REGISTRATION
RIGHTS AGREEMENT




THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the
10th
day of March, 2009, by and among The Saint James Company, Inc., a North Carolina
corporation (the “Company”), and the individuals
and entities (each, a “Shareholder,” and
collectively, the “Shareholders”), who have
executed this Agreement and are identified on the signature page hereto as being
an original issuee of shares of Common Stock (as that term is defined
below).




Recitals




WHEREAS,
subsequent to each issuance, but as of the date of initial certification, of
certain shares of common stock owned by each undersigned Shareholder in an
amount set forth next to each such Shareholder’s name (the “Old Shares”), the Company and
each such Shareholder was under the good faith belief that such shares no longer
constituted “restricted securities” (as that term is defined in Rule
144);




WHEREAS,
as a result of such good faith belief, none of the certificates representing the
Old Shares (collectively, the “Old Share Certificates”) was
initially generated with a restrictive legend affixed thereto or stop-transfer
instructions on the books and records of the Company’s transfer
agent;




WHEREAS,
on or about June of 2008, in connection with advice of counsel, the Company
concluded that the Old shares might still be considered to be restricted
securities, and, upon the Company’s request, each of the Shareholders returned
the Old Share Certificates (or certificates subsequently issued in exchange
therefor) to the Company such that the Company could affix a standard “1933 Act”
restrictive legend thereon and could cause the Company’s transfer agent to place
stop-transfer instructions on its books and records;




WHEREAS,
in connection with such return and affixing of legends on the Old Share
certificates, the Company committed directly to the Shareholders and indirectly
to their transferees (each, a holder of Registrable Securities; collectively,
the Shareholders and their transferees, the ‘Selling Holders”) that, under
certain circumstances, the Company would file a re-sale registration
statement;




WHEREAS,
in furtherance of such re-sale registration statement commitment by the Company,
the Company hereby agrees to grant certain registration rights in respect of the
Old Shares, as set forth hereinbelow;




NOW,
THEREFORE, the parties agree as follows:




Agreement




1.           Registration
Rights.  The Company covenants and agrees as
follows:




1.1           Definitions.  For
purposes of this Section 1:




(a)           The
term “1933 Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.




(b)           The
term “Common Stock”
means the common stock, par value $0.001, of the Company.




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(c)           The
term “1934 Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.




(d)           The
term “Filing Deadline”
has the meaning set forth in Section 1.3(a) herein.




(f)           The
terms “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement or
document.




(g)           The
term “Registrable
Securities” means (i) the Old Shares (as subject to appropriate
adjustment for stock splits, stock dividends, combinations and other
recapitalizations after the date hereof (collectively, a “Recapitalization”)) and (ii)
any Common Stock issued as a dividend or other distribution with respect to, or
in exchange for, or in replacement of the shares referenced in (i) above,
excluding in all cases, however, any Registrable Securities that have been sold
by a person publicly, pursuant to the provisions of Rule 144 without volume or
further transfer restrictions, or pursuant to a registration statement under the
1933 Act covering such Registrable Securities that has been declared effective
by the SEC.




(h)           The
term “SEC” means the
Securities and Exchange Commission or any successor thereto.




1.2           Reserved.




1.3           Company
Registration.  The Company shall file with the SEC a
Registration Statement on Form S-1 (or, if Form S-1 is not then available to the
Company, on such form of registration statement as is then available to effect a
registration for resale of the Registrable Securities), registering all of the
Registrable Securities for resale not later than 30 calendar days following the
filing by the Company of its Annual Report on Form 10-K for its fiscal year
ended December 31, 2008; provided, however, that, if a
transaction (an “8-K
Transaction”) were to occur prior to the filing of such Annual Report,
the occurrence of which would require the Company to file a Current Report on
Form 8-K that would contain information that would be required if the Company
were filing a general form for registration of securities on Form 10 under the
1934 Act, reflecting all classes of the Company’s securities subject to the
reporting requirements of Section 13 thereof upon consummation of the
transaction, then the commencement of such 30 calendar-day period shall be
deemed to be four business days following the occurrence of such 8-K
Transaction, rather than 30 calendar following the filing of such Annual Report
(in either instance, the “Filing
Deadline”).  If Form S-1 is not available at that time, then
the Company will file a registration statement on such form as is then available
to effect a registration of all of the Registrable Securities.




1.4           Reserved.




1.5           Obligations of the
Company.  Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company, at its expense, shall,
as expeditiously as reasonably possible:




(a)           Prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such registration
statement to become effective and keep such registration statement effective
until the earlier of thirteen months following (i) the occurrence of such 8-K
Transaction or (ii) the declaration of effectiveness of such Registration
Statement, in either event such that, upon the expiration of such 13-month
period, the Selling Holders (unless then are, or in the immediately preceding 90
days were, affiliates of the Company) will be permitted to sell the Registrable
Securities in accordance with the provisions of Rule 144 (or any such successor
Rule adopted by the SEC), without regard to volume restrictions.




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(b)           Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus provided by Company in connection with such
registration statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement.




(c)           Furnish
to the Shareholders such numbers of copies of a prospectus in conformity with
the requirements of the 1933 Act, and such other documents as such Shareholders
may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by them.




(d)           Use
its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Shareholders; provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions, unless the Company is already
required to qualify to do business or subject to service in such jurisdiction
and except as may be required by the 1933 Act.




(e)           Reserved.




(f)           Promptly
notify each holder of Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the 1933 Act of the happening of any event as a result of which
the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, and, at the
request of a Selling Holder, prepare and furnish to such Selling Holder a
reasonable number of supplements to, or amendment of, such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such share, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in light of the circumstances
then existing.




(g)           Use
its reasonable best efforts to cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.




(h)           Provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration
statement.




(i)           Reserved.




(j)           Make
available to each Selling Holder participating in such registration, upon the
request of such Selling Holder a copy of all documents filed with and all
correspondence from or to the SEC in connection with any such offering other
than non-substantive cover letters and the like.




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(k)           Otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC.




1.6           Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action with respect to the Registrable
Securities of any Selling Holder that such Selling Holder shall furnish to the
Company such information regarding itself, its affiliates, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Selling Holder’s,
provided such information is timely requested by the Company.




1.7           Expenses of Company
Registration.  The Company shall bear and pay all expenses
incurred by it in connection with any registration, filing, or qualification of
Registrable Securities with respect to the registrations pursuant to Section 1.3
for the Selling Holders and compliance with the terms hereof, including (without
limitation) all registration, filing, and qualification fees, printers and
accounting fees relating or apportionable thereto and the fees and disbursements
of counsel for the Company, but excluding underwriting discounts and commissions
relating to the Registrable Securities.




1.8           Reserved.




1.9           Delay of
Registration.  The Selling Holders shall not have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.




1.10           Indemnification.  In
respect of the Registrable Securities to be included in a registration statement
under this Section 1:




(a)           To
the extent permitted by law, the Company will indemnify and hold harmless the
Selling Holders, each officer and director thereof, any underwriter (as defined
in the 1933 Act) of the Selling Holders, and each person, if any, who controls
the Selling Holders or underwriter within the meaning of the 1933 Act or the
1934 Act, against any losses, claims, damages, or liabilities (joint or several)
to which they may become subject under the 1933 Act, the 1934 Act, or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively, a “Violation”):  (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any state securities law, or any rule or regulation promulgated under
the 1933 Act, the 1934 Act, or any state securities law; and the Company will
pay to the Selling Holders, underwriter, or controlling person any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 1.10(a) shall not apply to (1) a
holder if he is either an officer or director of the Company at the time of the
statement, omission, or violation (a “Management Shareholder”)
unless such Management Shareholder has sold Registrable Securities included in
the registration statement, (2) amounts paid in settlement of any such loss,
claim, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), or
(3) any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such a holder (including each officer and director of
a Selling Holder), underwriter, or controlling person.




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(b)           To
the extent permitted by law, the Selling Holders will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within
the meaning of the 1933 Act, any underwriter and any controlling person of any
such underwriter, against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
1933 Act, the 1934 Act, or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by the Selling Holders, or by an officer or
director of the Selling Holders expressly for use in connection with such
registration; and the Selling Holders will pay any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
Section 1.10(b) in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 1.10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Shareholder, which consent
shall not be unreasonably withheld; provided, further, that in no
event shall any indemnity under this Section 1.10(b) exceed the gross proceeds
from the offering received by the Selling Holders, net of underwriters’
commissions and discounts.




(c)           Promptly
after obtaining actual knowledge of any third-party claim or action as to which
it may seek indemnification under this Section 1.10, an indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party under
this Section 1.10, deliver to the indemnifying party a written notice thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall relieve such indemnifying party of any
liability to the indemnified party under this Section 1.10, if, and to the
extent that, such failure is prejudicial to such indemnifying party’s ability to
defend such action, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.10.




(d)           If
the indemnification provided for in this Section 1.10 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage, or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage, or expense (including, without
limitation, legal and other expenses incurred by such indemnified party in
investigating or defending any such action or claim) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations.  The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties’ relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.  Notwithstanding the
provisions of this Section 1.10, the Selling Holders shall not be required to
contribute any amount or make any other payments under this Agreement, which in
the aggregate, exceed the net proceeds received by the Selling Holders from the
offering covered by the applicable registration statement.




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(e)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.




(f)           The
obligations of the Company, the Shareholders, and the Selling Holders under this
Section 1.10 shall survive the completion of any offering of the Registrable
Securities in a registration statement under this Section 1, and
otherwise.




2.           Miscellaneous.




2.1           Successors and
Assigns.  Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties (including transferees of
any shares of the Registrable Securities).  Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.  For the benefit of each of the
respective successors and assigns of the parties (including transferees of any
shares of the Registrable Securities) and any subsequent successors, assigns,
and transferees, each undersigned Shareholder represents and warrants to each
other Shareholder and to the Company that such Shareholder is, as of the date
hereof, and for the immediately preceding 90-day period was, not an affiliate or
representative of the Company and covenants that, within 90 days of any further
assignment or transfer of any shares of the Registrable Securities, such
Shareholder shall not become an affiliate or representative of the
Company.




2.2           Governing Law.  This
Agreement shall be governed by and construed under the laws of the State of New
York as applied to agreements among New York residents entered into and to be
performed entirely within New York.




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




2.4           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.




2.5           Notices. Any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery to the party to be notified
or by telex or confirmed facsimile, or one delivery day after deposit with a
recognized overnight express delivery service or courier (for FedEx Express
Overnight or equivalent delivery to and from an address within the United States
of America) or three delivery days after deposit with a recognized overnight
express delivery service or courier (for FedEx Express International Priority or
equivalent delivery to and from an address outside the United States of
America), and addressed to the party to be notified at the address indicated for
such party below, or at such other address as such party may designate by ten
days’ advance written notice to the other party:




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(a)           If
to the Company:




The Saint
James Company


Attention:  Chief
Executive Officer


Broadway
Plaza, 520 Broadway, Suite 350


Santa
Monica, California 90401


Fax
number:  818-880-4140




with a
copy to:




(which
shall not constitute notice)




Baker
& Hostetler LLP


Attention:  Randolf
W. Katz


600 Anton
Blvd., Suite 900


Costa
Mesa, California 92626


Fax
number:  714-966-8802






(b)           If
to a Shareholder:




See
signature page to this Agreement




or to
such other person or address as any party shall specify by notice in writing to
each of the other parties.  All such notices, requests, demands,
waivers, and communications shall be deemed to have been received on the date of
delivery if the date of transmission is electronically endorsed automatically on
the media or evidenced by courier service documentation.  If notice is
mailed or transmitted in a manner in which date of delivery cannot be
ascertained from the media used or courier service records, notice shall be
deemed given on the fifth business day after the mailing or other transmission
or delivery thereof.  A notice of a change of address shall be
effective only upon receipt.




2.6           Expenses.  If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs, and necessary disbursements in addition to any other relief to
which such party may be entitled.




2.7           Amendments and
Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Selling Holders or Shareholders of the
Registrable Securities then outstanding, as applicable.  Any amendment
or waiver effected in accordance with this Section 2.7 shall be binding upon
each Selling Holder and the Company; provided that, without the consent of the
Company and all Shareholders and Selling Holders, no amendment to this Agreement
may be made that (i) modifies this Section 2.7, or (ii) would affect the
Shareholders or Selling Holders in a disproportionate manner (other than any
disproportionate results that are due to a difference in the relative stock
ownership in the Company).




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2.8           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.




2.9           Aggregation of
Stock.  All shares of Registrable Securities held or acquired
by affiliated entities or persons shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement.




2.10           Entire
Agreement.  This Agreement constitutes the full and entire
understanding and agreement between the parties regarding the matters set forth
herein.  Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon the successors,
assigns, heirs, executors, and administrators of the parties
hereto.




2.11           Further
Assurances.  At any time, and from time to time, each party
will execute such additional instruments and take such action as may be
reasonably requested by any other party to carry out the intent and purposes of
this Agreement.




2.12           Arbitration.  Any
dispute, controversy, or claim arising out of or relating to this Agreement or
the Registrable Securities will be resolved by binding arbitration before a
retired judge at JAMS in New York City, New York.  Any interim or
final arbitration award by be enforced by any court of competent
jurisdiction.




[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK.]




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




THE
      SAINT JAMES COMPANYBy:Name:Title:





SHAREHOLDERS:




[name]
            
            
            [street]One
      million shares of Common Stock
            
            
            [city, state, postal code,
      country][facsimile
      number][name]
            
            
            [street]One
      million shares of Common Stock
            
            
            [city, state, postal code,
      country][facsimile
      number]








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