PLEDGE
      AND SECURITY AGREEMENT

     

    This
      PLEDGE AND SECURITY AGREEMENT (the “Agreement”),
      dated
      as of March 31, 2006, is made by 360 Global Wine Company, a Nevada corporation
      (the “Pledgor”),
      in
      favor of General Electric company, a New York corporation (the “Lender”).
      

     

    RECITALS

     

    A. As
      of the
      date of this Agreement, the Pledgor, as permitted assignee of Samson Investment
      Company pursuant to that certain Stock Purchase Agreement dated March 9, 2006
      by
      and between General Electric Company and Samson Investment Company and the
      First
      Amendment dated March 31, 2006 (collectively the “Stock Purchase Agreement”) has
      purchased from the Lender all of the issued and outstanding shares of capital
      stock (the “Pledged
      Interests”)
      of
      Springer Mining Company, a Nevada corporation (the “Company”).
      Pursuant to the terms of that certain Straight Promissory Note of the Pledgor
      in
      favor of the Lender, dated of even date herewith (the “Note”),
      the
      Lender has agreed to make a loan to the Pledgor in the initial principal amount
      of Two Million Four Hundred Thousand Dollars ($2,400,000.00) (the “Loan”).

     

    B. In
      order
      to induce Lender to make the Loan, the Pledgor
      has
      agreed to grant to the Lender a security interest in the Pledged Interests
      pursuant to the terms and conditions of this Agreement as additional security
      for the performance of the Pledgor’s obligations under the Note.

     

    NOW,
      THEREFORE, in order to induce the Lender
      to
      make the Loan, and for other good and valuable consideration, the receipt and
      sufficiency of which hereby are acknowledged, the Pledgor hereby agrees as
      follows:
      

     

    1.  
Grant
      of Security Interest.
      The
      Pledgor hereby pledges, assigns, transfers, and delivers to the Lender, as
      security for the performance of the “Secured
      Obligations”
(as
      defined below), a continuing and first-priority security interest (“Security
      Interest”)
      in the
      following (collectively, the “Collateral”):
      (a)
      all right, title, and interest of the Pledgor as a stockholder of the Company,
      whether now owned or hereafter acquired; (b) all right, title and interest
      of
      the Pledgor in the Pledged Interests; (c) all payments, profits, or other
      distributions, whether in cash, property or otherwise, at any time owing to
      the
      Pledgor on account of its interest as a stockholder of Company; (d) all
      certificates and other documents that evidence the Pledged Interests and all
      other rights as a stockholder of Company; (e) all other rights, interests and
      claims to which the Pledgor may be entitled in its capacity as a stockholder
      of
      Company; and (f) all proceeds of any or all of the foregoing (in whatever form,
      whether money,
      instruments, documents, or other property).

     

    2.  
Security
      for Obligations.
      This
      Agreement and the Security Interest secure, and the Collateral is security
      for:
      (a) the prompt and indefeasible
      payment and performance in full when due, whether at stated maturity, by
      acceleration or otherwise, of all amounts owing under the Note, whether for
      principal, interest or fees, costs and expenses that are required to be paid
      to
      Lender under the Note; (b) the Pledgor’s performance of all of its obligations
      under this Agreement; and (c) the performance of all of the Pledgor’s other
      obligations under the Note (collectively, the “Secured
      Obligations”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  
Delivery
      to the Lender.
      The
      Pledgor agrees to execute and deliver to the Lender such other agreements,
      instruments, and documents as the Lender may reasonably request from time to
      time to effectuate the conveyance, transfer, assignment, and grant to the Lender
      of the Security Interest in and to the Collateral. On or before the date hereof,
      any and all certificates or instruments representing or evidencing the
      Collateral shall be delivered to and held by or on behalf of the Lender pursuant
      hereto and shall be in suitable form for transfer by delivery or, as applicable,
      shall be accompanied by the Pledgor’s endorsement, where necessary, or duly
      executed instruments of transfer, all in form and substance satisfactory to
      the
      Lender. During the continuance of an “Event
      of Default”
(as
      defined below), the Lender shall have the right, at any time in its discretion
      and without notice to the Pledgor, to transfer to the Lender or to register
      in
      the name of the Lender or any of its nominees any or all of the
      Collateral.

     

    4.  
Representations
      and Warranties.
      The
      Pledgor
      hereby represents and warrants to the Lender as follows:

     

    
      	4.1	
              The
                Pledgor has full power and lawful authority to enter into, deliver,
                and
                perform this Agreement, to assign, transfer and pledge the Collateral
                to
                the Lender and to grant to the Lender a first-priority security interest
                therein as herein provided. 

            


    

     

    
      	4.2	
              The
                execution, delivery and performance of this Agreement and the grant
                of the
                Security Interest hereunder do not and will not (i) violate any provision
                of law applicable to the Pledgor, the organizational documents of
                the
                Pledgor, or any judgment, order, or decree of any court or other
                agency of
                government binding on the Pledgor, (ii) conflict with, result in
                the
                breach of or constitute (with due notice or lapse of time or both)
                a
                default under any contractual obligation of the Pledgor, or (iii)
                result
                in or require the creation or imposition of any material lien upon
                any of
                the properties or assets of the Pledgor (other than liens in favor
                of the
                Lender). 

            


    

     

    5.  
Covenants
      of the Pledgor. 

     

    
      	5.1	
              The
                Pledgor covenants and agrees that it shall: 

            


    

     

    (a)
      Access to Books and Records. l Make and cause the Company to make any records
      and books of account for the Pledgor and the Company available for the Lender’s
      inspection and transcription at any time upon reasonable advance notice and
      during business hours and (iii) permit representatives of the Lender to discuss
      the business, operations, assets, Properties, prospects and financial condition
      of the Pledgor and the Company with officers of each of the Pledgor and the
      Company and with their independent certified public accountants and third party
      lenders and creditors.

     

    (b)
      Conduct of Business and Maintenance of Existence.
      Continue to engage in business of the same general type as is now conducted
      by
      it, and preserve, renew and keep in full force and effect its corporate
      existence and take all reasonable action to maintain all rights, privileges
      and
      franchises necessary or desirable in the normal conduct of its business, comply
      with all contractual obligations and Requirements of Law. 

    


    (c)
      Maintenance of Property, Insurance.
      Cause
      the Company to: keep all Company Property useful and necessary in its business
      in good working order and condition; and maintain with financially sound and
      reputable insurance companies insurance on all of its Property in at least
      such
      amounts and against at least such risks as are usually insured against in the
      same general area by companies engaged in the same or a similar
      business.

    


    (d)
      Notices.
      Promptly, and in any event within two days, give notice to the
      Lender:

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (i)
      of
      the
      occurrence of any default or event of default under any agreement or undertaking
      of the Pledgor or the Company with any Person (including without limitation
      the
      Stock Purchase Agreement between the Lender and Pledgor) or of any event which
      but for the requirement that notice be given or time elapse or both would
      constitute a default or an event of default under any such agreement or
      undertaking;

    (ii)
      of
      any
      litigation, investigation or proceeding which may exist at any time in which
      the
      amount involved is $25,000 or more; or involving a Governmental Authority;
      or
      any such matter, if adversely determined, could have a material adverse effect
      upon the business, operations, assets, Property, prospects or financial
      condition of the Pledgor or the Company or in which injunctive or similar relief
      is sought;

    (iv)
      of
      any
      material adverse change in the business, operations, assets, Property, prospects
      or financial condition of the Pledgor or the Company.

     

    (e)
      Comply with its covenants, agreements and undertakings set forth in the Stock
      Purchase Agreement between the Lender and the Pledgor.

     

    
      	5.2	
              The
                Pledgor covenants and agrees that it shall not:


            


    

     

    (a)  Disposition
      of Collateral. Voluntarily sell, assign (except by operation of law in the
      event
      of a death), or otherwise dispose of, or grant any option with respect to,
      any
      of the Collateral. 

     

    (b)
      Transfer Pledged Interests. Pledge, assign, sell, or otherwise transfer the
      Pledged Interests or any interest therein.

     

    (c)
      Liens. Permit or permit the Company to create, incur, assume or suffer to exist,
      any Lien upon any of the Property of the Company except: (i) Liens for taxes,
      assessments or governmental charges which are not yet due or delinquent or
      which
      are being contested in good faith by appropriate proceedings and provided
      adequate reserves with respect thereto are maintained on the books of the
      Company; (ii) easements, municipal and zoning ordinances, and rights of way
      restrictions not interfering with the ordinary conduct of the business of the
      Company; and(iii) any Liens existing on Property of the Company as of the
      closing under the Stock Purchase Agreement between the Pledgor and the
      Lender;

    


    (d)
      Prohibition of Fundamental Changes. Enter into or permit the Company to enter
      into any transaction of merger, consolidation or amalgamation; liquidate, wind
      up or dissolve itself (or suffer any liquidation or dissolution); convey, sell,
      lease, transfer or otherwise dispose of, in one or a series of transactions,
      any
      of the Pledgor’s or the Company’s business or assets; acquire by purchase or
      otherwise all or substantially all the business or assets of, or stock or other
      evidences of beneficial ownership of, any Person; or make any material change
      in
      the nature of the Pledgor’s or the Company’s present business or their method of
      conducting their present business. Sell, transfer, or otherwise dispose of
      any
      interest in the Company’s capital stock. 

    


    (e)
      Dividends; Redemption of Stock. Permit or cause the Company to declare any
      dividends on any shares of any class of its stock, whether now or hereafter
      outstanding, make any payment on account of any shares of any class of its
      stock, whether now or hereafter outstanding, set apart assets for a sinking
      or
      other analogous fund for the purchase, redemption, retirement or other
      acquisition of any shares of any class of its stock, whether now or hereafter
      outstanding, or make any other distribution either directly or indirectly,
      whether in cash, property or obligations in respect of, or on account of, or
      purchase or otherwise acquire any shares of, any class of its stock, whether
      now
      or hereafter outstanding, from any Person.

    


    
      
         

      

      
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    (f)
      Investments. Permit or cause the Company commit to make, any advance, loan,
      extension of credit or capital contribution to, or purchase or commit to
      purchase any stocks, bonds, notes, debentures or other securities of, or make
      any other investment in, any Person or create or participate in the creation
      of
      any subsidiary.

    


    (g)
      Restriction of Indebtedness. Permit or cause the Company to create, incur,
      assume or have outstanding any Indebtedness.

    


    (h)
      Sale
      and Leaseback. Enter into any agreement or cause the Company to enter into
      any
      agreement providing for the leasing by the Company of property which has been
      or
      is to be sold or transferred by the Company to the lessor thereof, or which
      is
      substantially similar in purpose to property so sold or
      transferred.

    


    (i)
      Company Affiliates. Suffer or permit the Company to enter into any transaction
      with any Company Affiliate. Suffer or permit the Company to enter into or permit
      any transaction with any Company Affiliate or any Person in control of,
      controlled by or under common control with either of the foregoing in order
      to
      avoid the operation of any of the covenants hereof. 

    


    (j)
      Partnerships; Joint Ventures. Permit the Company or cause the Company to become
      a member of any partnership or joint venture.

    


    (k)
      Change in Control. Permit or cause a change in the power to direct or cause
      the
      direction of management and policies of the Pledgor, either directly or
      indirectly, whether through the ownership of voting securities or by contract
      or
      otherwise. Notwithstanding the above, this prohibition shall not apply to 360
      Investments, LLC, a Delaware limited liability company. Permit or cause the
      Company to permit a change in the power to direct or cause the direction of
      management and policies of the Company, either directly or indirectly, whether
      through the ownership of voting securities or by contract or
      otherwise.

     

    
      	5.3	
              As
                used in this Agreement, the following terms shall have the meanings
                set
                forth below:

            


    

     

    (a)
      “Company
      Affiliate”
shall
      mean any person, firm, or corporation which, directly or indirectly, controls
      or
      is controlled by or is under common control with the Company. For the purpose
      of
      this definition, “control” (including, with correlative meanings, the terms
“controlled by” and “under common control with”) means the possession, directly
      or indirectly, of the power to direct or cause the direction of management
      and
      policies, either directly or indirectly, whether through the ownership of voting
      securities or by contract or otherwise of any Person.

    


    (b)
      “Contingent
      Obligation”
shall
      mean, as to any Person, any guarantee of Indebtedness or any other obligation
      of
      any second Person or any assurance with respect to the financial condition
      of
      any second Person, whether direct, indirect or contingent, including without
      limitation, any purchase or repurchase agreement or other arrangement of
      whatever nature having the effect of assuring or holding harmless any third
      Person against loss with respect to any obligation of such second
      Person.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (d)
      “Governmental
      Authority”
shall
      mean any nation or government, any state or other political subdivision thereof,
      and any entity exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to government and any corporation
      or
      other entity owned or controlled (through stock or capital ownership or
      otherwise) by any of the foregoing.

    


    (e)
      “Indebtedness”
shall
      mean, and shall include, as to any Person, at a particular time, (a) all
      indebtedness for borrowed money or for the deferred purchase price of Property
      or services in respect of which such Person is liable, contingently or
      otherwise, as obligor, guarantor or otherwise, or in respect of which such
      Person otherwise assures a creditor against loss, (b) obligations of such
      Person, contingently or otherwise, as obligor, guarantor or otherwise under
      leases of real or personal property or any comparable arrangement with respect
      to use or title which are, shall have been, or should be, in accordance with
      generally accepted accounting principles, capitalized, (c) indebtedness arising
      under acceptance facilities and the face amount of all letters of credit issued
      for the account of such Person and, without duplication, all drafts drawn
      thereunder, (d) all liabilities secured by any Lien on any Property owned by
      such Person even if such Person has not assumed or otherwise become liable
      for
      the payment thereof, and (e) any other obligations (other than deferred taxes)
      which are required by generally accepted accounting principles to be shown
      as
      liabilities in its balance sheet and which are payable or remain
      unpaid.

    


    (f)
      “Liabilities”
shall
      mean, as to any Person, at any date, all items which would be classified as
      liabilities on a balance sheet of such Person at such time.

    


    (g)
      “Lien”
shall
      mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), preference, priority or other security
      agreement or preferential arrangement of any kind or nature whatsoever
      (including, without limitation, any conditional sale or other title retention
      agreement, any financing lease having substantially the same economic effect
      as
      any of the foregoing and the filing of any financing statement under the Uniform
      Commercial Code or comparable law of any jurisdiction).

    


    (h)
      “Person”
shall
      mean an individual, partnership, joint venture, corporation, business trust,
      joint stick company, trust, unincorporated organization, Governmental Authority
      or other entity of whatever nature.

    


    (i)
      “Requirement
      of Law”
shall
      mean, as to any Person the Articles of Incorporation and By-Laws or other
      organizational or governing documents of such Person, and any law, treaty,
      rule
      or regulation, determination of an arbitrator or a court or other Governmental
      Authority, in each case applicable to or binding upon such Person or any of
      its
      Property or to which such Person or any of its Property is subject.

     

    
      6.        
        Event
        of Default.
        The
        failure of the Pledgor to pay any sums due an owing under the Note or hereunder
        shall constitute an “Event
        of Default”
under
        this Agreement.

    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    
      7.        
        Remedies.
        Upon
        the
        occurrence of an Event of Default hereunder, the Lender may, at its option,
        do
        anyone or more of the following:

    

     

    
      	7.1	
              The
                Lender may exercise, in respect of the Collateral, in all rights
                and
                remedies provided for herein or otherwise available to it, all the
                rights
                and remedies as a secured party on default under the New York Uniform
                Commercial Code.

            


    

     

    
      	7.2	
              The
                Lender may exercise any and all rights of collection, conversion,
                or
                exchange and any and all other rights, privileges, options, or powers
                of
                the Pledgor pertaining to or relating to the Collateral as if the
                Lender
                were the absolute owner of all of the Collateral. Without limiting
                the
                foregoing, the Lender may exercise all voting and management rights
                of the
                Pledgor as a stockholder of the Company, and the Lender may exercise
                all
                other rights that pertain to the Pledged
                Interests.

            


    

     

    
      	7.3	
              The
                Pledgor recognizes that, by reason of certain prohibitions contained
                in
                the Securities Act of 1933, as amended (the “Securities
                Act”),
                and applicable state securities laws, the Lender may be compelled,
                with
                respect to any sale of all or any part of the Collateral conducted
                without
                prior registration or qualification of such Collateral under the
                Securities Act and/for such state securities laws, to limit purchasers
                to
                those who will agree, among other things, to acquire the Collateral
                for
                their own account, for investment and not with a view to the distribution
                or resale thereof. The Pledgor acknowledges that any such private
                sales
                may be at prices and on terms less favorable to the Lender than those
                obtainable through a public sale without such restrictions (including
                a
                public offering made pursuant to a registration statement under the
                Securities Act), and the Pledgor agrees that any such private sale
                shall
                be deemed to have been made in a commercially reasonable manner and
                that
                the Lender shall have no obligation to engage in public sales and
                no
                obligation to delay the sale of any Collateral for the period of
                time
                necessary to permit the issuer thereof to register it for a form
                of public
                sale requiring registration under the Securities Act or under applicable
                state securities laws, even if such issuer would, or should, agree
                to so
                register it.

            


    

     

    8.           
      Further
      Documentation.
      The
      Pledgor agrees to execute and deliver promptly all further instruments and
      documents and to take all further action that may be necessary or desirable,
      or
      that the Lender may reasonably request, in order to perfect and protect any
      security interest granted or purported to be granted hereby or to enable the
      Lender to exercise and enforce the rights and remedies of the Lender to exercise
      and enforce the rights and remedies of the Lender hereunder with respect to
      any
      Collateral or to carry out the provisions and purposes hereof.

     

    9.           
      Choice
      of Law.
      The
      provisions hereof and the transactions contemplated hereunder shall be governed
      by and construed in accordance with the laws of the State of New York. The
      Lender and the Pledgor
      agree
      than any claim, lawsuit or action, at law or in equity (including an application
      for provisional, interim or injunctive relief), arising from or related to
      this
      Agreement, the Loan or the Note shall be brought in the Jefferson Circuit Court
      in Louisville, Kentucky (the “Forum Court”). The Pledgor and the Lender hereby
      irrevocably consent and submit to the sole and exclusive jurisdiction and venue
      of the Forum Court and each specifically waives any objections based upon lack
      of jurisdiction, improper venue or forum non conveniens. 

     

    10.           
      Severability.
      If any
      court or other judicial authority of competent jurisdiction determines that
      any
      provision hereof, or the application thereof to any person or circumstance,
      to
      be invalid, illegal or unenforceable to any extent, the remaining provisions
      hereof, or the application of such provision to persons or circumstances other
      than those as to which it is held invalid or unenforceable, shall not be
      affected thereby, and each such provision hereof shall be valid and enforceable
      to the fullest extent permitted by law as though the invalid, illegal or
      unenforceable provision had never been a part hereof, or applicable to such
      person or circumstance.

     

    
      
         

      

      
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    11.           
      Waiver.
      The
      parties agree that if and to the extent that any party does not require strict
      compliance with the provisions hereof, such action or inaction shall not
      constitute a waiver of, or otherwise affect or prejudice in any manner, such
      party’s future rights, remedies, benefits, or powers hereunder, including the
      right to require strict performance of such provisions. No course of dealing
      on
      the part of any party and no delay or failure by any party to exercise any
      right
      which it may have hereunder shall be deemed a waiver thereof or otherwise
      prejudice any of its rights, remedies, or power hereunder unless so agreed
      in
      writing by such party. No waiver by any party of any breach hereof by any other
      party shall be deemed to be a waiver of any other breach by such other party
      (whether preceding or succeeding and whether or not of the same or similar
      nature), and no acceptance of payment or performance by any party after any
      breach by any other party shall be deemed to be a waiver of any breach hereof
      by
      such other party, whether or not the first party knows of such breach at the
      time it accepts such payment or performance. No failure or delay by any party
      to
      exercise any right or remedy it may have hereunder, at law, in equity or
      otherwise by reason of the default of any other party hereunder shall operate
      as
      a waiver of such default or as a modification hereof or shall prevent the
      exercise of any such right or remedy by the first party while the other party
      continues to be so in default. No extension of time for performance of any
      obligation shall be deemed to be an extension of the time for performance of
      any
      other obligation. The consent or approval of one act shall not be deemed to
      waive or render unnecessary the consent or approval to or of any subsequent
      similar act.

     

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

     

    360
      GLOBAL WINE COMPANY

     

    
      	 	 	 	 	 
	By:	 	 	 	 
	 	
              
Joel
              Shapiro, Chief Executive Officer	 	 	
            


    

          

     

    
      GENERAL
        ELECTRIC COMPANY

       

      
        	 	 	 	 	 
	By:	 	 	 	 
	 	
                

                Paul
                  Kalocsay,
                  authorized signatory

              	 	 	
              


      

          


    

     

         

    
      
         

      

      
        -7-