EXECUTION  DRAFT

    


    TRADEMARK SECURITY
AGREEMENT

     

    This
Trademark Security Agreement is made and entered into this ____ day of October,
2009, by and between The Saint James Eos Wine Company, a California corporation
(“Pledgor”), and Saphire Advisors, LLC, a Delaware limited liability company
(“Secured Party”).

     

    WITNESSETH:

    


    WHEREAS, in connection with that
certain Membership Interest Purchase Agreement, dated October 12, 2009 (the
“Purchase Agreement”), by and among Pledgor, Secured Party and The Saint James
Company, a North Carolina corporation, Pledgor is executing and delivering to
Secured Party that certain Secured Promissory Note of Pledgor, dated of even
date herewith, in favor of Secured Party in the initial principal amount of
$6,128,559.91 (the “Note”); and

    


    WHEREAS,
Secured Party has required, as a condition to entering into the Purchase
Agreement, that Pledgor execute and deliver this Trademark Security Agreement
(Capitalized terms not defined herein shall have the meanings given in the
Purchase Agreement).

     

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

    


    1.           Pledge.  As
security for the prompt and complete payment and performance of Pledgor’s
obligations under the Note (the “Obligations”), Pledgor hereby pledges and
grants a second or third priority security interest to Secured Party in all of
its right, title and interest, whether now existing or hereafter arising or
acquired, in and to any and all items of its intellectual property, wherever
located, including without limitation, the property set forth below
(collectively, the “Collateral”):

     

    a.           each
trademark and trademark application, including, without limitation, each
trademark and trademark application referred to in Schedule 1 annexed
hereto, together with any reissues, continuations or extensions thereof and all
goodwill associated therewith;

     

    b.           each
trademark license, including, without limitation, each trademark license listed
on Schedule 1
annexed hereto, together with all goodwill associated therewith;

     

    c.           all
products and proceeds of the foregoing, including, without limitation, any claim
by Pledgor against third parties for past, present or future infringement of any
trademark, including, without limitation, any trademark referred to in Schedule 1 annexed
hereto, any trademark issued pursuant to a trademark application referred to in
Schedule 1 and
any trademark licensed under any trademark license listed on Schedule 1 annexed
hereto (items (a) through (c) being herein collectively referred to as the
“Collateral”);


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
security interest is granted in conjunction with the security interests granted
to the Secured Party pursuant to that certain Security Agreement dated of even
date herewith by and between Secured Party and Pledgor (the “Security
Agreement”) and subject to limitations set forth therein.  Pledgor
hereby acknowledges and affirms that the rights and remedies of the Secured
Party with respect to the security interest in the Collateral made and granted
hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.

     

    2.           Priority of Liens;
Subordination.  Secured Party hereby further acknowledges the
security interests granted hereby shall be a second priority lien subordinate
only to the security interests securing the obligations to VinREIT pursuant to
the VinREIT and the obligations to Farm Credit Obligations (and those in place
thereof, e.g., a Qualified Refinancing
(as defined in the Security Agreement)).  Secured Party agrees to
execute a subordination agreement with Farm Credit or the holder(s) of the
security interest securing the Qualified Refinancing, as applicable, in a form
reasonably acceptable to Secured Party’s counsel which provides that, except
during the pendency of any event of default set forth in the documents
underlying the Farm Credit Obligations or Qualified Refinancing, as applicable,
payments shall be made when due under the Note (and, if such event of default is
cured, any payments suspended during the pendency of such event of default, are
promptly paid to Secured Party); provided, however, that, if either Farm
Credit or the entity that provides the Qualifying Refinancing shall impose more
“restrictive subordination provisions” as a condition to providing Purchaser
with access to its reasonably required financing, Secured Party shall execute
such further-restricted subordination agreement.  For purposes of this
Agreement, the phrase “restrictive subordination provisions” means (i) reserve
requirements imposed upon either or both of Purchaser and Saint James, (ii)
cash, free cash, or excess cash requirements imposed upon either or both of
Purchaser and Saint James, (iii) financial ratios or financial statement ratios
imposed upon either or both of Purchaser and Saint James, (iv) requirements that
all payments to grape growers or suppliers for the current or upcoming season,
as imposed upon either or both of Purchaser and Saint James, shall have been
made in full, or (v) equivalent restrictions, such that Farm Credit or the
Qualifying Financing entity has the contractual right and power to limit or
preclude the performance by the Purchaser of its obligations to the Secured
Party under the Note or the obligations of Saint James, as guarantor under that
certain Guaranty in favor of the Secured Party, of even date herewith; subject
to the Purchaser not being in breach of any of its covenants in any such
financing agreement, as of the effective date of each financing agreement
between the Purchaser and Farm Credit or between the Purchaser and the
Qualifying Financing entity, as appropriate.

    


    THE
BALANCE OF THIS PAGE INTENTIONALLY IS LEFT BLANK.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Trademark
Security Agreement as of the date first set forth above.

    


    
      
        	
                PLEDGOR:

              	 
      	
                SECURED
      PARTY:

              
	 
      	 
      	 
      
	
                THE
      SAINT JAMES EOS WINE COMPANY

              	 
      	
                SAPHIRE
      ADVISORS, LLC

              
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                  

              	 
      	
                By:

              	
                  

              
	
                Its:

              	
                  

              	 
      	
                Its:

              	
                  

              


      

    

    


    
      
        	
                STATE
      OF ____________

              	
                )

              
	 
      	
                )
      ss

              
	
                COUNTY
      OF ___________

              	
                )

              


      

    

    


    On this
___ day of October, 2009, before me personally appeared the person whose
signature is set forth above, to me known, who, being duly sworn, did depose and
say that he is the above-indicated officer of The Saint James EOS Wine Company,
and which executed the above instrument; and that he signed his name thereto by
authority of the board of directors of said entity.

     

    
      
        	
                  

              
	
                Notary
      Public

              


      

    

    


    
      
        	
                STATE
      OF ILLINOIS

              	
                )

              
	 
      	
                )
      ss

              
	
                COUNTY
      OF COOK

              	
                )

              


      

    

    


    On this
___ day of October ___, 2009, before me personally appeared the person whose
signature is set forth above, to me known, who, being duly sworn, did depose and
say that he is the manager of the limited liability company which is the manager
of Saphire Advisors, LLC, and which executed the above instrument; and that he
signed his name thereto by authority of the manager of said limited liability
company.

     

    
      
        	
                  

              
	
                Notary
      Public

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1 TO

    TRADEMARK SECURITY
AGREEMENT

    


    Trademarks

    


    
      
        	
                U.S. Trademark

              	 
      	
                Owner

              	 
      	
                App. Date

              	 
      	
                Ser. No.

              	 
      	
                Reg. No.

              	 
      	
                Date Reg.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                EOS

              	 
      	
                Sapphire

              	 
      	
                May
      8, 1997

              	 
      	
                75288344

              	 
      	
                2200574

              	 
      	
                October
      27, 1998

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Novella

              	 
      	
                Emerald

              	 
      	
                February
      14, 2001

              	 
      	
                76212219

              	 
      	
                2725215

              	 
      	
                June
      10, 2003

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Cupa
      Grandis

              	 
      	
                Sapphire

              	 
      	
                May
      19, 2003

              	 
      	
                76515430

              	 
      	
                2819488

              	 
      	
                March
      2, 2004

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Lost
      Angel

              	 
      	
                Sapphire

              	 
      	
                June
      12, 2009

              	 
      	
                77758502

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Grail

              	 
      	
                Sapphire

              	 
      	
                February
      14, 2006

              	 
      	
                78814410

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Carneros
      Signature Reserve

              	 
      	
                Emerald

              	 
      	
                February
      14, 2006

              	 
      	
                78814300

              	 
      	
                3381831

              	 
      	
                February
      12, 2008

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Carneros
      Creek

              	 
      	
                Emerald

              	 
      	
                March
      3, 2006

              	 
      	
                78828973

              	 
      	
                3255431

              	 
      	
                June
      26, 2007

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Wildhurst
      Tree Design

              	 
      	
                Emerald

              	 
      	
                March
      1, 2006

              	 
      	
                78826921

              	 
      	
                3187345

              	 
      	
                December
      19, 2006

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Ramshead
      Design

              	 
      	
                Emerald

              	 
      	
                March
      1, 2006

              	 
      	
                78826910

              	 
      	
                3187344

              	 
      	
                December
      19, 2006

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Ramshead

              	 
      	
                Emerald

              	 
      	
                February
      14, 2006

              	 
      	
                78814389

              	 
      	
                3187145

              	 
      	
                December
      19, 2006

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Los
      Carneros Reserve

              	 
      	
                Emerald

              	 
      	
                February
      14, 2006

              	 
      	
                78814316

              	 
      	
                3226186

              	 
      	
                April
      3, 2007

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Wildhurst

              	 
      	
                Emerald

              	 
      	
                February
      14, 2006

              	 
      	
                78814262

              	 
      	
                3187143

              	 
      	
                December
      19, 2006

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Carneros
      Creek Winery

              	 
      	
                Emerald

              	 
      	
                June
      7, 1985

              	 
      	
                73541746

              	 
      	
                1383637

              	 
      	
                February
      18, 1986