Midtown
        Partners & Co., LLC       

      4218
        West
        Linebaugh Avenue

      Tampa,
        FL
        33624         

      Phone:
        813.885.5744 ♦ Fax:
        813.885.5911

       

      PLACEMENT
        AGENT AGREEMENT

      


      This
        agreement (the “Agreement”), made as of this 14th
        day of
        December, 2007, by and between Drinks
        Americas Holdings, Ltd., a
        Delaware corporation, (the “Company”), with its principal place of business at
        372 Danbury Road, Suite 163, Wilton, CT 06897 and MIDTOWN PARTNERS &
CO., LLC, (the “Placement Agent”, “Midtown” or “Midtown Partners”), a
        Florida limited liability company, with its principal place of business at
        4218
        West Linebaugh Avenue, Tampa, FL 33624, confirms the understanding and agreement
        between the Company and the Placement Agent as follows:

      


      SECTION
        I

      


      The
        Company hereby engages the Placement Agent as the Company’s exclusive placement
        agent in connection with a proposed private placement in the United States
        (the
“Offering”) of up to five million dollars (US$5,000,000) of the Company’s
        securities (the “Financing”). The Offering will be made to solely “accredited
        investors” (the “Accredited Investors”), as such term is defined in Rule 501(a)
        of Regulation D (“Regulation D”) promulgated under the United States Securities
        Act of 1933, as amended (the “Securities Act”), pursuant to an exemption from
        registration under applicable federal and state securities laws available
        under
        Rule 506 of Regulation D and in accordance with the terms of this Agreement.
        The
        Accredited Investors may include but is not limited to Enable Growth Partners
        LP, Pierce Diversified Strategy Master Fund LLC, Enable Opportunity Partners
        LP,
        Lyrical Opportunity partners II Ltd, and Lyrical Opportunity Partners II
        LP. The
        terms and conditions of the Financing shall be similar to those terms and
        provisions as attached in Exhibit A hereto subject to a final term Sheet
        to be
set
        forth at a later date to be approved by the Company.
        The
        Placement Agent hereby accepts such engagement upon the terms and conditions
        set
        forth in this Agreement. This Agreement shall not give rise to any commitment
        or
        obligation by the Placement Agent to purchase any of the Financing or, except
        as
        set forth herein, to find purchasers for the Financing.

      


      The
        Placement Agent shall provide the following services (the
“Services”):

       

      (a) Advise
        the Company with regard to the size of the Offering and the structure and
        terms
        of the Financing in light of the current market environment;

      


      (b) Assist
        the Company in identifying and evaluating prospective qualified Accredited
        Investors;

      


      (c) Approach
        such investors on a “best efforts basis” regarding an investment in the Company;
        and

      


      (d) Work
        with
        the Company to develop a negotiating strategy and assist with the negotiations
        with such potential investors.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      In
        connection with the Placement Agent providing the Services, the Company agrees
        to keep the Placement Agent up to date and apprised of all material business,
        market and legal developments related to the Company and its operations and
        management. The Placement Agent shall devote such time and effort, as it
        deems
        commercially reasonable under the circumstances in rendering the Services.
        The
        Placement Agent shall not provide any work that is in the ordinary purview
        of a
        certified public accountant. The Placement Agent cannot guarantee results
        on
        behalf of the Company, but shall pursue all avenues that it deems reasonable
        through its network of contacts. 

      


      SECTION
        II

      


      The
        Placement Agent, its affiliates and any person acting on its or their behalf
        hereby represent, warrant and agree as follows (the “Placement Agent
        Parties”):

      


      (a)
         The
        Financing offered and sold by the Placement Agent have been and will be offered
        and sold in compliance with all federal and state securities laws and
        regulations governing the registration and conduct of broker-dealers, and
        each
        Placement Agent Party making an offer or sale of Financing was or will be,
        at
        the time of any such offer or sale, registered as a broker-dealer pursuant
        to
        Section 15(b) of the United States Securities Exchange Act of 1934, as amended
        (the “Exchange Act”), and under the laws of each applicable state of the United
        States (unless exempted from the respective state’s broker-dealer registration
        requirements), and in good standing with the Financial Industry Regulatory
        Authority.

      


      (b) The
        Financing offered and sold by the Placement Agent have been and will be offered
        and sold only to Accredited Investors in accordance with Rule 506 of Regulation
        D and applicable state securities laws; provided, however, the Company shall
        make all necessary filings under Rule 503 of Regulation D and such similar
        notice filings under applicable state securities laws. The Placement Agent
        Parties represent and warrant that they have reasonable grounds to believe
        and
        do believe that each person to whom a sale, offer or solicitation of an offer
        to
        purchase Financing was or will be made was and is an Accredited Investor.
        Prior
        to the sale and delivery of a Company security to any such investor, the
        Placement Agent Parties will obtain an executed subscription agreement and
        an
        executed investors’ rights agreement in the form agreed upon by the Company and
        the Placement Agent (the “Subscription Documents”).

      


      (c) In
        connection with the offers and sales of the Financing, the Placement Agent
        Parties have not and will not 

      


      (1)
         Offer
        or
        sell, or solicit any offer to buy, any Financing by any form of “general
        solicitation” or “general advertising”, as such terms are used in Regulation D,
        or in any manner involving a public offering within the meaning of Section
        4(2)
        of the Securities Act; 

      


      (2)
         Use
        any
        written material other than the term sheet, that will be approved by the
        Company
        at a later date, and the Placement Agent, a copy of which is attached hereto
        as
Exhibit
        A,
        and the
        Subscription Documents, and shall only rely upon and communicate information
        that is publicly available regarding the Company to any potential investors
        (without limiting the foregoing, none of the Placement Agent Parties is
        authorized to make any representation or warranty to any offeree concerning
        the
        Company or an investment in the Financing); or 

      


      (3)
         Take
        any
        action that would constitute a violation of Regulation M under the Exchange
        Act.

      


      (d) The
        Placement Agent shall cause each affiliate or each party acting on its or
        their
        behalf with whom they enter into contractual arrangements relating to the
        offer
        and sale of any Financing to agree, for the benefit of the Company, to the
        same
        provisions contained in this Agreement.

      


      SECTION
        III

      


      The
        Company hereby represents, warrants and agrees as follows:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (a) This
        Agreement has been authorized, executed and delivered by the Company and,
        when
        executed by the Placement Agent will constitute the valid and binding agreement
        of the Company enforceable against the Company in accordance with its terms,
        except as enforcement thereof may be limited by bankruptcy, insolvency or
        reorganization, moratorium or other similar laws relating to or affecting
        creditors’ rights generally or by general equitable principles. 

      


      (b)
         The
        offer
        and sale of the Financing, the Series A Preferred Stock issued as part of
        the
        Financing (the “Shares”) and the warrants (defined in Section VII hereof the
“Warrants”) shall be exempt from registration under the Securities Act, and will
        comply, in all material respects with the requirements of Rule 506 of Regulation
        D promulgated under the Securities Act and any applicable state securities
        laws.
        No documents prepared by the Company in connection with the Offering, or
        any
        amendment or supplement thereto, contain any untrue statement of a material
        fact
        or omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading. 

      


      (c)
         The
        financial statements, audited and unaudited (including the notes thereto),
        included in the Company’s latest annual information form and subsequent
        quarterly reports (the “Financial Statements”), present fairly the financial
        position of the Company as of the dates indicated and the results of operations
        and cash flows of the Company for the periods specified. Such Financial
        Statements have been prepared in conformity with generally accepted accounting
        principles applied on a consistent basis throughout the periods involved
        except
        as otherwise stated therein. 

      


      (d)
         No
        federal, state or foreign governmental agency has issued any order preventing
        or
        suspending the Offering. 

      


      (e)
         The
        Company is a Delaware corporation organized, existing and with active status
        under the laws of Delaware, with corporate power and authority under such
        laws
        to own, lease and operate its properties and conduct its business as now
        conducted. The Company has all power, authority, authorization and approvals
        as
        may be required to enter into this Agreement and each of the Subscription
        Documents, and to carry out the provisions and conditions hereof and thereof,
        and to issue and sell the Financing, the Shares, and Warrants. 

      


      (f)
         Except
        as
        set forth in the documents executed in connection with the Financing (the
“TD”),
        the Financing, the Shares, the Warrants, and common shares issuable upon
        exercise of the Shares , have all been authorized for issuance and sale pursuant
        to the Subscription Documents, and when issued and delivered by the Company
        against payment therefore in accordance with the terms of the Subscription
        Documents, will be validly issued and fully paid and
        non-assessable.

      


      (g) Except
        as
        set forth in the TD and with the exception of any approvals required by the
        Securities and Exchange Commission related to the Offering, no further approval
        or authorization of any shareholder of the Company, its Board of Directors
        or
        other person or group is required for the issuance and sale of the Financing,
        the Shares, the Warrants or the Warrant Shares. 

      


      (h)
         Since
        the
        public filing of the Company’s September 14, 2007 FORM 10-QSB there has not been
        any (A) material adverse change in the business, properties, assets, rights,
        operations, condition (financial or otherwise) or prospects of the Company,
        (B)
        transaction that is material to the Company, except transactions in the ordinary
        course of business, (C) obligation that is material to the Company, direct
        or
        contingent, incurred by the Company, except obligations incurred in the ordinary
        course of business, (D) change that is material to the Company or in the
        common
        shares or outstanding indebtedness of the Company, or (E) dividend or
        distribution of any kind declared, paid, or made in respect of the common
        shares. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      SECTION
        IV

      


      The
        parties agree that the close of the Offering (the “Closing”) shall be subject to
        the satisfaction of the following conditions, unless expressly waived in
        writing
        by the parties:

      


      (a) The
        Offering shall not be subject to any regulatory or judicial proceeding
        questioning or reviewing its effectiveness for the purpose of offering the
        Financing for sale and issuance. 

      


      


      


      (b)
         The
        Company shall have paid, or made arrangements satisfactory to the Agent for
        the
        payment of, all such expenses as required by Section VII below.

      


      (c) The
        Placement Agent and the Company shall have finalized and agreed to the form
        of
        the warrant agreement referred to in Section VII below.

      


      SECTION
        V

      


      (a) The
        term
        of this Agreement shall commence on the date first written above and shall
        expire the earlier of the closing of the offering or one (1) year after the
        date
        the Company (1) provides the Placement Agent with requested due diligence
        materials and (2) the Company and the Placement Agent mutually agree that
        information documents (including, but not limited to: a business plan; executive
        summary; three-year historical income statement, statement of cash flows,
        and
        balance sheet; five-year projected financial statements; use of proceeds
        statement; investor presentation; valuation analysis), to be provided and
        approved by the Company, are ready for presentation to the Placement Agent’s
        network of potential financing sources, unless terminated in accordance with
        the
        provisions set forth below, or extended by the mutual written consent of
        the
        parties hereto (the “Term”). This Agreement may be terminated only:

      


      (1) By
        the
        Placement Agent for any reason at any time upon thirty (30) days’ prior written
        notice; or

      


      (2) By
        the
        Placement Agent upon default in the payment of any amounts due to the Placement
        Agent pursuant to this Agreement, if such default continues for more than
        fifteen (15) days following receipt by the Company from the Placement Agent
        of
        written notice of such default and demand for payment. 

      


      (a)
        In
        the event of termination, the Placement Agent shall be immediately paid in
        full
        on all items of compensation and expenses (including any amounts deferred)
        payable to the Placement Agent pursuant hereto, as of the date of
        termination.

      


      (b)
        The
        Placement Agent Fee or Financing Fee shall become due and payable to PLACEMENT
        AGENT upon the date that the Company receives the proceeds of the Financing
        from
        the party providing the Financing. A Placement Agent Fee shall also be payable
        with respect to any subsequent Offering or any Qualified Financing (as defined
        in Section VI hereof) accepted and received by Company within twelve (12)
        months
        after the termination or expiration of this Agreement, by any party or source
        of
        funding introduced or facilitated by PLACEMENT AGENT to Company; or

       

      


      (3) By
        mutual
        agreement of the parties.

      


      SECTION
        VI

      


      At
        any
        time during the twelve (12) months following the termination of this Agreement,
        the Placement Agent shall be entitled to the compensation and fees as set
        forth
        in Section VII of this Agreement for any Qualified Financing (as defined
        below)
        received by the Company. “Qualified Financing” shall mean an investment from a
        person after the termination of this Agreement that directly results from
        the
        Placement Agent’s performance of the Services hereunder during the Term of this
        Agreement (for the avoidance of doubt this shall mean any solicitation of
        a
        potential investor or an introduction of a potential investor to the Company
        by
        the Placement Agent related to the Offering during the Term of this Agreement).
        The Placement Agent agrees to provide to the Company within ten (10) days
        after
        the termination of this Agreement (the “Delivery Deadline”) a list of all
        persons solicited on behalf of the Company or introduced to the Company by
        the
        Placement Agent related to the Offering (the “Solicitation List”) to assist the
        parties in making a later determination as to whether a Qualified Financing
        has
        occurred. If the Solicitation List is not provided to the Company prior to
        the
        expiration of the Delivery Deadline, the Company’s obligation to pay any
        commissions or fees related to a Qualified Financing pursuant to this Section
        VII shall immediately terminate. For purposes of this Agreement, receipt
        of
        Qualified Financing shall be deemed to be received by the Company on the
        date
        that a definitive agreement regarding the Qualified Financing is executed
        by the
        Company and the party providing such financing. The compensation or fees
        shall
        become payable to the Placement Agent upon the date that the Company receives
        the proceeds of the Qualified Financing. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      The
        provisions set forth in this Section VI shall survive any termination of
        this
        Agreement.

      


      SECTION
        VII

       

      In
        consideration for the performance of the Services hereunder, the Company
        hereby
        agrees to pay to the Placement Agent such fees (“The “Placement Agent Fee” or
        the “Financing Fee”) as outlined below:

      


      (a) If
        the
        Placement Agent receives subscriptions for Financing as a part of the Offering
        (the “Placement Agent Investors”), the Company shall: 

      


      1)
        Pay to
        the Placement Agent in US dollars via wire from the third party agent’s escrow
        at closing an amount equal to six percent (6%) of the principal amount of
        the
        Financing purchased by the Placement Agent Investors in consideration for
        new
        cash investments (the “Financing Fee”) and pay to the Placement Agent six
        percent (6%) on the execution of any Warrants purchased by the
        Investors.

      


      2)
        On
        each closing date of a Financing on which aggregate consideration is paid
        or
        becomes payable to the Company for its Equity Securities, the Company shall
        issue to the Placement Agent or its permitted assigns warrants (the “Warrants”)
        to purchase such number of shares of the common stock of the Company equal
        to
        ten percent (10%) of the aggregate number of shares of common stock of the
        Company issued and issuable by the Company under and in connection with the
        Financings, but for this purpose Financing will only include new cash
        investments, by the investors and not shares issued as part of a FNP or in
        consideration of waivers or other matters. This is expected to result in
        the
        issuance of Warrants to acquire 640,000 shares of Common Stock at Closing,
        but
        may increase should other new cash investments come into the Company that
        exceed
        Three Million Two Hundred Thousand Dollars (US$3,200,000).. The Warrants
        shall
        have a five (5) year term and be in substantially on the Form attached hereto
        as
        Exhibit A. The Warrants shall not be callable or redeemable. The Warrants
        shall
        be registered to the extent provided in and not prohibited by the Registration
        Rights Agreement which is part of the TD. The Warrants shall be transferable
        within MIDTOWN PARTNERS, at the Placement Agent’s discretion.

      


      3)
        An
        escrow with Signature Bank, as the third party agent, approved by the parties
        hereto may be used for each closing to which the Placement Agent shall be
        a
        party. All consideration due the Placement Agent shall be paid to the Placement
        Agent directly there from. The escrow agent fee for Signature Bank shall
        be
        $3500.

      


      4)
        Cause
        its affiliates to, pay to the Placement Agent all compensation described
        in this
        Section VIII with respect to all Securities sold to a purchaser or purchasers
        who participated in the Financing at any time prior to the expiration of
        thirty
        six (36) months after the expiration of this Agreement (the “Tail Period”) if
        (i) such purchaser or purchasers were identified to the Company by the Placement
        Agent during the Term authorized, (ii) the Placement Agent advised the Company
        with respect to such purchaser or purchasers during the Term authorized or
        (iii)
        the Company or the Placement Agent had discussions with such purchaser or
        purchasers during the Term authorized.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5)
        The
        Company agrees to pay one percent (1%) of the principal amount of the Financing
        purchased by the Placement Agent Investors (the “Non-accountable Fee”) which
        will be used to pay Placement Agent expenses including fees such as
        entertainment expenses, travel, etc. The Company also agrees to pay for the
        legal and due diligence fees outlined in the attached term sheet and such
        fees
        shall not exceed $25,000.

      


      (b) It
        is
        acknowledged and agreed that the Company shall bear all costs and expenses
        incident to the issuance, offer, sale and delivery of the Financing. These
        costs
        and expenses will include but are not limited to state “Blue Sky” fees, legal
        fees, printing costs, travel costs, mailing, couriers, personal background
        checks, and other expenses incidental to the advancement and completion of
        the
        Offering. Full payment of Placement Agent’s expenses shall be made in same day
        funds at the Closing or, if the Offering is terminated for any reason, within
        ten (10) days of receipt by the Company of a written request from the Placement
        Agent for reimbursement of expenses, including documentation therefore
        satisfactory to the Company. 

       

      (c)
         Subject
        to the other requirements set forth in this Agreement, the Placement Agent
        may
        introduce investors to the Offering directly or through other NASD member
        broker-dealers. If the Placement Agent utilizes any intermediaries, the
        Placement Agent shall be the Company’s point of contact, not the intermediary,
        and the Placement Agent, not the Company, shall be responsible for any
        compensation arrangement with the intermediary. The Company’s sole compensation
        arrangement, responsibility and obligation are with the Placement Agent.
        The
        Placement Agent will disclose the identity and compensation arrangements
        with
        all of its intermediaries in order to allow the Company to adequately disclose
        such arrangements, where necessary.

      


      SECTION
        VIII

      


      The
        Company agrees to indemnify the Placement Agent and hold it harmless against
        any
        losses, claims, damages or liabilities incurred by the Placement Agent, in
        connection with, or relating in any manner, directly or indirectly, to the
        Placement Agent rendering the Services in accordance with the Agreement,
        unless
        it is determined by a court of competent jurisdiction that such losses, claims,
        damages or liabilities arose out of the Placement Agent’s breach of this
        Agreement, sole negligence, gross negligence, willful misconduct, dishonesty,
        fraud or violation of any applicable law. Additionally, the Company agrees
        to
        reimburse the Placement Agent immediately for any and all expenses, including,
        without limitation, attorney fees, incurred by the Placement Agent in connection
        with investigating, preparing to defend or defending, or otherwise being
        involved in, any lawsuits, claims or other proceedings arising out of or
        in
        connection with or relating in any manner, directly or indirectly, to the
        rendering of any Services by the Placement Agent in accordance with the
        Agreement (as defendant, nonparty, or in any other capacity other than as
        a
        plaintiff, including, without limitation, as a party in an interpleader action);
        provided, however, that in the event a determination is made by a court of
        competent jurisdiction that the losses, claims, damages or liability arose
        primarily out of the Placement Agent’s breach of this Agreement, sole
        negligence, gross negligence, willful misconduct, dishonesty, fraud or any
        violation of any applicable law, the Placement Agent will remit to the Company
        any amounts for which it had been reimbursed under this paragraph. The Company
        further agrees that the indemnification and reimbursement commitments set
        forth
        in this paragraph shall extend to any controlling person, strategic alliance,
        partner, member, shareholder, director, officer, employee, agent or
        subcontractor of the Placement Agent and their heirs, legal representatives,
        successors and assigns. The provisions set forth in this Section VIII shall
        survive any termination of this Agreement.

      


      The
        Placement Agent agrees to indemnify the Company and hold it harmless against
        any losses, claims, damages or liabilities incurred by the Company, in
        connection with, or relating in any manner, directly or indirectly, to the
        Placement Agent’s gross negligence, willful misconduct, fraud or violation of
        any applicable law in connection with its rendering the Services under the
        Agreement.   The Placement Agent further agrees that the
        indemnification set forth in this paragraph shall extend to any controlling
        person, strategic alliance, partner, member, shareholder, director, officer,
        employee, agent or subcontractor of the Company and their heirs, legal
        representatives, successors and assigns.  The provisions set forth in this
        Section VIII shall survive any termination of this Agreement.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      SECTION
        IX

      


      All
        notices, demands or other communications given hereunder shall be in writing
        and
        shall be deemed to have been duly given when delivered in person or transmitted
        by facsimile transmission or the fifth calendar day after being mailed by
        registered or certified mail, return receipt requested, postage prepaid,
        to the
        addresses herein above first mentioned or to such other address as any party
        hereto shall designate to the other for such purpose herein set
        forth.

      


      SECTION
        X

      


      Governing
        Law.
        The
        subject matter of this Agreement shall be governed by and construed in
        accordance with the laws of the State of Florida (without reference to its
        choice of law principles), and to the exclusion of the law of any other forum,
        without regard to the jurisdiction in which any action or special proceeding
        may
        be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION
        AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN HILLSBOROUGH
        COUNTY,
        FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH,
        OR BY
        REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT,
        AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE
        AN
        INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY
        SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ISSUES SO TRIABLE.
        If it
        becomes necessary for any party to institute legal action to enforce the
        terms
        and conditions of this Agreement, the prevailing party may be awarded reasonable
        attorneys fees, expenses and costs.

      


      Confidentiality.
        The
        Placement Agent may acquire certain non-public information respecting the
        business of the Company in connection with the performance of services
        hereunder, including information, which is reasonably understood to be
        proprietary or confidential in nature (collectively, “Confidential
        Information”). The Placement Agent hereby agrees that all Confidential
        Information shall be kept strictly confidential by the Placement Agent and
        its
        affiliates, members, partners, shareholders, managers, directors, officers,
        employees, advisors, agents, and controlling persons (collectively,
“Representatives”), except that Confidential Information or portions thereof may
        be disclosed to Representatives who need to know such information for the
        purpose of enabling the Placement Agent to perform services hereunder (it
        being
        understood that prior to such disclosure, such Representative will be informed
        by the Placement Agent of the confidential nature of such Confidential
        Information and shall agree to be bound by this Agreement). The Placement
        Agent
        shall be responsible for any breach of this provision by any of its
        Representatives. For purposes hereof, Confidential Information shall not
        include
        any information which (i) at the time of disclosure or thereafter is or becomes
        generally known by the public (other than as a result of its disclosure by
        the
        Placement Agent or its Representatives), (ii) was or becomes available to
        the
        Placement Agent on a non-confidential basis from a person who is not subject
        to
        a confidentiality agreement concerning that information, or (iii) is required
        by
        law to be disclosed by the Placement Agent (provided that if such disclosure
        is
        required by order of a court or administrative agency, the Placement Agent
        shall
        notify the Company as soon as possible so that the Company may seek a protective
        order). 

      


      Assignments
        and Binding Effect.
        This
        Agreement shall be binding on and inure to the benefit of the parties hereto
        and
        their respective successors and permitted assigns. The rights and obligations
        of
        the parties under this Agreement may not be assigned or delegated without
        the
        prior written consent of both parties, and any purported assignment without
        such
        written consent shall be null and void. 

      


      Modification
        and Waiver.
        Only an
        instrument in writing executed by the parties hereto may amend this Agreement.
        The failure of any party to insist upon strict performance of any of the
        provisions of this Agreement shall not be construed as a waiver of any
        subsequent default of the same or similar nature, or any other nature.


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Construction.
        The
        captions used in this Agreement are provided for convenience only and shall
        not
        affect the meaning or interpretation of any provision of this
        Agreement.

      


      Facsimile
        Signatures.
        Facsimile transmission of any signed original document, and re-transmission
        of
        any signed facsimile transmission, shall be the same as delivery of an original.
        At the request of either party, the parties shall confirm facsimile transmitted
        signatures by signing an original document. This Agreement may be executed
        in
        one or more counterparts, each of which shall be deemed an original and all
        of
        which taken together shall constitute one and the same agreement. 


      


      Severability.
        If any
        provision of this Agreement shall be invalid or unenforceable in any respect
        for
        any reason, the validity and enforceability of any such provision in any
        other
        respect, and of the remaining provisions of this Agreement, shall not be
        in any
        way impaired.

      


      Exclusive.
        Midtown
        acknowledges and agrees that it is being granted exclusive rights with respect
        to the Services to be provided to the Company and the Company is not free
        to
        engage other parties to provide services similar to those being provided
        by
        Midtown hereunder without the prior written consent of Midtown. 

      


      Non-Circumvention.
        The
        Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate,
        directly or indirectly, the intent of this Agreement. The Company agrees
        not to
        accept any business opportunity from any third party to whom PLACEMENT AGENT
        introduces to the Company (or whom the company has a prior relationship with)
        without the consent of PLACEMENT AGENT, unless for each business opportunity
        accepted by the Company from a third party introduced by PLACEMENT AGENT
        or
        otherwise, the Company remits a term sheet and then a contract which defines
        a
        mutually agreeable compensation structure for PLACEMENT AGENT. In addition,
        the
        Company shall not work with, negotiate with or enter into any equity linked
        financing whatsoever with any Investor, Consultant or Placement Agent without
        Midtown’s prior written consent. If the Company raises capital through in any
        equity offering or sale or equity linked instrument while engaged with Midtown
        as the exclusive Placement Agent, the Company shall pay to Midtown all of
        its
        fees in Section VII, even if the Placement Agent has provided no assistance
        whatsoever in raising such capital.

      


      Survivability.
        Neither
        the termination of this Agreement nor the completion of any services to be
        provided by the Placement Agent hereunder, shall affect the provisions of
        this
        Agreement that shall remain operative and in full force and effect.


      


      Entire
        Agreement.
        This
        Agreement constitutes the entire agreement and understanding of the parties
        hereto with respect to the subject matter of this Agreement and supersedes
        all
        prior understandings and agreements, including an agreement signed by the
        parties hereto as of November 28, 2007, whether written or oral, among the
        parties with respect to such subject matter. 

      


      THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      If
        the
        foregoing correctly sets forth the understanding between the Placement Agent
        and
        the Company, please so indicate in the space provided below for that purpose
        within 10 days of the date hereof or this Agreement shall be withdrawn and
        become null and void. The undersigned parties hereto have caused this Agreement
        to be duly executed by their authorized representatives, pursuant to corporate
        board approval and intend to be legally bound.

      


      
        	DRINKS AMERICAS HOLDING,
                LTD. 	MIDTOWN PARTNERS & CO.,
                LLC
	 	 
	By:
                _____________________________    	By: ____________________________
	Fred Schulman, General Counsel, Director
                	 Bruce Jordan,
                President