AMENDED
      AND RESTATED PROMISSORY NOTE




US
      $1,129,334.00




December
      6, 2005




RECITAL.
      Reference is made to that certain promissory note dated October 15, 2004 (the
      "Original Note") by and between Drinks Americas Holdings, Ltd., a Delaware
      corporation (the "Company"), as borrower, and Kenneth H. Close, an individual,
      as lender, in the principal amount of $352,167.00 (the "Original Amount").
      The
      Original Note is secured with a perfected security interest in the tangible
      and
      intangible assets of the Company pursuant to a Security Agreement between the
      Company and Kenneth H. Close (the "Security Agreement"). At this time, Kenneth
      H. Close, together with J. Patrick Kenny, Greenwich Beverage Group, LLC (by
      Thomas Schwalm, Managing Member), Hebrides L.P., and Hebrides II Offshore Fund
      Limited, wish to amend the Original Note (without changing the terms,
      conditions, provisions, rights, or obligations under the Security Agreement)
      to
      increase the borrowings of the Company by an additional $777,167.00 (the
      "Additional Amount"), receipt of which Additional Amount is hereby acknowledged
      by the Company, to a total (exclusive of any accrued and unpaid interest or
      other charges under the Original Note) of $1,129,334.00.




The
      terms
      and conditions associated with the Original Amount pursuant to the Original
      Note
      shall remain unchanged and in full force and effect, except that the Additional
      Amount shall be secured by the collateral securing the Original Amount under
      the
      and the terms and conditions of the Security Agreement (pro rata). The rights
      of
      the lenders and the obligations of the Company with respect to the Additional
      Amount shall be as stated below, which terms and conditions shall not apply
      to
      the Original Amount which shall continue to be governed by the Original
      Note.




ADDITIONAL
      AMOUNT:




FOR
      VALUE RECEIVED, the Company hereby promises to pay to the order of Kenneth
      H.
      Close (in the amount of $100,000.00), Greenwich Beverage Group, LLC (in the
      amount of $100,000), J. Patrick Kenny (in the amount of $25,000.00), Hebrides
      L.P. (in the amount of $440,000.00), and Hebrides II Offshore Fund Limited
      (in
      the amount of $112,167) ( the "Lenders", or with respect to one of them, the
      "Lender"), the aggregate principal amount of Seven Hundred Seventy-Seven
      Thousand One Hundred Sixty-Seven Dollars ($777,167.00), together with interest
      on such principal amount under this note (this "Note") at the per annum rate
      of
      twelve (12%) percent (calculated daily on the basis of a 360-day year and actual
      calendar days elapsed), which principal shall be payable within two business
      days after demand by the Lenders (the "Maturity Date") together with any unpaid
      interest accrued as of such date, and in the absence of such demand, interest
      shall be payable on a monthly basis on the 1st day of January, 2006 and
      continuing on the same day of each succeeding month. All amounts which are
      not
      paid when due hereunder, after the expiration of any applicable grace period,
      shall bear interest at the rate of 14% per annum, but in no event higher than
      the maximum rate of interest permitted by law.




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The
      payments due under this Note shall be paid in lawful money of the United States
      of America to the Lenders at the address as the Lenders may designate by notice
      in writing to the Company, in immediately available funds.




1. Prepayment.
        The Company may prepay this Note in whole or in part without penalty upon
        not
        less than ten (10) days' prior notice, together with accrued interest to
        the
        date of prepayment. Upon prepayment of this Note in part, the Lender shall
        surrender this Note and the Maker shall issue a substitute note of like tenor
        in
        the amount of the then unpaid principal amount. Upon prepayment of this Note
        in
        full, this Note shall be surrendered by the Lender and
        cancelled.




2. Withholding.
        If required by any Federal, state or local law, the Company shall withhold
        any
        required amounts from payments due to the Lenders for payment to the appropriate
        taxing authority. Any amounts so withheld hereunder will be treated as a
        payment
        by the Company to the Lenders.




3. Events
        of
        Default. The entire unpaid principal amount under this Note and the interest
        due
        thereon shall forthwith become and be due and payable, without presentment,
        demand, protest or other notice of any kind, all of which are hereby expressly
        waived, if any one or more of the following events (herein called "Events
        of
        Default") shall have occurred and be continuing:




(a) (i)
        the
        Company shall fail to pay any amounts owed hereunder when due and such default
        continues for a period of five (5) days (referred to herein as the "grace
        period") or (ii) an event of default shall have occurred and be continuing
        under
        material indebtedness of the Company ;




(b) if
        the
        Company shall:




(i) admit
        in
        writing its inability to pay its debts generally as they become
        due;




(ii) file
        a
        petition in bankruptcy or a petition to take advantage of any insolvency
        act;




(iii) make
        an
        assignment for the benefit of creditors; or




(iv) consent
        to the appointment of a receiver of the whole or any substantial part of
        its
        assets;




(c) if
        a
        court of competent jurisdiction shall enter an order, judgment, or decree
        appointing, without the consent of the Company, a receiver of the whole or
        any
        substantial part of Company's assets, and such order, judgment or decree
        shall
        not be vacated or set aside or stayed within 90 days from the date of entry
        thereof;




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(d) if,
            under
            the provisions of any other law for the relief or aid of debtors, any
            court of
            competent jurisdiction shall assume custody or control of the whole or
            any
            substantial part of Company's assets and such custody or control shall
            not be
            terminated or stayed within 90 days from the date of assumption of such
            custody
            or control; or




(e) any
        final
        non-appealable judgment is entered against the Company for an amount exceeding
        $100,000 or any of the Company's properties or assets, with a fair market
        value
        of at least $100,000, is attached or levied or a restraining notice is placed
        thereon and such judgment or encumbrance is not satisfied or cancelled in
        full
        within 30 days after it is entered.




4.
      Remedies. In case any one or more of the Events of Default specified in Section
      3 hereof shall have occurred and be continuing, the Lenders may proceed to
      protect and enforce its rights either by suit in equity and/or by action at
      law,
      whether for the specific performance of any covenant or agreement contained
      in
      this Note or in aid of the exercise of any power granted in this Note, or the
      Lenders may proceed to enforce the payment of all sums due upon this Note or
      to
      enforce any other legal or equitable right of the Lenders.




5.
      Amendments and Waivers. Any term of this Note may be amended and the observance
      of any term of this Note may be waived (either generally or in a particular
      instance and either retroactively or prospectively) with the written consent
      of
      the Company and the Lenders.




7.
      Notices. All notices, requests, consents, and other communications under this
      Note shall be in writing and shall be deemed delivered (i) three (3) business
      days after being sent by registered or certified mail, return receipt requested,
      postage prepaid or (ii) one (1) business day after being sent via a reputable
      nationwide overnight courier service guaranteeing next business day delivery,
      in
      each case to the intended recipient as set forth below:





If
      to the
      Company:





Drinks
      Americas Holdings, Ltd.


372
      Danbury Road


Wilton,
      Ct 06897


Attn:
      J
      Patrick Kenny


Fax:
      (203) 762-8992





If
      to
      Lenders:





Kenneth
      H. Close


59
      Old
      Post Road


Southport,
      CT 06890


Fax:
      (203) 319- 1329





44




Greenwich
      Beverage Group, LLC


c/o
      Thomas Schwalm, Managing Member


5983
      Southeast Mourning Dove Way


Hobe
      Sound, FL 33455





J.
      Patrick Kenny


30
      Old
      Wagon Road


Ridgefield,
      CT 06877





Hebrides
      L.P.


600
      Third
      Avenue, 17th floor


New
      York,
      NY 10016





Hebrides
      II Offshore Fund Limited


Vanterpool
      Plaza, 2nd floor


Wickhams
      Cay I


Road
      Town, Tortola


British
      Virgin Islands





(ii)
      Any
      party may give any notice, request, consent or other communication under this
      Note using any other means (including, without limitation, personal delivery,
      messenger service, telecopy, first class mail or electronic mail), but no such
      notice, request, consent or other communication shall be deemed to have been
      duly given unless and until it is actually received by the party for whom it
      is
      intended. Any party may change the address to which notices, requests, consents
      or other communications hereunder are to be delivered by giving the other
      parties notice in the manner set forth in this Section.




8.
      Warrants. Promptly after the execution of this Note by the Company, the Company
      shall issue to the Lenders a Warrant to purchase such number of shares of its
      common stock as equals twenty five percent of the principal amount of the
      Additional Amount, for an exercise price of $.45 per share of common stock.
      Such
      warrant will be exercisable for a five year period, have cashless exercise
      provisions, full-ratchet anti-dilution protection and contain such other
      provisions as are typically found in Warrants issued to lenders. The failure
      of
      the Company to satisfy the requirements of this provision will constitute an
      Event of Default under this Note. The common shares underlying such warrants
      shall be included with the next registration statement (the "Registation"),
      to
      be filed with the Securities and Exchange Commission (on Form SB-2 or otherwise)
      within ninety (90) days from the date hereof.




9.
      Option
      to Convert. Each of the Lenders shall have the right, by written notice to
      the
      Company, to convert all or any unpaid portion of the Additional Amount,
      including, without limitation, any accrued and unpaid interest on the Additional
      Amount, into the debt or equity securities of the Company pursuant to the terms
      of any private placement equal to or in excess of $5 million closed by the
      Company on or before December 31, 2006, at a price equal to the lower of (a)
      twenty per cent (20%) below the price at which the Company issues any such
      securities, or (b) $0.45 per common share. Upon any such conversion, the common
      shares underlying such securities shall be included in the Registration
      following the date(s) of any conversion pursuant to the terms of this
      Paragraph.





45




10.
      Conflicting Agreements. In the event of any inconsistencies between the terms
      of
      this Note and the terms of any other document related to the loan evidenced
      by
      this Note, the terms of this Note shall prevail.




11.
      Severability. The unenforceability or invalidity of any provision or provisions
      of this Note as to any persons or circumstances shall not render that provision
      or those provisions unenforceable or invalid as to any other provisions or
      circumstances, and all provisions hereof, in all other respects, shall remain
      valid and enforceable.




12.
      Governing Law. This Note shall be governed by and construed under the laws
      of
      the State of New York as applied to agreements among New York residents entered
      into and to be performed entirely within New York. THE PARTIES HERETO AGREE
      TO
      WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
      BASED UPON OR ARISING OUT OF THIS NOTE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
      HEREBY.




13.
      Waivers. The nonexercise by either party of any of its rights hereunder in
      any
      particular instance shall not constitute a waiver thereof in that or any
      subsequent instance.




14.
      Lost
      Documents. Upon receipt by the Company of evidence satisfactory to it of the
      loss, theft, destruction or mutilation of this Note or any Note exchanged for
      it, and (in the case of loss, theft or destruction) of indemnity satisfactory
      to
      it, and upon reimbursement to the Company of all reasonable expenses incidental
      thereto, and upon surrender and cancellation of such Note, if mutilated, the
      Company will make and deliver in lieu of such Note a new Note of like tenor
      and
      unpaid principal amount and dated as of the original date of this
      Note.




[Signature
      Page Follows]




46




IN
      WITNESS WHEREOF, the Company has caused its duly authorized officer to execute
      this Note as of the date first written above.




Drinks
                Americas Holdings, Ltd.By:Name:
                Title:


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