Unassociated Document


    Exhibit
      4.15

    


    Drinks
      Americas Holdings, Ltd.

    


    October
      28,
      2008

    

      
        	
                TO:

              	
                ___________________________________(“Warrant
                  Holder”) 

              


      

    

    (“Warrant
      Holder”) 

    

      
        	
                Re:

              	
                Warrant
                  Re-pricing 

              


      

    

    


    Dear
      Warrant Holder: 

    


    Drinks
      Americas Holdings, Ltd (the "Company")
      has
      issued to you ("Warrant
      Holder")
      warrants to purchase shares of the
      Company's
      common
      stock (the Warrants").
      The
      Company
      hereby
      agrees that for a period commencing on the date of this letter and ending on
      November 3, 2008(the "Deadline"),
      the
      exercise price under the Warrant Agreement shall be lowered to a price equal
      to
      $0.20. As partial consideration for the Warrant Re-pricing, during the period
      from the Deadline until February 28, 2009, in the event that the Company’s stock
      trades for $1.50 or higher (subject to adjustments for forward and reverse
      stock
      splits, recapitalizations, stock dividends, and the like after the date hereof)
      for ten (10) consecutive trading days then the exercise price reverts to the
      original exercise price under the Warrants ($.__ per share of common stock)
      and
      the Warrant Holder shall pay the Company the difference ($.__ per share). This
      warrant re-pricing offer is being made to the Warrant Holder. 

    


    The
      re-pricing is subject to the following conditions: 

    


    
      	 	
              1.

            	
              Warrant
                Holder shall deliver the Warrants to the Company with an executed
                notice
                of exercise for the full amount of shares under the Warrants if the
                Warrant Holder elects to participate in this re-pricing (see the
                attached
                Exercise Procedures).

            


    

    


    
      	 	
              2.

            	
              Warrant
                Holder shall not be entitled to exercise the Warrant on a cashless
                basis
                as may be provided in the Warrant Agreement.


            


    

    


    
      	 	
              4.

            	
              Warrant
                Holder waives all ratcheting and anti-dilution provisions included
                in any
                agreements previously entered into between the Warrant Holder and
                the
                Company

            


    

    


    
      	 	
              5.

            	
              In
                the event that the Warrants have not been exercised in full on the
                above
                terms by the Deadline, this offer shall terminate and any further
                rights
                under the Warrants shall continue as they are set forth in the Warrant
                Agreement, including the stated exercise
                price.

            


    

    


    Warrant
      Holder acknowledges that by executing this letter they are obligating themselves
      to exercise the Warrants.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    If
      you
      agree to participate in this warrant re-pricing program according to the terms
      provided above, you must execute the additional copy of this letter and return
      it in the enclosed envelope by no later than four (4)days from the
      date
      of this letter. If a signed letter is not received by that date you will be
      deemed to have rejected this offer. 

     

    
      	 	Very truly
              yours, 
	 	 	 
	 	DRINKS
              AMERICAS HOLDINGS, LTD.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
J.
              Patrick Jenny
	 	Chief
              Executive Officer


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WARRANT
      HOLDER ACCEPTANCE 

    


    I
      agree
      to participate in the warrant 

    repricing
      program on the above terms. 

    


    Warrant
      Holder (exact name as indicated on warrant): 

    


    
      	 	
              By:
                

            	 
	 	 	 


    

     

    
      	 	
              Print
                Name:

            	 
	 	 	 


    

     

    
      	 	
               Procedure
                for Participating in Warrant Re-pricing Program

            	 
	 	 	 


    

    


    
      	 	
              1.

            	
              Warrant
                Holder signs re-pricing letter. 

            


    

    


    
      	 	
              2.

            	
              Warrant
                Holder faxes application and mails original to the following:
                

            


    

    


    Jeffrey
      Daub 

    c/o
      Drinks Americas Holdings, Ltd 

    372
      Danbury Road

    Wilton,
      CT 06897 

    Fax:
      (203)
      762-8992 

    


    
      	 	
              4.

            	
              Warrant
                Holder completes Exhibit A, "Notice
                of Exercise"
                attached hereto as to the number of shares to be included in the
                program.

            


    

    


    
      	 	
              5.

            	
              Warrant
                Holder sends original warrant and signed original of Exhibit A to
                Drinks
                Americas Holdings, Ltd. accompanied by payment in full, in lawful
                money of
                the United States, of the exercise price payable in respect of the
                number
                of shares purchased upon exercise. Warrant Holder may wire payment
                as
                follows:

            


    

    


    
      	 	Drinks
              Americas Inc	 


    

    
      	 	Bank
              Name:       	 	 


    

    
      	 	Banks’s
              Address: 	 	 


    

    
      	 	ABA#:
              	 	 


    

    
      	 	Account#:
              	 	 


    

     

    For
      further information regarding exercising warrants during the warrant call,
      please contact Drink’s Chief Financial Officer, Jeffrey Daub, at 203-762-7000
      x20. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    NOTICE
      OF EXERCISE FORM

     

    NOTICE
      OF EXERCISE

    


    
      	
              TO:

            	
              DRINKS
                AMERICAS HOLDINGS, LTD.

            


    

    


    (1) The
      undersigned hereby elects to purchase ________ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant, and tenders herewith payment
      of
      the exercise price in full.

     

    (2) Payment
      shall take the form of lawful money of the United States:

     

    (3) Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

    _______________________________

     

    The
      Warrant Shares shall be delivered to:

    

      Name
        of
        Investing Entity: _____________________

      Address:
        _____________________

       _____________________

             
        _____________________

    

    


    (4)
      Accredited
      Investor.
      The
      undersigned is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act of 1933, as amended.

    


    [SIGNATURE
      OF WARRANT HOLDER]

     

    Name
      of
      Investing Entity:
      ________________________________________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      _________________________________________________

    Name
      of
      Authorized Signatory:
      ___________________________________________________________________

    Title
      of
      Authorized Signatory:
      ____________________________________________________________________

    Date:
      ________________________________________________________________________________________