CODE OF ETHICS
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Drinks Americas Holdings, Ltd. (the "Company" as "We") will conduct its business
honestly and ethically wherever we operate in the world. We will constantly
improve the quality of our products and operations and will create a reputation
for honesty, fairness, respect, responsibility, integrity, trust and sound
business judgment. No illegal or unethical conduct on the part of officers,
directors, employees or affiliates is in the Company's best interest. The
Company will not compromise its principles for short-term advantage. The ethical
performance of this Company is the sum of the ethics of the men and women who
work here. Thus, we are all expected to adhere to high standards of personal
integrity.

Officers, directors, and employees of the Company must never permit their
personal interests to conflict, or appear to conflict, with the interests of the
Company, its clients or affiliates. Officers, directors and employees must be
particularly careful to avoid representing the Company in any transaction with
others with whom there is any outside business affiliation or relationship.
Officers, directors, and employees shall avoid using their company contacts to
advance their private business or personal interests at the expense of the
Company, its clients or affiliates. In particular:

      o     Employees who deal with parties doing or seeking to do business with
            the Company, or who make recommendations with respect to such
            dealings or pass judgment upon them, shall not own any interest in
            or have any personal agreement or understanding with such third
            parties that might tend to influence the decision of the employee
            with respect to the business of the Company, unless expressly
            authorized in writing by the Company's Chief Executive Officer after
            the interest, agreement or understanding has been disclosed.

      o     No employee shall seek or accept, directly or indirectly, any
            personal loan or services from any individual or business concern
            doing or seeking to do business with the Company expect from
            financial institutions or service providers offering like loans or
            services to third parties under similar terms in the ordinary course
            of their respective businesses.

      o     No employee shall do business with his or her relative on behalf of
            the Company unless expressly authorized in writing by the Company's
            Chief Executive Officer after the relationship has been fully
            disclosed.

      o     The requirement of freedom from conflicting interests that applies
            to all employees of the Company extends also to situations involving
            their relatives.

      o     The Chief Executive Officer of the Company has the ultimate
            authority and responsibility to determine what remedial steps should
            be taken in situations involving an actual or potential conflict of
            interest.


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No bribes, kickbacks or other similar remuneration or consideration shall be
given to any person or organization in order to attract or influence business
activity. Non cash gifts, favors and entertainment may be given at Company
expense or accepted by Company employees from an individual or firm doing or
seeking to do business with the Company only if they (i) are consistent with
customary business practices and do not violate applicable law or ethical
standards; (ii) are not excessive in value; (iii) cannot be construed as a
bribe, payoff or improper inducement and (iv) public disclosure of the facts
would not embarrass the Company or the employee.

Payments or gifts of cash (or of cash equivalents such as liquid securities) to
or from an individual or firm doing or seeking to do business with the Company
(including any regulatory personnel) are never permitted and may not be
solicited, offered, made or accepted by Company employees.

Officers, directors and employees of the Company will often come into contact
with, or have possession of, proprietary, confidential or business-sensitive
information and must take appropriate steps to assure that such information is
strictly safeguarded. This information--whether it is on behalf of our company
or any of our clients or affiliates--could include strategic business plans,
operating results, marketing strategies, customer lists, personnel records,
upcoming acquisitions and divestitures, new investments, and production costs,
processes and methods. Proprietary, confidential and sensitive business
information about this company, other companies, individuals and entities,
should be treated with sensitivity and discretion and only be disseminated on a
need-to-know basis.

Misuse of material inside information in connection with trading in the
Company's securities can expose an individual to civil liability and penalties
under the Securities Exchange Act. Under this Act, directors, officers, and
employees in possession of material information not available to the public are
"insiders." Spouses, friends, suppliers, brokers, and others outside the Company
who may have acquired the information directly or indirectly from a director,
officer or employee are also "insiders." The Act prohibits insiders from trading
in, or recommending the sale or purchase of, the Company's securities, while
such inside information is regarded as "material", or if it is important enough
to influence you or any other person in the purchase or sale of securities of
any company with which we do business, which could be affected by the inside
information. The following guidelines should be followed in dealing with inside
information:

      o     Until the material information has been publicly released by the
            Company, an employee must not disclose it to anyone except those
            within the Company whose positions require use of the information.

      o     Employees must not buy or sell the Company's securities when they
            have knowledge of material information concerning the Company until
            it has been disclosed to the public and the public has had
            sufficient time to absorb the information.

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      o     Employees shall not buy or sell securities of another corporation,
            the value of which is likely to be affected by an action by the
            Company of which the employee is aware and which has not been
            publicly disclosed.

All employees who are involved in the Company's public disclosure process are
responsible for acting in furtherance of the policy that the information in the
Company's public disclosure communications, including SEC filings, be full,
fair, accurate, timely, and understandable. In particular, these individuals are
required to maintain familiarity with the disclosure requirements applicable to
the Company and are prohibited from knowingly misrepresenting, omitting, or
causing others to misrepresent or omit, material facts about the Company to
others, whether within or outside the Company, including the Company's
independent auditors. In addition, any employee who has a supervisory role in
the Company's disclosure process has an obligation to discharge his or her
responsibilities diligently.

WAIVERS

      Any waiver of any provision of the Code for the Company's executive
officers or directors may be made only by its board of directors.

REPORTING AND RESPONSIBILITIES

      Any employee having information, knowledge or suspicion of any actual or
contemplated activity which is or appears to be in violation of this Code shall
promptly report it to the Company's Chief Executive Officer. If any such
transaction involves an executive officer of the Company, the matter shall be
reported directly to the Company's Board of Directors.

      The Company's Chief Executive Officer has overall responsibility for
matters involving the Code. His responsibilities include providing for prompt
and consistent enforcement of the Code, clear and objective standards for
compliance with the Code and a fair process for determining whether violations
of the Code have occurred.

      Employees who make reports of suspected violations of this Code will be
protected from retaliation, such as discipline or involuntary termination of
employment, as a result of their reports. With the cooperation of the employee,
management will promptly investigate every reported allegation of illegal or
unethical behavior, expect that the employee will not participate where he or
she has made an anonymous report.

PENALTIES FOR VIOLATIONS

      Violation of the Code will result in appropriate, case specific,
discipline which may include demotion or discharge. Penalties may also include
civil and/or criminal prosecution.


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