ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT dated as of October ___, 2005, by and between DRINKS
AMERICAS HOLDINGS, LTD, a Delaware corporation ("Buyer"), and RHEINGOLD BREWING
COMPANY, INC., a Delaware corporation ("Seller").
WHEREAS, Seller has been engaged in the business of manufacturing, marketing, distributing and selling
beer products under the trademark "Rheingold" pursuant to the terms of the Rheingold License (as hereinafter
WHEREAS, Buyer is engaged through subsidiaries in the production, marketing, advertising, distribution
and sale of both spirits and non-alcoholic beverages, and Buyer will be engaged in the business of manufacturing,
marketing, distributing and selling beer products; and
WHEREAS, Buyer desires to acquire from Seller, and Seller is willing to sell to Buyer, substantially all of
Seller's assets, including, without limitation, all rights presently held by Seller to use the trademark associated with
the Intellectual Property (as hereinafter defined) in the production, marketing, advertising, distribution and sale of
NOW, THEREFORE, the parties hereto, in consideration of the premises hereof and other good and
valuable consideration, hereby agree as follows:
1.1. Definitions. The following terms used herein shall have the meanings given to such terms below.
"Acquired Assets" means, all assets of Seller, real and personal, tangible and intangible, including, without
limitation, goodwill and those assets listed in Section 2.1 hereof.
"Assignment" means the assignment by Seller to Buyer of the licensee's interest in the Rheingold License.
"Assumed Contracts" means all of the executory leases, contracts and licenses listed on Schedule A
"Assumed Obligations" means (i) the obligations of Seller under the Assumed Contracts requiring
performance on or after the Closing Date; and (ii) all obligations of Seller referred to in Schedule B hereof;