EXECUTION
DRAFT

     

    CONSULTING
AGREEMENT

     

    This
Consulting Agreement (this “Agreement”) is entered into on October __, 2009, by
and among The Saint James Eos Wine Company, a California corporation
(“Company”), Hopmayer Consulting, LLC, a Tennessee limited liability company
(“Consultant”), and Jeffrey S. Hopmayer (“Hopmayer”).

     

    RECITALS:

     

    WHEREAS,
simultaneously herewith, Company is purchasing substantially all of the
membership interests of Sapphire Wines, LLC, a Delaware limited liability
company (“Sapphire”) and Emerald Wines, LLC, a Delaware limited liability
company (“Emerald,” and together with “Sapphire,” the “Companies”), pursuant to
that certain Membership Interest Purchase Agreement, dated October ___, 2009, by
and among Sellers, The Saint James Company, a North Carolina corporation, and
Company (the “Purchase Agreement”), a copy of which Purchase Agreement has been
delivered to and reviewed by Consultant;

     

    WHEREAS,
Hopmayer is a principal of Sellers and has substantial experience managing and
operating the Business; and

     

    WHEREAS,
Company desires to engage Consultant, and Consultant desires to be engaged by
Company, as an independent contractor upon the terms and conditions set forth
herein. (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, Company, Consultant, and Hopmayer agree as follows:

     

    1.      Consulting
Relationship.  Company hereby retains Consultant, and
Consultant hereby agrees to be retained by Company, as an independent contractor
to perform certain consulting services to the Company with respect to the
Business (the
“Services”) during the Term (defined in Section 3 below).  The
Services to be performed by Consultant shall be performed exclusively by
Hopmayer.  The Services shall include the following:

     

    (a)           Advising
the Company in order to aid it in obtaining the appropriate licenses and
registrations in a timely fashion;

    


    (b)           Providing
general support and guidance to the Company’s sales organization, including,
without limitation, those projects for which Hopmayer has been actively involved
prior to the date hereof;

    


    (c)           Providing
general marketing support and brand directional guidance upon Company’s
reasonable request;


    
      
         


      

      
         

        
          

        

      

      
         


      

    

    


    (d)           Providing
general support and guidance for planning public relations activities upon
Company’s reasonable request;

    


    (e)           Providing
general support and guidance for winemaking quality and direction upon Company’s
reasonable request; and

    


    (f)           Providing
general support related to employees and personnel upon Company’s reasonable
request.

     

    2.      Time Required; Skill and
Care.  Consultant and Hopmayer shall provide the Services from
time to time during Company’s normal business hours and at such times and places
(including in person and by telephone) as are mutually and reasonably agreed
upon by Consultant and Company.  Consultant and Hopmayer shall not be
required to perform the Services for any minimum number of
hours.  Consultant and Hopmayer shall exercise a reasonable degree of
skill and care in performing the Services.  If, during the Term,
Hopmayer shall become engaged in any activity that could be deemed to be
competitive with the activities of the Company, whether such engagement shall be
as an officer, director, employee, consultant, or otherwise, or as an investor
therein (so long as such investment is less than two percent of the voting or
equity therein and such enterprise is not publicly traded), Hopmayer shall
provide Company with not less than 30 calendar days advance notice of Hopmayer’s
commencement of such activity.

     

    3.      Term.  The
term of Consultant’s engagement shall begin on the date hereof and shall
continue until the three-year anniversary of the date hereof (the
“Term”).

     

    4.      Compensation.  In
consideration of the Services, the Company agrees to pay Consultant $285,000 per
year (the “Fee”).  One-twelfth of the Fee shall be due and payable in
arrears on the first business day of each month.

     

    5.      Independent Contractor
Status.  Company, on the one hand, and Consultant and Hopmayer
on the other hand, agree that the relationship created by this Agreement is an
independent contractor relationship.  Consultant and Company shall not
be construed as joint venturers, partners or agents of each
other.  Neither Consultant nor Hopmayer shall be construed as an
employee of Company for any purpose whatsoever and neither party shall have the
power to bind or obligate the other.  Consultant shall be responsible
for and shall timely fill all tax returns and pay all taxes in respect of the
Fee.  Neither Consultant nor Hopmayer shall be entitled to any
employee or fringe benefits which may be offered to employees of
Company.  Consultant shall be responsible for the payment of all
expenses incurred by Consultant or Hopmayer in the performance of the Services,
and subject to such reimbursement as agreed upon in writing by the Company and
Consultant prior to incurrence thereof.  Company acknowledges and
agrees that Company shall not have the right to control or direct Consultant or
Hopmayer as to the specific details and means by which the results of the
Services are accomplished.


    
      
         


      

      
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    6.      Vital Mutual
Inducement.  Each party hereto acknowledges and agrees that the
rights of each party set forth herein are a vital part of the negotiations
between Company and Sellers, and each party hereto understands and acknowledges
that neither Purchaser nor Sellers would have entered the Purchase Agreement or
the agreements ancillary to the Purchase Agreement without the parties hereto
having executed and delivered this Agreement.

     

    7.      Indemnification.  From
and after the date hereof, Company shall indemnify, defend and hold harmless
Consultant, Hopmayer, and their respective representatives, heirs, and agents
(collectively, the “Indemnified Parties”) from and against all Losses asserted
against, imposed upon or incurred by an Indemnified Party resulting from,
arising out of, based upon or otherwise in respect of Consultant’s or Hopmayer’s
performance of the Services or any of his or its obligations hereunder; provided
that Company shall not be liable to provide indemnification for any Losses
arising out of such Indemnified Parties’ gross negligence or willful misconduct
hereunder.

     

    8.      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 Consultant’s or Hopmayer’s performance or breach of this
Agreement.  Further, in no event shall any party be liable for damages
arising out of this Agreement in excess of the sum of: (x) the Fees payable to
Consultant during the Term; and (y) any reasonable attorneys fees and costs
incurred by the other party to collect any amounts owed
hereunder.  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.

     

    9.      Entire
Agreement.  The Purchase Agreement and this Agreement
constitute the entire agreement between the parties hereto concerning the
provision of the Services to Company by Consultant and Hopmayer following the
date hereof and supersedes all prior agreements or understandings, written or
oral.  No attempted modification or waiver of any of the provisions
hereof shall be binding on either party unless in writing and signed by both
Consultant and Company.

     

    10.   Notices.  Whenever
any party hereto desires or is required to give any notice, demand or request
with respect to this Agreement, each such communication shall be in writing and
shall be effective only if it is sent by facsimile transmission, delivered by
personal service, sent by express courier service with guaranteed next day
delivery, charges prepaid, or mailed by United States certified mail, postage
prepaid, return receipt requested, addressed as follows:

     

    If to
Company, to:

     

    95 Fable Farm Road

    New Canaan, Connecticut
06840

    Attention: Richard Hurst

    Facsimile: (203)
972-0265


    
      
         


      

      
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    with a copy (which shall not constitute
notice) to:

    


    Baker
& Hostetler LLP

    600 Anton
Boulevard, Suite 900

    Costa
Mesa, California 92626-7221

    Attention:
Randy Katz

    Facsimile:
(714) 966-8802

    


    If to
Consultant, to:

     

    Hopmayer Consulting, LLC

    381 Mallory Station Road, Suite
211

    Franklin, Tennessee 37067

    Attention:
Jeffrey S. Hopmayer

     

    with a
copy (which shall not constitute notice) to:

     

    Horwood
Marcus & Berk Chartered

    180 N.
LaSalle Street, Suite 3700

    Chicago,
Illinois 60601

    Attention:
Keith H. Berk, Esq.

    Facsimile:
(312) 264-2582

     

    11.   Assignability.  This
Agreement may not be assigned by either party without the prior written consent
of the other party, which may be withheld, delayed, or denied in such party’s
sole and absolute discretion.  This Agreement shall be binding upon
Consultant, Hopmayer, and Company and their respective successors and permitted
assigns.

     

    12.   Severability.  Each
provision of this Agreement shall be deemed and construed as a separate and
independent provision.  If any provision or any part of any provision
of this Agreement shall be held illegal, invalid, or unenforceable by any court
of competent jurisdiction, the remaining provisions shall remain in full force
and effect.  The parties further agree to replace any such illegal,
invalid or unenforceable provisions of this Agreement with legal, valid and
enforceable provisions which will achieve, to the extent possible, the economic,
business and other purposes of the illegal, invalid or unenforceable
provisions.

     

    13.   Waiver.  The
failure of any party to enforce any provision of this Agreement shall in no
manner affect the right to enforce the same, and the waiver by any party of any
breach of any provision of this Agreement shall not be construed to be a waiver
by such party of any succeeding breach of such provision or a waiver by such
party of any breach of any other provision.

     

    14.   Applicable
Law.  It is the intention of the parties hereto that all
questions with respect to the construction and performance of this Agreement and
the rights and liabilities of the parties hereto shall be determined in
accordance with the laws of the State of California.  The losing party
shall pay all reasonable costs and expenses (including reasonable attorneys’
fees) incurred by the prevailing party in any dispute relating to this
Agreement.

     

    
      
         


      

      
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    15.   Waiver of Jury Trial; Venue;
Jurisdiction.  CONSULTANT, HOPMAYER, AND COMPANY WAIVE 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, 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.  CONSULTANT, HOPMAYER, AND COMPANY IRREVOCABLY AGREE 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.  CONSULTANT, HOPMAYER,
AND COMPANY HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND
STATE.  EACH OF CONSULTANT, HOPMAYER, AND COMPANY HEREBY WAIVES ANY
RIGHT HE OR IT MAY HAVE TO TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR
PROCEEDING.

     

    16.   Counterparts.  This
Agreement may be executed in identical counterparts and by facsimile, each of
which shall constitute an original instrument and all of which together shall
constitute one single agreement.

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Consulting Agreement as of the day and year
first above written.

     

    
      
        	
                COMPANY:

              	 
      	
                CONSULTANT:

              
	 
      	 
      	 
      
	
                The
      Saint James Eos Wine Company

              	 
      	
                Hopmayer
      Consulting, LLC

              
	 
      	 
      	 
      
	
                By:

              	 
      	 
      	
                By:

              	 
      
	
                Its:

              	 
      	 
      	
                      Jeffrey
      S. Hopmayer, Manager

              
	 
      	 
      	 
      
	 
      	 
      	
                HOPMAYER:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Jeffrey
      S. Hopmayer

              


      

    

     

    
      
         


      

      
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