STOCK
        PURCHASE AGREEMENT

       

      Stock
        Purchase Agreement, dated December 22, 2005, between Yarraman Winery, Inc.,
        a
        Nevada corporation having its business address at 6767 W. Tropicana Ave.,
        Suite
        207, Las Vegas, NV 89103 (the “Company”) and the investors listed on
Exhibit
        A
        attached
        hereto (the “Purchasers”).

       

      ARTICLE
        I  

       

      DEFINITIONS

       

      1.01.  Certain
        Defined Terms.
        As used
        in this Agreement, the following terms shall have the following meanings
        (such
        meanings to be equally applicable to both the singular and plural forms of
        the
        terms defined):

       

      “Agreement”
        means this Stock Purchase Agreement as from time to time amended and in effect
        between the parties, including all Exhibits hereto.

       

      “Board
        of
        Directors” or “Board” means the board of directors of the Company as constituted
        from time to time.

       

      “Claims
        Period” shall have the meaning assigned to that term in Section
        7.02.

       

      “Closing”
        shall have the meaning assigned to that term in Section 2.02.

       

      “Commission”
        shall mean the United States Securities and Exchange Commission or any other
        federal agency at the time administering the Securities Act.

       

      “Common
        Stock” includes (a) the Company’s Common Stock, $0.001 par value, as authorized
        on the date of this Agreement, (b) any other capital stock of any class or
        classes (however designated) of the Company authorized on or after the date
        hereof, the holders of which shall have the right, without limitation as
        to
        amount, either to all or to a share of the balance of current dividends and
        liquidating dividends after the payment of dividends and distributions on
        any
        shares entitled to a preference, and the holders of which shall ordinarily,
        in
        the absence of contingencies or in the absence of any provision to the contrary
        in the Company’s Certificate of Incorporation, be entitled to vote for the
        election of a majority of directors of the Company (even though the right
        so to
        vote has been suspended by the happening of such a contingency or provision),
        and (c) any other securities into which or for which any of the securities
        described in (a) or (b) may be converted or exchanged pursuant to a plan
        of
        recapitalization, reorganization, merger, sale of assets or
        otherwise.

       

      “Damages”
        shall have the meaning assigned to that term in Section 7.02.

       

      “Equity
        Security” means any stock or similar security, including, without limitation,
        securities containing equity features and securities containing profit
        participation features, or any security convertible into or exchangeable
        for,
        with or without consideration, any stock or similar security, or any security
        carrying any warrant, right or option to subscribe to or purchase any shares
        of
        capital stock, or any such warrant or right.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Governmental
        Authority” means any federal or national, state or provincial, municipal or
        local government, governmental authority, regulatory or administrative agency,
        governmental commission, department, board, bureau, agency or instrumentality,
        political subdivision, commission, court, tribunal, official, arbitrator
        or
        arbitral body, in each case whether U.S. or non-U.S.

       

      “Lien”
        means any mortgage, pledge, security interest, encumbrance, lien or charge
        of
        any kind, including, without limitation, any conditional sale or other title
        retention agreement, any lease in the nature thereof and the filing of or
        agreement to give any financing statement under the Uniform Commercial Code
        of
        any jurisdiction and including any lien or charge arising by Law.

       

      “Material
        Adverse Effect” means, when used with respect to the Company or any Subsidiary,
        as the case may be, any change, effect or circumstance which, individually
        or in
        the aggregate, would reasonably be expected to (a) have a material adverse
        effect on the business, assets, financial condition or results of operations
        of
        the Company or its Subsidiaries, as the case may be, in each case taken as
        a
        whole or (b) materially impair the ability of the Company or its
        Subsidiaries, as the case may be, to perform their obligations under this
        Agreement, excluding any change, effect or circumstance resulting from (i)
        the
        announcement, pendency or consummation of the transactions contemplated by
        this
        Agreement, (ii) changes in the United States securities markets generally,
        or
        (iii) changes in general economic, currency exchange rate, political or
        regulatory conditions in industries in which the Company or its Subsidiaries,
        as
        the case may be, operate.

       

      “Organizational
        Documents” means (a) the articles or certificate of incorporation and the
        by-laws or code of regulations of a corporation; (b) the partnership agreement
        and any statement of partnership of a general partnership; (c) the limited
        partnership agreement and the certificate of limited partnership of a limited
        partnership; (d) the articles or certificate of formation and operating
        agreement of a limited liability company; (e) any other document performing
        a
        similar function to the documents specified in clauses (a), (b), (c) and
        (d)
        adopted or filed in connection with the creation, formation or organization
        of a
        Person; and (f) any and all amendments to any of the foregoing.

       

      “Person”
        or “person” means an individual, corporation, partnership, joint venture, trust,
        university, or unincorporated organization, or a government, or any agency
        or
        political subdivision thereof.

       

      “Proceeding”
        means any action, arbitration, audit, hearing, investigation, litigation,
        or
        suit (whether civil, criminal, administrative or investigative) commenced,
        brought, conducted, or heard by or before, or otherwise involving, any
        Governmental Authority.

       

      “Securities
        Act” means the Securities Act of 1933, as amended, or any similar federal
        statute, and the rules and regulations of the Commission (or of any other
        federal agency then administering the Securities Act) thereunder, all as
        the
        same shall be in effect at the time.

       

      
        
          
          

        

        
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      “Survival
        Period” shall have the meaning assigned to that term in Section
        7.01.

       

      “Transaction
        Documents” means, collectively, this Agreement, the Notes and all agreements,
        instruments and other documents to be executed and delivered in connection
        with
        the transactions contemplated by this Agreement.

       

      “U.S.”
        means the United States of America.

       

      “U.S.
        Person” has the meaning set forth in Regulation S.

       

      ARTICLE
        II  

       

      PURCHASE,
        SALE AND TERMS OF SHARES

       

      2.01.  The
        Shares.
        On the
        date hereof, the Purchasers agree to purchase shares of Common Stock of the
        Company for the aggregate principal amount of $2,000,000 (the “Funds”). The
        Company has authorized the issuance and sale of 5,253,500 shares of its Common
        Stock (such shares being referred to as the “Shares”), subject to the terms and
        conditions hereof.

       

      2.02.  Closing.
        The
        Company agrees to issue, and sell to the Purchasers and, in consideration
        of and
        in express reliance upon the representations, warranties, covenants, terms
        and
        conditions of this Agreement, the Purchasers agree to purchase the Shares
        set
        forth in Section 2.01. The closing of the purchase and sale of the Shares
        shall
        occur at such time and place specified by the Purchasers, simultaneous with
        the
        closing of that certain Share Exchange Agreement dated December 22, 2005
        by and
        among the Company, the shareholders of the Company, Delta Dawn Pty Ltd.,
        a
        company incorporated in Australia (the “Trust”) and Yarraman Estate Pty Ltd., a
        company incorporated in Australia (“Yarraman Australia”) (the “Exchange
        Agreement”), or at such time and date thereafter as the Purchasers and the
        Company may agree (the “Closing”). At the Closing, the Purchasers shall deliver
        to the Company promissory notes in the aggregate principal amount of $2,000,000
        (the “Notes”), against delivery of stock certificate(s) to the Purchasers
        evidencing the Shares. The obligations, terms and conditions regarding payment
        of the Funds shall be set forth in the Notes.

       

      2.03.  Representations
        by the Purchasers.
        The
        Purchasers, severally and not jointly, make the following representations
        and
        warranties to the Company:

       

      (i)  The
        Purchasers are corporations are duly incorporated and validly existing under
        the
        laws of their jurisdiction of incorporation and have all requisite corporate
        power and authority to conduct their business in the manner in which it is
        presently being conducted. The Purchasers have all requisite power and authority
        to execute, deliver and perform this Agreement and the Transaction Documents
        to
        consummate the transactions contemplated hereby. The execution delivery and
        performance of this Agreement and the Transaction Documents and the consummation
        of the transactions contemplated hereby and thereby have been duly authorized
        by
        the respective Board of Directors of each Purchaser, if applicable, and no
        other
        corporate proceedings are necessary to authorize the execution, delivery
        and
        performance of this Agreement and the Transaction Documents or the consummation
        of the transactions contemplated hereby and thereby. Assuming the due
        authorization, execution and delivery of this Agreement and the Transaction
        Documents by the Company, this Agreement and the Transaction Documents
        constitute, the valid and legally binding obligations of the Purchasers,
        enforceable against each Purchaser in accordance with their terms, subject
        to
        the effect of any applicable bankruptcy, moratorium, insolvency, reorganization
        or other similar law affecting the enforceability of creditors’ rights generally
        and to the effect of general principles of equity which may limit the
        availability of remedies, whether in a proceeding at law or in equity (the
        “Bankruptcy Exception”).

       

      
        
          
          

        

        
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      (ii)  Neither
        the execution, nor delivery by each Purchaser of this Agreement or any
        Transaction Document to which each Purchaser is a party, nor the consummation
        or
        performance by each Purchaser of the transactions contemplated hereby or
        thereby
        will, directly or indirectly, (a) contravene, conflict with, or result in
        a
        violation of any provision of the Organizational Documents of such Purchaser;
        (b) contravene, conflict with, constitute a default (or an event or condition
        which, with notice or lapse of time or both, would constitute a default)
        under,
        or result in the termination or acceleration of, any agreement or instrument
        to
        which such Purchaser is a party or by which the properties or assets of such
        Purchaser are bound; or (c) contravene, conflict with, or result in a violation
        of, any Law or Order to which such Purchaser, or any of the properties or
        assets
        of such Purchaser, may be subject.

       

      (iii)  The
        Purchasers have been supplied with or have had sufficient access to all
        information, including financial statements and other financial information
        of
        the Company, and have been afforded with an opportunity to ask questions
        of and
        receive answers concerning information to which a reasonable investor would
        attach significance in making investment decisions, so that as reasonable
        investors the Purchasers have been able to make the decision to purchase
        the
        Shares.

       

      (iv)  The
        Purchasers, in making the decision to purchase the Shares, have relied upon
        independent investigations of the Company made by them. The Purchasers have
        such
        knowledge and experience in financial, tax and business matters so as to
        enable
        the Purchasers to utilize the information made available to the Purchasers
        in
        connection with the offering of the Shares to evaluate the merits and risks
        of
        an investment in the Shares and to make an informed investment decision with
        respect thereto.

       

      (v)  The
        Purchasers understand that the Shares are being and will be sold in reliance
        on
        an exemption from the registration requirements of federal and state securities
        laws, and that the Company is relying upon the truth and accuracy of the
        representations, warranties, agreements, acknowledgments and understandings
        of
        the Purchasers set forth herein in order to determine the applicability of
        such
        exemptions and the suitability of the Purchasers to purchase the Shares.
        The
        representations, warranties and agreements contained herein are true and
        correct
        as of the date hereof and may be relied upon by the Company, and the Purchasers
        will notify the Company immediately of any adverse change in any such
        representations and warranties which may occur prior to the
        Closing.

       

      (vi)  All
        offers and sales of the Shares prior to the registration of the Shares under
        the
        Securities Act or pursuant to an exemption from registration under the
        Securities Act shall be made only pursuant to such a registration or such
        exemption from registration.

       

      
        
          
          

        

        
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      (vii)  Each
        Purchaser is acquiring the Shares for investment purposes.

       

      (viii)  The
        Purchasers agree that the certificates representing the Shares shall contain
        a
        legend to the following effect.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
        NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
        ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
        LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
        IN
        WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY
        AN
        OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY
        TO THE
        COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
        OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
        APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
        REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
        WITH
        THE SECURITIES ACT.

       

      (ix)  Opinion.
        The
        Purchasers will not transfer any or all of the Shares absent an effective
        registration statement under the Securities Act and applicable state securities
        law covering the disposition of Purchasers’ Shares, without first providing the
        Company with an opinion of counsel (which counsel and opinion are reasonably
        satisfactory to the Company) to the effect that such transfer will be exempt
        from the registration and the prospectus delivery requirements of the Securities
        Act and the registration or qualification requirements of any applicable
        U.S.
        state securities laws.

       

      (x)  Brokers
        or Finders.
        No
        Person has or will have, as a result of the transactions contemplated by
        this
        Agreement, any right, interest or valid claim against or upon the Company
        for
        any commission, fee or other compensation as a finder or broker because of
        any
        act or omission by such Purchaser or its respective agents.

       

      ARTICLE
        III  

       

      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY

       

      The
        Company represents and warrants to the Purchasers as follows:

       

      
        
          
          

        

        
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      All
        of
        the representations and warranties of the Company set forth in Section V
        of the
        Exchange Agreement are true and correct and are, together with the Schedules
        thereto, incorporated herein by reference in their entirety as if made
        herein.

       

      3.01.  Authorization.
        The
        Company has all requisite authority and power (corporate and other),
        governmental licenses, authorizations, consents and approvals to enter into
        this
        Agreement and each of the Transaction Documents to which the Company is a
        party,
        to consummate the transactions contemplated by this Agreement and each of
        the
        Transaction Documents to which the Company is a party and to perform its
        obligations under this Agreement and each of the Transaction Documents to
        which
        the Company is a party. The execution, delivery and performance by the Company
        of this Agreement and each of the Transaction Documents to which the Company
        is
        a party have been duly authorized by all necessary corporate action and do
        not
        require from the Company Board or the stockholders of the Company any consent
        or
        approval that has not been validly and lawfully obtained. The execution,
        delivery and performance by the Company of this Agreement and each of the
        Transaction Documents to which the Company is a party requires no authorization,
        consent, approval, license, exemption of or filing or registration with any
        Governmental Authority or other Person.

       

      3.02.  No
        Violation.
        Neither
        the execution nor the delivery by the Company of this Agreement or any
        Transaction Document to which the Company is a party, nor the consummation
        or
        performance by the Company of the transactions contemplated hereby or thereby
        will, directly or indirectly, (a) contravene, conflict with, or result in
        a
        violation of any provision of the Organizational Documents of the Company;
        (b)
        contravene, conflict with, constitute a default (or an event or condition
        which,
        with notice or lapse of time or both, would constitute a default) under,
        or
        result in the termination or acceleration of, or result in the imposition
        or
        creation of any Lien under, any agreement or instrument to which the Company
        is
        a party or by which the properties or assets of the Company are bound;
        (c) contravene, conflict with, or result in a violation of, any Law
        or
        Order to which the Company, or any of the properties or assets owned or used
        by
        the Company, may be subject; or (d) contravene, conflict with, or result
        in a
        violation of, the terms or requirements of, or give any Governmental Authority
        the right to revoke, withdraw, suspend, cancel, terminate or modify, any
        licenses, permits, authorizations, approvals, franchises or other rights
        held by
        the Company or that otherwise relate to the business of, or any of the
        properties or assets owned or used by, the Company, except, in the case of
        clause (b), (c), or (d) above, for any such contraventions, conflicts,
        violations, or other occurrences as would not have a Material Adverse
        Effect.

       

      3.03.  Binding
        Obligations.
        Assuming this Agreement and the Transaction Documents have been duly and
        validly
        authorized, executed and delivered by the parties thereto other than the
        Company, this Agreement and each of the Transaction Documents to which the
        Company is a party are duly authorized, executed and delivered by the Company
        and constitute the legal, valid and binding obligations of the Company,
        enforceable against the Company in accordance with their respective terms,
        subject to the Bankruptcy Exception.

       

      3.04.  Securities
        Laws.
        Assuming the accuracy of the representations and warranties of the Purchasers
        contained in Section 2.03, the issuance of the Shares pursuant to this Agreement
        are (a) exempt from the registration and prospectus delivery requirements
        of the
        Securities Act, (b) have been registered or qualified (or are exempt from
        registration and qualification) under the registration permit or qualification
        requirements of all applicable state securities laws, and (c) accomplished
        in conformity with all other applicable federal and state securities
        laws.

       

      
        
          
          

        

        
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      3.05.  Capitalization
        and Related Matters.

       

      (a)  Capitalization.
        The
        authorized capital stock of the Company consists of 25,000,000 shares of
        the
        Company’s Common Stock, of which 3,496,500 shares are issued and outstanding.
        All issued and outstanding shares of the Company’s Common Stock are duly
        authorized, validly issued, fully paid and nonassessable, and have not been
        issued in violation of any preemptive or similar rights. Except as disclosed
        in
        Schedule 3.05(a), there are no outstanding options, warrants, purchase
        agreements, participation agreements, subscription rights, conversion rights,
        exchange rights or other securities or contracts that could require the Company
        to issue, sell or otherwise cause to become outstanding any of its authorized
        but unissued shares of capital stock or any securities convertible into,
        exchangeable for or carrying a right or option to purchase shares of capital
        stock or to create, authorize, issue, sell or otherwise cause to become
        outstanding any new class of capital stock. Except as provided for herein,
        there
        are no outstanding stockholders’ agreements, voting trusts or arrangements,
        registration rights agreements, rights of first refusal or other contracts
        pertaining to the capital stock of the Company. The issuance of all of the
        shares of Company’s Common Stock described in this Section 3.05 have been in
        compliance with U.S. federal and state securities laws.

       

      (b)  No
        Redemption Requirements.
        There
        are no outstanding contractual obligations (contingent or otherwise) of the
        Company to retire, repurchase, redeem or otherwise acquire any outstanding
        shares of capital stock of, or other ownership interests in, the Company
        or to
        provide funds to or make any investment (in the form of a loan, capital
        contribution or otherwise) in any other Person.

       

      (c)  Duly
        Authorized.
        The
        issuance of the Shares has been duly authorized and, upon delivery to the
        Purchasers of a certificate or certificates therefor in accordance with the
        terms of this Agreement, the Shares will have been validly issued and fully
        paid, and will be nonassessable, have the rights, preferences and privileges
        specified, will be free of preemptive rights and will be free and clear of
        all
        Liens and restrictions, other than Liens created by the Purchasers and
        restrictions on transfer imposed by this Agreement and the Securities
        Act.

       

      3.06.  Certain
        Proceedings.
        There
        is no pending Proceeding that has been commenced against the Company and
        that
        challenges, or may have the effect of preventing, delaying, making illegal,
        or
        otherwise interfering with, any of the transactions contemplated by this
        Agreement. To the knowledge of the Company, no such Proceeding has been
        threatened.

       

      3.07.  Disclosure.
        Neither
        the Transaction Documents nor any other agreement, document, certificate,
        statement, whether oral or written, furnished to any of the Purchasers or
        their
        counsel by or on behalf of the Company in connection with the transactions
        contemplated hereby contains any untrue statement of a material fact or omits
        to
        state a material fact necessary in order to make the statements contained
        herein
        or therein, in light of the circumstances in which made, not misleading.
        There
        is no fact within the knowledge of the Company’s executive officers which has
        not been disclosed herein or in writing by them to the Purchasers and which
        materially adversely affects, or in the future in their opinion may, insofar
        as
        they can now foresee, materially adversely affect the business, operations,
        properties, assets or condition, financial or other, of the Company. Without
        limiting the foregoing, the Company has no knowledge that there exists, or
        there
        is pending or planned, any patent, invention, device, application or principle
        or any statute, rule, law, regulation, standard or code which would materially
        adversely affect the business, operations, affairs or financial condition
        of the
        Company.

       

      
        
          
          

        

        
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      ARTICLE
        IV  

       

      COVENANTS
        OF THE COMPANY

       

      4.01.  Operations.
        From
        and after the date hereof, the Company will operate only in the ordinary
        course
        of business and in addition thereto, and not in limitation thereof; will:
        (i)
        voluntarily incur any capital expenditures in excess of a $100,000 obligation;
        (ii) declare, authorize or become obligated to make (or express any intention
        to
        make) any distribution or dividend to shareholders or to any other Person;
        or
        (iii) enter into a binding contract or arrangement that is outside the ordinary
        course of the Company’s business.

       

      ARTICLE
        V  

      CONDITIONS
        TO PURCHASERS’ OBLIGATIONS

       

      The
        obligation of each Purchaser to purchase and pay for the Shares to be purchased
        by it at the Closing, is subject to the following conditions:

       

      5.01.  Representations
        and Warranties.
        Each of
        the representations and warranties of the Company set forth in Article II
        hereof
        shall be true, accurate and correct on the date hereof. 

       

      5.02.  Documentation
        at Closing.
        The
        Purchasers shall have received, prior to or at the Closing, all of the following
        materials, each in form and substance satisfactory to the Purchasers and
        their
        counsel, if any, and each of the following events shall have occurred, or
        each
        of the following documents shall have been delivered, prior to or simultaneous
        with the Closing:

       

      (a)  Copies
        of
        (1) the Articles of Incorporation of the Company, as amended or restated
        to
        date, together with such evidence as may be available of the filing thereof;
        (2)
        the resolutions of the Board of Directors providing for the approval of this
        Agreement, the issuance of the Shares, and all other agreements or matters
        contemplated hereby or executed in connection herewith; and (3) the By-laws
        of
        the Company, all of which shall have been certified by the Secretary of the
        Company, as of the date of the Closing, to be true, complete and correct;
        and
        certified copies of all documents evidencing other necessary corporate or
        other
        action and governmental approvals, if any, required to be obtained at or
        prior
        to the Closing with respect to this Agreement and the issuance of the
        Shares.

       

      (b)  The
        Exchange Agreement shall be consummated in accordance with its terms without
        amendment or other change and all conditions thereto have been
        waived.

       

      
        
          
          

        

        
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      (c)  The
        Company shall have delivered the other documents, instruments or certificates
        to
        be delivered pursuant to this Agreement by the Company or any of its officers,
        the incumbency of such officers, and the true specimen signatures of such
        officers.

       

      (d)  A
        certificate of the President of the Company, dated the date of the Closing,
        stating that the representations and warranties of the Company contained
        in
        Article II hereof and otherwise made by the Company in writing in connection
        with the transactions contemplated hereby are true and correct as of the
        time of
        the Closing and that all obligations and covenants in this Agreement required
        to
        be performed prior to or on the date of the Closing have been performed as
        of
        the time of the Closing.

       

      (e)  The
        Company shall have obtained any consents or waivers necessary to be obtained
        at
        or prior to the Closing to execute and deliver this Agreement and the agreements
        and instruments executed and delivered by the Company in connection herewith,
        to
        issue the Shares and to carry out the transactions contemplated hereby and
        thereby, and such consents and waivers shall be in full force and effect
        at the
        Closing. All corporate and other action and governmental filings necessary
        to
        effectuate the terms of this Agreement and the other agreements and instruments
        executed and delivered by the Company in connection herewith and the issuance
        of
        the Shares shall have been made or taken.

       

      ARTICLE
        VI  

       

      RIGHT
        OF FIRST REFUSAL

       

      6.01.  Right
        of First Refusal.
        Before
        the Company shall issue, sell or exchange, agree or obligate itself to issue,
        sell or exchange, or reserve or set aside for issuance, sale or exchange
        (unless, in the case of an agreement, obligation, reservation or setting
        aside,
        the same is expressly subject to the rights of the Purchasers under the
        provisions of this Article VI, and other than a reservation of shares pursuant
        to a Company stock option plan), any (i) shares of Common Stock, (ii) any
        other
        equity security of the Company, including without limitation, shares of any
        series of the Company’s class of preferred stock (iii) any convertible debt
        security of the Company, including without limitation, any debt security
        which
        by its terms is convertible into or exchangeable for any equity security
        of the
        Company, (iv) any security of the Company that is a combination of debt and
        equity, in connection with an offering of Offered Securities to be registered
        on
        a registration statement to be filed with the Commission (other than a
        registration (i) on Form S-8 or any successor form; or (ii) solely in connection
        with any employee welfare, benefit or compensation plan; or (iii) relating
        to a
        transaction pursuant to Rule 145 under the Securities Act, the
        Company shall, in each case, first offer to sell such securities (the “Offered
        Securities”) to the Purchasers at a price and on such other terms as shall have
        been specified by the Company in writing delivered to the Purchasers (in
        each
        case, the “Offer”) (which price and terms shall, unless otherwise consented to
        by the Purchasers in writing, be a price and on terms of a bona fide third
        party
        offer (the “Third Party Offer”) obtained by the Company), which Offer by its
        terms shall remain open and irrevocable for a period of twenty (20) days
        from
        the transmission of the Offer by the Company.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      6.02.  Notice
        of Acceptance.
        Notice
        of each Purchaser’s intention to accept, in whole or in part, any Offer made
        pursuant to Section 6.01 shall be evidenced by a writing, signed by such
        Purchaser and delivered to the Company prior to the end of the 20-day period
        of
        such Offer, setting forth the amount of such Securities that the Purchasers
        elect to purchase (the “Notice of Acceptance”).

       

      6.03.  Conditions
        to Acceptances and Purchase. 

       

      (a)  Permitted
        Sales of Refused Securities.
        In the
        event that a Notice of Acceptance is not given in respect of all the Offered
        Securities, the Company shall have one hundred thirty five (135) days from
        the
        end of said 20-day period to sell any such Offered Securities as to which
        a
        Notice of Acceptance has not been given by the Purchasers (the “Refused
        Securities”) to the Person or Persons specified in the Third Party Offer, but
        only for an amount and kind (or the cash equivalent thereof) of consideration
        and otherwise in all respects upon the terms and conditions, including, without
        limitation, unit price and interest rates, which are no more favorable, in
        the
        aggregate, to such other Person or Persons or less favorable to the Company
        (as
        determined in good faith by the Board of Directors) than those set forth
        in the
        Third Party Offer.

       

      (b)  Reduction
        in Amount of Offered Securities.
        In the
        event the Company shall propose to sell less than all of the Refused Securities
        (any such sale to be in the manner and on the terms specified in Section
        6.03(a)
        above), then the Purchasers may reduce the number of shares or other shares
        of
        the Offered Securities specified in its Notices of Acceptance to an amount
        which
        shall be not less than the amount of the Offered Securities which the Purchasers
        elected to purchase pursuant to Section 6.02 multiplied by a fraction, (i)
        the
        numerator of which shall be the amount of Offered Securities which the Company
        actually proposes to sell, and (ii) the denominator of which shall be the
        amount
        of all Offered Securities. In the event that the Purchasers so elect to reduce
        the number or amount of Offered Securities specified in its Notice of
        Acceptance, the Company may not sell or otherwise dispose of more than the
        reduced amount of the Offered Securities until such securities have again
        been
        offered to the Purchasers in accordance with Section 6.01.

       

      (c)  Closing.
        At the
        closing of the sale to such other Person or Persons of all or less than all
        the
        Refused Securities, which closing shall include payment of the purchase price
        therefor as set forth in the Offer, the Purchasers shall purchase from the
        Company, and the Company shall sell to the Purchasers, the number of Offered
        Securities specified in the Notices of Acceptance, as reduced pursuant to
        Section 6.03(b) if the Purchasers have so elected, upon the terms and conditions
        specified in the Offer, including, without limitation, payment in full for
        such
        Offered Securities. The purchase by the Purchasers of any Offered Securities
        is
        subject in all cases to the preparation, execution and delivery by the Company
        and the Purchasers of a purchase agreement relating to such Offered Securities
        in form and substance as offered to the purchaser or proposed purchaser of
        the
        Offered Securities who are not the Purchasers.

       

      6.04.  Further
        Sale.
        In each
        case, any Offered Securities not purchased by the Purchasers or other Person
        or
        Persons in accordance with Section 6.03 may not be sold or otherwise disposed
        of
        until they are again offered to the Purchasers under the procedures specified
        in
        Section 6.01, 6.02 and 6.03.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      6.05.  Exceptions.
        The
        rights of the Purchasers under this Article VI shall not apply to:

       

      
        	
              	(1)	
                Common
                  Stock issued as a stock dividend to holders of Common Stock or
                  upon any
                  subdivision or combination of shares of Common Stock;
                  or

              


      

       

      
        	
              	(2)	
                the
                  Shares or the shares of Common Stock to be issued pursuant to the
                  Exchange
                  Agreement.

              


      

       

       

      ARTICLE
        VII  

       

      INDEMNIFICATION;
        REMEDIES

       

      7.01.  Survival.
        All
        representations, warranties, including those incorporated by reference, together
        with the Schedules thereto, and covenants, and obligations in this Agreement
        shall survive the Closing and expire one year from the date hereof (the
“Survival Period”).

       

      7.02.  Indemnification
        by the Company.
        From
        and after the Closing until (1) the expiration of the Survival Period, or
        (2)
        with respect to a specific claim made by the Purchasers against the Company
        prior to the expiration of the Survival Period, until a court of competent
        jurisdiction renders a final unappealable decision (or appeals of a decision
        are
        not taken within the time period permitted for filing same) (the “Claims
        Period”), the Company shall indemnify and hold harmless the Purchasers from and
        against any liabilities, loss, claims, damages (excluding consequential,
        punitive and other similar damages), fines, penalties, expenses (including
        costs
        of investigation and defense and reasonable attorneys’ fees) or diminution of
        value (collectively, “Damages”) arising, directly or indirectly, from or in
        connection with:

       

      (i)  any
        breach of any representation or warranty made by the Company in this Agreement
        or in any certificate delivered by the Company pursuant to this Agreement;
        or

       

      (ii)  any
        breach by the Company of any covenant or obligation of the Company in this
        Agreement required to be performed by the Company on or prior to the
        Closing.

       

      7.03.  Limitations
        on Amount.
        Notwithstanding anything to the contrary contained herein, the maximum amount
        which the Purchasers may recover from the Company for a breach of any
        representation, warranty, covenant or obligation under this Agreement required
        to be performed by the Company on or prior to Closing shall not exceed $500,000
        in the aggregate; provided, further, however that no Purchaser shall be entitled
        to indemnification pursuant to this Article VII unless and until the aggregate
        amount of Damages to all Purchasers exceeds $50,000, at which time, subject
        to
        the foregoing cap on the maximum amount payable, the Purchasers shall be
        entitled to indemnification for the total amount of such Damages in excess
        of
        $50,000.

       

      7.04.  Determining
        Damages.
        Materiality qualifications to the representations and warranties of the Company
        shall be taken into account in determining the amount of Damages occasioned
        by a
        breach of any such representation or warranty for purposes of determining
        the
        whether the baskets set forth in 7.03 have been met.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      ARTICLE
        VIII  

       

      MISCELLANEOUS

       

      8.01.  No
        Waiver: Cumulative Remedies.
        No
        failure or delay on the part of any party to this Agreement in exercising
        any
        right, power or remedy hereunder shall operate as a waiver thereof; nor shall
        any single or partial exercise of any such right, power or remedy preclude
        any
        other or further exercise thereof or the exercise of any other right, power
        or
        remedy hereunder. The remedies herein provided are cumulative and not exclusive
        of any remedies provided by law.

       

      8.02.  Amendments.
        Waivers and Consents.
        Any
        provision in the Agreement to the contrary notwithstanding, and except as
        hereinafter provided, changes in, termination or amendments of or additions
        to
        this Agreement may be made, and compliance with any covenant or provision
        set
        forth herein may be omitted or waived, if the Company (i) shall obtain consent
        thereto in writing from the holder or holders of at least a majority in interest
        of the Shares and (ii) shall deliver copies of such consent in writing to
        any
        holders who did not execute such consent; provided that no consents shall
        be
        effective to reduce the percentage in interest of the Shares the consent
        of the
        holders of which is required under this Section 8.02. Any waiver or consent
        may
        be given subject to satisfaction of conditions stated therein and any waiver
        or
        consent shall be effective only in the specific instance and for the specific
        purpose for which given.

       

      8.03.  Notices.
        All
        notices, consents, waivers, and other communications under this Agreement
        must
        be in writing and will be deemed to have been duly given when (a) delivered
        by
        hand (with written confirmation of receipt), (b) sent by telecopier (with
        written confirmation of receipt), or (c) when received by the addressee,
        if sent
        by a nationally recognized overnight delivery service (receipt requested),
        in
        each case to the appropriate addresses and telecopier numbers set forth below
        (or to such other addresses and telecopier numbers as a party may designate
        by
        written notice to the other parties):

       

      
        	
                If
                  to the Company:

                Yarraman
                  Winery, Inc.

                6767
                  W. Tropicana Ave.

                Suite
                  207

                Las
                  Vegas, NV 89103

              	
                with
                  a copy to:

                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

              
	
                 

                Attention:
                  Andy Lyon, Chief Executive Officer

              	
                 

                Attention:
                  Mitchell S. Nussbaum, Esq. 

                Telephone
                  No.: 212-407-4000

                Facsimile
                  No.: 212-407-4990

              
	 	 


      

       

      8.04.  Expenses.
        Each
        party to this Agreement will bear its respective expenses incurred in connection
        with the preparation, execution and performance of this Agreement and the
        transactions contemplated by this Agreement, including all fees and expenses
        of
        agents, representatives, counsel and accountants.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      8.05.  Effectiveness:
        Binding Effect: Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the Company,
        the
        Purchasers and the respective successors and assigns; provided, that, the
        Company may not assign any of its rights or obligations under this Agreement
        without the prior written consent of the Purchasers. The Purchasers may assign
        all or any part of its rights and obligations hereunder to any person who
        acquires any Shares owned by the Purchasers. Any such assignment shall operate
        to release the Purchasers from its liabilities and obligations under this
        Agreement with respect to the Shares, as applicable, so sold or assigned.
        A
        person to whom all or a part of the Purchasers’ rights are so assigned, whether
        by the Purchasers or by a subsequent person, may, if so agreed to by the
        Purchasers, become a party to this Agreement, entitled to those rights and
        benefits set forth herein applicable to the Purchasers or such Shares and
        shall
        acquire the Shares subject to the representations and warranties of the
        Purchasers set forth in Section 2.04, and subject to any restrictions on
        transfer of Shares under applicable federal and state securities laws. The
        foregoing is in addition to, and not in limitation of; all other rights,
        powers
        and privileges of the Purchasers.

       

      8.06.  Prior
        Agreements.
        The
        Transaction Documents executed and delivered in connection herewith constitute
        the entire agreement between the parties and supersede any prior understandings
        or agreements concerning the subject matter hereof.

       

      8.07.  Severability.
        The
        provisions of the Transaction Documents are severable and, in the event that
        any
        court of competent jurisdiction shall determine that any one or more of the
        provisions or part of a provision contained therein shall, for any reason,
        be
        held to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality or unenforceability shall not affect any other provision or part
        of a
        provision of such Transaction Document and the terms of the Shares shall
        be
        reformed and construed as if such invalid or illegal or unenforceable provision,
        or part of a provision, had never been contained herein, and such provisions
        or
        part reformed so that it would be valid, legal and enforceable to the maximum
        extent possible.

       

      8.08.  Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of New York, and without giving effect to choice of laws
        provisions.

       

      8.09.  JURISDICTION;
        SERVICE; WAIVERS.
        ANY
        ACTION OR
        PROCEEDING IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT IN A COURT OF
        RECORD
        OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK. THE PARTIES TO THIS
        AGREEMENT HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF
        THE
        STATE OF NEW YORK, AND SERVICE OF PROCESS MAY BE MADE UPON THE PARTIES TO
        THIS
        AGREEMENT BY MAILING A COPY OF THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON,
        BY
        REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO
        BE
        USED FOR THE GIVING OF NOTICES UNDER THIS AGREEMENT. BY ACCEPTANCE HEREOF,
        THE
        PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION,
        INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED
        ON
        THE GROUNDS OF FORUM
        NON CONVENIENS,
        WHICH
        IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION
        OR PROCEEDING IN SUCH JURISDICTION.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      8.10.  Headings.
        Article, section and subsection headings in this Agreement are included herein
        for convenience of reference only and shall not constitute a part of this
        Agreement for any other purpose.

       

      8.11.  Counterparts.
        This
        Agreement may be executed in any number of counterparts, all of which taken
        together shall constitute one and the same instrument, and any of the parties
        hereto may execute this Agreement by signing any such counterpart.

       

      8.12.  Further
        Assurances.
        From
        and after the date of this Agreement, upon the request of the Purchasers
        or the
        Company, the Company and each of the Purchasers shall execute and deliver
        such
        instruments, documents and other writings as may be reasonably necessary
        or
        desirable to confirm and carry out and to effectuate fully the intent and
        purposes of the Transaction Documents and the Shares.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement
        to
        be executed as of the date first above written.

      
        	 	 	 
	 	Yarraman
                Winery, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

      
        
          	 	 	 
	 	Sunvalley
                  Limited
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title:


        

         

      

      
        
          	 	 	 
	 	Oriental
                  Holdings Ltd.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Name:
	 	Title:


        

        
          
            	 	 	 
	 	Glenealy
                    International Limited
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
	 	Title:


          

          
            	 	 	 
	 	Dragon
                    Enterprises Limited
	 
 	 
 	 
 
	 	By:  	 
	 	
                    
Name:
	 	Title:


          

        

      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	 	 
	 	Leeds
                Holdings Limited
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

       

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
      

      EXHIBIT
        A

       

      
        
          	
                  NAME
                    / ADDRESS 

                	 	
                  NUMBER
                    OF SHARES

                	 
	 	 	 	 
	
                  Sunvalley
                    Limited 

                  Oliaji
                    Trade Centre - 1st Floor, 

                  Victoria,
                    Mahe, Seychelles

                	 	 	
                  1,150,000

                	 
	 	 	 	 	 
	
                  Oriental
                    Holdings Limited

                  46
                    Micoud Street, Castries, St. Lucia

                	 	 	
                  955,000

                	 
	 	 	 	 	 
	
                  Glenealy
                    International Limited

                  46
                    Micoud Street, Castries, St. Lucia

                	 	 	
                  1,053,500

                	 
	 	 	 	 	 
	
                  Dragon
                    Enterprises Limited

                  46
                    Micoud Street, Castries, St. Lucia

                	 	 	
                  1,100,000

                	 
	 	 	 	 	 
	
                  Leeds
                    Holdings Limited

                  60
                    Market Square, PO Box 364, 

                  Belize
                    City, Belize

                	 	 	
                  995,000

                	 


   

      

      
        
          
          

        

        
          17