f8k120809ex10i_bluegem.htm


    Exhibit
10.1


       

       

      BINDING
LETTER OF INTENT

      FOR
ACQUISITION OF

      TITLE BEVERAGE DISTRIBUTION
COMPANY BY BLUE GEM ENTERPRISES

      


       

      The
purpose of the Letter of Intent (“LOI”)  to follow is to set forth
certain understandings and certain binding commitments between BLUE GEM
ENTERPRISES (“BGE”) and ALLAN SEPE, ROBERT FRIEDOPFER, and RONNY HALPERIN, (each
a “Shareholder” and collectively, the “Shareholders) with respect to a
proposed transaction pursuant to which Title Beverage Distribution Company, a
Florida corporation (“Title”) will merge into BGE (the “Merger”).

       

      The terms
of the Merger will be more particularly set forth in a Plan of Merger and
additional definitive agreements (collectively “Definitive Agreements”) to be
mutually agreed upon by the parties.  This Letter outlines the proposed
transaction based on each party’s present understanding of the
agreement.

      


       

      
        	
                1.  

              	
                Title
      Beverage Distribution Company is a Florida corporation, which has
      authorized 250,000,000 common
shares.

              


      

       

      
        	
                2.  

              	
                As
      of the date of this LOI, the Shareholders collectively own 100% of the
      issued and outstanding shares of Title and the number of shares they hold
      are as follows:

              


      

       

      
        	
                i.  

              	
                Allan
      Sepe                                                      80,000,000
      shares

              


      

      
        	
                ii.  

              	
                Robert
      Friedopfer                                          10,000,000
      shares

              


      

      
        	
                iii.  

              	
                Ronny
      Halperin                                             10,000,000
      shares

              


      

       

      
        	
                3.  

              	
                BGE
      will acquire all of the shares owned by each Shareholder so that Title
      will merge into BGE.

              


      

       

      
        	
                4.  

              	
                In
      exchange for the shares of Title owned by the Shareholders, BGE will issue
      to each Shareholder 0.42 shares of BGE common stock for each share of
      Title

              


      

       

      
        	
                5.  

              	
                The
      directors and officers of BGE immediately following the merger shall
      remain the same as the directors and officers of BGE prior to the merger
      until the next annual special meeting of the BGE
    shareholders:

              


      

       

      
        	
                6.  
      

              	
                BGE
      shall be the surviving corporation and Title shall cease to
      exist.  All the assets and liabilities of Title and BGE shall,
      following the Merger, be deemed to be transferred to
  BGE.

              


      

       

      
        	
                 
      

              	
                7.  
       

              	
                Each
      company shall make the appropriate filings with their respective
      Secretaries of State.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                8.  
      

              	
                Immediately
      prior the merger, BGE shall re-domesticate to the State of
      Florida.

              


      

       

      
        	
                 
      

              	
                9.  
      

              	
                The
      Merger shall be effective immediately upon filing of the Articles of
      Merger with the respective Secretaries of State, which shall take place as
      soon as practicable following the execution of this LOI and completion of
      the audit of BGE.

              


      

       

      
        	
                 
      

              	
                ACKNOWLEDGED
      AND AGREED THIS ______ DAY OF December,
2009.

              


      

       

       

      
        	
                 
      

              	
                BLUE
      GEM ENTERPRISE

              




      
        	
                 
      

              	
                By:
      ____________________________________

              


      

       

       

      
        	
                 
      

              	
                _________________________________________

              


      

      
        	
                 
      

              	
                ALLEN
      SEPE

              




      
        	
                 
      

              	
                _________________________________________

              


      

      
        	
                 
      

              	
                ROBERT
      FRIEDOPFER

              


      

      
 

      
        	
                 
      

              	
                _________________________________________

              


      

      
        	
                 
      

              	
                RONNY
      HALPERIN