exhib-1.htm


    
      

      

    

     

     

    EXHIBIT
      10.1


     

     

    DEBT
      RESTRUCTURING AGREEMENT

     

    This
      DEBT RESTRUCTURING
      AGREEMENT (the "Agreement") is entered into as of January 11, 2008 by and
      between Sapphire Developments Limited, a Belize corporation ("Sapphire"),
      Atlantic Wine Agencies, Inc., a Florida corporation (“Atlantic”) and Fairhurst
      Properties S.A., a B.V.I. corporation ("Fairhurst"). Sapphire and Fairhurst
      shall sometimes be referred to herein as the “Parties.”

    


    WHEREAS,
      Sapphire loaned One
      Million Two Hundred Fifty-Nine thousand Eight Hundred Sixty-Three U.S. Dollars
      ($1,259,863) plus interest of 5% compounded on an annualized basis to Atlantic
      the aggregate principal and interest of which is equal to One Million Three
      Hundred Eighty-Eight Thousand Nine Hundred Ninety-Nine U.S. Dollars
      ($1,388,999). Such loan is evidenced in the form of the promissory note attached
      hereto as Exhibit
      A (“Promissory Note”);

    


    WHEREAS,
      Sapphire has agreed
      to terminate the Promissory Note in exchange for the consideration contemplated
      in this Agreement and subject to the terms and conditions set forth herein;
      and

    


    WHEREAS,
      the Parties hereto
      desire that mutual releases be executed by each as additional consideration
      to
      the assignment referred to herein.

    


    NOW,
      THEREFORE, in
      consideration of the covenants and agreements contained herein, and for One
      Dollar and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

    


    1.           
      Termination
      of Promissory Note.  Upon the satisfaction of all conditions of this
      Agreement and in exchange for the consideration found herein, Sapphire shall
      consider the Promissory Note null and void.

    


    2.           
      Consideration. 
      Consideration for this Agreement is as follows:

    


    
      	
               

            	
              (a)

            	
              Atlantic
                shall pay Three Million Two Hundred Thousand South African Rand
                (R$3,200,000) to Sapphire with the first payment of One Million Two
                Hundred Thousand South African Rand (R$1,200,000) on the date of
                signing
                of this Agreement and all related agreement and the remaining Two
                Million
                South African Rand (R$2,000,000) on or before the Closing Date
                (collectively, “Atlantic Payment”).


            


    

    


    
      	
               

            	
              (b)

            	
              Atlantic
                shall issue 26,699,950 shares of Atlantic common stock (“Sapphire Shares”)
                to Sapphire and such Shares shall be held in escrow held in Escrow
                by
                Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP pursuant to the form
                of
                Escrow Agreement attached hereto as Exhibit
                B (“Escrow Agreement”). Sapphire shall also enter into the Voting
                Agreement in the form attached hereto as Exhibit
                C (“Voting Agreement”) whereby Sapphire shall grant limited voting
                rights over all Atlantic shares of common stock held by it or affiliates
                of Sapphire. 

            


    

    


    
      	
               

            	
              (b)

            	
              Atlantic
                shall issue a promissory note to Fairhurst in the amount of approximately
                $400,000 without interest and maturing on January 11, 2009 (“Fairhurst
                Note”) in the form attached hereto as Exhibit
                D; 

            


    

    


    
      	
               

            	
              (c)

            	
              Each
                of Sapphire and Fairhurst shall execute mutual releases in the forms
                attached hereto as Exhibit
                E and Exhibit
                F, respectively; 

            


    

    


    
      	
               

            	
              (d)

            	
              Fairhurst
                shall ensure that Adam Mauerberger remain as the Chief Executive
                Officer
                of Atlantic until such time that a material merger or share exchange
                occurs (“Atlantic Corporate Event”);


            


    

    


    
      	
               

            	
              (e)

            	
              19,960,000
                Shares of Common Stock of Atlantic held by Fairhurst shall be transferred
                to Sapphire upon the earlier of the six-month anniversary date of
                this
                Agreement or the completion of the Atlantic Corporate Event (“Fairhurst
                Shares”). The Fairhurst Shares shall be held in Escrow pursuant to the
                terms of the Escrow Agreement. Fairhurst shall also enter into the
                Voting
                Agreement. 

            


    

    


    


    3.           
      Closing
      Date.  The “Closing Date” shall be no later than January 31,
      2008.

    


    4.           
      Further
      Actions.  The parties shall execute and deliver all documents,
      provide all information and take or forbear from taking all such action as
      may
      be necessary or appropriate to achieve the purposes of this Agreement. Each
      party shall bear its own expenses in connection therewith.

    


    5.           
      Governing
      Law.  This Agreement shall be construed in accordance with and
      governed by the laws of the State of New York and any action or proceeding
      hereunder must be commenced and prosecuted in the Supreme Court of the State
      of
      New York, New York County.

    


    6.           
      Entire
      Agreement.  This Agreement constitutes the entire agreement among
      the parties pertaining to the subject matter hereof and supersedes all prior
      agreements and understandings pertaining thereto. No covenant, representation
      or
      condition not expressed in this Agreement shall affect or be deemed to
      interpret, change or restrict the express provisions hereof.

    


    7.           
      Amendments. 
      This Agreement may be modified or amended only with the written approval of
      all
      parties.

    


    8.           
      No
      Waiver.  No failure by any party to insist upon the strict
      performance of any covenant, agreement, term or condition of this Agreement
      or
      to exercise any right or remedy available upon a breach thereof shall constitute
      a waiver of any such breach or of such or any other covenant, agreement, term
      or
      condition.

    


    9.           
      Rights
      Cumulative.  The rights and remedies of each of the parties
      hereunder shall be mutually exclusive, and the implementation of one or more
      of
      the provisions of this Agreement shall not preclude the implementation of any
      other provision.

    


    10.           
      Counterparts. 
      This Agreement may be executed in counterparts, all of which taken together
      shall constitute one agreement binding on all the parties notwithstanding that
      all the parties are not signatories to the original or the same
      counterpart.

    


    11.           
      Indemnification. 
      Fairhurst agrees to indemnify and hold harmless Sapphire and its officers and
      directors, and each other person, if any, who controls any such entity against
      any and all loss, liability, claim, damages and expense whatsoever (including,
      but not limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any breach
      or
      failure by Fairhurst to comply with any representation, warranty, covenant
      or
      agreement made by Fairhurst herein or in any other document furnished by
      Fairhurst to any of the foregoing in connection with this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    12.           
      Notices. 
      All notices required or permitted under this Agreement shall be given in writing
      and, unless otherwise provided, shall be deemed effectively given upon personal
      delivery to the party to be notified by hand or professional courier service
      or
      five days after deposit with the United States Post Office, by registered or
      certified mail, postage prepaid and addressed to such party at its respective
      address set forth in this Agreement, or at such other address as such party
      may
      designate by ten days’ advance notice to the other party.

    


    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement as of the above date.

    


    


    


    


    Sapphire
      Developments Limited

    


    


                                                                                                                   
      By: /s/ Peter
      Spring

    Peter
      Spring

    Vice-President

    


     

    Fairhurst
      Properties S.A.

    


                                                                                                                   
      By: /s/ Adam
      Mauerberger

    Adam
      Mauerberger

    President

    
 

    Atlantic
      Wine Agencies,
      Inc.

     

    By:
/s/
      Adam
      Mauerberger

    Adam
      Mauerberger

    President

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    NOVEMBER
      2005 SAPPHIRE
      PROMISSORY NOTE

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    ESCROW
      AGREEMENT

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    VOTING
      AGREEMENT

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    FAIRHURST
      PROMISSORY
      NOTE

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

    


    


    Effective
      upon execution of this Agreement, Sapphire Developments Limited releases and
      forever discharges Adam Mauerberger, his employees, agents, successors, assigns,
      legal representatives, affiliates, directors and officers from and against
      any
      and all actions, claims, suits, demands, payment obligations or other
      obligations or liabilities of any nature whatsoever, whether known or unknown,
      which such party or any of its shareholders employees, agents, successors,
      assigns, legal representatives, affiliates, directors or officers have had,
      now
      have or may in the future have directly or indirectly arising out of (or in
      connection with) any of the Agreements including any activities undertaken
      pursuant to any of the Agreements.

    


    


    Sapphire
      Developments Limited

    


    


    By:
/s/
      Peter
      Spring

    Peter
      Spring

    Vice-President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F

    


    Effective
      upon execution of this Agreement, Adam Mauerberger releases and forever
      discharges Sapphire Developments Limited, its shareholders, employees, agents,
      successors, assigns, legal representatives, affiliates, directors and officers
      from and against any and all actions, claims, suits, demands, payment
      obligations or other obligations or liabilities of any nature whatsoever,
      whether known or unknown, which such party or any of its employees, agents,
      successors, assigns, legal representatives, affiliates, directors or officers
      have had, now have or may in the future have directly or indirectly arising
      out
      of (or in connection with) any of the Agreements including any activities
      undertaken pursuant to any of the Agreements.

    


    Fairhurst
      Properties S.A.

    


    


    By:
/s/
      Adam
      Mauerberger

    Adam
      Mauerberger

    President