CODE
      OF
      ETHICS




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:




·
            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.




·
            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.




·
            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.




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




·
            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:




·
            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.




·
            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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·
            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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