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    Exhibit
10.45

     

     

    PROMISSORY
NOTE

     

    
    

     

    
      	$800,000 	
              January 15,
      2009

            


    

     

    For value
received , THE UNDERSIGNED, Drinks Americas, Inc., a Delaware Corporation having
an office  at 372 Danbury Road, Suite 116, Wilton, CT (“Maker”) hereby
unconditionally promises to pay to the order of Paul Walraven, having an address
670 Town Hill Rd, PO Box 464, New Hartford, CT 06057, and Jack McKenzie, having
an address at 1154 Woodland Ave.,

     

    Batavia,
IL 60510(together, the “Payees”),  the principal sum of $800,000 in
four  annual  installments of $200,000 each  on
the 15th day of January  each and every year until this Note is fully
paid beginning on the first  anniversary of this Note. Each annual
installment shall be paid by Maker to Payees (i) fifty(50)  percent in
common stock of Drinks Americas Holdings, Ltd (“DKAM) based on the average
closing prices of such shares for each of the thirty (30) trading days preceding
such installment and (ii) fifty (50) percent in cash. Each installment payable
in cash shall be payable with interest thereon at five (5) percent per
annum.  Each installment made in DKAM common stock shall be paid fifty
(50) percent to Paul Walraven and fifty (50) percent to Jack McKenzie and each
cash installment made in cash shall be paid sixty (60) percent to Paul Walraven
and forty (40) percent to Jack McKenzie. The entire principal sum of $800,000 is
subject to rights of offset, which are more fully described in that Purchase
Agreement by and between Maker and Payees dated January 15,
2009,  which offset amounts would decrease, pro-rata both as to stock
and cash payments as well as to the individual Payees,  the
consideration paid by  Maker to Payees.  All such payments
on account of the indebtedness evidenced by this Note shall be applied first to
accrued and unpaid interest on the unpaid principal balance and the remainder to
principal.

     

    All
payments due under this Promissory Note (the “Note”) shall be made to an address
(es) designated by the Payees.

     

    Maker
shall have the right to prepay the Note, in whole or in part, at any time during
the term hereof without premium or penalty.

     

    If any
installment due on this note is not paid at the time and place specified in this
Note, the entire unpaid balance shall be payable immediately at the election of
Payees. 

     

    Payees  rights,
remedies and powers, as provided in this Note are cumulative and concurrent and
may be pursued singly, successively or together, by the Payees, individually or
together,  against Maker and any other security given at any time to
secure the payment hereof, all at the sole discretion of the Payees.
Additionally, Payees, either individually or together, may resort to every other
right or remedy available at law or in equity without first exhausting the
rights and remedies contained herein, all in Payees’ sole discretion. Failure of
Payees at any one time, for a period of time or on more than one occasion to
exercise any of their rights or remedies hereunder or at law or in equity shall
not constitute a waiver of the right to exercise the same right or remedy at any
time thereafter. Any and all waivers must be in writing to be
effective.

     

    
      
         

      

      
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    If any
suit or action is instituted or attorneys are employed to collect this Note or
any part thereof, Maker hereby promises and agrees to pay all costs of
collection and legal expenses, including reasonable attorneys' fees and court
costs.

     

    Maker
hereby waives presentment for payment, protest and demand, and notice of demand,
protest, dishonor and nonpayment of this Note.

     

    THIS NOTE
SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL
BE DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
CONNECTICUT WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS. MAKER IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDINGS
BASED UPON, OR RELATED TO, THIS NOTE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY
AND VOLUNTARILY MADE BY MAKER AND MAKER ACKNOWLEDGES THAT NEITHER PAYEES NOR ANY
PERSON ACTING ON BEHALF OF PAYEES HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
EFFECT.

     

     

    Whenever
possible each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note. Whenever in this Note reference is made to Payees or Maker, such reference
shall be deemed to include, as applicable, a reference to their respective
successors, assigns, heirs and estates, to which the provisions of this Note
shall be binding upon and shall inure to the benefit of.

     

     

    This Note
may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification or discharge
is sought.

     

     

    IN
WITNESS WHEREOF, Maker has executed this Note as of the day and year first
written above.

     

     

    
      
        
          
            	 	MAKER:	 
	 	 	 
	 	Drinks
      Americas, Inc.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	J.
      Patrick Kenny, President and CEO	 
	 	 	 	 
	 	 	 	 


          

        

      

    

     

    
      
         

      

      
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