Unassociated Document


    Exhibit
      4.14

    


    AMENDMENT
      AGREEMENT

    


    This
      Amendment Agreement (the “Agreement”),
      dated
      as of October 27, 2008, is by and among Drinks Americas Holdings, Ltd., a
      Delaware corporation (the “Company”)
      and
      the investors signatory hereto (each, a “Purchaser”
and
      collectively, the “Purchasers”).
      

    


    WHEREAS,
      pursuant to the terms of a securities purchase agreement dated January 30,
      2007
      (the “January
      Purchase Agreement”),
      among
      the Company and the Purchasers, the Purchasers (or their predecessor) were
      issued warrants to purchase an aggregate of ________ shares of Common Stock,
      par
      value $0.001 per share (the “Common
      Stock”),
      of
      which warrants to purchase ________ shares of Common Stock in the individual
      amounts set forth on Schedule
      A
      hereto
      remain outstanding (the “Existing
      Warrants”);

    


    WHEREAS,
      the January Purchase
      Agreement and the Existing Warrants were subsequently amended by a securities
      purchase agreement dated December 18, 2007 (the “December
      Purchase Agreement”),
      among
      the Company and the Purchasers in connection with the Company’s sale of _______
      shares of its preferred stock to the Purchasers (the January Purchase Agreement
      and the December Purchase Agreement are collectively referred to herein as
      the
“Purchase Agreements”; 

     

    WHEREAS,
      the parties wish to amend certain terms of the Purchase Agreements, including
      the Existing Warrant and other agreements entered into in connection with the
      transactions which were the subject thereof (collectively, the “Transaction
      Documents”).

    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for good and valuable consideration the receipt and adequacy of which are
      hereby acknowledged, the Purchasers and the Company agree as
      follows:

    


    


    ARTICLE
      I

    DEFINITIONS

    


    Section
      1.1  Definitions.
      Capitalized terms not defined in this Agreement shall have the meanings ascribed
      to such terms in the Purchase Agreements.

    


    


    ARTICLE
      II

    AMENDMENTS
      AND OTHER AGREEMENTS

    


    Section
      2.1  Reduction
      in Exercise Price of the Existing Warrants.
      From
      the date hereof until 6:00 PM (NY time) on the 4th
      business
      day following the date hereof (the “Adjusted
      Price Expiration Date”),
      the
      Exercise Price (as defined in the Existing Warrants) shall be reduced to $0.20
      (the “Reduced
      Exercise Price”),
      subject to adjustment therein. After the Adjusted Price Expiration Date, the
      Exercise Price shall revert to $0.50 per share (subject to any adjustments
      for
      Dilutive Insurances, as defined in the Existing Warrants, and forward and
      reverse stock splits, stock dividends, recapitalizations and the like), subject
      to further adjustment therein.

     

    
      
         

      

      
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    Section
      2.2 Exercise
      of Existing Warrants.
      Each
      Purchaser hereby agrees, severally and not jointly with the other Purchasers,
      that any exercise of the Existing Warrants during the period commencing on
      the
      date hereof until the Adjusted Price Expiration Date shall be made for cash
      which Exercise Price will be wired to the Company’s account pursuant to
      instructions to be provided by the Company in writing to the Purchasers. After
      the Adjusted Price Expiration Date, the Purchasers shall be entitled to exercise
      the Existing Warrants via a cash or cashless exercise as provided
      therein.

    


    Section
      2.3 Reduction
      to Conversion Price.
      The
      Conversion Price of Preferred Stock shall be reduced to equal $0.35, subject
      to
      further adjustment pursuant to the terms of the Certificate of Designation
      thereof. In addition, each Purchaser hereby consents to the filing of an
      amendment to the Certificate of Designation to reflect the foregoing reduction
      to the Conversion Price, and the Company agrees to file such amendment to the
      Certificate of Designation within two (2) business days of the date
      hereof.

    


    Section
      2.4 Amendment
      to the “Transaction Documents”.
      The
      Company and the Purchasers hereby agree to acknowledge and amend the Transaction
      Documents as follows:

    


    (A)
      The
      definition of Exempt Issuance in the December Purchase Agreement is hereby
      amended by adding new clauses (g), (h) and (i) as follows:

    


    “(g)
      the
      issuance of shares of Common Stock upon exercise of the Warrants at an exercise
      price equal to the Reduced Exercise Price (as defined in that certain Amendment
      Agreement dated October 27, 2008 among the Company and the Purchasers (the
      “Amendment
      Agreement”)
      during
      the period from October 27, 2008 until the Adjusted Price Expiration Date
      pursuant to such Amendment Agreement.” 

    


    “(h)
      the
      reduction of the Conversion Price of Preferred Stock as contemplated in the
      Amendment Agreement and the issuance of shares of Common Stock upon conversion
      of such Preferred Stock.”

    


    “(i)
      the
      issuance of shares of Common Stock upon exercise of certain warrants outstanding
      on the date of the Amendment Agreement exercisable for up to _________ shares
      of
      Common Stock, at an exercise price equal to $0.20 during the period from October
      27, 2008 until November 3, 2008, on terms and conditions substantially similar
      to the terms set forth in the Amendment Agreement.”

    


    (B)
      The
      definition of Exempt Issuance in the January Purchase Agreement is hereby
      amended by adding two new clauses which shall be identical to clauses (g),
      (h)
      and (i) above, except that such clauses shall be (i), (j) and (k). 

    


    (C)
      The
      following is hereby added as new sub-section 4.12(h) and 4.14(d) to the December
      Purchase Agreement and January Purchase Agreement, respectfully:

     

    
      
         

      

      
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    “Notwithstanding
      anything contained in this agreement or in any Transaction Document to the
      contrary, neither the issuance of shares of Common Stock upon the exercise
      of
      the Existing Warrants at the Reduced Exercise Price nor the reduction in the
      Exercise Price of such warrants to the Reduced Exercise Price shall be
      considered a Variable Rate Transaction.”

    


    Section
      2.5 As
      partial consideration for the amendments herein, during the period from the
      Adjusted Price Expiration Date until February 28, 2009 (the “Measurement
      Period”),
      in
      the event that the
      VWAP
      for each of 10 consecutive Trading Days exceeds $1.50 (subject to adjustment
      for
      forward and reverse stock splits, recapitalizations, stock dividends and the
      like after the date hereof), each Purchaser shall, within 5 Trading Days from
      the end of such period, pay the Company an amount in cash equal to the product
      of (x) the number of Warrant Shares issued at the Reduced Exercise Price during
      the period from the date hereof until the Adjusted Price Expiration Date
      multiplied by (y) $0.30.

    


    Section
      2.6 Effect
      on Purchase Agreements. Except
      as
      expressly set forth herein, all of the terms and conditions of the Transaction
      Documents shall continue in full force and effect after the execution of this
      Agreement, and shall not be in any way changed, modified or superseded by the
      terms set forth herein. This
      Agreement shall not constitute a novation or satisfaction and accord of any
      Transaction Document. The
      respective obligations of the Purchasers hereunder are subject to the following
      conditions being met: (a) the accuracy in all material respects of the
      representations and warranties of the Company contained herein and (b) the
      performance by the Company of all if its obligations, covenants and agreements
      required to be performed hereunder.

    


    Section
      2.7 Issuing
      of Press Release and Filing of Form 8-K and Prospectus
      Supplement.
      Before
      8:30 am (NY time) on the Trading Day immediately following the date hereof,
      the
      Company shall issue a press release disclosing the terms of this Agreement,
      which press release shall be reasonably acceptable to each Purchaser. Within
      two
      (2) business days of the date hereof, the Company shall issue a Current Report
      on Form 8-K, reasonably acceptable to each Purchaser disclosing the material
      terms of the transactions contemplated hereby, which shall include this
      Agreement as an attachment thereto. In addition, within one (1) business day
      of
      the date hereof, the Company shall file a prospectus supplement under Rule
      424
      under the Securities Act to registration statement number 333-141395, disclosing
      the terms of the transactions hereunder. 

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

    


    Section
      3.1 Representations
      and Warranties of the Company.
      The
      Company hereby makes the representations and warranties set forth below to
      the
      Purchasers that as of the date of its execution of this Agreement:

     

    
      
         

      

      
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    (a)  Authorization;
      Enforcement.
      The
      Company has the requisite corporate power
      and
      authority to enter into and to consummate the transactions contemplated by
      this
      Agreement and otherwise to carry out its obligations hereunder and thereunder.
      The execution and delivery of this Agreement by the Company and the consummation
      by it of the transactions contemplated hereby have been duly authorized by
      all
      necessary action on the part of such Company and no further action is required
      by such Company, its board of directors or its stockholders in connection
      therewith. This Agreement has been duly executed by the Company and, when
      delivered in accordance with the terms hereof will constitute the valid and
      binding obligation of the Company enforceable against the Company in accordance
      with its terms except (i) as limited by general equitable principles and
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      of
      general application affecting enforcement of creditors’ rights generally, (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies and (iii) insofar as
      indemnification and contribution provisions may be limited by applicable
      law.

    


    (b)  No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not: (i) conflict with or violate any provision of the Company’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, result
      in the creation of any lien upon any of the properties or assets of the Company,
      or give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any material
      agreement, credit facility, debt or other material instrument (evidencing
      Company debt or otherwise) or other material understanding to which the Company
      is a party or by which any property or asset of the Company is bound or
      affected, or (iii) conflict with or result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority to which the Company is subject (including
      federal and state securities laws and regulations), or by which any property
      or
      asset of the Company is bound or affected.

    


    (c)  Capitalization.
      The
      Company is a duly organized and validly existing corporation in good standing
      under the laws of the State of Delaware. The Warrant Shares, when issued in
      accordance with the terms of this Agreement and the Existing Warrants, will
      be
      duly authorized, validly issued, fully paid and nonassessable. Except as
      described in this Section or as set forth on Schedule 3(c), there are no issued
      or outstanding securities and no issued or outstanding options, warrants or
      other rights, or commitments or agreements of any kind, contingent or otherwise,
      to purchase or otherwise acquire shares of Common Stock or any issued or
      outstanding securities of any nature convertible into shares of Common Stock.
      There is no proxy or any other agreement, arrangement or understanding of any
      kind authorized, effective or outstanding which restricts, limits or otherwise
      affects the right to vote any shares of Common Stock. 

    


    (d)  Acknowledgment
      Regarding Purchaser’s Trading Activity.
      It is
      understood and acknowledged by the Company that: (i) none of the Purchasers
      has
      been asked to agree by the Company, nor has any Purchaser agreed, to desist
      from
      purchasing or selling, long and/or short, securities of the Company, or
“derivative” securities based on securities issued by the Company or to hold the
      Securities for any specified term, (ii) past or future open market or other
      transactions by any Purchaser, specifically including, without limitation,
      Short
      Sales or “derivative” transactions, before or after the closing of this or
      future private placement transactions, may negatively impact the market price
      of
      the Company’s publicly-traded securities, (iii) any Purchaser, and
      counter-parties in “derivative” transactions to which any such Purchaser is a
      party, directly or indirectly, may presently have a “short” position in the
      Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation
      with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one
      or
      more Purchasers may engage in hedging activities at various times during the
      period that the Securities are outstanding, including, without limitation,
      during the periods that the value of the Warrant Shares deliverable with respect
      to Securities are being determined, and (z) such hedging activities (if any)
      could reduce the value of the existing stockholders' equity interests in the
      Company at and after the time that the hedging activities are being
      conducted.  The Company acknowledges that such aforementioned hedging
      activities do not constitute a breach of any of the Transaction
      Documents.

     

    
      
         

      

      
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    Section
      3.2 Representations
      and Warranties of the Purchasers.
      The
      Purchaser hereby makes the representations and warranties set forth below to
      the
      Company that as of the date of its execution of this Agreement:

    


    (a)  Due
      Authorization.
      Such
      Purchaser represents and warrants that (i) the execution and delivery of this
      Agreement by it and the consummation by it of the transactions contemplated
      hereby have been duly authorized by all necessary action on its behalf and
      (ii)
      this Agreement has been duly executed and delivered by such Purchaser and
      constitutes the valid and binding obligation of such Purchaser, enforceable
      against it in accordance with its terms.

    


    ARTICLE
      IV

    MISCELLANEOUS

    


    Section
      4.1 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be made in accordance with the provisions of the
      Purchase Agreement.

    


    Section
      4.2 Survival.
      All
      warranties and representations (as of the date such warranties and
      representations were made) made herein or in any certificate or other instrument
      delivered by it or on its behalf under this Agreement shall be considered to
      have been relied upon by the parties hereto and shall survive for the applicable
      statute of limitations. This Agreement shall inure to the benefit of and be
      binding upon the successors and permitted assigns of each of the parties;
      provided however that no party may assign this Agreement or the obligations
      and
      rights of such party hereunder without the prior written consent of the other
      parties hereto.

    


    Section
      4.3 Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    
      
         

      

      
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    Section
      4.4 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

    


    Section
      4.5 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined pursuant to the Governing Law provision
      of
      the Purchase Agreement.

    


    Section
      4.6 Entire
      Agreement.
      The
      Agreement, together with the exhibits and schedules thereto, contain the entire
      understanding of the parties with respect to the subject matter hereof and
      supersede all prior agreements and understandings, oral or written, with respect
      to such matters, which the parties acknowledge have been merged into such
      documents, exhibits and schedules.

    


    Section
      4.7 Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

    


    Section
      4.8 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser hereunder are several and not joint with the
      obligations of any other Purchasers hereunder, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Purchaser pursuant
      hereto, shall be deemed to constitute the Purchasers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert with respect
      to
      such obligations or the transactions contemplated by this Agreement. Each
      Purchaser shall be entitled to protect and enforce its rights, including without
      limitation the rights arising out of this Agreement, and it shall not be
      necessary for any other Purchaser to be joined as an additional party in any
      proceeding for such purpose.

    


    Section
      4.9 Fees
      and Expenses.
      Except
      as expressly set forth herein, each party shall pay the fees and expenses of
      its
      advisers, counsel, accountants and other experts, if any, and all other expenses
      incurred by such party incident to the negotiation, preparation, execution,
      delivery and performance of this Agreement. The Company shall pay all transfer
      agent fees, stamp taxes and other taxes and duties levied in connection with
      the
      delivery of any Warrants or Warrant Shares.

    


    


    ***********************

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

    
      	 	 	 
	 	DRINKS
              AMERICAS
              HOLDINGS, LTD.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	
              Title:

            


    

    


    
      
         

      

      
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    [PURCHASER
      SIGNATURE PAGES TO DKAM

    AMENDMENT
      AGREEMENT]

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser: ________________________________________________________

    Signature
      of Authorized Signatory of Purchaser:
      __________________________________

    Name
      of
      Authorized Signatory:
      ____________________________________________________

    Title
      of
      Authorized Signatory:
      _____________________________________________________

    Email
      Address of
      Purchaser:________________________________________________

    


    
      
         

      

      
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    Schedule
      A

    


    Existing
      Warrants

     

     

     

    
      
         

      

      
        9