ex10-5.htm


    


     

    


    Exhibit
10.5

    Distribution
Agreement

     

     

    Margrit
Enterprises Intl, Inc — DBA Marani Spirits 13152 Raymer Street, Suite
IA,

    North
Hollywood, CA 91605

    Phone:
(818) 503-5200 — Fax: (818) 503-4478 E-mail margrite@maranispirit.com

     

     

    Novemberl3, 1007

     

    Eraskh
Winery Ltd.

    Eraskh
Village

    Ararat
District, Armenia

     

    Re:
Exclusive Distribution Agreement

     

    Gentlemen:

     

    Reference
is made to that certain Exclusive Distribution Agreement made and effective on
November 27, 2002 ( the "Agreement"), by and between Margrit Enterprises
International, Inc. ( the " Distributor"), and Eraskh Winery Ltd. ( the
"Manufacturer")..

    The
Distributor and the Manufacturer desire to amend the Agreement as provided for
in this letter amendment ( this "Amendment"). Capitalized terms used herein
which are not defined in this Amendment shall have the same meanings as are
ascribed to such terms in the Agreement.

     

    For good
and valuable consideration, the receipt and legal adequacy of which is hereby
acknowledged, the Distributor and the Manufacturer agree as
follows:

     

    
      	 
      1.   	
              The
      term of the Agreement is extended for an additional five (5) years,
      commencing on November 27,1007 and terminating on November 26,
      2012.

            


    

     

    
      	
              2.  

            	
              The
      term "Territory" shall be deemed to include, as of the date hereof, all of
      the countries in North America and South America, China, Japan and all of
      the countries in the Caribbean. The right of first refusal granted to the
      Distributor to expand the rights granted to distribute the Manufacturer's
      products to additional countries, and thus expand the countries that are
      included within the Territory, shall continue during the term of the
      Agreement as extended hereby.

            


    

     

    
      	
              3.  

            	
              Except
      as expressly amended hereby, the Agreement shall remain in full force and
      effect in accordance with its terms. All references in the Agreement to
      the terms "this Agreement", "hereby", "hereof' and words of a similar
      nature shall be deemed to be references to the Agreement as amended by
      this Amendment.

            


    

     

    
      	
              4.  

            	
              It
      is the intention of the Distributor and the Manufacturer to enter into a
      more comprehensive amendment and restatement of the Agreement, to enhance
      and improve the terms and provisions thereof, during the term of the
      Agreement as extended hereby. It is the intention of the Distributor and
      Manufacturer to negotiate the terms and provisions of such comprehensive
      amendment and restatement of the Agreement over the 90 days following the
      date of the commencement of the extended term of the Agreement. If the
      parties do not enter into such comprehensive amendment and restatement of
      the Agreement, the Agreement as amended by the Amendment shall be
      conclusive and binding on the Distributor and the
      Manufacturer.

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    Margrit
Enterprises Inn, Inc —
DBA Moroni Spirits 13152 Raymer Street, Suite 1A,

    North
Hollywood, CA 91605

    Phone:
(818) 503-5200 — Fax: (818) 503-4478 E-mail margrite@maranispirit.com

     

     

     

    Please
confirm the Manufacturer's agreement to the terms and provisions of this
Amendment, by having one of the Manufacturer's duly authorized officers execute
and return to the undersigned the enclosed copy of this Amendment. We look
forward to continuing our mutually successful relationship with
you.

     

    Very
truly yours,

     

     

    Margit
Enterprises International, Inc.

     

    By:                                     

    Name:

    Title:

     

    Agreed
and Accepted this day

    of
November 2007

     

     

    Eraskh
Winery, ty

     

    By:                                             

    Name:                             

    Title: