Exhibit
10.44

    


    STOCK
PURCHASE AGREEMENT

    


    THIS
AGREEMENT is made and entered into this 15th day of January 2009, by and among
Jack McKenzie and Paul Walraven, individuals having an address at c/o Samuel
Bailey, Jr. Attorney-at-Law, 2 Bridgewater Road, Farmington, CT 06032
("Sellers"), and Drinks Americas, Inc., a Delaware corporation, having offices
at 372 Danbury Road, Suite 163, Wilton, CT 06897 ("Purchaser").

    


     W I
T N E S S E T H:

    


    WHEREAS,
the Sellers are the record owner and holder of all of the issued and outstanding
shares of the capital stock (the “Stock”) of Olifant USA, Inc. (the
"Corporation"), a Connecticut corporation, which Corporation has issued capital
stock of 200 shares of no par value common stock;

    


    WHEREAS,
pursuant to Schedule A, the Sellers each own the number of shares of Stock
opposite their names on such schedule;

    


    WHEREAS,
the Corporation (and the Sellers through their capacities with the Corporation)
is involved in the ownership, distribution, marketing and promotion of alcoholic
beverages (the “Liquor Business”) particularly through its interest in Olifant
Vodka (including its ownership of two (2) United States trademarks represented
by trademark registration numbers 2,850,835 and 2,405,580 for the trademark
“OLIFANT” (the “Trademarks), which Trademarks are attached hereto and made a
part hereof as Exhibit A);

    


    WHEREAS,
the Purchaser is in the Liquor Business and wishes to expand its product
portfolio by effectively acquiring a majority interest in the Company;
and

    


    WHEREAS,
the Purchaser desires to purchase a majority of the Stock from the Sellers, and
the Sellers desire to sell said stock to Purchaser, all upon the terms and
subject to the conditions hereinafter set forth.

    


    NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Agreement, and in order to consummate the purchase and sale of the Stock
aforementioned, it is hereby agreed as follows:

    


    1.
PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at
the closing of the transaction contemplated hereby (the “Closing”), (i) as
listed on Schedule A annexed hereto and made a part hereof, the Sellers shall
each sell, convey, transfer, and deliver to the Purchaser the number of shares
of Stock (represented by one or more certificates) listed on Schedule A opposite
their names, representing an aggregate of ninety per cent (90%) (i.e., a total
of 180 shares) of the Stock, and (ii) the Purchaser shall purchase from the
Sellers such shares in consideration of the purchase price (the “Purchase
Price”) set forth in this Agreement. The certificates representing the Stock
that is the subject of this Agreement shall be duly endorsed for transfer or
accompanied by appropriate stock transfer powers duly executed in blank, in
either case with signatures guaranteed in the customary fashion, all at the
expense of Sellers. The Closing shall be held at 372 Danbury Rd, Wilton, CT
06897, January  15th at 10
AM, or such other place, date and time as the parties hereto may otherwise
agree.

     

    
      
         

      

      
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    In the
event that either or both of the Sellers desire to sell all or part of their
remaining 10% of the Stock, Purchaser shall have the right of first refusal to
buy such shares at the same price that the Sellers would sell to a third party.
If a third party should make an offer to purchase any or all of such remaining
Stock, the Sellers shall each have the obligation to disclose the proposed terms
of such offer to Purchaser. Purchaser agrees that it shall not utilize
Connecticut General Statute Merger Provision to compel Jack McKenzie to sell his
10% interest in Olifant Stock.

    


    2. AMOUNT
AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment
thereof are as fully set forth on Exhibit "B" attached hereto and made a part
hereof.

    


    3.
LIABILITIES ASSUMED BY PURCHASER.

    The
assets and liabilities of the Corporation are as quantified and described in the
Financial Statements (as defined below).  The valuation of the assets
and liabilities of the Corporation shall be  agreed to by Purchaser
and Sellers at Closing. Loans payable due each of the Sellers under Long Term
Liabilities on the preliminary balance sheet at Closing shall be obligations of
Sellers and shall be removed from the final balance sheet as of
Closing.  In the event that the remaining net assets, assets less
liabilities, of the Corporation is negative the Sellers agree to reduce amounts
owed to them by the Corporation, which are  disclosed under current
liabilities on the Closing balance sheet, in order to  adjust net
assets to zero (0). If, after reducing all amounts due Sellers as of Closing,
net assets of the Corporation remain negative the Purchase Price shall be
reduced by such negative amount and shall  be applied against the
first cash payment.  Other than as included in the Financial
Statements and as otherwise may be agreed to by the parties pursuant to this
Agreement, Purchaser and Sellers agree that Purchaser shall not assume, nor
shall Purchaser in any way be deemed responsible for, any other liability,
obligation, claim or commitment, contingent, actual or otherwise, known or
unknown , of the Corporation, or any of its, directors, officers, employees or
agents (including Sellers), it being expressly understood and agreed that
Sellers shall be responsible for any such undisclosed liabilities up to and
including the Closing Date, including, but not limited to, any undisclosed
sales, income, payroll or other taxes, and any undisclosed obligations to
suppliers (of goods or services), distributors, warehouses, shippers, truckers,
attorneys, accountants, lenders, employees, officers and directors, and
contractors. Notwithstanding the preceding sentence, Purchaser specifically
agrees that it will, at and upon the Closing, assume those certain liabilities
and obligations contained in the Financial Statements and as fully set forth in
Schedule “C” attached hereof and made a part hereof (the “Assumed Liabilities”)
including, without limitation, those certain accounts payable to Wenneker
Distillers (for production of Olifant Vodka prior to the December 1, 2008).
Purchaser agrees to pay on terms that purchaser reserves the right to
negotiate the payment and timing of payment with Wenneker Distiller, those
account payables fully set forth in Schedule "C" owed to Wenneker Distillers. In
order to guarantee and secure to Purchaser that there are no undisclosed
liabilities of the Corporation, all payments to Sellers on account of the Note
and the Contingent Consideration outlined on Exhibit B shall be pledged as
collateral security for Purchaser therefore, such that to the extent that, after
Closing, Purchaser or the Corporation are called upon to pay or discharge any
undisclosed liabilities, Purchaser shall have the right (amongst all other
rights at law and in equity) to offset any such undisclosed liabilities against
any such Note or Contingent Consideration payments. Should Purchaser claim an
offset it shall send written notice to Sellers.  The Purchasers right
to apply such offsets  shall terminate 18 months from the Closing Date
except for liabilities for federal , state and local taxes which shall survive
for the period of any statutes of limitations with respect thereto.. No such
termination shall relieve  Sellers of any remaining undisclosed
liabilities or contingencies not agreed upon and assumed by Purchaser at
Closing. Once an offset amount is agreed to by Purchaser and Sellers, such
offset  shall be applied, pro rata as to the value of the cash and
stock  consideration, against the next due installment
payment.  Upon any offset Purchaser shall assign all of its rights in
any offset item to Sellers and should Purchaser subsequently recover any item it
has offset, it shall promptly reimburse Sellers for the value of such
recovery.

    


    
      
         

      

      
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    4.
FINANCIAL STATEMENTS

    


    Sellers,
no later than two weeks from the Closing Date, will provide to the Purchaser the
required financial statements and related footnote disclosure (the “Financial
Statements”) as is required by publicly traded companies pursuant to U.S.
Securities and Exchange Commission regulations which financial statements are
more fully described in Schedule “B” annexed hereto and made a part hereof. Such
financial statements and related footnote disclosure as of and for the periods
then ended: February 29, 2008, August 31, 2008 and 2007_(including a balance
sheet, statement of operations, statement of changes in stockholders’ equity and
cash flow statement) will be prepared in accordance with generally accepted
accounting principals.

    


    


    5.
REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers each hereby warrant and
represent as follows:

    


    (a)
Organization and Standing. The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Connecticut
and has the corporate power and authority to carry on its business as it is now
being conducted.

    


    (b)
Financial Information. All financial information provided to the Purchaser
fairly present the financial condition of the Corporation for the time period
presented.

    


    (c) No
Material Liabilities. The Corporation is not subject to any material liability
(including, without limitation, unasserted claims whether known or unknown),
whether absolute, contingent, accrued or otherwise, which has not been shown or
which is in excess of amounts shown or reserved for in financial information
presented to Purchaser.

    


    (d)
Status of Proprietary Assets. The Corporation has full title and ownership of,
or is duly licensed under or otherwise authorized to use all trademarks
(including the Trademarks), domain names, trade names, confidential and
proprietary information, designs and proprietary rights, necessary to enable it
to carry on its business as now conducted without any conflict with or
infringement of the rights of others.

     

    
      
         

      

      
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    (e)
Litigation. There is no action, suit, proceeding, claim, arbitration or
investigation pending (“Litigation”) (or, to the Sellers knowledge, currently
threatened) against the Corporation, its activities, properties or assets or, to
the Sellers knowledge, against any officer, director or employee of the
Corporation in connection with such officer’s, director’s or employee’s
relationship with, or action taken on behalf of, the Corporation, except for any
such Litigation that individually or in the aggregate would have no material
adverse impact on the Corporation’s business.

    


    (f)
Compliance with Law and Documents. The Corporation, except for any violations
that individually or in the aggregate would have no material adverse impact on
the Corporation’s business, is in compliance with all applicable statutes, laws,
regulations and executive orders of the United States of America and all states
or other governmental bodies and agencies having jurisdiction over the
Corporation’s business or properties. The Corporation has not received any
notice of any violation of any such statue, law, regulation or order which has
not been remedied prior to the date hereof.

    


    (g)
Restrictions on Stock.

    


    (i). The
Sellers are not a party to any agreement, written or oral, creating rights in
respect to the Corporation's Stock in any third person or relating to the voting
of the Corporation's Stock.

    


    (ii).
Sellers are the lawful owners of the Stock, free and clear of all security
interests, liens, encumbrances, equities and other charges.

    


    (iii).
Sellers have full power and authority to execute this Agreement and consummate
the transactions contemplated hereby, and this Agreement is binding on the
Sellers and enforceable in accordance with its terms. The execution and delivery
of this Agreement and consummation of the transactions contemplated hereby do
not violate or conflict with or constitute a default under any material
contract, agreement or commitment of any kind to which the Sellers are a party
or by which the Sellers or the Sellers property is bound, or to the Sellers
knowledge any existing applicable law, rule, regulation, judgment, order or
decree of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Sellers or any of the Sellers
property.

    


    (iv).
There are no existing warrants, options, stock purchase agreements, redemption
agreements, restrictions of any nature, calls or rights to subscribe of any
character relating to the stock, nor are there any securities convertible into
such stock.

    


    (h)
Taxes. Corporation has timely filed all required federal, state, county and
local income, excise, withholding, property, sales, franchise, liqueur, and
other tax returns, declarations and reports which are required to be filed on or
before the date hereof and has paid or reserved for all taxes which have become
due pursuant to such returns or pursuant to any assessment which has become
payable except for taxes which it has contested in good faith.

     

    
      
         

      

      
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    6.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Sellers and Purchaser
hereby represent and warrant that there has been no act or omission by Sellers,
Purchaser or the Corporation which would give rise to any valid claim against
any of the parties hereto for a brokerage commission, finder's fee, or other
like payment in connection with the transactions contemplated
hereby.

    


    7.
EMPLOYMENT AGREEMENT. At the Closing, the Purchaser, as employer, and Jack
McKenzie, as employee, will enter into an employment agreement in the form
attached hereto as Exhibit C.

    


    8.
GENERAL PROVISIONS

    


    (a)
Entire Agreement. This Agreement (including the exhibits hereto and any written
amendments hereof executed by the parties) constitutes the entire Agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by all the parties. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provisions, whether
of not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the
waiver.

    


    (b)
Sections and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

    


    (c)
Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument

    


    (d) Third
Parties Nothing in this Agreement, whether expressed or implied, is intended to
confer any rights or remedies on any persons other than the parties to hereto
and

    their
respective successors and assigns, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third parties to any
party to this Agreement, nor shall any provisions hereof give any third party
any right of subrogation or action over against any party to this
Agreement.

    


    (e)
Successors and Assigns. This Agreement shall be binding on and shall inure to
the benefit of the parties to it and their respective heirs, legal
representatives, successors and assigns.

    


    (e)
Governing Law. This Agreement and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of the State of
Connecticut. In the event that litigation results from or arises out of this
Agreement or the performance thereof, the parties agree to reimburse the
prevailing party's reasonable attorney's fees, court costs, and all other
expenses, whether or not assessable by the court as costs, in addition to any
other relief to which the prevailing party may be entitled.

     

    
      
         

      

      
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    (f)
Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be validly given or made to another
party if given by personal delivery, facsimile, or if deposited in the United
States mail, certified or registered, postage prepaid, return receipt requested.
If such notice, demand or other communication is given by personal delivery or
facsimile, service shall be conclusively deemed made at the time of receipt. If
such notice, demand or other communication is given by mail; such notice shall
be conclusively deemed given forty-eight (48) hours after the deposit thereof in
the United States mail addressed to the party to whom such notice, demand or
other communication is to be given at the address(es) as hereinafter set
forth:

    


    If to
Sellers:

    


    c/o
Samuel Bailey, Jr. Attorney-at-Law

    2
Bridgewater Road

    Farmington,
CT 06032

    


    If to
Purchaser:

    


    Drinks
Americas Inc.

    372
Danbury Road

    Wilton,
CT 06897

    Attn: J.
Patrick Kenny

    


    Any party
may change its address for purposes of this paragraph by giving the other party
(ies) written notice of the new address in the manner set forth
above.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first set forth above.

    


    PURCHASER:

    


    DRINKS
AMERICAS, INC.

    


    By.
______________________________

           J.
Patrick Kenny, CEO and President

    


    


    SELLER:

    


    By:
_______________________________

             Jack
McKenzie

    


    SELLER:

    


    By:
_______________________________

             Paul
Walraven

     

    
      
         

      

      
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    SCHEDULE
A

    STOCK
OWNERSHIP and SELLING SHARES

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Owned

                                  Shares

                                	
                                  Selling
      

                                  Shares

                                
	 
      	 
      	 
      
	
                                  Jack
      McKenzie

                                	
                                  100

                                	
                                  80

                                
	 
      	
                                   
      

                                	
                                   
      

                                
	
                                  Paul
      Walraven

                                	
                                  100

                                	
                                  100

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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    SCHEDULE
B

    FINANCIAL
STATEMENTS

     

    


    As of
February 29, 2008 and the fiscal year then ended

    


    As of
August 31, 2008 and 2007 and each of the six month periods then
ended

     

    
      
         

      

      
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    EXHIBIT
“A”

    TRADEMARKS

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Word
      Mark

                                                              	 	
                                                                OLIFANT

                                                              
	 	 	 
	
                                                                Goods and
      Services

                                                              	 	
                                                                IC 033. US 047 049. G & S:
      Distilled spirits; distilled liquors. FIRST USE: 19850400. FIRST USE IN
      COMMERCE: 19850400

                                                              
	 	 	 
	
                                                                Mark Drawing
      Code

                                                              	 	
                                                                (1) TYPED
      DRAWING

                                                              
	 	 	 
	
                                                                Serial
      Number

                                                              	 	
                                                                78220265

                                                              
	 	 	 
	
                                                                Filing
      Date

                                                              	 	
                                                                February 28,
      2003

                                                              
	 	 	 
	
                                                                Current Filing
      Basis

                                                              	 	
                                                                1A

                                                              
	 	 	 
	
                                                                Original
      Filing Basis

                                                              	 	
                                                                1A

                                                              
	 	 	 
	
                                                                Published for
      Opposition

                                                              	 	
                                                                March 16,
    2004

                                                              
	 	 	 
	
                                                                Registration
      Number

                                                              	 	
                                                                2850835

                                                              
	 	 	 
	
                                                                Registration
      Date

                                                              	 	
                                                                June 8,
    2004

                                                              
	 	 	 
	
                                                                Owner

                                                              	 	
                                                                (REGISTRANT) OLIFANT USA, INC CORPORATION CONNECTICUT
      300 Country Club Road Avon CONNECTICUT 060012508

                                                              
	 	 	 
	
                                                                Attorney of
      Record

                                                              	 	
                                                                George A. Pelletier,
      Jr.

                                                              
	 	 	 
	
                                                                Prior
      Registrations

                                                              	 	
                                                                2405580

                                                              
	 	 	 
	
                                                                Type of
      Mark

                                                              	 	
                                                                TRADEMARK

                                                              
	 	 	 
	
                                                                Register

                                                              	 	
                                                                PRINCIPAL

                                                              
	 	 	 
	
                                                                Live/Dead
      Indicator

                                                              	 	
                                                                LIVE

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        
 

    

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Word
      Mark

                                                          	 	
                                                            OLIFANT

                                                          
	 	 	 
	
                                                            Translations

                                                          	 	
                                                            The English translation of
      "OLIFANT" is "elephant" in
      Dutch.

                                                          
	 	 	 
	
                                                            Goods and
      Services

                                                          	 	
                                                            IC 033. US 047 049. G & S:
      vodka. FIRST USE: 19850400. FIRST USE IN COMMERCE:
      19850400

                                                          
	 	 	 
	
                                                            Mark Drawing
      Code

                                                          	 	
                                                            (1) TYPED
      DRAWING

                                                          
	 	 	 
	
                                                            Serial
      Number

                                                          	 	
                                                            75721567

                                                          
	 	 	 
	
                                                            Filing
      Date

                                                          	 	
                                                            June 9,
    1999

                                                          
	 	 	 
	
                                                            Current Filing
      Basis

                                                          	 	
                                                            1A

                                                          
	 	 	 
	
                                                            Original
      Filing Basis

                                                          	 	
                                                            1A

                                                          
	 	 	 
	
                                                            Published for
      Opposition

                                                          	 	
                                                            August 29,
      2000

                                                          
	 	 	 
	
                                                            Registration
      Number

                                                          	 	
                                                            2405580

                                                          
	 	 	 
	
                                                            Registration
      Date

                                                          	 	
                                                            November 21,
      2000

                                                          
	 	 	 
	
                                                            Owner

                                                          	 	
                                                            (REGISTRANT)
      ALLIED DOMECQ SPIRITS & WINE BENELUX B.V. LTD LIAB CO NETHERLANDS P.
      O. Box 1259 Camp Hill PENNSYLVANIA 170111259

                                                            (LAST LISTED OWNER) Olifant USA, Inc. CORPORATION
      CONNECTICUT P. O. Box 1259 Camp Hill PENNSYLVANIA
      170011259

                                                          
	 	 	 
	
                                                            Assignment
      Recorded

                                                          	 	
                                                            ASSIGNMENT
      RECORDED

                                                          
	 	 	 
	
                                                            Attorney of
      Record

                                                          	 	
                                                            George A. Pelletier,
      Jr.

                                                          
	 	 	 
	
                                                            Prior
      Registrations

                                                          	 	
                                                            1341358

                                                          
	 	 	 
	
                                                            Type of
      Mark

                                                          	 	
                                                            TRADEMARK

                                                          
	 	 	 
	
                                                            Register

                                                          	 	
                                                            PRINCIPAL

                                                          
	 	 	 
	
                                                            Affidavit
      Text

                                                          	 	
                                                            SECT 15. SECT 8
      (6-YR).

                                                          
	 	 	 
	
                                                            Live/Dead
      Indicator

                                                          	 	
                                                            LIVE

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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    EXHIBIT
"B”

    PURCHASE
PRICE

    


    (a) Consideration. The Purchase
Price (before any possible “Contingent Consideration”, as defined below) for the
sale of the Stock by the Sellers to Purchaser, the Purchaser shall pay to the
Sellers the aggregate sum of One Million Two Hundred Thousand Dollars
($1,200,000) (the “Purchase Price”).

    


    (b) Payment. The Purchase Price
shall be paid as follows:

    


    (i) The
sum of Four Hundred Thousand Dollars ($400,000) comprised of (x) Three Hundred
Thousand Dollars ($300,000) less offset for uncollected accounts receivable or
any other offset items  mutually agreed upon,  shall be paid
90 days after Closing Date in cash. Purchaser will collect receivables during 90
days and will remit cash of $300,000 less any offset amounts along with
assignment for specific receivables not collected or other offset items utilized
as of that date.  (y) One Hundred Thousand ($100,000) in newly issued
stock of Purchaser’s publicly traded parent corporation, Drinks Americas
Holdings, Ltd. (“DKAM”) (based upon the  closing price of DKAM stock
for the trading day immediately prior to the Closing Date.

    .

    


    (ii) The
sum of Eight Hundred Thousand Dollars ($800,000) by the execution by Purchaser
at Closing of a promissory note (the “Note”) in favor of Sellers (pro rata to
the Stock being sold by each Seller), which Note shall provide for four (4)
annual installments of Two Hundred Thousand Dollars ($200,000) each, each
installment comprised of One Hundred Thousand ($100,000) in cash (or equivalent)
and One Hundred Thousand Dollars ($100,000) in newly issued DKAM common stock
(based on the average closing price of DKAM stock for the thirty (30) trading
days immediately prior to the installment date). The cash portion of the Note
shall bear interest at 5% compounded annually.

    


    The
Sellers agree that all payments of the Purchase Price, which are detailed in
this Exhibit B , sections (b)(i) and (b) (ii),  shall be allocated as
follows:

           Cash
payments shall be allocated to Paul Walraven (60%) and Jack Mckenzie
(40%)

           Each
Seller shall receive 50% of  stock payments

    


    At
Closing Fredrick Schulman, as attorney for the Purchaser, shall hold in escrow a
demand note from Purchaser for $300,000 (subject to a reduction
for  uncollected receivables and  any other offset items
mutually agreed to by Purchaser and Sellers along with assignments thereof) and
2 stock certificates for $50,000 each payable to Sellers plus the installment
Note for $800,000 (which is subject to future reduction for any offset items
mutually agreed upon by Purchaser and Sellers).  Samuel Bailey, Jr.,
as attorney for the Sellers will hold in escrow the Sellers stock certificates
which, in aggregate, represent  a 90% interest  in Olifant
U.S.A, Inc. along with the Minute Book and Stock Certificate Book of Olifant
U.S.A, Inc. Upon 90 days from the Closing Date Mr. Schulman will collect
$300,000 less uncollected receivables and less any   other
mutually agreed upon offset items along with assignments thereof, and along with
DKAM stock certificates aggregating $100,000 send them to Mr. Bailey in exchange
for the stock certificates representing a 90% interest in Olifant U.S.A., Inc.
and  the Minute and Stock Certificate Books.

    Mr.
Schulman and Mr. Bailey will exchange copies of documents which they each,
respectively, will be holding in escrow on the Closing Date.

    


    
      
         

      

      
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    (c) Contingent Consideration. The
Corporation currently operates on a February fiscal year. For purposes of this
Agreement, the 2009 fiscal year ended February 28, 2009 shall be deemed to be
the “Base Year”. Commencing the fiscal year following the Base Year , so long as
the Note (subject to the rights of offset contained in Paragraph 3 of this
Agreement) has not been fully paid, in the event that during the Corporation’s
fiscal year case volume of Olifant Vodka exceeds the prior fiscal year case
volume (the “Excess Case Volume”), Sellers (pro rata to the Stock being sold
hereunder) shall be entitled to receive additional consideration (“Contingent
Consideration”) equal to $0.50 for every case up to 125% of Excess Case Volume,
and $1.00 for every case over 125% of Excess Case Volume. . This item (c) shall
terminate on the later of (i) the full payment of the Note, or (ii) the second
year following the Closing. This bonus payment is contingent upon Olifant on a
stand alone basis being profitable on a gross margin basis in a dollar amount no
less than 150% of the total bonus dollars to be paid.

    


    (d) Registration Rights. If (but
without any obligation to do so) the Purchaser  proposes to register
under the Securities Act of 1933, as amended (the “Securities Act”), any shares
of  DKAM  common stock (the “Common Stock”) that are held by
stockholders of DKAM  (other than a registration relating solely to
the sale of securities of participants in an equity incentive plan of the
Purchaser), the Purchaser shall, at such time, promptly give the Sellers written
notice of such proposed registration. Upon written request of the Sellers,
together or individually, given to the Purchaser within 20 days after the
Seller’s receipt of such notice, in connection with such proposed registration,
the Purchaser shall use its reasonable best efforts to cause to be registered
under the Securities Act all of the Common Stock held by the Sellers which they
request to be registered and which they received in consideration towards the
Purchase Price. Notwithstanding the foregoing, the Purchaser shall have the
right to terminate or withdraw any such proposed registration prior to
effectiveness of such proposed registration whether or not the Sellers have
elected to include their shares in such proposed registration. The Sellers shall
provide to the Purchaser all information regarding the Sellers that is
reasonably required in connection with such proposed transaction.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    EXHIBIT
“C” ASSUMED LIABILITIES

     

    


    Wenneker
Distilleries Unpaid Invoices

    


    


    Balance

    Invoice Inv.
Date Due
(Euros)

    27026
9/10/2007 € 2,383

    27027
9/10/2007 1,637

    27028
9/10/2007 1,230

    27029
9/24/2007 4,745

    27030
9/24/2007 8,175

    706017
9/26/2007 257

    227043
2/31/2007 573

    28008
3/1/2008 1,699

    800065
1/4/2008 3,510

    800243
1/16/2008 7,781

    800296
1/21/2008 8,546

    800302
1/25/2008 55,532

    801149
2/29/2008 2,942

    801150
2/29/2008 6,708

    803536
7/14/2008 3,064

    803842
7/31/2008 111,159

    


    Total                  €
219,941

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    EXHIBIT
“D” EMPLOYMENT AGREEMENT

     

     

     

    
      
         

      

      
        14