DESIGNATION,
      ASSIGNMENT, AND ASSUMPTION AGREEMENT

     

    THIS
      DESIGNATION, ASSIGNMENT, AND ASSUMPTION AGREEMENT (“Agreement”)
      is
      made and entered into as of October 20, 2008, by and between SAMSON INVESTMENT
      COMPANY, a Nevada corporation (“Samson”),
      and
THE
      SAINT
      JAMES COMPANY, a
      North
      Carolina corporation (“St.
      James”).

     

    RECITALS

     

    WHEREAS,
      Samson and Neqtar Wines PTY LTD (“Neqtar”)
      are
      parties to that certain Letter of Intent, dated as of March 17, 2008
      (“LOI”),
      which
      sets forth certain terms and conditions of a proposed acquisition by Samson
      or
      its nominee of all outstanding shares of capital stock of Neqtar for certain
      specified consideration; 

     

    WHEREAS,
      internal business policies at Samson permit “nominee”-type transactions for its
      principals;

     

    WHEREAS,
      the project memorialized by the LOI is a Samson project for C. Johnson, an
      authorized signatory and principal of Samson;

     

    WHEREAS,
      C. Johnson is a stockholder of St. James and expects to gain economic value
      from
      the project memorialized by the LOI through his equity in St. James rather
      than
      through his equity in Samson; and

     

    WHEREAS,
      Samson desires to designate St. James as its nominee under the LOI and to vest
      in, and to assign, convey, grant, and set over unto, St. James all of Samson’s
      right, title, and interest thereunder, and St. James desires so to be designated
      and thereafter to assume, perform, and discharge all of Samson’s agreements and
      obligations thereunder.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in
      consideration of the foregoing Recitals (which Recitals are hereby incorporated
      into the body of this Assignment), the mutual covenants contained herein, and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, Purchaser and Nominee hereby agree as follows:


     

    1. Designation,
      Assignment and Acceptance.
      Samson
      hereby designates St. James as the “nominee” and, in accordance therewith,
      hereby vests in, assigns, conveys, grants, and sets over unto, St. James all
      of
      Samson’s right, title, and interest in and to the LOI.

     

    2. Assumption.
      Nominee
      hereby accepts the foregoing designation and assignment and agrees to be bound
      by and perform each and every obligation of Samson under the LOI.

     

    3. Ratification;
      Notification to Seller.
      Samson
      and Nominee acknowledge that certain activities in respect of a potential
      transaction between St. James and Nominee have occurred subsequent to the date
      of the LOI through and including the date hereof, all of which activities are
      hereby ratified to have been proper activities of Nominee, notwithstanding
      their
      occurrence prior to the date hereof. Further, during such period, Samson
      represents and warrants that it had notified Seller of the designation of St.
      James as Samson’s nominee.

     

    4. Governing
      Law.
      This
      Assignment shall be governed by and construed under the laws of the State of
      Nevada. 

    

      ST.
        JAMES_SAMSON ASSIGNMENT

    

    
      
         

      

      
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    5. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto on separate counterparts, each of which, when so executed and delivered
      shall be an original, but all such counterparts shall together constitute one
      and the same instrument.

     

    6. Miscellaneous.
      This
      Agreement shall inure to the benefit of and be binding upon the parties and
      their respective successors and assigns. The headings and captions are for
      convenience purposes only. This Agreement shall be construed according to its
      ordinary meaning and shall not be strictly construed for or against any party
      hereto. Any modification or waiver of any term of this Agreement, including
      a
      modification or waiver of this term, must be in writing signed by the party
      against whom enforcement of the modification or waiver is sought. Except for
      the
      LOI referenced herein, this Agreement constitutes the entire agreement between
      the parties pertaining to the subject matter hereof and all prior and
      contemporaneous agreements, representations, and understandings, written or
      oral, express or implied, are hereby superseded and merged into this Agreement.
      Should any term, provision, covenant, or condition of this Agreement be void,
      invalid, or inoperative, the same shall not affect any other term, provision,
      covenant, or condition of this Agreement, but the remainder thereof shall be
      effective as though such void, invalid, or inoperative term, provision,
      covenant, or condition had not been contained herein. 

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
      date
      and year first above written.

     

    
      	 	
              SAMSON
                INVESTMENT COMPANY

            
	 	
              a
                Nevada corporation

            
	 	 
	 	
              By: 

            	
              /s/
                Christian W. Johnson

            
	 	 	
              Christian
                W. Johnson,

            
	 	 	
              Executive
                Vice President

            
	 	 
	 	
              THE
                SAINT JAMES COMPANY

            
	 	
              a
                North Carolina corporation

            
	 	 
	 	
              By:

            	
              /s/
                Wayne Gronquist

            
	 	 	
              Wayne
                Gronquist, President

            


    

     

    
      ST.
        JAMES_SAMSON ASSIGNMENT

    

    
      
         

      

      
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