DRINKS AMERICAS INCENTIVE STOCK
      PLAN

            


    

    


    This DRINKS
AMERICAS 2011 Incentive Stock Plan (the "Plan") is designed to retain
directors, executives and selected employees and consultants and reward them for
making major contributions to the success of the Company.  These objectives
are accomplished by making long-term incentive awards under the Plan thereby
providing Participants with a proprietary interest in the growth and performance
of the Company.

    


    
      	
              1.

            	
              Definitions.

            


    

    


    
      	
            	
              (a)

            	
              "Board" - The Board of Directors of the
      Company.

            


    

    


    
      	
            	
              (b)

            	
              "Code" - The Internal Revenue Code of
      1986, as amended from time to
time.

            


    

    


    
      	
            	
              (c)

            	
              "Committee" - The Compensation Committee of
      the Company's Board, or such other committee of the Board that is
      designated by the Board to administer the Plan, composed of not less than
      two members of the Board all of whom are disinterested persons, as
      contemplated by Rule 16b-3 ("Rule
      16b-3") promulgated
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act").

            


    

    


    
      	
            	
              (d)

            	
              "Company" – Drinks Americas Holdings,
      Ltd. and its subsidiaries including subsidiaries of
      subsidiaries.

            


    

    


    
      	
            	
              (e)

            	
              "Exchange
      Act" - The
      Securities Exchange Act of 1934, as amended from time to
      time.

            


    

    


    
      	
            	
              (f)

            	
              "Fair Market
      Value" - The fair
      market value of the Company's issued and outstanding Stock as determined
      in good faith by the Board or
Committee.

            


    

    


    
      	
            	
              (g)

            	
              "Grant" - The grant of any form of
      stock option, stock award, or stock purchase offer, whether granted
      singly, in combination or in tandem, to a Participant pursuant to such
      terms, conditions and limitations as the Committee may establish in order
      to fulfill the objectives of the
Plan.

            


    

    


    
      	
            	
              (h)

            	
              "Grant
      Agreement" - An
      agreement between the Company and a Participant that sets forth the terms,
      conditions and limitations applicable to a
  Grant.

            


    

    


    
      	
               
      

            	
              (i)

            	
              "Option" - Either an Incentive Stock
      Option, in accordance with Section 422 of Code, or a Nonstatutory Option,
      to purchase the Company's Stock that may be awarded to a Participant under
      the Plan. A Participant who receives an award of an Option shall be
      referred to as an "Optionee."

            


    

    


    
      	
               
      

            	
              (j)

            	
              "Participant" - A director, officer, employee
      or consultant of the Company to whom an Award has been made under the
      Plan.

            


    

    


    
      	
            	
              (k)

            	
              "Restricted
      Stock Purchase Offer" - A Grant of the right to
      purchase a specified number of shares of Stock pursuant to a written
      agreement issued under the
Plan.

            


    

    


    
      	
               
      

            	
              (l)

            	
              "Securities
      Act" - The
      Securities Act of 1933, as amended from time to
    time.

            


    

    


    
      	
            	
              (m)

            	
              "Stock" - Authorized and issued or
      unissued shares of common stock of the
  Company.

            


    

    


    
      	
            	
              (n)

            	
              "Stock
      Award" - A Grant
      made under the Plan in stock or denominated in units of stock for which
      the Participant is not obligated to pay additional
      consideration.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Administration. The Plan shall be
      administered by the Board, provided however, that the Board may delegate
      such administration to the Committee. Subject to the provisions of the
      Plan, the Board and/or the Committee shall have authority to (a) grant, in
      its discretion, Incentive Stock Options in accordance with Section 422 of
      the Code, or Nonstatutory Options, Stock Awards or Restricted Stock
      Purchase Offers; (b) determine in good faith the fair market value of the
      Stock covered by any Grant; (c) determine which eligible persons shall
      receive Grants and the number of shares, restrictions, terms and
      conditions to be included in such Grants; (d) construe and interpret the
      Plan; (e) promulgate, amend and rescind rules and regulations relating to
      its administration, and correct defects, omissions and inconsistencies in
      the Plan or any Grant; (f) consistent with the Plan and with the consent
      of the Participant, as appropriate, amend any outstanding Grant or amend
      the exercise date or dates thereof; (g) determine the duration and purpose
      of leaves of absence which may be granted to Participants without
      constituting termination of their employment for the purpose of the Plan
      or any Grant; and (h) make all other determinations necessary or advisable
      for the Plan's administration. The interpretation and construction by the
      Board of any provisions of the Plan or selection of Participants shall be
      conclusive and final. No member of the Board or the Committee shall be
      liable for any action or determination made in good faith with respect to
      the Plan or any Grant made
thereunder.

            


    

    


    
      	
              3.

            	
              Eligibility.

            


    

    


    
      	
            	
              (a)

            	
              General:  The persons who shall
      be eligible to receive Grants shall be directors, officers, employees or
      consultants to the Company. The term consultant shall mean any person,
      other than an employee, who is engaged by the Company to render services
      and is compensated for such services. An Optionee may hold more than one
      Option. Any issuance of a Grant to an officer or director of the Company
      subsequent to the first registration of any of the securities of the
      Company under the Exchange Act shall comply with the requirements of Rule
      16b-3.

            


    

    


    
      	
            	
              (b)

            	
              Incentive
      Stock Options:  Incentive Stock
      Options may only be issued to employees of the Company. Incentive Stock
      Options may be granted to officers or directors, provided they are also
      employees of the Company. Payment of a director's fee shall not be
      sufficient to constitute employment by the
  Company.

            


    

    


    The
Company shall not grant an Incentive Stock Option under the Plan to any employee
if such Grant would result in such employee holding the right to exercise for
the first time in any one calendar year, under all Incentive Stock Options
granted under the Plan or any other plan maintained by the Company, with respect
to shares of Stock having an aggregate fair market value, determined as of the
date of the Option is granted, in excess of $100,000. Should it be determined
that an Incentive Stock Option granted under the Plan exceeds such maximum for
any reason other than a failure in good faith to value the Stock subject to such
option, the excess portion of such option shall be considered a Nonstatutory
Option. To the extent the employee holds two (2) or more such Options which
become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such Option as Incentive Stock Options under
the Federal tax laws shall be applied on the basis of the order in which such
Options are granted. If, for any reason, an entire Option does not qualify as an
Incentive Stock Option by reason of exceeding such maximum, such Option shall be
considered a Nonstatutory Option.

    


    
      	
            	
              (c)

            	
              Nonstatutory
      Option:  The provisions of the
      foregoing Section 3(b) shall not apply to any Option designated as a
      "Nonstatutory
      Option" or which
      sets forth the intention of the parties that the Option be a Nonstatutory
      Option.

            


    

    


    
      	
            	
              (d)

            	
              Stock
      Awards and Restricted Stock Purchase Offers:  The provisions of
      this Section 3 shall not apply to any Stock Award or Restricted Stock
      Purchase Offer under the
Plan.

            


    

    


    
      	
              4.

            	
              Stock.

            


    

    


    
      	
            	
              (a)

            	
              Authorized
      Stock: Stock subject
      to Grants may be either unissued or reacquired
    Stock.

            


    

    


    
      	
            	
              (b)

            	
              Number
      of Shares:  Subject to adjustment
      as provided in Section 5(i) of the Plan, the total number of shares of
      Stock which may be purchased or granted directly by Options, Stock Awards
      or Restricted Stock Purchase Offers, or purchased indirectly through
      exercise of Options granted under the Plan shall not exceed
      Thirty  Million (30,000,000) shares.  If any Grant shall
      for any reason terminate or expire, any shares allocated thereto but
      remaining unpurchased upon such expiration or termination shall again be
      available for Grants with respect thereto under the Plan as though no
      Grant had previously occurred with respect to such shares. Any shares of
      Stock issued pursuant to a Grant and repurchased pursuant to the terms
      thereof shall be available for future Grants as though not previously
      covered by a Grant.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
            	
              (c)

            	
              Reservation
      of Shares:  The Company shall
      reserve and keep available at all times during the term of the Plan such
      number of shares as shall be sufficient to satisfy the requirements of the
      Plan. If, after reasonable efforts, which efforts shall not include the
      registration of the Plan or Grants under the Securities Act, the Company
      is unable to obtain authority from any applicable regulatory body, which
      authorization is deemed necessary by legal counsel for the Company for the
      lawful issuance of shares hereunder, the Company shall be relieved of any
      liability with respect to its failure to issue and sell the shares for
      which such requisite authority was so deemed necessary unless and until
      such authority is obtained.

            


    

    


    
      	
            	
              (d)

            	
              Application
      of Funds:  The proceeds
      received by the Company from the sale of Stock pursuant to the exercise of
      Options or rights under Stock Purchase Agreements will be used for general
      corporate purposes.

            


    

    


    
      	
            	
              (e)

            	
              No
      Obligation to Exercise:  The issuance of a
      Grant shall impose no obligation upon the Participant to exercise any
      rights under such Grant.

            


    

    


    
      	
              5.

            	
              Terms and Conditions of Options.
      Options granted hereunder shall be evidenced by agreements between the
      Company and the respective Optionees, in such form and substance as the
      Board or Committee shall from time to time approve. The form of Incentive
      Stock Option Agreement attached hereto as Exhibit
      A and the three
      forms of a Nonstatutory Stock Option Agreement for employees, for
      directors and for consultants, attached hereto as Exhibit
      B-1, Exhibit
      B-2 and
      Exhibit B-3,
      respectively, shall be deemed to be approved by the Board. Option
      agreements need not be identical, and in each case may include such
      provisions as the Board or Committee may determine, but all such
      agreements shall be subject to and limited by the following terms and
      conditions:

            


    

    


    
      	
            	
              (a)

            	
              Number
      of Shares: Each
      Option shall state the number of shares to which it
      pertains.

            


    

    


    
      	
            	
              (b)

            	
              Exercise
      Price: Each Option
      shall state the exercise
price.

            


    

    


    
      	
            	
              (c)

            	
              Medium
      and Time of Payment:  The exercise price
      shall become immediately due upon exercise of the Option and shall be paid
      in cash or check made payable to the Company. Should the Company's
      outstanding Stock be registered under Section 12(g) of the Exchange Act at
      the time the Option is exercised, then the exercise price may also be paid
      as follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              in shares of Stock held by the
      Optionee for the requisite period necessary to avoid a charge to the
      Company's earnings for financial reporting purposes and valued at Fair
      Market Value on the exercise date,
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              through a special sale and
      remittance procedure pursuant to which the Optionee shall concurrently
      provide irrevocable written instructions (a) to a Company designated
      brokerage firm to effect the immediate sale of the purchased shares and
      remit to the Company, out of the sale proceeds available on the settlement
      date, sufficient funds to cover the aggregate exercise price payable for
      the purchased shares plus all applicable Federal, state and local income
      and employment taxes required to be withheld by the Company by reason of
      such purchase and (b) to the Company to deliver the certificates for the
      purchased shares directly to such brokerage firm in order to complete the
      sale transaction.

            


    

    


    At the
discretion of the Board, exercisable either at the time of Option grant or of
Option exercise, the exercise price may also be paid (i) by Optionee's delivery
of a promissory note in form and substance satisfactory to the Company and
permissible under applicable securities rules and bearing interest at a rate
determined by the Board in its sole discretion, but in no event less than the
minimum rate of interest required to avoid the imputation of compensation income
to the Optionee under the Federal tax laws, or (ii) in such other form of
consideration permitted by the State of Delaware corporations law as may be
acceptable to the Board.

    


    
      	
            	
              (d)

            	
              Term
      and Exercise of Options:  Any Option granted to
      an employee of the Company shall become exercisable over a period of no
      longer than ten (10) years. No Option shall be exercisable, in whole or in
      part, prior to one (1) year from the date it is granted unless the Board
      shall specifically determine otherwise, as provided herein. In no event
      shall any Option be exercisable after the expiration of ten (10) years
      from the date it is granted. Unless otherwise specified by the Board or
      the Committee in the resolution authorizing such Option, the date of grant
      of an Option shall be deemed to be the date upon which the Board or the
      Committee authorizes the granting of such
  Option.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Each
Option shall be exercisable to the nearest whole share, in installments or
otherwise, as the respective Option agreements may provide. During the lifetime
of an Optionee, the Option shall be exercisable only by the Optionee and shall
not be assignable or transferable by the Optionee, and no other person shall
acquire any rights therein. To the extent not exercised, installments (if more
than one) shall accumulate, but shall be exercisable, in whole or in part, only
during the period for exercise as stated in the Option agreement, whether or not
other installments are then exercisable.

    


    
      	
            	
              (e)

            	
              Termination
      of Status as Employee, Consultant or Director:  If Optionee's status
      as an employee shall terminate for any reason other than Optionee's
      disability or death, then Optionee (or if the Optionee shall die after
      such termination, but prior to exercise, Optionee's personal
      representative or the person entitled to succeed to the Option) shall have
      the right to exercise the portions of any of Optionee's Incentive Stock
      Options which were exercisable as of the date of such termination, in
      whole or in part, not less than 30 days nor more than three (3) months
      after such termination (or, in the event of "termination
      for good cause" as
      that term is defined in Delaware case law related thereto, or by the terms
      of the Plan or the Option Agreement or an employment agreement, the Option
      shall automatically terminate as of the termination of employment as to
      all shares covered by the
Option).

            


    

    


    With
respect to Nonstatutory Options granted to employees, directors or consultants,
the Board may specify such period for exercise, not less than 30 days (except
that in the case of "termination for cause" or
removal of a director, the Option shall automatically terminate as of the
termination of employment or services as to shares covered by the Option),
following termination of employment or services as the Board deems reasonable
and appropriate. The Option may be exercised only with respect to installments
that the Optionee could have exercised at the date of termination of employment
or services. Nothing contained herein or in any Option granted pursuant hereto
shall be construed to affect or restrict in any way the right of the Company to
terminate the employment or services of an Optionee with or without
cause.

    


    
      	
            	
              (f)

            	
              Disability
      of Optionee:  If an Optionee is
      disabled (within the meaning of Section 22(e)(3) of the Code) at the time
      of termination, the three (3) month period set forth in Section 5(e) shall
      be a period, as determined by the Board and set forth in the Option, of
      not less than six months nor more than one year after such
      termination.

            


    

    


    
      	
            	
              (g)

            	
              Death
      of Optionee:  If an Optionee dies
      while employed by, engaged as a consultant to, or serving as a Director of
      the Company, the portion of such Optionee's Option which was exercisable
      at the date of death may be exercised, in whole or in part, by the estate
      of the decedent or by a person succeeding to the right to exercise such
      Option at any time within (i) a period, as determined by the Board and set
      forth in the Option, of not less than six (6) months nor more than one (1)
      year after Optionee's death, which period shall not be more, in the case
      of a Nonstatutory Option, than the period for exercise following
      termination of employment or services, or (ii) during the remaining term
      of the Option, whichever is the lesser. The Option may be so exercised
      only with respect to installments exercisable at the time of Optionee's
      death and not previously exercised by the
  Optionee.

            


    

    


    
      	
            	
              (h)

            	
              Nontransferability
      of Option:  No Option shall be
      transferable by the Optionee, except by will or by the laws of descent and
      distribution.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Recapitalization:  Subject to any
      required action of shareholders, the number of shares of Stock covered by
      each outstanding Option, and the exercise price per share thereof set
      forth in each such Option, shall be proportionately adjusted for any
      increase or decrease in the number of issued shares of Stock of the
      Company resulting from a stock split, stock dividend, combination,
      subdivision or reclassification of shares, or the payment of a stock
      dividend, or any other increase or decrease in the number of such shares
      affected without receipt of consideration by the Company; provided,
      however, the conversion of any convertible securities of the Company shall
      not be deemed to have been "effected
      without receipt of consideration" by the
      Company.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization.  In such event, if the entity
which shall be the surviving entity does not tender to Optionee an offer, for
which it has no obligation to do so, to substitute for any unexercised Option a
stock option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Paragraph 6(d) of the Plan; provided,
that any such right granted shall be granted to all Optionees not receiving an
offer to receive substitute options on a consistent basis, and provided further,
that any such exercise shall be subject to the consummation of such
Reorganization.

      


    Subject
to any required action of shareholders, if the Company shall be the surviving
entity in any merger or consolidation, each outstanding Option thereafter shall
pertain to and apply to the securities to which a holder of shares of Stock
equal to the shares subject to the Option would have been entitled by reason of
such merger or consolidation.

    


    In the
event of a change in the Stock of the Company as presently constituted, which is
limited to a change of all of its authorized shares without par value into the
same number of shares with a par value, the shares resulting from any such
change shall be deemed to be the Stock within the meaning of the
Plan.

    


    To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided in this Section 5(i), the Optionee shall have no rights by reason of
any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares
of stock of any class, and the number or price of shares of Stock subject to any
Option shall not be affected by, and no adjustment shall be made by reason of,
any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.

    


    The Grant
of an Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve,
or liquidate or to sell or transfer all or any part of its business or
assets.

    


    
      	
               
      

            	
              (j)

            	
              Rights
      as a Shareholder:  An Optionee shall
      have no rights as a shareholder with respect to any shares covered by an
      Option until the effective date of the issuance of the shares following
      exercise of such Option by Optionee. No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities or other
      property) or distributions or other rights for which the record date is
      prior to the date such stock certificate is issued, except as expressly
      provided in Section 5(i)
hereof.

            


    

    


    
      	
            	
              (k)

            	
              Modification,
      Acceleration, Extension, and Renewal of Options:  Subject to the terms
      and conditions and within the limitations of the Plan, the Board may
      modify an Option, or, once an Option is exercisable, accelerate the rate
      at which it may be exercised, and may extend or renew outstanding Options
      granted under the Plan or accept the surrender of outstanding Options (to
      the extent not theretofore exercised) and authorize the granting of new
      Options in substitution for such Options, provided such action is
      permissible under Section 422 of the Code and applicable state securities
      rules. Notwithstanding the provisions of this Section 5(k), however, no
      modification of an Option shall, without the consent of the Optionee,
      alter to the Optionee's detriment or impair any rights or obligations
      under any Option theretofore granted under the
  Plan.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Exercise
      Before Exercise Date:  At the discretion of
      the Board, the Option may, but need not, include a provision whereby the
      Optionee may elect to exercise all or any portion of the Option prior to
      the stated exercise date of the Option or any installment thereof. Any
      shares so purchased prior to the stated exercise date shall be subject to
      repurchase by the Company upon termination of Optionee's employment as
      contemplated by Section 5(n) hereof prior to the exercise date stated in
      the Option and such other restrictions and conditions as the Board or
      Committee may deem
advisable.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
            	
              (m)

            	
              Other
      Provisions:  The Option agreements
      authorized under the Plan shall contain such other provisions, including,
      without limitation, restrictions upon the exercise of the Options, as the
      Board or the Committee shall deem advisable. Shares shall not be issued
      pursuant to the exercise of an Option, if the exercise of such Option or
      the issuance of shares thereunder would violate, in the opinion of legal
      counsel for the Company, the provisions of any applicable law or the rules
      or regulations of any applicable governmental or administrative agency or
      body, such as the Code, the Securities Act, the Exchange Act, applicable
      state securities rules, Delaware corporation law, and the rules
      promulgated under the foregoing or the rules and regulations of any
      exchange upon which the shares of the Company are listed. Without limiting
      the generality of the foregoing, the exercise of each Option shall be
      subject to the condition that if at any time the Company shall determine
      that (i) the satisfaction of withholding tax or other similar liabilities,
      or (ii) the listing, registration or qualification of any shares covered
      by such exercise upon any securities exchange or under any state or
      federal law, or (iii) the consent or approval of any regulatory body, or
      (iv) the perfection of any exemption from any such withholding, listing,
      registration, qualification, consent or approval is necessary or desirable
      in connection with such exercise or the issuance of shares thereunder,
      then in any such event, such exercise shall not be effective unless such
      withholding, listing registration, qualification, consent, approval or
      exemption shall have been effected, obtained or perfected free of any
      conditions not acceptable to the
Company.

            


    

    


    
      	
            	
              (n)

            	
              Repurchase
      Agreement:  The Board may, in its
      discretion, require as a condition to the Grant of an Option hereunder,
      that an Optionee execute an agreement with the Company, in form and
      substance satisfactory to the Board in its discretion ("Repurchase
      Agreement"), (i)
      restricting the Optionee's right to transfer shares purchased under such
      Option without first offering such shares to the Company or another
      shareholder of the Company upon the same terms and conditions as provided
      therein; and (ii) providing that upon termination of Optionee's employment
      with the Company, for any reason, the Company (or another shareholder of
      the Company, as provided in the Repurchase Agreement) shall have the right
      at its discretion (or the discretion of such other shareholders) to
      purchase and/or redeem all such shares owned by the Optionee on the date
      of termination of his or her employment at a price equal to: (A) the fair
      value of such shares as of such date of termination; or (B) if such
      repurchase right lapses at 20% of the number of shares per year, the
      original purchase price of such shares, and upon terms of payment
      permissible under applicable state securities rules; provided that in the
      case of Options or Stock Awards granted to officers, directors,
      consultants or affiliates of the Company, such repurchase provisions may
      be subject to additional or greater restrictions as determined by the
      Board or Committee.

            


    

    


    
      	
              6.

            	
              Stock Awards and Restricted Stock
      Purchase Offers.

            


    

    


    
      	
            	
              (a)

            	
              Types
      of Grants.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Stock
      Award. 
      All or part of any
      Stock Award under the Plan may be subject to conditions established by the
      Board or the Committee, and set forth in the Stock Award Agreement, which
      may include, but are not limited to, continuous service with the Company,
      achievement of specific business objectives, increases in specified
      indices, attaining growth rates and other comparable measurements of
      Company performance. Such Awards may be based on Fair Market Value or
      other specified valuation. All Stock Awards will be made pursuant to the
      execution of a Stock Award Agreement substantially in the form attached
      hereto as Exhibit
      C.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Restricted
      Stock Purchase Offer.  A Grant of a Restricted Stock
      Purchase Offer under the Plan shall be subject to such (i) vesting
      contingencies related to the Participant's continued association with the
      Company for a specified time and (ii) other specified conditions as the
      Board or Committee shall determine, in their sole discretion, consistent
      with the provisions of the Plan. All Restricted Stock Purchase Offers
      shall be made pursuant to a Restricted Stock Purchase Offer substantially
      in the form attached hereto as Exhibit
      D.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
            	
              (b)

            	
              Conditions
      and Restrictions.  Shares of Stock which
      Participants may receive as a Stock Award under a Stock Award Agreement or
      Restricted Stock Purchase Offer under a Restricted Stock Purchase Offer
      may include such restrictions as the Board or Committee, as applicable,
      shall determine, including restrictions on transfer, repurchase rights,
      right of first refusal, and forfeiture provisions. When transfer of Stock
      is so restricted or subject to forfeiture provisions it is referred to as
      "Restricted
      Stock". Further,
      with Board or Committee approval, Stock Awards or Restricted Stock
      Purchase Offers may be deferred, either in the form of installments or a
      future lump sum distribution. The Board or Committee may permit selected
      Participants to elect to defer distributions of Stock Awards or Restricted
      Stock Purchase Offers in accordance with procedures established by the
      Board or Committee to assure that such deferrals comply with applicable
      requirements of the Code including, at the choice of Participants, the
      capability to make further deferrals for distribution after retirement.
      Any deferred distribution, whether elected by the Participant or specified
      by the Stock Award Agreement, Restricted Stock Purchase Offers or by the
      Board or Committee, may require the payment be forfeited in accordance
      with the provisions of Section 6(c). Dividends or dividend equivalent
      rights may be extended to and made part of any Stock Award or Restricted
      Stock Purchase Offers denominated in Stock or units of Stock, subject to
      such terms, conditions and restrictions as the Board or Committee may
      establish.

            


    

    


    
      	
            	
              (c)

            	
              Cancellation
      and Rescission of Grants.  Unless the Stock Award Agreement
      or Restricted Stock Purchase Offer specifies otherwise, the Board or
      Committee, as applicable, may cancel any unexpired, unpaid, or deferred
      Grants at any time if the Participant is not in compliance with all other
      applicable provisions of the Stock Award Agreement or Restricted Stock
      Purchase Offer, or the Plan.

            


    

    


    
      	
            	
              (d)

            	
              Nonassignability.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Except pursuant to Section
      6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant or any
      other benefit under the Plan shall be assignable or transferable, or
      payable to or exercisable by, anyone other than the Participant to whom it
      was granted.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Where a Participant terminates
      employment and retains a Grant pursuant to Section 6(e)(ii) in order to
      assume a position with a governmental, charitable or educational
      institution, the Board or Committee, in its discretion and to the extent
      permitted by law, may authorize a third party (including but not limited
      to the trustee of a "blind" trust), acceptable to the applicable
      governmental or institutional authorities, the Participant and the Board
      or Committee, to act on behalf of the Participant with regard to such
      Awards.

            


    

    


    
      	
            	
              (e)

            	
              Termination
      of Employment. 
      If the employment or
      service to the Company of a Participant terminates, other than pursuant to
      any of the following provisions under this Section 6(e), all unexercised,
      deferred and unpaid Stock Awards or Restricted Stock Purchase Offers shall
      be cancelled immediately, unless the Stock Award Agreement or Restricted
      Stock Purchase Offer provides
otherwise:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Retirement
      Under a Company Retirement Plan.  When a Participant's employment
      terminates as a result of retirement in accordance with the terms of a
      Company retirement plan, the Board or Committee may permit Stock Awards or
      Restricted Stock Purchase Offers to continue in effect beyond the date of
      retirement in accordance with the applicable Grant Agreement and the
      exercisability and vesting of any such Grants may be
      accelerated.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Rights
      in the Best Interests of the Company.  When a Participant resigns from
      the Company and, in the judgment of the Board or Committee, the
      acceleration and/or continuation of outstanding Stock Awards or Restricted
      Stock Purchase Offers would be in the best interests of the Company, the
      Board or Committee may (i) authorize, where appropriate, the acceleration
      and/or continuation of all or any part of Grants issued prior to such
      termination and (ii) permit the exercise, vesting and payment of such
      Grants for such period as may be set forth in the applicable Grant
      Agreement, subject to earlier cancellation pursuant to Section 9 or at
      such time as the Board or Committee shall deem the continuation of all or
      any part of the Participant's Grants are not in the Company's best
      interest.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              Death
      or Disability of a
Participant.

            


    

    


    
      	
               
      

            	
              (1)

            	
              In the event of a Participant's
      death, the Participant's estate or beneficiaries shall have a period up to
      the expiration date specified in the Grant Agreement within which to
      receive or exercise any outstanding Grant held by the Participant under
      such terms as may be specified in the applicable Grant Agreement. Rights
      to any such outstanding Grants shall pass by will or the laws of descent
      and distribution in the following order: (a) to beneficiaries so
      designated by the Participant; if none, then (b) to a legal representative
      of the Participant; if none, then (c) to the persons entitled thereto as
      determined by a court of competent jurisdiction. Grants so passing shall
      be made at such times and in such manner as if the Participant were
      living.

            


    

    


    
      	
               
      

            	
              (2)

            	
              In the event a Participant is
      deemed by the Board or Committee to be unable to perform his or her usual
      duties by reason of mental disorder or medical condition which does not
      result from facts which would be grounds for termination for cause, Grants
      and rights to any such Grants may be paid to or exercised by the
      Participant, if legally competent, or a committee or other legally
      designated guardian or representative if the Participant is legally
      incompetent by virtue of such
disability.

            


    

    


    
      	
               
      

            	
              (3)

            	
              After the death or disability of
      a Participant, the Board or Committee may in its sole discretion at any
      time (1) terminate restrictions in Grant Agreements; (2) accelerate any or
      all installments and rights; and (3) instruct the Company to pay the total
      of any accelerated payments in a lump sum to the Participant, the
      Participant's estate, beneficiaries or representative; notwithstanding
      that, in the absence of such termination of restrictions or acceleration
      of payments, any or all of the payments due under the Grant might
      ultimately have become payable to other
    beneficiaries.

            


    

    


    
      	
               
      

            	
              (4)

            	
              In the event of uncertainty as to
      interpretation of or controversies concerning this Section 6, the
      determinations of the Board or Committee, as applicable, shall be binding
      and conclusive.

            


    

    


    
      	
              7.

            	
              Investment Intent.  All
      Grants under the Plan are intended to be exempt from registration under
      the Securities Act provided by Rule 701 thereunder. Unless and until the
      granting of Options or sale and issuance of Stock subject to the Plan are
      registered under the Securities Act or shall be exempt pursuant to the
      rules promulgated thereunder, each Grant under the Plan shall provide that
      the purchases or other acquisitions of Stock thereunder shall be for
      investment purposes and not with a view to, or for resale in connection
      with, any distribution thereof. Further, unless the issuance and sale of
      the Stock have been registered under the Securities Act, each Grant shall
      provide that no shares shall be purchased upon the exercise of the rights
      under such Grant unless and until (i) all then applicable requirements of
      state and federal laws and regulatory agencies shall have been fully
      complied with to the satisfaction of the Company and its counsel, and (ii)
      if requested to do so by the Company, the person exercising the rights
      under the Grant shall (i) give written assurances as to knowledge and
      experience of such person (or a representative employed by such person) in
      financial and business matters and the ability of such person (or
      representative) to evaluate the merits and risks of exercising the Option,
      and (ii) execute and deliver to the Company a letter of investment intent
      and/or such other form related to applicable exemptions from registration,
      all in such form and substance as the Company may require. If shares are
      issued upon exercise of any rights under a Grant without registration
      under the Securities Act, subsequent registration of such shares shall
      relieve the purchaser thereof of any investment restrictions or
      representations made upon the exercise of such
    rights.

            


    

    


    
      	
              8.

            	
              Amendment, Modification,
      Suspension or Discontinuance of the Plan.  The Board may, insofar as
      permitted by law, from time to time, with respect to any shares at the
      time not subject to outstanding Grants, suspend or terminate the Plan or
      revise or amend it in any respect whatsoever, except that without the
      approval of the shareholders of the Company, no such revision or amendment
      shall (i) increase the number of shares subject to the Plan, (ii) decrease
      the price at which Grants may be granted, (iii) materially increase the
      benefits to Participants, or (iv) change the class of persons eligible to
      receive Grants under the Plan; provided, however, no such action shall
      alter or impair the rights and obligations under any Option, or Stock
      Award, or Restricted Stock Purchase Offer outstanding as of the date
      thereof without the written consent of the Participant thereunder. No
      Grant may be issued while the Plan is suspended or after it is terminated,
      but the rights and obligations under any Grant issued while the Plan is in
      effect shall not be impaired by suspension or termination of the
      Plan.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued
Grants.

    


    
      	
              9.

            	
              Tax Withholding. The Company
      shall have the right to deduct applicable taxes from any Grant payment and
      withhold, at the time of delivery or exercise of Options, Stock Awards or
      Restricted Stock Purchase Offers or vesting of shares under such Grants,
      an appropriate number of shares for payment of taxes required by law or to
      take such other action as may be necessary in the opinion of the Company
      to satisfy all obligations for withholding of such taxes. If Stock is used
      to satisfy tax withholding, such stock shall be valued based on the Fair
      Market Value when the tax withholding is required to be
      made.

            


    

    


    
      	
              10.

            	
              Availability of Information.
      During the term of the Plan and any additional period during which a Grant
      granted pursuant to the Plan shall be exercisable, the Company shall make
      available, not later than one hundred and twenty (120) days following the
      close of each of its fiscal years, such financial and other information
      regarding the Company as is required by the bylaws of the Company and
      applicable law to be furnished in an annual report to the shareholders of
      the Company.

            


    

    


    
      	
              11.

            	
              Notice. Any written notice to the
      Company required by any of the provisions of the Plan shall be addressed
      to the chief personnel officer or to the chief executive officer of the
      Company, and shall become effective when it is received by the office of
      the chief personnel officer or the chief executive
      officer.

            


    

    


    
      	
              12.

            	
              Indemnification of Board. In
      addition to such other rights or indemnifications as they may have as
      directors or otherwise, and to the extent allowed by applicable law, the
      members of the Board and the Committee may be indemnified by the Company
      against the reasonable expenses, including attorneys' fees, actually and
      necessarily incurred in connection with the defense of any claim, action,
      suit or proceeding, or in connection with any appeal thereof, to which
      they or any of them may be a party by reason of any action taken, or
      failure to act, under or in connection with the Plan or any Grant granted
      thereunder, and against all amounts paid by them in settlement thereof
      (provided such settlement is approved by independent legal counsel
      selected by the Company) or paid by them in satisfaction of a judgment in
      any such claim, action, suit or proceeding, except in any case in relation
      to matters as to which it shall be adjudged in such claim, action, suit or
      proceeding that such Board or Committee member is liable for negligence or
      misconduct in the performance of his or her duties; provided that within
      sixty (60) days after institution of any such action, suit or Board
      proceeding the member involved shall offer the Company, in writing, the
      opportunity, at its own expense, to handle and defend the
      same.

            


    

    


    
      	
              13.

            	
              Governing Law. The Plan and all
      determinations made and actions taken pursuant hereto, to the extent not
      otherwise governed by the Code or the securities laws of the United
      States, shall be governed by the law of the State of Delaware and
      construed accordingly.

            


    

    


    
      	
              14.

            	
              Effective and Termination Dates.
      The Plan shall become effective on the date it is approved by the Board.
      If the Plan is not approved by the holders of a majority of the shares of
      Stock within one (1) year from the date it is adopted and approved by the
      Board of Directors of the Company, all stock options granted hereunder
      shall be deemed non-statutory options.  The Plan shall terminate ten
      years later, subject to earlier termination by the Board pursuant to
      Section 8.

            


    

    


    The
foregoing 2011 Drinks
Americas Incentive Stock Plan was duly adopted and approved by the Board
of Directors on January 4, 2011.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    


    DRINKS
AMERICAS

    
      
        	
                INCENTIVE
      STOCK OPTION AGREEMENT

              
	 
      


      

    

    


    This
Incentive Stock Option Agreement ("Agreement") is made and
entered into as of the date set forth below, by and between Drinks Americas
Holdings, Ltd., a Delaware corporation (the "Company"), and the employee of
the Company named in Section 1(b). ("Optionee"):

    


    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

    


    1. 
Option
Information.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    (a)

                                  	
                                    Date
      of Option:

                                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                    (b)

                                  	
                                    Optionee:

                                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                    (c)

                                  	
                                    Number
      of Shares:

                                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                    (d)

                                  	
                                    Exercise
      Price:

                                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                    (e)           

                                  	
                                    Vesting
      Schedule      

                                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	
                                    (f)

                                  	
                                    Termination
      Date

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    2. 
Acknowledgements.

    


    (a)     Optionee
is an employee of the Company.

    


    (b)     The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted the Drinks Americas 2011 Incentive Stock
Plan (the "Plan"),
pursuant to which this Option is being granted.

    


    (c)     The
Board has authorized the granting to Optionee of an incentive stock option
("Option") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, (the "Code") to purchase shares of
common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder.

    


    3. 
Shares;
Price.  The Company hereby
grants to Optionee the right to purchase, upon and subject to the terms and
conditions herein stated, the number of shares of Stock set forth in Section
1(c) above (the "Shares") for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in
their sole and absolute discretion) at the price per Share set forth in Section
1(d) above (the "Exercise
Price"), such price being not less than the fair market value per share
of the Shares covered by this Option as of the date hereof.

    


    4. 
Term of Option;
Continuation of Employment. 
This Option shall expire, and all rights hereunder to purchase the Shares
shall terminate upon the Termination Date noted above. This Option shall earlier
terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's employment if such termination occurs prior to the
Termination Date Nothing contained herein shall confer upon Optionee the right
to the continuation of his or her employment by the Company or to interfere with
the right of the Company to terminate such employment or to increase or decrease
the compensation of Optionee from the rate in existence at the date
hereof.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    5. 
Vesting of
Option.  Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the term of Optionee's employment according to terms deemed acceptable to
the Board of Directors of Company in their sole and absolute discretion
according to the schedule set forth in Section 1(e) above (the “Vesting
Schedule”).

    


    6. 
Exercise.  This Option shall be exercised by delivery
to the Company of (a) written notice of exercise stating the number of Shares
being purchased (in whole shares only) and such other information set forth on
the form of Notice of Exercise attached hereto as Appendix A, (b) a check or
cash in the amount of the Exercise Price of the Shares covered by the notice (or
such other consideration as has been approved by the Board of Directors
consistent with the Plan) and (c) a written investment representation as
provided for in Section 13 hereof. Notwithstanding anything to the contrary
contained in this Option, this Option may be exercised by presentation and
surrender of this Option to the Company at its principal executive offices with
a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a “Cashless
Exercise”).  In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall surrender this Option for that number
of shares of Common Stock determined by multiplying the number of Shares to
which it would otherwise be entitled by a fraction, the numerator of which shall
be the difference between the then current Market Price per share of the Common
Stock and the Exercise Price, and the denominator of which shall be the then
current Market Price per share of Common Stock.  For example, if the holder
is exercising 100,000 Options with a per Option exercise price of $0.75 per
share through a cashless exercise when the Common Stock’s current Market Price
per share is $2.00 per share, then upon such Cashless Exercise the holder will
receive 62,500 shares of Common Stock.  Market Price is defined as the
average of the last reported sale prices on the principal trading market for the
Common Stock during the five (5) trading days immediately preceding such
date.  This Option shall not be assignable or transferable, except by will
or by the laws of descent and distribution, and shall be exercisable only by
Optionee during his or her lifetime, except as provided in Section 8
hereof.

    


    7. 
Termination of
Employment.  If Optionee shall
cease to be employed by the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death, Optionee (or if the Optionee
shall die after such termination, but prior to such exercise date, Optionee's
personal representative or the person entitled to succeed to the Option) shall
have the right at any time within three (3) months following such termination of
employment or the remaining term of this Option, whichever is the lesser, to
exercise in whole or in part this Option to the extent, but only to the extent,
that this Option was exercisable as of the date of termination of employment and
had not previously been exercised; provided, however: (i) if Optionee is
permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the
time of termination, the foregoing three (3) month period shall be extended to
six (6) months; or (ii) if Optionee is terminated "for cause" or by the terms of
the Plan or this Option Agreement or by any employment agreement between the
Optionee and the Company, this Option shall automatically terminate as to all
Shares covered by this Option not exercised prior to termination. Unless earlier
terminated, all rights under this Option shall terminate in any event on the
expiration date of this Option as defined in Section 4 hereof.

    


    8. 
Death of
Optionee.  If the Optionee
shall die while in the employ of the Company, Optionee's personal representative
or the person entitled to Optionee's rights hereunder may at any time within six
(6) months after the date of Optionee's death, or during the remaining term of
this Option, whichever is the lesser, exercise this Option and purchase Shares
to the extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee's death; provided, in any case, that this
Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee.

    


    9. 
No Rights as
Shareholder.  Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of Shares
following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Section 10
hereof.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    10. 
Recapitalization.  Subject to any required action by the
shareholders of the Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been "effected without receipt of
consideration by the Company".

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Section 5; provided, however, that such
exercise shall be subject to the consummation of such
Reorganization.

     

    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

    


    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

    


    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

    


    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

    


    11. 
Additional
Consideration.  Should the
Internal Revenue Service determine that the Exercise Price established by the
Board as the fair market value per Share is less than the fair market value per
Share as of the date of Option grant, Optionee hereby agrees to tender such
additional consideration, or agrees to tender upon exercise of all or a portion
of this Option, such fair market value per Share as is determined by the
Internal Revenue Service.

    


    12. Modifications, Extension and
Renewal of Options.  The Board
or Committee, as described in the Plan, may modify, extend or renew this Option
or accept the surrender thereof (to the extent not theretofore exercised) and
authorize the granting of a new option in substitution therefore (to the extent
not theretofore exercised), subject at all times to the Plan, and Section 422 of
the Code. Notwithstanding the foregoing provisions of this Section 12, no
modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    13. 
Investment Intent;
Restrictions on Transfer.

    


    (a)
Optionee represents and agrees that if Optionee exercises this Option in whole
or in part, Optionee will in each case acquire the Shares upon such exercise for
the purpose of investment and not with a view to, or for resale in connection
with, any distribution thereof; and that upon such exercise of this Option in
whole or in part, Optionee (or any person or persons entitled to exercise this
Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


    (b)  Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information.

    


    (c)  Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
INCENTIVE STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE
ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

    


    such
other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

    


    14. 
Effects of Early
Disposition.  Optionee
understands that if an Optionee disposes of shares acquired hereunder within two
(2) years after the date of this Option or within one (1) year after the date of
issuance of such shares to Optionee, such Optionee will be treated for income
tax purposes as having received ordinary income at the time of such disposition
of an amount generally measured by the difference between the purchase price and
the fair market value of such stock on the date of exercise, subject to
adjustment for any tax previously paid, in addition to any tax on the difference
between the sales price and Optionee's adjusted cost basis in such shares. The
foregoing amount may be measured differently if Optionee is an officer, director
or ten percent holder of the Company. Optionee agrees to notify the Company
within ten (10) working days of any such disposition.

    


    15. 
Stand-off
Agreement.  Optionee agrees
that in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Optionee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering.

    


    16. 
Restriction Upon
Transfer.  The Shares may not
be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter
provided.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (a) Repurchase Right on
Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Optionee's employment by the
Company, voluntary or involuntary and with or without cause; (ii) retirement or
death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have
occurred as of the date on which a voluntary or involuntary petition in
bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of
the marriage of Optionee, to the extent that any of the Shares are allocated as
the sole and separate property of Optionee's spouse pursuant thereto (in which
case this Section shall only apply to the Shares so affected); or (v) any
attempted transfer by the Optionee of Shares, or any interest therein, in
violation of this Agreement. Upon the occurrence of a Repurchase Event, the
Company shall have the right (but not an obligation) to repurchase all or any
portion of the Shares of Optionee at a price equal to the fair value of the
Shares as of the date of the Repurchase Event.

    


    (b) Repurchase Right on
Termination for Cause.  In the
event Optionee's employment is terminated by the Company "for cause", then the Company
shall have the right (but not an obligation) to repurchase Shares of Optionee at
a price equal to the Exercise Price. Such right of the Company to repurchase
Shares shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the
Shares on each anniversary of the date of this Agreement. In addition, the
Company shall have the right, in the sole discretion of the Board and without
obligation, to repurchase upon termination for cause all or any portion of the
Shares of Optionee, at a price equal to the fair value of the Shares as of the
date of termination, which right is not subject to the foregoing lapsing of
rights. In the event the Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to the Company
for cancellation. 

    


    (c)  Exercise of Repurchase
Right.  Any Repurchase Right
under Paragraphs 16(a) or 16(b) shall be exercised by giving notice of exercise
as provided herein to Optionee or the estate of Optionee, as applicable. Such
right shall be exercised, and the repurchase price thereunder shall be paid, by
the Company within a ninety (90) day period beginning on the date of notice to
the Company of the occurrence of such Repurchase Event (except in the case of
termination of employment or retirement, where such option period shall begin
upon the occurrence of the Repurchase Event). Such repurchase price shall be
payable only in the form of cash (including a check drafted on immediately
available funds) or cancellation of purchase money indebtedness of the Optionee
for the Shares. If the Company can not purchase all such Shares because it is
unable to meet the financial tests set forth in the Delaware General Corporation
Law, the Company shall have the right to purchase as many Shares as it is
permitted to purchase under such sections. Any Shares not purchased by the
Company hereunder shall no longer be subject to the provisions of this Section
16.

    


    (d)  Right of First
Refusal.  In the event Optionee
desires to transfer any Shares during his or her lifetime, Optionee shall first
offer to sell such Shares to the Company. Optionee shall deliver to the Company
written notice of the intended sale, such notice to specify the number of Shares
to be sold, the proposed purchase price and terms of payment, and grant the
Company an option for a period of thirty days following receipt of such notice
to purchase the offered Shares upon the same terms and conditions. To exercise
such option, the Company shall give notice of that fact to Optionee within the
thirty (30) day notice period and agree to pay the purchase price in the manner
provided in the notice. If the Company does not purchase all of the Shares so
offered during foregoing option period, Optionee shall be under no obligation to
sell any of the offered Shares to the Company, but may dispose of such Shares in
any lawful manner during a period of one hundred and eighty (180) days following
the end of such notice period, except that Optionee shall not sell any such
Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company.

    


    (e)  Acceptance of
Restrictions.  Acceptance of
the Shares shall constitute the Optionee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such
restrictions, however, so long as the Optionee is the holder of the Shares, or
any portion thereof, he shall be entitled to receive all dividends declared on
and to vote the Shares and to all other rights of a shareholder with respect
thereto.

    


    (f)  Permitted
Transfers.  Notwithstanding any
provisions in this Section 16 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or
grandchildren, or a trust for the benefit of the Optionee or any such
transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Optionee
herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 16(a) wherein the permitted
transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Optionee and the Company.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (g)  Release of Restrictions on
Shares.  All other restrictions
under this Section 16 shall terminate five (5) years following the date of this
Agreement, or when the Company's securities are publicly traded, whichever
occurs earlier.

    


    17. 
Notices.  Any notice required to be given pursuant
to this Option or the Plan shall be in writing and shall be deemed to be
delivered upon receipt or, in the case of notices by the Company, five (5) days
after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the
address last provided to the Company by Optionee for his or her employee
records.

    


    18. 
Agreement Subject to
Plan; Applicable Law.  This
Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the
principal office of the Company. Any provision of this Option inconsistent with
the Plan shall be considered void and replaced with the applicable provision of
the Plan. This Option has been granted, executed and delivered in the State of
Delaware, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts located in the
State of New York.

    


    In Witness
Whereof, the parties hereto have executed this Option as of the date
first above written.

    


    
      
        
          
            
              
                
                  	
                          COMPANY:

                        	
                          DRINKS
      AMERICAS HOLDINGS, LTD.

                          a
      Delaware corporation

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        	 
      
	 
      	
                          Title:

                        	 
      
	 
      	 
      	 
      
	
                          OPTIONEE:

                        	
                          By:

                        	 
      
	 
      	 
      	
                          (signature)

                        
	 
      	
                          Name:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Appendix
A

    


    NOTICE OF
EXERCISE

    


    DRINKS
AMERICAS HOLDINGS, LTD.

    _________________

    _________________

    _________________

    


    Re:
Incentive Stock Option

    


    1)           Notice
is hereby given pursuant to Section 6 of my Incentive Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:

    


    Incentive
Stock Option Agreement dated: ____________

    


    Number of
shares being purchased: ____________

    


    Exercise
Price: $____________

    


    A check
in the amount of the aggregate price of the shares being purchased is
attached.

    


    OR

    


    2)           I
elect a cashless exercise pursuant to Section 6 of my Incentive Stock
Option.  The Average Market Price as of _______ was $_____.

    


    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

    


    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

    


    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Drinks Americas 2011 Incentive Stock Plan.

    


    
      
        
          
            	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    (signature)

                  
	 
      	
                    Name:

                  	 
      


          

        

      

    

    


    Appendix
A


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
B-1

    


    DRINKS
AMERICAS

    
      
        	
                EMPLOYEE
      NONSTATUTORY STOCK OPTION AGREEMENT

              
	 
      


      

    

    


    This
Employee Nonstatutory Stock Option Agreement ("Agreement") is made and
entered into as of the date set forth below, by and between Drinks Americas
Holdings, Ltd., a Delaware corporation (the "Company"), and the following
employee of the Company ("Optionee"):

    


    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

    


    1. 
Option
Information.

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  (a)

                                	
                                  Date
      of Option:

                                	 
      	 
      
	
                                  (b)

                                	
                                  Optionee:

                                	 
      	 
      
	
                                  (c)

                                	
                                  Number
      of Shares:

                                	  
      	 
      
	
                                  (d)

                                	
                                  Exercise
      Price:

                                	 
      	 
      
	
                                  (e)

                                	
                                  Vesting
      Schedule          

                                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                  (f)          

                                	
                                  Termination
      Date

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    2. 
Acknowledgements.

    (a)
Optionee is an employee of the Company.

    


    (b) The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted the Drinks Americas 2011 Incentive Stock
Plan (the "Plan"),
pursuant to which this Option is being granted; and

    


    (c) The
Board has authorized the granting to Optionee of a nonstatutory stock option
("Option") to purchase
shares of common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder.

    


    3. 
Shares;
Price.  Company hereby grants
to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above
(the "Shares") for cash
or on a cashless basis (or other consideration as is acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price").

     

    4. 
Term of Option;
Continuation of Service.  This
Option shall expire, and all rights hereunder to purchase the Shares shall
terminate upon the Termination Date noted above. This Option shall earlier
terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's employment if such termination occurs prior to the
Termination Date. Nothing contained herein shall confer upon Optionee the right
to the continuation of his or her employment by the Company or to interfere with
the right of the Company to terminate such employment or to increase or decrease
the compensation of Optionee from the rate in existence at the date
hereof.

    


    5. 
Vesting of
Option.  Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the term of Optionee's employment according to terms deemed acceptable to
the Board of Directors of Company in their sole and absolute discretion
according to the schedule set forth in Section 1(e) above (the “Vesting
Schedule”)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    6. 
Exercise.  This Option shall be exercised by delivery
to the Company of (a) written notice of exercise stating the number of Shares
being purchased (in whole shares only) and such other information set forth on
the form of Notice of Exercise attached hereto as Appendix A, (b) a
check or cash in the amount of the Exercise Price of the Shares covered by the
notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. Notwithstanding anything to the contrary
contained in this Option, this Option may be exercised by presentation and
surrender of this Option to the Company at its principal executive offices with
a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a “Cashless
Exercise”).  In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall surrender this Option for that number
of shares of Common Stock determined by multiplying the number of Shares to
which it would otherwise be entitled by a fraction, the numerator of which shall
be the difference between the then current Market Price per share of the Common
Stock and the Exercise Price, and the denominator of which shall be the then
current Market Price per share of Common Stock.  For example, if the holder
is exercising 100,000 Options with a per exercise price of $0.75 per share
through a cashless exercise when the Common Stock’s current Market Price per
share is $2.00 per share, then upon such Cashless Exercise the holder will
receive 62,500 shares of Common Stock.  Market Price is defined as the
average of the last reported sale prices on the principal trading market for the
Common Stock during the five (5) trading days immediately preceding such
date.  This Option shall not be assignable or transferable, except by will
or by the laws of descent and distribution, and shall be exercisable only by
Optionee during his or her lifetime, except as provided in Section 8
hereof.

    


    7. 
Termination of
Employment.  If Optionee shall
cease to be employed by the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death, Optionee (or if the Optionee
shall die after such termination, but prior to such exercise date, Optionee's
personal representative or the person entitled to succeed to the Option) shall
have the right at any time within three (3) months following such termination of
employment or the remaining term of this Option, whichever is the lesser, to
exercise in whole or in part this Option to the extent, but only to the extent,
that this Option was exercisable as of the date of termination of employment and
had not previously been exercised; provided, however: (i) if Optionee is
permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the
time of termination, the foregoing three (3) month period shall be extended to
six (6) months; or (ii) if Optionee is terminated "for cause", or by the terms
of the Plan or this Option Agreement or by any employment agreement between the
Optionee and the Company, this Option shall automatically terminate as to all
Shares covered by this Option not exercised prior to termination.

    


    Unless
earlier terminated, all rights under this Option shall terminate in any event on
the expiration date of this Option as defined in Section 4 hereof.

    


    8. 
Death of
Optionee.  If the Optionee
shall die while in the employ of the Company, Optionee's personal representative
or the person entitled to Optionee's rights hereunder may at any time within six
(6) months after the date of Optionee's death, or during the remaining term of
this Option, whichever is the lesser, exercise this Option and purchase Shares
to the extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee's death; provided, in any case, that this
Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee.

    


    9. 
No Rights as
Shareholder.  Optionee shall
have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of the Shares
following exercise of this Option, and no adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Section 10
hereof.

    


    10. 
Recapitalization.  Subject to any required action by the
shareholders of the Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase
or decrease in the number of issued shares resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company; provided however that the conversion of any
convertible securities of the Company shall not be deemed having been "effected
without receipt of consideration by the Company".


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Section 5; provided, however, that such
exercise shall be subject to the consummation of such
Reorganization.

    


    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

    


    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

    


    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

    


    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

    


    11. 
Taxation upon Exercise
of Option.  Optionee
understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by
which the fair market value of the Shares, determined as of the date of
exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
shall constitute an agreement by Optionee to report such income in accordance
with then applicable law and to cooperate with Company in establishing the
amount of such income and corresponding deduction to the Company for its income
tax purposes. Withholding for federal or state income and employment tax
purposes will be made, if and as required by law, from Optionee's then current
compensation, or, if such current compensation is insufficient to satisfy
withholding tax liability, the Company may require Optionee to make a cash
payment to cover such liability as a condition of the exercise of this
Option.

    


    12. 
Modification,
Extension and Renewal of Options. 
The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept the surrender thereof (to the extent not theretofore
exercised) and authorize the granting of a new option in substitution therefore
(to the extent not theretofore exercised), subject at all times to the Plan and
the Code.  Notwithstanding the foregoing provisions of this Section 12, no
modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder. 


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    13. 
Investment Intent;
Restrictions on Transfer.

    


    (a)  Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


    (b)  Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information

    


    (c)  Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

    


    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

    


    14. 
Stand-off
Agreement.  Optionee agrees
that, in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing
an underwritten offering of the Company's securities, Optionee shall not sell,
short any sale of, loan, grant an option for, or otherwise dispose of any of the
Shares (other than Shares included in the offering) without the prior written
consent of the Company or such managing underwriter, as applicable, for a period
of at least one year following the effective date of registration of such
offering.

    


    15. 
Restriction Upon
Transfer.  The Shares may not
be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter
provided.

    


    (a)
Repurchase Right on Termination Other Than for Cause. For the purposes of this
Section, a "Repurchase
Event" shall mean an occurrence of one of (i) termination of Optionee's
employment by the Company, voluntary or involuntary and with or without cause;
(ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall
be deemed to have occurred as of the date on which a voluntary or involuntary
petition in bankruptcy is filed with a court of competent jurisdiction; (iv)
dissolution of the marriage of Optionee, to the extent that any of the Shares
are allocated as the sole and separate property of Optionee's spouse pursuant
thereto (in which case, this Section shall only apply to the Shares so
affected); or (v) any attempted transfer by the Optionee of Shares, or any
interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, the Company shall have the right (but not an obligation) to
repurchase all or any portion of the Shares of Optionee at a price equal to the
fair value of the Shares as of the date of the Repurchase
Event.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)
Repurchase Right on Termination for Cause. In the event Optionee's employment is
terminated by the Company "for cause", then the Company shall have the right
(but not an obligation) to repurchase Shares of Optionee at a price equal to the
Exercise Price. Such right of the Company to repurchase Shares shall apply to
100% of the Shares for one (1) year from the date of this Agreement; and shall
thereafter lapse at the rate of twenty percent (20%) of the Shares on each
anniversary of the date of this Agreement. In addition, the Company shall have
the right, in the sole discretion of the Board and without obligation, to
repurchase upon termination for cause all or any portion of the Shares of
Optionee, at a price equal to the fair value of the Shares as of the date of
termination, which right is not subject to the foregoing lapsing of rights. In
the event the Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for
cancellation.

    


    (c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or
15(b) shall be exercised by giving notice of exercise as provided herein to
Optionee or the estate of Optionee, as applicable. Such right shall be
exercised, and the repurchase price thereunder shall be paid, by the Company
within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of
employment or retirement, where such option period shall begin upon the
occurrence of the Repurchase Event). Such repurchase price shall be payable only
in the form of cash (including a check drafted on immediately available funds)
or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the
financial tests set forth in the Delaware General Corporation Law, the Company
shall have the right to purchase as many Shares as it is permitted to purchase
under such sections. Any Shares not purchased by the Company hereunder shall no
longer be subject to the provisions of this Section 15.

    


    (d) Right
of First Refusal. In the event Optionee desires to transfer any Shares during
his or her lifetime, Optionee shall first offer to sell such Shares to the
Company. Optionee shall deliver to the Company written notice of the intended
sale, such notice to specify the number of Shares to be sold, the proposed
purchase price and terms of payment, and grant the Company an option for a
period of thirty days following receipt of such notice to purchase the offered
Shares upon the same terms and conditions. To exercise such option, the Company
shall give notice of that fact to Optionee within the thirty (30) day notice
period and agree to pay the purchase price in the manner provided in the notice.
If the Company does not purchase all of the Shares so offered during foregoing
option period, Optionee shall be under no obligation to sell any of the offered
Shares to the Company, but may dispose of such Shares in any lawful manner
during a period of one hundred and eighty (180) days following the end of such
notice period, except that Optionee shall not sell any such Shares to any other
person at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the
Optionee's agreement to such restrictions and the legending of his certificates
with respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the
contrary, the Optionee may transfer Shares subject to this Agreement to his or
her parents, spouse, children, or grandchildren, or a trust for the benefit of
the Optionee or any such transferee(s); provided, that such permitted
transferee(s) shall hold the Shares subject to all the provisions of this
Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the
Company.

     

    (g)
Release of Restrictions on Shares. All other restrictions under this Section 15
shall terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    16. 
Notices.  Any notice required to be given pursuant
to this Option or the Plan shall be in writing and shall be deemed to be
delivered upon receipt or, in the case of notices by the Company, five (5) days
after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the
address last provided by Optionee for his or her employee
records.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    17. 
Agreement Subject to
Plan; Applicable Law.  This
Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the
principal office of the Company. Any provision of this Option inconsistent with
the Plan shall be considered void and replaced with the applicable provision of
the Plan. This Option has been granted, executed and delivered in the State of
Delaware, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts located in the
State of New York.

    


    In Witness
Whereof, the parties hereto have executed this Option as of the date
first above written.

    


    
      
        
          
            
              
                
                  	
                          COMPANY:

                        	
                          DRINKS
      AMERICAS HOLDINGS, LTD.

                        
	 
      	
                          a
      Delaware corporation

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        	 
      
	 
      	
                          Title:

                        	 
      
	 
      	 
      	 
      
	
                          OPTIONEE:

                        	
                          By:

                        	 
      
	 
      	 
      	
                          (signature)

                        
	 
      	
                          Name:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Appendix
A

    


    NOTICE
OF EXERCISE

    


    DRINKS
AMERICAS HOLDINGS, LTD.

    _________________

    _________________

    _________________

    


    Re:
Nonstatutory Stock Option

    


    1)           Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:

    


    Nonstatutory
Stock Option Agreement dated: ____________

    


    Number of
shares being purchased: ____________

    


    Exercise
Price: $____________

    


    A check
in the amount of the aggregate price of the shares being purchased is
attached.

    


    OR

    


    2)           I
elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock Option
Agreement.  The Average Market Price as of _______ was $_____.

    


    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

    


    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

    


    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Drinks Americas 2011 Incentive Stock Plan.

    


    
      
        
          
            	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    (signature)

                  
	 
      	
                    Name:

                  	 
      


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
B-2

    


    DRINKS
AMERICAS

    
      
        
          	
                  NONSTATUTORY
      STOCK OPTION AGREEMENT

                
	 
      


        

      

    

    


    This
Nonstatutory Stock Option Agreement ("Agreement") is made and
entered into as of the date set forth below, by and between Drinks Americas
Holdings, Ltd., a Delaware corporation (the "Company"), and the following
Director of the Company ("Optionee"):

    


    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

    


    1. 
Option
Information.

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                (a)

                              	
                                Date
      of Option:

                              	 
      	 
      
	
                                (b)

                              	
                                Optionee:

                              	 
      	 
      
	
                                (c)

                              	
                                Number
      of Shares:

                              	 
      	 
      
	
                                (d)

                              	
                                Exercise
      Price:

                              	 
      	 
      
	
                                (e)

                              	
                                Vesting
      Schedule        

                              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                (f)            

                              	
                                Termination
      Date

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    2. 
Acknowledgements.

    (a)  Optionee
is a member of the Board of Directors of the Company.

    


    (b)  The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted the Drinks Americas 2011 Incentive Stock
Plan (the "Plan"),
pursuant to which this Option is being granted; and

    


    (c)  The
Board has authorized the granting to Optionee of a nonstatutory stock option
("Option") to purchase
shares of common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder.

    


    3. 
Shares;
Price.  Company hereby grants
to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above
(the "Shares") for cash
or on a cashless basis (or other consideration as is acceptable to the Board of
Directors of the Company, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price").

    


    4. 
Term of Option;
Continuation of Service.  This
Option shall expire, and all rights hereunder to purchase the Shares shall
terminate upon the Termination Date noted above. This Option shall earlier
terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's employment if such termination occurs prior to the
Termination Date. Nothing contained herein shall confer upon Optionee the right
to the continuation of his or her employment by the Company or to interfere with
the right of the Company to terminate such employment or to increase or decrease
the compensation of Optionee from the rate in existence at the date
hereof.

    


    5. 
Vesting of
Option.  Subject to the
provisions of Sections 7 and 8 hereof, this Option shall become exercisable
during the term that Optionee serves as a Director of the Company according to
terms deemed acceptable to the Board of Directors of the Company in their sole
and absolute discretion according to the schedule set forth in Section 1(e)
above (the “Vesting Schedule”)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    6. 
Exercise.  This Option shall be exercised by delivery
to the Company of (a) written notice of exercise stating the number of Shares
being purchased (in whole shares only) and such other information set forth on
the form of Notice of Exercise attached hereto as Appendix A, (b) a
check or cash in the amount of the Exercise Price of the Shares covered by the
notice (or such other consideration as has been approved by the Board of
Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. Notwithstanding anything to the contrary
contained in this Option, this Option may be exercised by presentation and
surrender of this Option to the Company at its principal executive offices with
a written notice of the holder’s intention to effect a cashless exercise,
including a calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a “Cashless
Exercise”).  In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall surrender this Option for that number
of shares of Common Stock determined by multiplying the number of Shares to
which it would otherwise be entitled by a fraction, the numerator of which shall
be the difference between the then current Market Price per share of the Common
Stock and the Exercise Price, and the denominator of which shall be the then
current Market Price per share of Common Stock.  For example, if the holder
is exercising 100,000 Options with a per Warrant exercise price of $0.75 per
share through a cashless exercise when the Common Stock’s current Market Price
per share is $2.00 per share, then upon such Cashless Exercise the holder will
receive 62,500 shares of Common Stock.  Market Price is defined as the
average of the last reported sale prices on the principal trading market for the
Common Stock during the five (5) trading days immediately preceding such
date.  This Option shall not be assignable or transferable, except by
will or by the laws of descent and distribution, and shall be exercisable only
by Optionee during his or her lifetime, except as provided in Section 8
hereof.

    


    7.  Termination of
Service.  If Optionee shall cease to serve as a Director of the
Company for any reason, no further installments shall vest pursuant to Section
5, and the maximum number of Shares that Optionee may purchase pursuant hereto
shall be limited to the number of Shares that were vested as of the date
Optionee ceases to be a Director (to the nearest whole Share). Thereupon,
Optionee shall have the right to exercise this Option, at any time during the
remaining term hereof, to the extent, but only to the extent, that this Option
was exercisable as of the date Optionee ceases to be a Director; provided,
however, if Optionee is removed as a Director pursuant to the Delaware General
Corporation Law, the foregoing right to exercise shall automatically terminate
on the date Optionee ceases to be a Director as to all Shares covered by this
Option not exercised prior to termination. Unless earlier terminated, all rights
under this Option shall terminate in any event on the expiration date of this
Option as defined in Section 4 hereof.

    


    8.  Death of
Optionee.  If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights hereunder may at any time within six (6) months after the date of
Optionee's death, or during the remaining term of this Option, whichever is the
lesser, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of
Optionee's death; provided, in any case, that this Option may be so exercised
only to the extent that this Option has not previously been exercised by
Optionee.

    


    9.  No Rights as
Shareholder.  Optionee shall have no rights as a shareholder
with respect to the Shares covered by any installment of this Option until the
effective date of issuance of the Shares following exercise of this Option, and
no adjustment will be made for dividends or other rights for which the record
date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.

    


    10.  Recapitalization.  Subject
to any required action by the shareholders of the Company, the number of Shares
covered by this Option, and the Exercise Price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the
Company".


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, this Option shall terminate immediately prior
to such date as is determined by the Board, which date shall be no later than
the consummation of such Reorganization. In such event, if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no obligation to do so, to substitute for any unexercised Option a stock
option or capital stock of such surviving of such surviving entity, as
applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the
Board may grant to such Optionee, in its sole and absolute discretion and
without obligation, the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for termination of the Option or during the remaining term of the Option,
whichever is the lesser, to exercise any unexpired Option or Options without
regard to the installment provisions of Section 5; provided, however, that such
exercise shall be subject to the consummation of such
Reorganization.

    


    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.

    


    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

    


    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

    


    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

    


    11.  Taxation upon Exercise of
Option.  Optionee understands that, upon exercise of this
Option, Optionee will recognize income, for Federal and state income tax
purposes, in an amount equal to the amount by which the fair market value of the
Shares, determined as of the date of exercise, exceeds the Exercise Price. The
acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate
with Company in establishing the amount of such income and corresponding
deduction to the Company for its income tax purposes. Withholding for federal or
state income and employment tax purposes will be made, if and as required by
law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require
Optionee to make a cash payment to cover such liability as a condition of the
exercise of this Option.

    


    12.  Modification, Extension and
Renewal of Options.  The Board or Committee, as described in
the Plan, may modify, extend or renew this Option or accept the surrender
thereof (to the extent not theretofore exercised) and authorize the granting of
a new option in substitution therefore (to the extent not theretofore
exercised), subject at all times to the Plan and the
Code.  Notwithstanding the foregoing provisions of this Section 12, no
modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder.

    


    13.  Investment Intent;
Restrictions on Transfer.

    


    (a)  Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (b)  Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information

    


    (c)
Unless and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

    


    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

    


    14.  Stand-off
Agreement.  Optionee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of at least
one year following the effective date of registration of such
offering.

    


    15.  Restriction Upon
Transfer.  The Shares may not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated by the Optionee
except as hereinafter provided.

    


    (a)  Repurchase Right on
Termination Other Than by Removal.  For the purposes of this
Section, a "Repurchase
Event" shall mean an occurrence of one of (i) termination of Optionee's
service as a director; (ii) death of Optionee; (iii) bankruptcy of Optionee,
which shall be deemed to have occurred as of the date on which a voluntary or
involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that
any of the Shares are allocated as the sole and separate property of Optionee's
spouse pursuant thereto (in which case, this Section shall only apply to the
Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or
any interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, and upon mutual agreement of the Company and Optionee, the
Company may repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase
Event.

    


    (b)  Repurchase Right on
Removal.  In the event Optionee is removed as a director
pursuant to the Delaware General Corporation Law, or Optionee voluntarily
resigns as a director prior to the date upon which the last installment of
Shares becomes exercisable pursuant to Section 5, then the Company shall have
the right (but not an obligation) to repurchase Shares of Optionee at a price
equal to the Exercise Price. Such right of the Company to repurchase Shares
shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse ratably in equal annual increments on each
anniversary of the date of this Agreement over the term of this Option specified
in Section 4. In addition, the Company shall have the right, in the sole
discretion of the Board and without obligation, to repurchase upon removal or
resignation all or any portion of the Shares of Optionee, at a price equal to
the fair value of the Shares as of the date of such removal or resignation,
which right is not subject to the foregoing lapsing of rights. In the event the
Company elects to repurchase the Shares, the stock certificates representing the
same shall forthwith be returned to the Company for
cancellation.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


     (c)  Exercise of Repurchase
Right.  Any Repurchase Right under Paragraphs 15(a) or 15(b)
shall be exercised by giving notice of exercise as provided herein to Optionee
or the estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination or cessation of
services as director, where such option period shall begin upon the occurrence
of the Repurchase Event). Such repurchase price shall be payable only in the
form of cash (including a check drafted on immediately available funds) or
cancellation of purchase money indebtedness of the Optionee for the Shares. If
the Company can not purchase all such Shares because it is unable to meet the
financial tests set forth in the Delaware General Corporation Law, the Company
shall have the right to purchase as many Shares as it is permitted to purchase
under such sections. Any Shares not purchased by the Company hereunder shall no
longer be subject to the provisions of this Section 15.

    


    (d)  Right
of First Refusal. In the event Optionee desires to transfer any Shares during
his or her lifetime, Optionee shall first offer to sell such Shares to the
Company. Optionee shall deliver to the Company written notice of the intended
sale, such notice to specify the number of Shares to be sold, the proposed
purchase price and terms of payment, and grant the Company an option for a
period of thirty days following receipt of such notice to purchase the offered
Shares upon the same terms and conditions. To exercise such option, the Company
shall give notice of that fact to Optionee within the thirty (30) day notice
period and agree to pay the purchase price in the manner provided in the notice.
If the Company does not purchase all of the Shares so offered during foregoing
option period, Optionee shall be under no obligation to sell any of the offered
Shares to the Company, but may dispose of such Shares in any lawful manner
during a period of one hundred and eighty (180) days following the end of such
notice period, except that Optionee shall not sell any such Shares to any other
person at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)  Acceptance
of Restrictions. Acceptance of the Shares shall constitute the Optionee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)  Permitted
Transfers. Notwithstanding any provisions in this Section 15 to the contrary,
the Optionee may transfer Shares subject to this Agreement to his or her
parents, spouse, children, or grandchildren, or a trust for the benefit of the
Optionee or any such transferee(s); provided, that such permitted transferee(s)
shall hold the Shares subject to all the provisions of this Agreement (all
references to the Optionee herein shall in such cases refer mutatis mutandis to
the permitted transferee, except in the case of clause (iv) of Section 15(a)
wherein the permitted transfer shall be deemed to be rescinded); and provided
further, that notwithstanding any other provisions in this Agreement, a
permitted transferee may not, in turn, make permitted transfers without the
written consent of the Optionee and the Company.

     

    (g)  Release
of Restrictions on Shares. All other restrictions under this Section 15 shall
terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    16.  Notices.  Any
notice required to be given pursuant to this Option or the Plan shall be in
writing and shall be deemed to be delivered upon receipt or, in the case of
notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee for use
in Company records related to Optionee.

    


    17.  Agreement Subject to Plan;
Applicable Law.  This Option is made pursuant to the Plan and
shall be interpreted to comply therewith. A copy of such Plan is available to
Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced
with the applicable provision of the Plan. This Option has been granted,
executed and delivered in the State of Delaware, and the interpretation and
enforcement shall be governed by the laws thereof and subject to the exclusive
jurisdiction of the courts located in the State of New York.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Option as of the date
first above written.

    


    
      
        
          
            
              
                	 
      	
                        COMPANY:

                      	
                        DRINKS
      AMERICAS HOLDINGS, LTD.

                      
	 
      	 
      	
                        a
      Delaware corporation

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	
                        Title:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        OPTIONEE:

                      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	
                        (signature)

                      
	 
      	 
      	
                        Name:

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Appendix
A

    


    NOTICE OF
EXERCISE

    


    DRINKS
AMERICAS HOLDINGS, LTD.

    ________________

    ________________

    ________________

    Re:
Nonstatutory Stock Option

    


    1)           Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:

    


    Nonstatutory
Stock Option Agreement dated: ____________

    


    Number of
shares being purchased: ____________

    


    Exercise
Price: $____________

    


    A check
in the amount of the aggregate price of the shares being purchased is
attached.

    


    OR

    


    2)           I
elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock Option
Agreement.  The Average Market Price as of _______ was
$_____.

    


    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

    


    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

    


    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Drinks Americas 2011 Incentive Stock Plan.

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	 
      	
                  (signature)

                
	 
      	
                  Name:

                	 
      


        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
B-3

     

    
      	
              DRINKS
      AMERICAS

            
	
              CONSULTANT
      NONSTATUTORY STOCK OPTION AGREEMENT

            
	 
      


    

     

    This
Consultant Nonstatutory Stock Option Agreement ("Agreement") is made and
entered into as of the date set forth below, by and between Drinks Americas
Holdings, Ltd., a Delaware corporation (the "Company"), and the following
consultant to the Company (herein, the "Optionee"):

    


    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

    


    1.  Option
Information.

    (a)      
Date of Option:        
_____________________

    (b)      
Optionee:                  
_____________________

    (c)      
Number of Shares:    _____________________

    (d)      
Exercise Price:         
_____________________

    (e)       Vesting
Schedule      _____________________

                                                 _____________________

                                                 _____________________

    (f)        Termination
Date     _____________________

     

    2.  Acknowledgements.

    (a)  Optionee
is an independent consultant to the Company, not an employee;

    


    (b)  The
Board of Directors (the "Board" which term shall
include an authorized committee of the Board of Directors) and shareholders of
the Company have heretofore adopted the Drinks Americas 2011 Incentive Stock
Plan (the "Plan"),
pursuant to which this Option is being granted; and

    


    (c)  The
Board has authorized the granting to Optionee of a nonstatutory stock option
("Option") to purchase
shares of common stock of the Company ("Stock") upon the terms and
conditions hereinafter stated and pursuant to an exemption from registration
under the Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder.

    


    3.  Shares;
Price.  The Company hereby grants to Optionee the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the "Shares") for cash or on a
cashless basis (or other consideration as is acceptable to the Board, in their
sole and absolute discretion) at the price per Share set forth in Section 1(d)
above (the "Exercise
Price").

    


    4.  Term of
Option.  This Option shall expire, and all rights hereunder to
purchase the Shares, shall terminate upon the Termination Date noted above.
Nothing contained herein shall be construed to interfere in any way with the
right of the Company to terminate Optionee as a consultant to the Company, or to
increase or decrease the compensation paid to Optionee from the rate in effect
as of the date hereof.

    


    5.  Vesting of
Option.  Subject to the provisions of Sections 7 and 8 hereof,
this Option shall become exercisable during the period that Optionee serves as a
consultant of the Company according to terms deemed acceptable to the Board of
Directors of the Company in their sole and absolute discretion according to the
schedule set forth in Section 1(e) above (the “Vesting
Schedule”)



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    6.  Exercise.  This
Option shall be exercised by delivery to the Company of (a) written notice of
exercise stating the number of Shares being purchased (in whole shares only) and
such other information set forth on the form of Notice of Exercise attached
hereto as Appendix
A, (b) a check or cash in the amount of the Exercise Price of the Shares
covered by the notice (or such other consideration as has been approved by the
Board of Directors consistent with the Plan) and (c) a written investment
representation as provided for in Section 13 hereof. Notwithstanding anything to
the contrary contained in this Option, this Option may be exercised by
presentation and surrender of this Option to the Company at its principal
executive offices with a written notice of the holder’s intention to effect a
cashless exercise, including a calculation of the number of shares of Common
Stock to be issued upon such exercise in accordance with the terms hereof (a
“Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of
paying the Exercise Price in cash, the holder shall surrender this Option for
that number of shares of Common Stock determined by multiplying the number of
Shares to which it would otherwise be entitled by a fraction, the numerator of
which shall be the difference between the then current Market Price per share of
the Common Stock and the Exercise Price, and the denominator of which shall be
the then current Market Price per share of Common Stock.  For example,
if the holder is exercising 100,000 Options with a per Warrant exercise price of
$0.75 per share through a cashless exercise when the Common Stock’s current
Market Price per share is $2.00 per share, then upon such Cashless Exercise the
holder will receive 62,500 shares of Common Stock.  Market Price is
defined as the average of the last reported sale prices on the principal trading
market for the Common Stock during the five (5) trading days immediately
preceding such date.  This Option shall not be assignable or
transferable, except by will or by the laws of descent and distribution, and
shall be exercisable only by Optionee during his or her lifetime.

    


    7.  Termination of
Service.  If Optionee's service as a consultant to the Company
terminates for any reason, no further installments shall vest pursuant to
Section 5, and Optionee shall have the right at any time within thirty (30) days
following such termination of services or the remaining term of this Option,
whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the date
Optionee ceased to be a consultant to the Company; provided, however, if
Optionee is terminated for reasons that would justify a termination of
employment "for cause",
the foregoing right to exercise shall automatically terminate on the date
Optionee ceases to be a consultant to the Company as to all Shares covered by
this Option not exercised prior to termination. Unless earlier terminated, all
rights under this Option shall terminate in any event on the expiration date of
this Option as defined in Section 4 hereof.

    


    8.  Death of
Optionee.  If the Optionee shall die while serving as a
consultant to the Company, Optionee's personal representative or the person
entitled to Optionee's rights hereunder may at any time within ninety (90) days
after the date of Optionee's death, or during the remaining term of this Option,
whichever is the lesser, exercise this Option and purchase Shares to the extent,
but only to the extent, that Optionee could have exercised this Option as of the
date of Optionee's death; provided, in any case, that this Option may be so
exercised only to the extent that this Option has not previously been exercised
by Optionee.

    


    9.  No Rights as
Shareholder.  Optionee shall have no rights as a shareholder
with respect to the Shares covered by any installment of this Option until the
effective date of the issuance of shares following exercise of this to Option,
and no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.

    


    10.  Recapitalization.  Subject
to any required action by the shareholders of the Company, the number of Shares
covered by this Option, and the Exercise Price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a subdivision or consolidation of shares or the payment of a stock
dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company; provided however that
the conversion of any convertible securities of the Company shall not be deemed
having been "effected without receipt of consideration by the
Company."

    


    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), this Option
shall terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board; provided, however, if Optionee shall be
a consultant at the time such Reorganization is approved by the stockholders,
Optionee shall have the right to exercise this Option as to all or any part of
the Shares, without regard to the installment provisions of Section 5, for a
period beginning 30 days prior to the consummation of such Reorganization and
ending as of the Reorganization or the expiration of this Option, whichever is
earlier, subject to the consummation of the Reorganization. In any event, the
Company shall notify Optionee, at least 30 days prior to the consummation of
such Reorganization, of his exercise rights, if any, and that the Option shall
terminate upon the consummation of the Reorganization.

    


    Subject
to any required action by the shareholders of the Company, if the Company shall
be the surviving entity in any merger or consolidation, this Option thereafter
shall pertain to and apply to the securities to which a holder of Shares equal
to the Shares subject to this Option would have been entitled by reason of such
merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    In the
event of a change in the shares of the Company as presently constituted, which
is limited to a change of all of its authorized Stock without par value into the
same number of shares of Stock with a par value, the shares resulting from any
such change shall be deemed to be the Shares within the meaning of this
Option.

    


    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as hereinbefore
expressly provided, Optionee shall have no rights by reason of any subdivision
or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class, and the number and price of Shares subject to this Option shall not
be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any
issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.

    


    The grant
of this Option shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or transfer all or any part of its business or assets.

    


    11.  Taxation upon Exercise of
Option.  Optionee understands that, upon exercise of this
Option, Optionee will recognize income, for Federal and state income tax
purposes, in an amount equal to the amount by which the fair market value of the
Shares, determined as of the date of exercise, exceeds the Exercise Price. The
acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate
with Company in establishing the amount of such income and corresponding
deduction to the Company for its income tax purposes. Withholding for federal or
state income and employment tax purposes will be made, if and as required by
law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require
Optionee to make a cash payment to cover such liability as a condition of the
exercise of this Option.

    


    12.  Modification, Extension and
Renewal of Options.  The Board or Committee, as described in
the Plan, may modify, extend or renew this Option or accept the surrender
thereof (to the extent not theretofore exercised) and authorize the granting of
a new option in substitution therefore (to the extent not theretofore
exercised), subject at all times to the Plan, the Code. Notwithstanding the
foregoing provisions of this Section 12, no modification shall, without the
consent of the Optionee, alter to the Optionee's detriment or impair any rights
of Optionee hereunder.

    


    13.  Investment Intent;
Restrictions on Transfer.

    (a)  Optionee
represents and agrees that if Optionee exercises this Option in whole or in
part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that upon such exercise of this Option in whole or
in part, Optionee (or any person or persons entitled to exercise this Option
under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and
substance. If the Shares represented by this Option are registered under the
Securities Act, either before or after the exercise of this Option in whole or
in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


     (b)  Optionee
further represents that Optionee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition, and to
obtain additional information reasonably necessary to verify the accuracy of
such information.

    


    (c)  Unless
and until the Shares represented by this Option are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED ___________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

    


    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

    


    14.  Stand-off
Agreement.  Optionee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Optionee shall not sell, short any sale of, loan,
grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the
Company or such managing underwriter, as applicable, for a period of up to one
year following the effective date of registration of such offering. 

    


    15.  Restriction Upon
Transfer.  The Shares may not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated by the Optionee
except as hereinafter provided.

    


    (a)  Repurchase Right on
Termination Other Than for Cause.  For the purposes of this
Section, a "Repurchase
Event" shall mean an occurrence of one of (i) termination of Optionee's
service as a consultant, voluntary or involuntary and with or without cause;
(ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall
be deemed to have occurred as of the date on which a voluntary or involuntary
petition in bankruptcy is filed with a court of competent jurisdiction; (iv)
dissolution of the marriage of Optionee, to the extent that any of the Shares
are allocated as the sole and separate property of Optionee's spouse pursuant
thereto (in which case, this Section shall only apply to the Shares so
affected); or (v) any attempted transfer by the Optionee of Shares, or any
interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, the Company shall have the right (but not an obligation) to
repurchase all or any portion of the Shares of Optionee at a price equal to the
fair value of the Shares as of the date of the Repurchase Event.

    


    (b)  Repurchase Right on
Termination for Cause.  In the event Optionee's service as a
consultant is terminated by the Company "for cause" (as contemplated by Section
7), then the Company shall have the right (but not an obligation) to repurchase
Shares of Optionee at a price equal to the Exercise Price. Such right of the
Company to repurchase Shares shall apply to 100% of the Shares for one (1) year
from the date of this Agreement; and shall thereafter lapse ratably in equal
annual increments on each anniversary of the date of this Agreement over the
term of this Option specified in Section 4. In addition, the Company shall have
the right, in the sole discretion of the Board and without obligation, to
repurchase upon any such termination of service for cause all or any portion of
the Shares of Optionee, at a price equal to the fair value of the Shares as of
the date of termination, which right is not subject to the foregoing lapsing of
rights. In the event the Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to the Company
for cancellation.

    


    (c)  Exercise of Repurchase
Right.  Any repurchase right under Paragraphs 15(a) or 15(b)
shall be exercised by giving notice of exercise as provided herein to Optionee
or the estate of Optionee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Optionee for the Shares. If the Company
can not purchase all such Shares because it is unable to meet the financial
tests set forth in the Delaware General Corporation Law, the Company shall have
the right to purchase as many Shares as it is permitted to purchase under such
sections. Any Shares not purchased by the Company hereunder shall no longer be
subject to the provisions of this Section 15. 


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (d)  Right of First
Refusal.  In the event Optionee desires to transfer any Shares
during his or her lifetime, Optionee shall first offer to sell such Shares to
the Company. Optionee shall deliver to the Company written notice of the
intended sale, such notice to specify the number of Shares to be sold, the
proposed purchase price and terms of payment, and grant the Company an option
for a period of thirty days following receipt of such notice to purchase the
offered Shares upon the same terms and conditions. To exercise such option, the
Company shall give notice of that fact to Optionee within the thirty (30) day
notice period and agree to pay the purchase price in the manner provided in the
notice. If the Company does not purchase all of the Shares so offered during
foregoing option period, Optionee shall be under no obligation to sell any of
the offered Shares to the Company, but may dispose of such Shares in any lawful
manner during a period of one hundred and eighty (180) days following the end of
such notice period, except that Optionee shall not sell any such Shares to any
other person at a lower price or upon more favorable terms than those offered to
the Company.

    


    (e)  Acceptance of
Restrictions.  Acceptance of the Shares shall constitute the
Optionee's agreement to such restrictions and the legending of his certificates
with respect thereto. Notwithstanding such restrictions, however, so long as the
Optionee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)  Permitted
Transfers.  Notwithstanding any provisions in this Section 15
to the contrary, the Optionee may transfer Shares subject to this Agreement to
his or her parents, spouse, children, or grandchildren, or a trust for the
benefit of the Optionee or any such transferee(s); provided, that such permitted
transferee(s) shall hold the Shares subject to all the provisions of this
Agreement (all references to the Optionee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 15(a) wherein the permitted transfer shall be deemed to be
rescinded); and provided further, that notwithstanding any other provisions in
this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the
Company.

    


    (g)  Release of Restrictions on
Shares.  All rights and restrictions under this Section 15
shall terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    16.  Notices.  Any
notice required to be given pursuant to this Option or the Plan shall be in
writing and shall be deemed to be delivered upon receipt or, in the case of
notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee for use
in Company records related to Optionee.


     

    17.  Agreement Subject to Plan;
Applicable Law.  This Option is made pursuant to the Plan and
shall be interpreted to comply therewith. A copy of such Plan is available to
Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced
with the applicable provision of the Plan. This Option has been granted,
executed and delivered in the State of Delaware, and the interpretation and
enforcement shall be governed by the laws thereof and subject to the exclusive
jurisdiction of the courts located in the State of New York.

    


    [SIGNATURE
PAGE FOLLOWS.]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    In Witness
Whereof, the parties hereto have executed this Option as of the date
first above written.

    


    
      
        
          
            
              
                	 
      	
                        COMPANY:

                      	
                        DRINKS
      AMERICAS HOLDINGS, LTD.

                      
	 
      	 
      	
                        a
      Delaware corporation

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	
                        Title:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        OPTIONEE:

                      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	
                        (signature)

                      
	 
      	 
      	
                        Name:

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Appendix
A

    


    NOTICE OF
EXERCISE

    


    Drinks
Americas Holdings, Ltd.

    ______________

    ______________

    ______________

     

    Re:  Nonstatutory
Stock Option

    


    1)           Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:

    


    Nonstatutory
Stock Option Agreement dated: ____________

    


    Number of
shares being purchased: ____________

    


    Exercise
Price: $____________

    


    A check
in the amount of the aggregate price of the shares being purchased is
attached.

    


    OR

    


    2)           I
elect a cashless exercise pursuant to Section 6 of my Nonstatutory Stock Option
Agreement.  The Average Market Price as of _______ was
$_____.

    


    I hereby
confirm that such shares are being acquired by me for my own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof. I will not sell or dispose of my Shares in violation
of the Securities Act of 1933, as amended, or any applicable federal or state
securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of
the Option.

    


    I
understand that the certificate representing the Option Shares will bear a
restrictive legend within the contemplation of the Securities Act and as
required by such other state or federal law or regulation applicable to the
issuance or delivery of the Option Shares.

    


    I agree
to provide to the Company such additional documents or information as may be
required pursuant to the Drinks Americas 2011 Incentive Stock Plan.

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	 
      	
                  (signature)

                
	 
      	
                  Name:

                	 
      


        

      

    

     

    Appendix
A


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

     

    
      	
              DRINKS
      AMERICAS

            
	
              STOCK
      AWARD AGREEMENT

            
	 
      


    

    


    This Stock
Award Agreement ("Agreement") is made and
entered into as of the date set forth below, by and between Drinks Americas
Holdings, Ltd., a Delaware corporation (the "Company"), and the employee,
director or consultant of the Company named in Section 1(b). ("Grantee"):

    


    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

    


    1.  Stock Award
Information.

    (a)      
Date of Award:        
_____________________

    (b)      
Grantee:                   
_____________________

    (c)      
Number of Shares:    _____________________

    (d)      
Original Value:         
_____________________

    


    2.  Acknowledgements.

    (a)
Grantee is a [employee/director/consultant]
of the Company.

    


    (b)  The
Company has adopted the Drinks Americas 2011 Incentive Stock Plan (the "Plan") under which the
Company's common stock ("Stock") may be offered to
directors, officers, employees and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder.

    


    3.  Shares;
Value.  The Company hereby grants to Grantee, upon and subject
to the terms and conditions herein stated, the number of shares of Stock set
forth in Section 1(c) (the "Shares"), which Shares have a
fair value per share ("Original
Value") equal to the amount set forth in Section 1(d). For the purpose of
this Agreement, the terms "Share" or "Shares" shall include the
original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by
reason of any recapitalization, subdivision, consolidation, stock dividend or
amendment of the corporate charter of the Company. The number of Shares covered
by this Agreement and the Original Value thereof shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting
from a recapitalization, subdivision or consolidation of shares or the payment
of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by the Company.

    


    4.  Investment
Intent.  Grantee represents and agrees that Grantee is
accepting the Shares for the purpose of investment and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.

    


    5.  Restriction Upon
Transfer.  The Shares may not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated by the Grantee
except as hereinafter provided.

    


    (a)  Repurchase Right on
Termination Other Than for Cause.  For the purposes of this
Section, a "Repurchase
Event" shall mean an occurrence of one of (i) termination of Grantee's
employment [or service as a
director/consultant] by the Company, voluntary or involuntary and with or
without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or
involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that
any of the Shares are allocated as the sole and separate property of Grantee's
spouse pursuant thereto (in which case, this Section shall only apply to the
Shares so affected); or (v) any attempted transfer by the Grantee of Shares, or
any interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, the Company shall have the right (but not an obligation) to
purchase all or any portion of the Shares of Grantee, at a price equal to the
fair value of the Shares as of the date of the Repurchase
Event.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (b)  Repurchase Right on
Termination for Cause. In the event Grantee's employment [or service as a
director/consultant] is terminated by the Company "for cause" (as defined
below), then the Company shall have the right (but not an obligation) to
purchase Shares of Grantee at a price equal to the Original Value. Such right of
the Company to purchase Shares shall apply to 100% of the Shares for one (1)
year from the date of this Agreement; and shall thereafter lapse at the rate of
twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause
all or any portion of the Shares of Grantee, at a price equal to the fair value
of the Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. Termination of employment [or service as a
director/consultant] "for cause" means (i) as to
employees or consultants, termination for cause, or as defined in the Plan, this
Agreement or in any employment [or consulting] agreement
between the Company and Grantee, or (ii) as to directors, removal pursuant to
the Delaware General Corporation Law. In the event the Company elects to
purchase the Shares, the stock certificates representing the same shall
forthwith be returned to the Company for cancellation.

    


    (c)  Exercise of Repurchase
Right.  Any Repurchase Right under Paragraphs 4(a) or 4(b)
shall be exercised by giving notice of exercise as provided herein to Grantee or
the estate of Grantee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination or cessation of
services as director, where such option period shall begin upon the occurrence
of the Repurchase Event). Such repurchase price shall be payable only in the
form of cash (including a check drafted on immediately available funds) or
cancellation of purchase money indebtedness of the Grantee for the Shares. If
the Company can not purchase all such Shares because it is unable to meet the
financial tests set forth in the Delaware General Corporation Law, the Company
shall have the right to purchase as many Shares as it is permitted to purchase
under such sections. Any Shares not purchased by the Company hereunder shall no
longer be subject to the provisions of this Section 5.

    


    (d)  Right of First
Refusal.  In the event Grantee desires to transfer any Shares
during his or her lifetime, Grantee shall first offer to sell such Shares to the
Company. Grantee shall deliver to the Company written notice of the intended
sale, such notice to specify the number of Shares to be sold, the proposed
purchase price and terms of payment, and grant the Company an option for a
period of thirty days following receipt of such notice to purchase the offered
Shares upon the same terms and conditions. To exercise such option, the Company
shall give notice of that fact to Grantee within the thirty (30) day notice
period and agree to pay the purchase price in the manner provided in the notice.
If the Company does not purchase all of the Shares so offered during foregoing
option period, Grantee shall be under no obligation to sell any of the offered
Shares to the Company, but may dispose of such Shares in any lawful manner
during a period of one hundred and eighty (180) days following the end of such
notice period, except that Grantee shall not sell any such Shares to any other
person at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)  Acceptance of
Restrictions.  Acceptance of the Shares shall constitute the
Grantee's agreement to such restrictions and the legending of his certificates
with respect thereto. Notwithstanding such restrictions, however, so long as the
Grantee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)  Permitted
Transfers.  Notwithstanding any provisions in this Section 5 to
the contrary, the Grantee may transfer Shares subject to this Agreement to his
or her parents, spouse, children, or grandchildren, or a trust for the benefit
of the Grantee or any such transferee(s); provided, that such permitted
transferee(s) shall hold the Shares subject to all the provisions of this
Agreement (all references to the Grantee herein shall in such cases refer
mutatis mutandis to the permitted transferee, except in the case of clause (iv)
of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded);
and provided further, that notwithstanding any other provisions in this
Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (g)  Release of Restrictions on
Shares.  All rights and restrictions under this Section 5 shall
terminate five (5) years following the date of this Agreement, or when the
Company's securities are publicly traded, whichever occurs earlier.

    


    6.  Representations and
Warranties of the Grantee.  This Agreement and the issuance and
grant of the Shares hereunder is made by the Company in reliance upon the
express representations and warranties of the Grantee, which by acceptance
hereof the Grantee confirms that:

    


    (a)  The
Shares granted to him pursuant to this Agreement are being acquired by him for
his own account, for investment purposes, and not with a view to, or for sale in
connection with, any distribution of the Shares. It is understood that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends, among other things,
upon the bona fide nature of his representations as expressed
herein;

    


    (b)  The
Shares must be held by him indefinitely unless they are subsequently registered
under the Act and any applicable state securities laws, or an exemption from
such registration is available. The Company is under no obligation to register
the Shares or to make available any such exemption; and

    


    (c)  Grantee
further represents that Grantee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition and to
obtain additional information reasonably necessary to verify the accuracy of
such information,

    


    (d)  Unless
and until the Shares represented by this Grant are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY
THE COMPANY UNDER CERTAIN CONDITIONS.

    


    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

    


    (e)  Grantee
understands that he or she will recognize income, for Federal and state income
tax purposes, in an amount equal to the amount by which the fair market value of
the Shares, as of the date of grant, exceeds the price paid by Grantee, if any.
The acceptance of the Shares by Grantee shall constitute an agreement by Grantee
to report such income in accordance with then applicable law. Withholding for
federal or state income and employment tax purposes will be made, if and as
required by law, from Grantee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Grantee to make a cash payment to cover such liability.

    


    7.  Stand-off
Agreement.  Grantee agrees that, in connection with any
registration of the Company's securities under the Securities Act, and upon the
request of the Company or any underwriter managing an underwritten offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option for, or otherwise dispose of any of the Shares (other than Shares
included in the offering) without the prior written consent of the Company or
such managing underwriter, as applicable, for a period of at least one year
following the effective date of registration of such offering. This Section 8
shall survive any termination of this Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    8.  Termination of
Agreement.  This Agreement shall terminate on the occurrence of
any one of the following events: (a) written agreement of all parties to that
effect; (b) a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets of the Company; (c) the closing of any public
offering of common stock of the Company pursuant to an effective registration
statement under the Securities Act; or (d) dissolution, bankruptcy, or
insolvency of the Company.

    


    9.  Agreement Subject to Plan;
Applicable Law.  This Grant is made pursuant to the Plan and
shall be interpreted to comply therewith. A copy of such Plan is available to
Grantee, at no charge, at the principal office of the Company. Any provision of
this Agreement inconsistent with the Plan shall be considered void and replaced
with the applicable provision of the Plan. This Grant shall be governed by the
laws of the State of Delaware and subject to the exclusive jurisdiction of the
courts located in the State of New York.

    


    10.  Miscellaneous.

    (a)  Notices.  Any
notice required to be given pursuant to this Agreement or the Plan shall be in
writing and shall be deemed to have been duly delivered upon receipt or, in the
case of notices by the Company, five (5) days after deposit in the U.S. mail,
postage prepaid, addressed to Grantee at the last address provided by Grantee
for use in the Company's records.

    


    (b)  Entire
Agreement.  This instrument constitutes the sole agreement of
the parties hereto with respect to the Shares. Any prior agreements, promises or
representations concerning the Shares not included or reference herein shall be
of no force or effect. This Agreement shall be binding on, and shall inure to
the benefit of, the Parties hereto and their respective transferees, heirs,
legal representatives, successors, and assigns.

    


    (c)  Enforcement.  This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of Delaware and subject to the exclusive jurisdiction of the courts
located in the State of New York.  If Grantee attempts to transfer any
of the Shares subject to this Agreement, or any interest in them in violation of
the terms of this Agreement, the Company may apply to any court for an
injunctive order prohibiting such proposed transaction, and the Company may
institute and maintain proceedings against Grantee to compel specific
performance of this Agreement without the necessity of proving the existence or
extent of any damages to the Company. Any such attempted transaction shares in
violation of this Agreement shall be null and void.

    


     (d)  Validity of
Agreement.  The provisions of this Agreement may be waived,
altered, amended, or repealed, in whole or in part, only on the written consent
of all parties hereto. It is intended that each Section of this Agreement shall
be viewed as separate and divisible, and in the event that any Section shall be
held to be invalid, the remaining Sections shall continue to be in full force
and effect.

    


    In Witness
Whereof, the parties have executed this Agreement as of the date first
above written.

    


    
      
        
          
            
              
                	 
      	
                        COMPANY:

                      	
                        DRINKS
      AMERICAS HOLDINGS, LTD.

                      
	 
      	 
      	
                        a
      Delaware corporation

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	
                        Title:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        GRANTEE:

                      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	
                        (signature)

                      
	 
      	 
      	
                        Name:

                      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
D

     

    
      	
              DRINKS
      AMERICAS

            
	
              RESTRICTED
      STOCK PURCHASE AGREEMENT

            
	 
      


    

    


    This
Restricted Stock Purchase Agreement ("Agreement") is made and
entered into as of the date set forth below, by and between Drinks Americas
Holdings, Ltd., a Delaware corporation (the "Company"), and the employee,
director or consultant of the Company named in Section 1(b). ("Grantee"):

    


    In
consideration of the covenants herein set forth, the parties hereto agree as
follows:

    


    1.  Stock Purchase
Information.

    (a)      
Date of Agreement:  _____________________

    (b)      
Grantee:                   
_____________________

    (c)      
Number of Shares:    _____________________

    (d)       Purchase
Price:         _____________________

     

    2.  Acknowledgements.

    (a)  Grantee
is a [employee/director/consultant]
of the Company.

    


    (b)  The
Company has adopted the Drinks Americas 2011 Incentive Stock Plan (the "Plan") under which the
Company's common stock ("Stock") may be offered to
officers, employees, directors and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act") provided by
Rule 701 thereunder.

    


    (c)  The
Grantee desires to purchase shares of the Company's common stock on the terms
and conditions set forth herein.

    


    3.  Purchase of Shares.
The Company hereby agrees to sell and Grantee hereby agrees to purchase, upon
and subject to the terms and conditions herein stated, the number of shares of
Stock set forth in Section 1(c) (the "Shares"), at the price per
Share set forth in Section 1(d) (the "Price"). For the purpose of
this Agreement, the terms "Share" or "Shares" shall include the
original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by
reason of any recapitalization, subdivision, consolidation, stock dividend or
amendment of the corporate charter of the Company.  The number of
Shares covered by this Agreement shall be proportionately adjusted for any
increase or decrease in the number of issued shares resulting from a
recapitalization, subdivision or consolidation of shares or the payment of a
stock dividend, or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Company.  The manner
and form of payment of consideration shall be mutually agreed to by the parties
at the time of purchase.

    


    4.  Investment Intent.
Grantee represents and agrees that Grantee is accepting the Shares for the
purpose of investment and not with a view to, or for resale in connection with,
any distribution thereof; and that, if requested, Grantee shall furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. If the Shares are registered under the Securities Act, Grantee
shall be relieved of the foregoing investment representation and agreement and
shall not be required to furnish the Company with the foregoing written
statement.

     

    5.  Restriction Upon
Transfer.  The Shares may not be sold, transferred or otherwise
disposed of and shall not be pledged or otherwise hypothecated by the Grantee
except as hereinafter provided.

    (a)  Repurchase
Right on Termination Other Than for Cause. For the purposes of this Section, a
"Repurchase Event" shall
mean an occurrence of one of (i) termination of Grantee's employment [or service as a
director/consultant] by the Company, voluntary or involuntary and with or
without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or
involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that
any of the Shares are allocated as the sole and separate property of Grantee's
spouse pursuant thereto (in which case, this Section shall only apply to the
Shares so affected); or (v) any attempted transfer by the Grantee of Shares, or
any interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, the Company shall have the right (but not an obligation) to
repurchase all or any portion of the Shares of Grantee at a price equal to the
fair value of the Shares as of the date of the Repurchase
Event.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (b)
Repurchase Right on Termination for Cause. In the event Grantee's employment
[or service as a
director/consultant] is terminated by the Company "for cause" (as defined
below), then the Company shall have the right (but not an obligation) to
repurchase Shares of Grantee at a price equal to the Price. Such right of the
Company to repurchase Shares shall apply to 100% of the Shares for one (1) year
from the date of this Agreement; and shall thereafter lapse at the rate of
twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause
all or any portion of the Shares of Grantee, at a price equal to the fair value
of the Shares as of the date of termination, which right is not subject to the
foregoing lapsing of rights. Termination of employment [or service as a
director/consultant] "for cause" means (i) as to
employees and consultants, termination for cause, or as defined in the Plan,
this Agreement or in any employment [or consulting] agreement
between the Company and Grantee, or (ii) as to directors, removal pursuant to
the Delaware General Corporation Law.  In the event the Company elects
to repurchase the Shares, the stock certificates representing the same shall
forthwith be returned to the Company for cancellation.

    


    (c) Exercise of Repurchase
Right.  Any Repurchase Right under Paragraphs 4(a) or 4(b)
shall be exercised by giving notice of exercise as provided herein to Grantee or
the estate of Grantee, as applicable. Such right shall be exercised, and the
repurchase price thereunder shall be paid, by the Company within a ninety (90)
day period beginning on the date of notice to the Company of the occurrence of
such Repurchase Event (except in the case of termination of employment or
retirement, where such option period shall begin upon the occurrence of the
Repurchase Event). Such repurchase price shall be payable only in the form of
cash (including a check drafted on immediately available funds) or cancellation
of purchase money indebtedness of the Grantee for the Shares. If the Company can
not purchase all such Shares because it is unable to meet the financial tests
set forth in the Delaware General Corporation Law, the Company shall have the
right to purchase as many Shares as it is permitted to purchase under such
sections. Any Shares not purchased by the Company hereunder shall no longer be
subject to the provisions of this Section 5.

     

    (d)  Right of First
Refusal. In the event Grantee desires to transfer any Shares during his
or her lifetime, Grantee shall first offer to sell such Shares to the Company.
Grantee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price
and terms of payment, and grant the Company an option for a period of thirty
days following receipt of such notice to purchase the offered Shares upon the
same terms and conditions. To exercise such option, the Company shall give
notice of that fact to Grantee within the thirty (30) day notice period and
agree to pay the purchase price in the manner provided in the notice. If the
Company does not purchase all of the Shares so offered during foregoing option
period, Grantee shall be under no obligation to sell any of the offered Shares
to the Company, but may dispose of such Shares in any lawful manner during a
period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person
at a lower price or upon more favorable terms than those offered to the
Company.

    


    (e)  Acceptance of
Restrictions. Acceptance of the Shares shall constitute the Grantee's
agreement to such restrictions and the legending of his certificates with
respect thereto. Notwithstanding such restrictions, however, so long as the
Grantee is the holder of the Shares, or any portion thereof, he shall be
entitled to receive all dividends declared on and to vote the Shares and to all
other rights of a shareholder with respect thereto.

    


    (f)  Permitted Transfers.
Notwithstanding any provisions in this Section 5 to the contrary, the Grantee
may transfer Shares subject to this Agreement to his or her parents, spouse,
children, or grandchildren, or a trust for the benefit of the Grantee or any
such transferee(s); provided, that such permitted transferee(s) shall hold the
Shares subject to all the provisions of this Agreement (all references to the
Grantee herein shall in such cases refer mutatis mutandis to the permitted
transferee, except in the case of clause (iv) of Section 5(a) wherein the
permitted transfer shall be deemed to be rescinded); and provided further, that
notwithstanding any other provisions in this Agreement, a permitted transferee
may not, in turn, make permitted transfers without the written consent of the
Grantee and the Company.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (g)  Release of Restrictions on
Shares. All rights and restrictions under this Section 5 shall terminate
five (5) years following the date upon which the Company receives the full Price
as set forth in Section 3, or when the Company's securities are publicly traded,
whichever occurs earlier.

    


    5.  Representations and
Warranties of the Grantee. This Agreement and the issuance and grant of
the Shares hereunder is made by the Company in reliance upon the express
representations and warranties of the Grantee, which by acceptance hereof the
Grantee confirms that:

    


    (a)  The
Shares granted to him pursuant to this Agreement are being acquired by him for
his own account, for investment purposes, and not with a view to, or for sale in
connection with, any distribution of the Shares. It is understood that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends, among other things,
upon the bona fide nature of his representations as expressed
herein;

    


    (b)  The
Shares must be held by him indefinitely unless they are subsequently registered
under the Act and any applicable state securities laws, or an exemption from
such registration is available. The Company is under no obligation to register
the Shares or to make available any such exemption; and

    


    (c)  Grantee
further represents that Grantee has had access to the financial statements or
books and records of the Company, has had the opportunity to ask questions of
the Company concerning its business, operations and financial condition and to
obtain additional information reasonably necessary to verify the accuracy of
such information;

    


    (d)  Unless
and until the Shares represented by this Grant are registered under the
Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any
securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the
following form:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF
ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM.

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

    


    and/or
such other legend or legends as the Company and its counsel deem necessary or
appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with the Company's transfer agent.

    


    (e)  Grantee
understands that he or she will recognize income, for Federal and state income
tax purposes, in an amount equal to the amount by which the fair market value of
the Shares, as of the date of Grant, exceeds the price paid by Grantee. The
acceptance of the Shares by Grantee shall constitute an agreement by Grantee to
report such income in accordance with then applicable law. Withholding for
federal or state income and employment tax purposes will be made, if and as
required by law, from Grantee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company
may require Grantee to make a cash payment to cover such liability.

     

    7.  Stand-off Agreement.
Grantee agrees that, in connection with any registration of the Company's
securities under the Securities Act, and upon the request of the Company or any
underwriter managing an underwritten offering of the Company's securities,
Grantee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of the Company or such managing
underwriter, as applicable, for a period of at least one year following the
effective date of registration of such offering. This Section 8 shall survive
any termination of this Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    8.  Termination of
Agreement. This Agreement shall terminate on the occurrence of any one of
the following events: (a) written agreement of all parties to that effect; (b) a
proposed dissolution or liquidation of the Company, a merger or consolidation in
which the Company is not the surviving entity, or a sale of all or substantially
all of the assets of the Company; (c) the closing of any public offering of
common stock of the Company pursuant to an effective registration statement
under the Act; or (d) dissolution, bankruptcy, or insolvency of the
Company.

    


    9.  Agreement Subject to Plan;
Applicable Law. This Grant is made pursuant to the Plan and shall be
interpreted to comply therewith. A copy of such Plan is available to Grantee, at
no charge, at the principal office of the Company. Any provision of this
Agreement inconsistent with the Plan shall be considered void and replaced with
the applicable provision of the Plan.  This Grant shall be governed by
the laws of the State of Delaware and subject to the exclusive jurisdiction of
the courts located in the State of New York.

    


    10.  Miscellaneous.

    (a)  Notices.  Any
notice required to be given pursuant to this Agreement or the Plan shall be in
writing and shall be deemed to have been duly delivered upon receipt or, in the
case of notices by the Company, five (5) days after deposit in the U.S. mail,
postage prepaid, addressed to Grantee at the last address provided by Grantee
for use in the Company's records.

    


    (b)  Entire
Agreement.  This instrument constitutes the sole agreement of
the parties hereto with respect to the Shares. Any prior agreements, promises or
representations concerning the Shares not included or reference herein shall be
of no force or effect. This Agreement shall be binding on, and shall inure to
the benefit of, the Parties hereto and their respective transferees, heirs,
legal representatives, successors, and assigns.

    


    (c)  Enforcement.  This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of Delaware and subject to the exclusive jurisdiction of the courts
located in the State of New York. If Grantee attempts to transfer any of the
Shares subject to this Agreement, or any interest in them in violation of the
terms of this Agreement, the Company may apply to any court for an injunctive
order prohibiting such proposed transaction, and the Company may institute and
maintain proceedings against Grantee to compel specific performance of this
Agreement without the necessity of proving the existence or extent of any
damages to the Company. Any such attempted transaction shares in violation of
this Agreement shall be null and void.

    


     (d)  Validity of
Agreement. The provisions of this Agreement may be waived, altered,
amended, or repealed, in whole or in part, only on the written consent of all
parties hereto. It is intended that each Section of this Agreement shall be
viewed as separate and divisible, and in the event that any Section shall be
held to be invalid, the remaining Sections shall continue to be in full force
and effect.

    


    In Witness
Whereof, the parties have executed this Agreement as of the date first
above written.

    


    
      
        
          
            
              
                	 
      	
                        COMPANY:

                      	
                        DRINKS
      AMERICAS HOLDINGS, LTD.

                      
	 
      	 
      	
                        a
      Delaware corporation

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:

                      	 
      
	 
      	 
      	
                        Title:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        GRANTEE:

                      	 
      
	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	
                        (signature)

                      
	 
      	 
      	
                        Name: