THE ST. JAMES COLLECTION, LLC













                                LETTER OF INTENT

                                       FOR

                                 SHARE EXCHANGE






          Michael Brovsky, Samson Investment Company, Authorized Agent
             4505 Las Virgenes Road, Suite 210, Calabasas, CA 91302
                      Tel: 818.880.5285 Fax: 818.880.4140
                  E-mail: mbrovsky@samsoninvestmentcompany.com


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December 15, 2005

The St. James Company
Attention: Wayne Gronquist, Esq., Director
1104 Nueces Street
Austin, Texas 78701

Mr. Gronquist

Subject:  Letter of Intent to exchange member shares of Saint James  Collection,
LLC, a Delaware Limited Liability  Corporation,  with common shares of The Saint
James  Company,  a publicly  traded  company  domiciled  in North  Carolina,  as
outlined herein.

This letter is to serve as a preliminary  Letter of Intent ("Letter) between St.
James Collection, LLC and The St. James Company (NC) "STJC", ("Parties") stating
the preliminary intentions of the parties with respect to negotiating a definite
contract for the exchange of shares described in item 4 below.

This Letter of intent is not  intended to  constitute a binding  agreement,  but
rather to serve as the basis for negotiating and drafting a definitive  exchange
agreement  ("Agreement") between the parties containing the terms and conditions
stated in this Letter as well as other  terms and  condition  to be  determined.
Neither  party  will  rely on this  Letter as  binding  on the  other;  any such
reliance would be imprudent and unreasonable. Neither party will be bound unless
and until the Agreement has been executed and delivered by both parties.

The performance by either party before  execution of the Agreement of any of the
obligations  that may be included  in the  Agreement  between  the parties  when
negotiations  are completed will not be considered  evidence of intent by either
party to be bound by this Letter.

Promptly  following  the  execution of this  Letter,  Party I and Party II shall
proceed to negotiate  and prepare the  Agreement  which  incorporates  the terms
hereafter set forth and such other terms and conditions as may be agreed upon.


1.   Party I. St. James  Collection,  LLC (a Delaware  Corporation,  referred to
     herein as "Party I").

2.   Party II. (The) St. James Company a (NC) public Company "STJC" (referred to
     herein as "Party II").

3.   Shares/Transaction.  It is  acknowledged  that  Party  II will  issue  five
     million (5,000,000) shares of the common stock of Party II from treasury to
     Party I at  $.01/share  in exchange for all Member Shares of Party I. Party
     II has approximately  6,997,000 shares in the float and 2,000,000 Shares to
     be  issued  under  an  ESOP  program.  Subsequent  to  completion  of  this
     transaction,  the issued and  outstanding  shares,  not  including the ESOP
     program, will be 11,997,057.  The assets of Party I have an appraised value
     of $7.9M and will be booked at $50,000 by Party II, at a deemed share price
     of $.01 per share.  It is the  intent of Party II to  operate  Party I as a
     subsidiary.



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     Authorizations.  The Board of  Directors of each party shall hold a meeting
     prior to closing  wherein  they will ratify and approve the share  exchange
     transaction described above, ratifying and approving the transfers.

         Contingencies of Exchange.
         -------------------------

     A. Due  Diligence.  Party I shall have  Thirty (30) days from the date that
     this Letter of Intent is signed,  to perform any and all due diligence (the
     "Due Diligence  Period") it deems appropriate and necessary.  Party II will
     provide Party I with all Due Diligence Materials requested within the first
     two  business  days of the Due  Diligence  Period or sooner.  Party II will
     grant Party I a one-day  extension of the Due Diligence Period for each day
     of delay beyond the first  five-day  period in furnishing  the Party I with
     the requested Due Diligence Materials, as defined in the Agreement.

     Due diligence materials to be delivered to Party I by Party II include, but
     are not limited to, (a) The Company's most recent SEC filings (ii) year end
     financial  statements and un-audited  year-to-date  financial statements if
     any; and

               (b)  Articles  of  Incorporation  and  all  corporate  books  and
                    records of the Company; and

               (c)  A complete shareholder's list;

               (d)  List of all creditors, if any, both past and current; and

               (e)  Form of transfer  documents  for the  transfer of the Shares
                    from Party II to Party I; and

               (f)  All documents,  including tax returns, financial statements,
                    bank statements and the like,  which are deemed necessary or
                    advisable  by  the  Party  I  to  complete   reasonable  due
                    diligence  and  reasonably  necessary  to verify  Party II's
                    representations and warranties contained herein.

     B. Closing.  The Closing shall occur within Five (5) days of the expiration
     of the Due Diligence Period or sooner as agreed by the parties.


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4.   Warranties and  Representations.  The Parties shall provide each other with
     standard  representations  and warranties  customary for stock acquisitions
     including, but not limited to the following: (a) St. James Company has been
     and will be a listed  public  company on the  electronic  quotation  system
     known as the Pink Sheets; (b) an updated Shareholder list has been provided
     per  Exhibit  "A; (c) All SEC  filings,  tax  returns  and other  pertinent
     financial  information  have been or will be current when the  contemplated
     exchange  transaction  occurs;  (d) No  litigation  affecting the Shares or
     company is pending or  currently  threatened;  (e) Legal  opinion of Shares
     status  and that  Party II has the  unrestricted  power  and  authority  to
     exchange its Shares with Party I.

5.   Costs and  Prorations.  Party I shall be responsible for its legal fees and
     costs of any and all  inspections or reports it obtains.  Party II shall be
     responsible for its legal fees, commissions, broker, consultant or finder's
     fee or any other fees and expenses not specifically mentioned herein.

6.   Agreement.  Party  I will  provide  Party  II  with a  first  draft  of the
     Agreement  no later than five (5)  business  days from the  signing of this
     Letter with the  expectation of the parties that the  negotiations  for the
     Agreement  will be completed and the document  ready for signature no later
     than five (5) days from the signing of this Letter. Failure of either party
     to execute said  Agreement  shall deem this Letter null and void, and shall
     not obligate either party.

7.   Governing Law - The exchange  contemplated in this Letter shall be governed
     by the laws of the State of North Carolina.

8.   Taxes - None due - no verification

If the foregoing accurately summarizes our understanding, please sign and return
a copy of this Letter for our files via facsimile to Samson Investment  Company,
Authorized Agent Michael Brovsky at (818) 880-4140 .

Sincerely,

Michael Brovsky

Michael Brovsky
Samson Investment Company
Authorized Agent
St. James Collection, LLC

Signature Page Follows




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Agreed and Accepted:


The St. James Company


By:               __________________________________

Name:             Wayne Gronquist

Title:            Director and Authorized Signatory