exhib-2.htm


    
      

      

    

    EXHIBIT
      10.2

     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT (this
“Agreement”) is made as of January 11, 2008, by and among Fairhurst Properties
      S.A., a B.V.I. corporation (the “Fairhurst”), Sapphire Developments Limited, a
      Belize corporation  (the “Sapphire”), and Sanders, Ortoli,
      Vaughn-Flam, Rosenstadt LLP, as Escrow Agent (the “Escrow
      Agent”).  Capitalized terms used but not defined herein shall have the
      meanings assigned to them in the Debt Restructuring Agreement referred to in
      the
      first recital or the Share Exchange Agreement referred to in the fourth recital,
      as applicable.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Sapphire has agreed
      to restructure certain debt owed it by Atlantic Wine Agencies, Inc. (“Atlantic”)
      evidenced by the Promissory Note made by Atlantic on November 16, 2005 for
      $1,259,863 of principal and $129,136 of interest pursuant to the terms and
      conditions contained herein and in the Debt Restructuring Agreement dated
      December 28, 2008 to which Sapphire and Fairhurst are parties (“Debt
      Restructuring Agreement”);

     

    WHEREAS,
      the consummation of
      the transaction under the Debt Restructuring Agreement is subject to certain
      conditions, including without limitation (i) the payment of 19,960,000 shares
      of
      Atlantic Wine Agencies, Inc. common stock (“Fairhurst Shares”) and (ii)
      26,699,950 shares of Atlantic Common Stock to be issued to Sapphire in exchange
      for the extinguishment of $533,999 of debt owed to Sapphire as a result of
      the
      Debt Restructuring Agreement;

     

    WHEREAS,
      Fairhurst and
      Sapphire have requested that the Escrow Agent hold the Fairhurst Shares and
      a
      Promissory Note made by Atlantic Wine Agencies, Inc. in the amount of $533,999
      (“Sapphire Shares”) in escrow until the Escrow Agent has received a Release
      Notice in substantially the form attached hereto as Annex A (the “Release Notice”)
      from Fairhurst; and

     

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

     

    ARTICLE
      I

     

    TERMS
      OF THE ESCROW

     

     

    1.1. The
      parties hereby appoint Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP as Escrow
      Agent under this Agreement and agree to pay the Escrow Agent a fee of $1,500
      USD
      (“Escrow Agent’s Fee”).

     

     

    1.2. Assuming
      the earlier of 6 month anniversary date of this Agreement or the receipt of
      an
      executed Release Notice from Sapphire and Fairhurst, the Escrow Agent shall
      deliver the Fairhurst Shares and Sapphire Shares to Sapphire.

     

    ARTICLE
      II

     

    MISCELLANEOUS

     

    2.1. No
      waiver
      or any breach of any covenant or provision herein contained shall be deemed
      a
      waiver of any preceding or succeeding breach thereof, or of any other covenant
      or provision herein contained.  No extension of time for performance
      of any obligation or act shall be deemed an extension of the time for
      performance of any other obligation or act.

     

    2.2. All
      notices or other communications required or permitted hereunder shall be in
      writing, and shall be sent as set forth in the Debt Restructuring Agreement
      and
      Exchange Agreement.

     

    2.3. This
      Escrow Agreement shall be binding upon and shall inure to the benefit of the
      permitted successors and permitted assigns of the parties hereto.

     

    2.4. This
      Escrow Agreement is the final expression of, and contains the entire agreement
      between, the parties with respect to the subject matter hereof and supersedes
      all prior understandings with respect thereto.  This Escrow Agreement
      may not be modified, changed, supplemented or terminated, nor may any
      obligations hereunder be waived, except by written instrument signed by the
      parties to be charged or by its agent duly authorized in writing or as otherwise
      expressly permitted herein.

     

    2.5. Whenever
      required by the context of this Escrow Agreement, the singular shall include
      the
      plural and masculine shall include the feminine.  This Escrow
      Agreement shall not be construed as if it had been prepared by one of the
      parties, but rather as if all parties had prepared the same.

     

    2.6. The
      parties hereto expressly agree that this Escrow Agreement shall be governed
      by,
      interpreted under and construed and enforced in accordance with the laws of
      the
      State of New York.  Any action to enforce, arising out of, or relating
      in any way to, any provisions of this Escrow Agreement shall only be brought
      in
      a state or federal court sitting in the State of New York.

     

    2.7. The
      Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
      only by a writing signed by the Escrow Agent.

     

    2.8. The
      Escrow Agent shall be obligated only for the performance of such duties as
      are
      specifically set forth herein and may rely and shall be protected in relying
      or
      refraining from acting on any instrument reasonably believed by the Escrow
      Agent
      to be genuine and to have been signed or presented by the proper party or
      parties.  The Escrow Agent shall not be personally liable for any act
      the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting
      in good faith and in the absence of gross negligence, fraud and willful
      misconduct, and any act done or omitted by the Escrow Agent pursuant to the
      advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of
      such good faith, in the absence of gross negligence, fraud and willful
      misconduct.

     

    2.9. The
      Escrow Agent is hereby expressly authorized to disregard any and all warnings
      given by any of the parties hereto or by any other person or corporation,
      excepting only orders or process of courts of law and is hereby expressly
      authorized to comply with and obey orders, judgments or decrees of any
      court.  In case the Escrow Agent obeys or complies with any such
      order, judgment or decree, the Escrow Agent shall not be liable to any of the
      parties hereto or to any other person, firm or corporation by reason of such
      decree being subsequently reversed, modified, annulled, set aside, vacated
      or
      found to have been entered without jurisdiction.

     

    2.10. The
      Escrow Agent shall not be liable in any respect on account of the identity,
      authorization or rights of the parties executing or delivering or purporting
      to
      execute or deliver the Debt Restructuring Agreement or any documents or papers
      deposited or called for thereunder in the absence of gross negligence, fraud
      and
      willful misconduct.

     

    2.11. The
      Escrow Agent shall be entitled to employ such legal counsel and other experts
      as
      the Escrow Agent may deem necessary to advise the Escrow Agent in connection
      with the Escrow Agent’s duties hereunder, may rely upon the advice of such
      counsel, and may pay such counsel reasonable compensation.  Counsel
      may also include partners of the Escrow Agent.

     

    2.12. The
      Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if the
      Escrow Agent resigns by giving written notice to Fairhurst.  In the
      event of any such resignation, the parties shall appoint a successor Escrow
      Agent and the Escrow Agent shall deliver to such successor Escrow Agent any
      escrow funds and other documents then held by the Escrow Agent
      hereunder.

     

    2.13. If
      the
      Escrow Agent reasonably requires other or further instruments in connection
      with
      this Escrow Agreement or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    2.14. It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the escrow funds held by the Escrow
      Agent hereunder, the Escrow Agent is authorized and directed in the Escrow
      Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without
      liability to anyone all or any part of said escrow funds until such disputes
      shall have been settled either by mutual written agreement of the parties
      concerned or by a final order, decree or judgment of a court of competent
      jurisdiction after the time for appeal has expired and no appeal has been
      perfected, but the Escrow Agent shall be under no duty whatsoever to institute
      or defend any such proceedings, or (2) to deliver the escrow funds and any
      other
      property and documents held by the Escrow Agent hereunder to a state or Federal
      court having competent subject matter jurisdiction and located in the State
      of
      New York.

     

    2.15. The
      parties hereto agree, jointly and severally, to indemnify and hold harmless
      the
      Escrow Agent and its partners, employees, agents and representatives from any
      and all claims, liabilities, costs or expenses in any way arising from or
      relating to the duties or performance of the Escrow Agent hereunder or the
      transactions contemplated hereby or by the Debt Restructuring Agreement other
      than any such claim, liability, cost or expense to the extent the same shall
      have been determined by final, unappealable judgment of a court of competent
      jurisdiction to have resulted from the gross negligence, fraud or willful
      misconduct of the Escrow Agent.

     

    *     *     *

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Escrow Agreement as of date first written
      above.

     

    
      	
               

            	
              SAPPHIRE
                DEVELOPMENTS LIMITED 

            


    

     

    
      	
               

            	
              By:
                /s/ Peter
                Spring

            


    

    
      	
               

            	
              Name:
                Peter Spring 

            


    

    
      	
               

            	
              Title:
                Vice-President 

            


    

    


    


                   
      FAIRHURST PROPERTIES
      S.A.

     

    
      	
               

            	
              By:
                /s/ Adam
                Mauerberger

            


    

    Name:
      Adam Mauerberger

    Title:
      President

    


    


    
      	
               

            	
              SANDERS,
                ORTOLI, VAUGHN-FLAM, ROSENSTADT LLP


            


    

    as
      Escrow
      Agent

     

    
      	
               

            	
              By:
                /s/ William
                Rosenstadt

            


    

    Name:
      William Rosenstadt, Esq.

    Title:
      Partner

    


    


    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     Annex
      A to

     Escrow
      Agreement

     

    RELEASE
      NOTICE

     

    THE
      UNDERSIGNED, pursuant to
      the Escrow Agreement, dated as of _________, among Fairhurst Properties, S.A.
      (“Fairhurst”), Sapphire Developments Limited (“Sapphire”) and Sanders, Ortoli,
      Vaughn-Flam, Rosenstadt LLP, as Escrow Agent (the “Escrow Agent”), Fairhurst
      hereby notifies the Escrow Agent that the conditions precedent to the release
      of
      the Fairhurst Shares and the Sapphire Shares to Sapphire have been satisfied.
      Capitalized terms used herein and not defined shall have the meaning ascribed
      to
      such terms in the Escrow Agreement.

     

    Fairhurst
      hereby authorizes the Escrow Agent to release the Fairhurst Shares and the
      Sapphire Shares to Sapphire.

     

    This
      Release Notice may be signed in one or more counterparts, each of which shall
      be
      deemed an original.

     

    IN
      WITNESS WHEREOF, the
      undersigned have caused this Release Notice to be duly executed and delivered
      as
      of this ____ day of _________ 2008.

     

    


     

    
      	
               

            	
              FAIRHURST
                PROPERTIES, S.A. 

            


    

    


    


    


    
      	
                                                                                                           
                By: __________________________

            	
            


    

    Name:
      Adam Mauerberger

    Title:
      President