EXECUTION
DRAFT

    


    TRANSITION
SERVICES AGREEMENT

     

    THIS
TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of
this __ day of October, 2009, by and between Saphire Advisors, LLC, a Delaware
limited liability company (“Saphire Advisors”), and The Saint James Eos Wine
Company, a California corporation (“Purchaser”).

     

    WHEREAS,
Saphire Advisors manages Sapphire Wines, LLC, a Delaware limited liability
company and Emerald Wines, LLC, a Delaware limited liability company
(collectively, “Companies”);

     

    WHEREAS,
Companies are in the business of operating the EOS Estate Winery and
distributing wines, including without limitation, Cupa Grandis, EOS Estate
Private Reserve, EOS Estate, Lost Angel, Novella, Carneros Creek, and Wildhurst
(the “Business”); and

     

    WHEREAS,
Saphire Advisors and Purchaser are parties to that certain Membership Interest
Purchase Agreement, dated October —, 2009 (the “Purchase Agreement”), pursuant
to which Saphire Advisors is selling to Purchaser all of its membership
interests in the Companies to Purchaser.  (All defined terms used and
not defined herein shall have the meanings set forth in the Purchase Agreement);
and

     

    WHEREAS,
in order to facilitate the transition of the Business to Purchaser, Purchaser
desires Saphire Advisors to provide, and Saphire Advisors is willing to provide,
certain transitional services to Purchaser, on the terms and conditions set
forth herein.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:

     

    1.           Description
of Services.  Subject to the
terms and provisions of this Agreement, Saphire Advisors shall provide Purchaser
with those transition services set forth on Exhibit A attached
hereto (the “Services”) as requested by Purchaser from time-to-time during the
term of this Agreement.  Notwithstanding the foregoing, Saphire
Advisors shall not, under any circumstances, be required to hire additional
personnel or acquire additional equipment, software, office supplies or other
materials in its performance of the Services in excess of the equipment,
software, office supplies and materials, each as available to or owned by
Saphire Advisors as of the Closing Date but shall use commercially reasonable
efforts to provide that number of personnel employed by Saphire Advisors (with
the level of expertise currently provided to Saphire Advisors).  The
fees for the Services shall be set forth on Exhibit A.  Saphire
Advisors represents that such fees shall constitute a pass-through to Purchaser
solely of Saphire Advisors’ direct expenses (plus a reasonable allocation of
Sellers’ overhead) incurred in providing the Services set forth on Exhibit
A.  In the event Saphire Advisors and Purchaser agree in
writing that Saphire Advisors are to provide any services to Purchaser which are
not set forth on Exhibit A attached
hereto (the “Extra Services”), such Extra Services shall be provided at
Purchaser’s expense at the rate of $250.00 per hour.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.           Term of
Services.  Saphire Advisors
shall provide the Services during the ninety (90) day period commencing on the
Closing Date (the “Transition Period”), subject to earlier termination of this
Agreement as set forth in Section 7 below;
provided, however, Purchaser may extend
the Transition Period for two additional thirty (30) day periods (collectively,
the “Extended Transition Period”) under the same terms and conditions as set
forth herein for the Transition Period.

     

    3.           Payments
for Services, Extra Services, and Expenses.  Purchaser shall
pay Saphire Advisors for the Services as follows: (i) all payroll and benefits
payments incurred by Sellers in connection with the Services shall be paid at
least two (2) business days prior to the date such payments are due to ADP (or
its successor); provided that Sellers submit an invoice to Purchaser at least
ten (10) calendar days prior to the date such payments are due; (ii) all travel
and other expense reimbursements of Sellers’ employees shall be paid within
fifteen (15) calendar days following delivery thereof to Purchaser provided such
expense reimbursements are consistent with Sellers’ existing expense
reimbursement policies as modified by Purchaser; (iii) all rent shall be paid on
the first day of each calendar month following receipt of an invoice from
Saphire Advisors itemizing such expense no later than five days prior to the
commencement of such month; and (ii) any other expenses shall be paid within 10
calendar days following receipt of an invoice from Saphire Advisors itemizing,
in reasonable detail, all other such expenses provided to Purchaser, subject to
any dispute with respect to such invoice.  Saphire Advisors shall
request Purchaser’s written pre-approval for any general administrative expenses
and costs in excess of $250 per item which are not set forth on Exhibit A, which
approval Purchaser may withhold, delay, or deny in its sole and absolute
discretion.  Notwithstanding anything to the contrary contained
herein:  (i) in the event Saphire Advisors does not receive such
advance written approval for any such expense or cost, Saphire Advisors shall
not be required to incur such expense or cost; and (ii) in the event Saphire
Advisors is not reimbursed in advance for any such expense or cost, Sellers
shall not be required to incur such expense or cost.

     

    4.           Audit.  Purchaser shall
have the right during regular business hours and upon reasonable written notice
to inspect or audit or have an independent accountant or auditor selected by
Purchaser inspect or audit the records of Saphire Advisors to verify Purchaser’s
payments to Saphire Advisors and Saphire Advisors’ payments to Purchaser
pursuant to this Agreement.  Saphire Advisors shall cooperate with and
assist Purchaser or Purchaser’s independent accountant or auditor for the
purpose of facilitating such inspection or audit at Saphire Advisors’
offices.  Saphire Advisors shall make all records, documents and other
materials in its possession or control relating in any manner to Purchaser’s
obligations to make payments to Saphire Advisors pursuant to this Agreement
available to Purchaser or an independent accountant or auditor employed by
Purchaser and permit Purchaser or such accountant or auditor to make copies or
extracts therefrom.  In the event that any audit reveals that
Purchaser has overpaid Saphire Advisors pursuant to this Agreement, Purchaser
shall promptly deliver to Saphire Advisors a report detailing and supporting the
calculation of such overpayment.  Saphire Advisors shall pay Purchaser
the aggregate difference between the amount that Saphire Advisors actually paid
and the amount Saphire Advisors should have paid within 5 days following receipt
thereof.  In the event the audit reveals that Purchaser overpaid
Sellers by 5% or more during the Transition Period and Extended Transition
Period, Saphire Advisors shall pay the costs of the audit plus interest on any
unpaid amounts at a rate equal to twelve percent (12%) per annum.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.           Indemnification.  From and after
Closing, Purchaser shall indemnify, defend and hold harmless Saphire Advisors,
and its affiliates and their respective officers, managers, members, employees,
agents, successors and assigns (collectively, the “Indemnified Parties”) from
and against all Losses asserted against, imposed upon or incurred by Saphire
Advisors resulting from, arising out of, based upon or otherwise in respect of
Saphire Advisors’ performance of the Services; provided that Purchaser shall not
be liable to provide indemnification for any Losses arising out of such
Indemnified Parties’ gross negligence or willful misconduct hereunder, in
respect of which the Indemnified Parties shall, jointly and severally, indemnify
Purchaser.

    


    6.           Limitation
of Liability.  In no event shall
any party be liable for loss of profits or incidental, special, punitive or
consequential damages for any reason whatsoever or for any multiple of damages
based on the purchase price of the business or any multiple of earnings or
EBITDA arising from Saphire Advisors’ performance or breach of this
Agreement.  Notwithstanding the foregoing or anything else in this
Agreement to the contrary, nothing in this Agreement shall limit or increase the
respective liability or obligations of the parties under the Purchase Agreement
in respect of issues not related to the parties’ respective obligations
hereunder.

    


    7.           Termination.  This Agreement
shall terminate on the earliest occurrence of the following:

    


    (a)         upon
the mutual written agreement of the parties; or

    


    (b)         upon
expiration of the Transition Period or the Extended Transition Period, as
relevant.

    


    8.           Independent
Contractor Status.  Saphire Advisors
and Purchaser agrees that the relationship created by this Agreement is an
independent contractor relationship.  Saphire Advisors and Purchaser
shall not be construed as employers and employees, joint venturers, partners or
agents of each other.  Consultant shall not be construed as an
employee of Company for any purpose whatsoever and neither party shall have the
power to bind or obligate the other.

    


    9.           Notices.  All notices or
other communications provided for hereunder shall be delivered in accordance
with the notice provisions set forth in the Purchase Agreement.

    


    10.        Binding
Effect; Assignment.  This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns.  No assignment of this
Agreement or of any rights or obligations hereunder may be made by any party (by
operation of law or otherwise) without the prior written consent of the other
parties hereto and any attempted assignment without the required consents shall
be void.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.        Severability.  If any term or
other provision of this Agreement is invalid, illegal, or incapable of being
enforced by any law or public policy, all other terms or provisions of this
Agreement shall nevertheless remain in full force and effect.

    


    12.        Entire
Agreement; Amendments and Waivers.  This Agreement
and the Purchase Agreement represent the entire understanding and agreement
between the parties hereto with respect to the subject matter
hereof.  This Agreement can be amended, supplemented or changed, and
any provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought.  The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a further or continuing waiver of such breach or
as a waiver of any other or subsequent breach.  No failure on the part
of any party to exercise, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or remedy by such party preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy.  All remedies hereunder are cumulative and are not exclusive
of any other remedies provided by law.

     

    13.        Attorneys’
Fees. The
prevailing party in any action to enforce any provision of this Agreement shall
be entitled to recover from the non-prevailing party all costs and expenses
reasonably incurred in enforcing this Agreement, including, with limitation,
reasonable attorneys’ and paralegals’ fees and court costs.  As used
in this Agreement, the term “prevailing party” means that party whose position
is upheld in a final judgment rendered in any litigation, or, if the final
judgment is appealed, that party whose position is upheld by the decision of the
final appellate body that considers the appeal.

    


    13.        Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
California without regards to its conflicts of laws provisions.

     

    14.        Waiver of
Jury Trial; Venue; Jurisdiction.  EACH PARTY HERETO WAIVES ANY RIGHT TO
TRIAL BY JURY ON ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A)
UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, OR DOCUMENT WHICH MAY BE
DELIVERED IN THE FUTURE IN CONNECTION WITH THIS AGREEMENT, OR (B) ARISING FROM
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL ACTIONS OR
PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO
THIS AGREEMENT SHALL BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE CITY OF
SAN FRANCISCO, STATE OF CALIFORNIA.  EACH PARTY HERETO HEREBY CONSENTS
AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT
LOCATED WITHIN SAID CITY AND STATE.  EACH PARTY HERETO PARTY HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR
PROCEEDING.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    15.        Counterparts.  This Agreement
may be executed, by facsimile or otherwise in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

     

    [Signature
page follows.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on
its behalf on the day and year first above written.

     

    
      
        
          
            
              
                
                  	
                          PURCHASER:

                        	 
      	
                          SAPHIRE
      ADVISORS:

                        
	 
      	 
      	 
      
	
                          THE
      SAINT JAMES EOS WINE COMPANY

                        	 
      	
                          SAPHIRE
      ADVISORS, LLC

                        
	 
      	 
      	 
      
	
                          By:

                        	 
      	 
      	
                          By:

                        	 
      
	
                          Its: 

                        	 
      	 
      	
                          Its: 

                        	 
      


                

              

            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Services

    


    
      	
               
      

            	
              1.

            	
              Financial
      services, including accounting, accounts payable, accounts receivable and
      other similar services;

            


    

    
      	
               
      

            	
              2.

            	
              Management
      services, including human resource, staffing, payroll and other similar
      personnel functions;

            


    

    
      	
               
      

            	
              3.

            	
              Assistance
      to Purchaser with regard to Purchaser obtaining all legal and regulatory
      approvals for operation of a business in the United States, as such
      assistance is requested by Purchaser;
and

            


    

    
      	
               
      

            	
              4.

            	
              Marketing
      support and assistance.

            


    

    


    See
attached form of invoice for more detail.