ASSIGNMENT,
      ASSUMPTION, AND NOVATION AGREEMENT

     

    


    THIS
      ASSIGNMENT, ASSUMPTION, AND NOVATION AGREEMENT (this “360
      Investments Subsequent Assignment Agreement”),
      dated
      this __ day of March, 2006 (the “Effective
      Date”),
      is
      made by and among 360 GLOBAL WINE COMPANY, a Nevada corporation (“360
      Global”),
      360
      INVESTMENTS LLC, a Delaware limited liability company (“360
      Investments”),
      and
      GENERAL ELECTRIC COMPANY, a New York corporation (“GE”).

    


    WHEREAS,
      Samson Investment Company, a Nevada corporation (“Samson”)
      and GE
      are parties to that certain Stock Purchase Agreement of even date herewith
      (the
“Springer
      Agreement”),
      pursuant to which Samson is to acquire all of the issued and outstanding capital
      stock of Springer Mining Company, a Nevada corporation (the “Mining
      Company”)
      from
      GE, a copy of which agreement is attached hereto as Exhibit A;

    


    WHEREAS,
      Samson, 360 Investments, and GE are parties to that certain Assignment,
      Assumption, and Novation Agreement (the “Samson
      / 360 Investments Assignment Agreement”) of
      even
      date herewith, pursuant to which Samson is to assign all of its right, title,
      and interest in and to the Springer Agreement to 360 Investments (subject to
      360
      Investments undertaking all of Samson’s obligations thereunder), 360 Investments
      is to accept such assignment of rights and to undertake to fulfill all of such
      obligations, and GE is to consent thereto, which consent will act as a
      conditional novation in favor of Samson of all of its obligations under the
      Springer Agreement;

    


    WHEREAS,
      360 Investments desires to assign all of its right, title, and interest in
      and
      to the Springer Agreement to 360 Global (subject to 360 Global undertaking
      all
      of 360 Investment’s obligations under the Springer Agreement) and 360 Global is
      willing to accept such assignment of rights and to undertake to fulfill all
      of
      such obligations;

    


    WHEREAS,
      the parties hereto understand that this 360 Investments Subsequent Assignment
      Agreement is one of a series of assignments of, and transactions involving,
      the
      Springer Agreement (of which the “Samson
      / 360 Investments Assignment Agreement”
is
      a
      component and a copy of which agreement is attached hereto as Exhibit
      B);

    


    WHEREAS,
      GE has agreed to consent to the terms and conditions set forth in this 360
      Investments Subsequent Assignment Agreement in the context of the Samson /
      360
      Investments Assignment Agreement, subject to the terms and conditions hereof
      and
      thereof;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:

    


    1.  Pursuant
      to the Assignment, Assumption and Novation (the “Samson
      Assignment”)
      by and
      among 360 Investments, GE, and Samson Investment Company, a Nevada corporation
      (“Samson”),
      a
      copy of which is attached hereto as Exhibit B, Samson assigned all of its right,
      title and interest in and to the rights granted under the Springer Agreement
      to
      360 Investments, and 360 Investments accepted all such right, title and interest
      and assumed all of Samson’s duties, obligations, and liabilities under the
      Springer Agreement.

    


    2.  Subject
      to the terms and conditions of this Agreement, 360 Investments hereby
      irrevocably sells, conveys, assigns, grants, transfers, and delivers to 360
      Global and its successors and permitted assignees, to its own use and benefit
      forever, all of 360 Investments’ right, title and interest in and to the rights
      granted under the Springer Agreement as assigned to 360 Investments by the
      Samson Assignment.

     

    
      
        
        

      

      
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    3.  Subject
      to the terms and conditions of this Agreement, 360 Global hereby irrevocably
      accepts such right, title, and interest in assigned in Section 3 above and
      assumes all of 360 Investments’ duties, obligations, and liabilities under the
      Springer Agreement as assigned to 360 Investments by the Samson
      Assignment.

    


    4.  360
      Investments, for itself and its successors, but not for 360 Global, as its
      permitted assignee, and not for any of 360 Global’s successors or permitted
      assignees, hereby releases GE from all of GE’s duties, obligations, and
      liabilities in favor of 360 Investments that may arise under the Springer
      Agreement as a result of the Samson / 360 Investments Assignment
      Agreement.

    


    5.  360
      Investments (after due inquiry) represents and warrants to 360 Global
      that:

    


    
      	a.  
               	
              Except
                as set forth on Schedule 5a, all assets and property currently or
                previously owned, leased, operated, or used by in connection with
                the
                Mining Company (the “Property”),
                all current and previous conditions on and uses of the Property,
                and all
                current and previous ownership and operations of the Property and
                the
                Mining Company (including without limitation transportation and disposal
                of Hazardous Materials by or for the Mining Company) comply, have
                at all
                times complied, and will comply with, and do not cause, have not
                caused,
                and will not cause liability to be incurred by the Mining Company
                or 360
                Investments under any current, past, or future law relating to the
                protection of health or the environment, including without limitation
                the
                Clean Air Act, the Federal Water Pollution Control Act, the Resource
                Conservation and Recovery Act, the Comprehensive Environmental Response,
                Compensation and Liability Act, the Toxic Substance Control Act,
                and the
                Occupational Safety and Health Act, as all may be amended from time
                to
                time, any comparable state or foreign law, and the common law, including
                the law of nuisance and strict liability (collectively, the “Environmental
                Laws”).
                Except as set forth on Schedule 5a attached hereto, the Mining Company
                is
                not in violation of and has not violated any Environmental
                Law.

            


    

    


    
      	b.  
               	
              Except
                as set forth on Schedule 5b, the Mining Company has properly obtained
                and
                is in compliance with all necessary permits, registrations, approvals,
                and
                licenses (the “Environmental
                Permits”)
                and has properly made all filings with and submissions to any government
                or other authority required by any Environmental Law. No deficiencies
                have
                been asserted by any such government or authority with respect to
                such
                items.

            


    

    


    
      	c.  
               	
              Except
                as set forth on Schedule 5c, the consummation of the transactions
                referenced in the Springer Agreement, the Samson / 360 Investments
                Assignment Agreement, and this 360 Investments Subsequent Assignment
                Agreement and as contemplated thereby and hereby will not (i) require
                the
                Mining Company, GE, Samson, 360 Investments, or 360 Global to provide
                notices, obtain governmental approval, or take any actions, including,
                but
                not limited to, any repairs, construction, or capital expenditures,
                in
                order for either or both of the Mining Company or 360 Global to hold
                or to
                continue to hold all Environmental Permits and to remain in compliance
                with the terms and conditions thereof and of all Environmental Laws
                or
                (ii) require either or both of the Mining Company or 360 Global to
                obtain
                any new Environmental Permit.

            


    

    


    
      	d.  
               	
              Except
                as set forth on Schedule 5d, there has been no spill, discharge,
                leak,
                leaching, emission, migration, injection, disposal, escape, dumping,
                or
                release of any kind on, beneath, above, from, or into the Property
                or any
                other property that any or all of the Mining Company, GE, Samson,
                or 360
                Investments currently or in the past has owned, operated, leased,
                occupied, or used, or into the environment surrounding the Property
                of any
                (i) pollutants or contaminants, (ii) hazardous, toxic, infectious
                or
                radioactive substances, chemicals, materials, or wastes (including,
                without limitation, those defined as hazardous under any Environmental
                Law), (iii) petroleum and petroleum products and wastes, including
                crude
                oil or any derivative or fraction thereof, (iv) asbestos fibers,
                (v) solid
                wastes, or (vi) medical wastes ((i) through (vi), inclusive, collectively,
                the “Hazardous
                Materials”).

            


    

     

    
      
        
        

      

      
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      	e.  
               	
              Except
                as set forth on Schedule 5e, there are and have been no (i) Hazardous
                Materials stored, disposed of, generated, manufactured, refined,
                transported, produced, processed, distributed, used, sold, treated,
                recycled, received, or handled at, upon, or from the Property; (ii)
                asbestos fibers or materials or polychlorinated biphenyls on or beneath
                the Property, or (iii) underground storage tanks on or beneath the
                Property. Schedule 5e includes the description and the quantity of
                the
                Hazardous Materials, the location where the activities occurred,
                the names
                and addresses of the persons involved and the dates of the activities.
                Schedule 5e sets forth the name and address of each person and location
                involved in the transportation and disposal of Hazardous Materials
                on
                behalf of any or all of the Mining Company, GE, Samson, or 360 Investments
                or from the Property.

            


    

    


    
      	f.  
               	
              Except
                as set forth in Schedule 5f, there never has been pending or threatened
                against any or all of the Mining Company, GE, Samson, or 360 Investments
                or any other person or entity to the extent such other person or
                entity
                from time to time has owned, leased, occupied, or conducted operations
                on
                the Property, any civil, criminal, or administrative action, suit,
                summons, complaint, citation, claim, hearing, study, inquiry, or
                investigation based on or related to an Environmental Permit or an
                Environmental Law.

            


    

    


    
      	g.  
               	
              Except
                as set forth in Schedule 5g, none of , the Mining Company, GE, Samson,
                or
                360 Investments nor any other person or entity to the extent that
                such
                other person or entity from time to time has owned, leased, occupied,
                or
                conducted operations on the Property, has ever received from any
                person
                any notice of, or has knowledge of, any past, present or anticipated
                future events, conditions, circumstances, activities, practices,
                incidents, actions, agreements, or plans that could (i) interfere
                with,
                prevent, or increase the costs of compliance or continued compliance
                with
                any Environmental Permit or any renewal or transfer thereof or any
                Environmental Law; (ii) make more stringent any restriction, limitation,
                requirement, or condition under any Environmental Law or any Environmental
                Permit in connection with the operations at the Property; or (iii)
                give
                rise to any liability, loss or expense, or form the basis of any
                civil,
                criminal, or administrative action, suit, summons, citation, complaint,
                claim, notice, demand, request, judgment, order, lien, proceeding,
                hearing, study, inquiry, or investigation involving the Property
                or the
                Mining Company, GE, Samson, or 360 Investments based on or related
                to an
                Environmental Permit, or an Environmental Law or to the presence,
                manufacture, generation, refining, processing, distribution, use,
                sale,
                treatment, recycling, receipt, storage, disposal, transport, handling,
                emission, discharge, release or threatened release of any Hazardous
                Materials.

            


    

    


    
      	h.  
               	
              The
                Mining Company, Samson, and 360 Investments have delivered to 360
                Global,
                prior to the execution and delivery of each of the Springer Agreement,
                the
                Samson / 360 Investments Assignment Agreement, and this 360 Investments
                Subsequent Assignment Agreement, true and complete copies of any
                and all
                (i) documents received by any or all of the Mining Company, Samson,
                or 360
                Investments from, or submitted by any of their respective officers,
                directors, stockholders or members, to, the Environmental Protection
                Agency and/or any foreign, state, county, or municipal environmental
                or
                health agency concerning the environmental condition of the Property
                or
                the effect of the operations of the Mining Company on the environmental
                condition of the Property and (ii) reviews, audits, reports, or other
                analyses concerning the Property in the possession of or available
                to any
                or all of the Mining Company, Samson, or 360
                Investments.

            


    

     

    
      
        
        

      

      
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      	i.  
               	
              360
                Investments and the Mining Company have provided 360 Global true,
                accurate
                and complete information pertaining to all of the matters set forth
                in
                paragraphs (a) through (h) hereof, including all documents pertaining
                to
                all environmental audits or
                assessments.

            


    

    


    6.  360
      Investments shall hold 360 Global, its stockholders, directors, officers,
      successors, permitted assignees, and agents (the “Indemnified
      Persons”),
      harmless and indemnify each of them from and against, and waives any claim
      for
      contribution with respect to, any and all claims, losses, damages, liabilities,
      expenses or costs (the “Losses”),
      plus
      reasonable and necessary attorneys' fees and expenses, incurred in connection
      with Losses and/or enforcement of this Agreement (in all, the “Indemnified
      Losses”),
      whether now known or unknown, whether voluntarily incurred or otherwise,
      incurred by any of them to the extent resulting from or arising out
      of:

    


    
      	a.  
               	
              Any
                breach or violation of 360 Investments' representations, warranties,
                covenants, or agreements contained in this
                Agreement;

            


    

    


    
      	b.  
               	
              The
                manufacture, generation, refining, processing, distribution, use,
                sale,
                treatment, recycling, receipt, storage, disposal, transportation,
                handling, emission, discharge, leaching, release or threatened release
                of
                any Hazardous Material by 360 Investments or the Mining Company,
                or their
                officers, directors, employees or agents, whether or not such occurred
                on
                the Property or other Property, including but not limited to, other
                property that 360 Investments or the Mining Company currently or
                in the
                past has owned, operated, leased, occupied or used, or property at
                which
                360 Investments or the Mining Company’s Hazardous Materials may have been
                sent for treatment, recycling, disposal, or
                storage;

            


    

    


    
      	c.  
               	
              Any
                pollution or contamination of the environment or damage to natural
                resources on, under or from the Property, including, but not limited
                to,
                the disposal, emission, discharge, leaching, release, or threatened
                release of Hazardous Materials on, under, or from the Property;
                and

            


    

    


    
      	d.  
               	
              The
                violation or assertion of any past, present, or future Environmental
                Law;
                or the assertion of any civil, criminal, administrative, or common
                law
                claim or action relating to the health, safety, natural resources
                or the
                environment arising out of or related to the conduct of the business
                of
                360 Investments or the Mining
                Company.

            


    

     

    7.  In
      consideration of the transactions contemplated by the Samson / 360 Investments
      Assignment Agreement and this 360 Investments Assignment Agreement, 360
      Investments and 360 Global hereby agree that on, or as soon as practicable
      after
      the Effective Date, 360 Global shall cause the consummation of one or more
      transactions, pursuant to which (i) a wholly-owned subsidiary of 360 Global
      shall merge with and into the Mining Company, with the Mining Company as the
      surviving corporation, which transaction(s) shall result in the Mining Company
      becoming a wholly-owned subsidiary of 360 Global, and (ii) 360 Global shall
      tender to 360 Investments certain consideration, all as may be more completely
      set forth in one or more other transaction documents between 360 Global and
      360
      Investments.

     

    
      
        
        

      

      
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    8.  Except
      as
      otherwise limited herein, this 360 Investments Assignment Agreement shall be
      binding on and inure to the benefit of the parties hereto and their respective
      successors and permitted assignees.

    


    9.  This
      360
      Investments Assignment Agreement may be executed in counterparts, any one of
      which need not contain the signatures of more than one party, but all such
      counterparts taken together shall constitute one and the same
      instrument.

    


    10.  All
      questions concerning the construction, validity and interpretation of this
      360
      Investments Assignment Agreement shall be governed by and construed in
      accordance with the domestic laws of the State of Nevada, without giving effect
      to any choice of law or conflict of law provision (whether of the State of
      Nevada or any other jurisdiction) that would cause the application of the laws
      of any jurisdiction other than the State of Nevada. 

    


    11.  This
      360
      Investments Assignment Agreement shall not become effective unless and until
      each of the Springer Agreement, the Samson / 360 Investments Assignment
      Agreement, and this document has been duly executed by each party thereto and
      hereto (as relevant) and each such executed agreement has been delivered to
      each
      such executing party.

    


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

     

    
      	 	 	 
	 360
              GLOBAL:	
              360
                GLOBAL
                WINE COMPANY,

              a Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
  
	 	Name: 	 
	 	 	
              
  
	 	Its: 	 
	 	
              
  


    

     

    
      
        	 	 	 
	360
                INVESTMENTS:	
                
                  360
                    INVESTMENTS LLC,

                  a Delaware limited liability
                    company

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                
  
	 	Name: 	 
	 	 	
                
  
	 	Its: 	 
	 	
                
  


      

      
         

        
          
            	 	 	 
	GE:	
                    
                      GENERAL
                        ELECTRIC COMPANY

                    

                  
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                    
  
	 	Name: 	 
	 	 	
                    
  
	 	Its: 	 
	 	
                    
  


          

          
 

        

      

    

    
      
        
        

      

      
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