Exhibit 10.6








 


February 20, 2014


 


Peter Taggares III, Snake River Vineyards


 


		RE:	Valicoff Fruit Company, Inc. (“VFC”) VIP
Grower Apple Program



 


Dear Pete:


 


This non-binding letter of intent (“LOI”)
summarizes the general terms on which VFC will handle Grower’s apple crops and on which Grower will participate in VFC’s
VIP Apple Grower Program (the “VIP Program”). The terms of the proposed apple handling relationship outlined in this
LOI will not be legally binding on either party until the terms are incorporated into a mutually agreeable, executed Fruit Handling,
Pooling and Consignment Agreement (“Grower Contract”).


 


The transaction terms outlined in this
LOI are not comprehensive, and the parties will agree on additional terms to be incorporated into a formal, binding Grower Contract.
The purposes of this LOI are to avoid misunderstandings as to the terms for the proposed fruit handling relationship and, further,
to determine whether there are any impediments to the proposed relationship that cannot be quickly resolved.


 


Pursuant to the preliminary discussions
between VFC and Grower, the following are the general terms and conditions on which grower will commit the required volume of marketable
apples to VFC for handling in its VIP Program:


 


		1.	VFC owns and operates apple storage and packing facilities. VFC is a commission merchant. The services
provided by VFC for apple growers include receiving, storing, packing, marketing, selling and delivering apple crops for the fresh
apple market (collectively “Handling”).



 


		2.	VFC is installing a sophisticated, modern apple packing line which will be operational by August,
2014. The new apple line will have the capacity to pack 250,000 bins of apples per year.



 


		3.	VFC offers its VIP Program to apple growers who desire to increase the returns on their apple crops
and are willing to commit apples to VFC for Handling. The VIP Program provides additional returns on grower apples through rebates
of VFC’s standard packing charges in consideration for the grower’s commitment of a minimum quantity of apples to VFC
for a fixed term. Under the VIP Program, VFC will grant Grower a rebate for each bin of marketable grade apples delivered to VFC
for handling from VFC’s standard handling charges on file with the Washington Department of Agriculture. “Marketable
grade” apples means that the average cullage rate of apples delivered will not exceed 30 percent and that the average per
bin pack-out of the apples delivered is not less than 15 cartons per bin. The following minimum bin commitments and term of the
commitments are necessary for a grower to participate in the grower VIP plan:



 


 


 




    	 



    	 



    

 


 


 


	Minimum Bins 	 	Duration of the 
	Delivered	 	Commitment
	 	 	 
	1,000 - 3,000	 	1 crop year
	3,000 - 5,000	 	3 crop years
	over 5,000	 	5 crop years


 


Commitments exceeding 5,000 bins
and a term of five years are subject to negotiated terms to be agreed upon by VFC and Grower.


 


		4.	All apples Handled by VFC are marketed and sold through Sage Marketing. Sage Marketing sells apples
for several large fruit packing companies and has well-established marketing and promotional programs with a variety of retailers.



 


		5.	The specific terms and conditions on which VFC will Handle grower’s apples, including the
VIP Program, will be established by VFC’s standard Grower Contract for VIP growers.



 


		6.	Grower owns and operates, directly or indirectly, approximately 438 acres of apple orchard located
in Walla Walla County, Washington. Grower produces the following varieties of apples: Red Delicious, Cripps Pink, Golden Delicious,
Gala, Fuji, Granny Smith.



 


 


 




    	 



    	 



    

 


 


 


		7.	Grower commits to deliver the following varieties of apples in the following quantities to VFC
each year for a term of five consecutive crop years (“Crop Year” meaning the year in which the crop is harvested):



 


	Variety	 	Quantity
	 	 	 
	Fuji	 	261.3 acres
	 	 	 
	Gala	 	40.7 acres
	 	 	 
	Goldens	 	50.8 acres
	 	 	 
	Red Delicious	 	16.7 acres
	 	 	 
	Braeburns	 	31.2 acres
	 	 	 
	Cameos	 	9.7 acres
	 	 	 
	Pink Ladies	 	27.4 acres
	 	 	 
	Total 	 	437.8 acres


 


All apples delivered to VFC by
Grower will be of marketable grade (as defined above) and suitable for sale in the fresh apple market.


 


		8.	All apples delivered to VFC by Grower will participate in the Grower VIP Program on the terms outlined
on Exhibit A.



 


		9.	Grower will own the apples when they are delivered to VFC free and clear of all claims and security
interests, except for those disclosed to and approved by VFC. Grower will not deliver any apples to VFC produced or owned by third
parties unless VFC approves in writing the delivery and handling of third-party apples.



 


		10.	Grower will be responsible for delivering the committed apples to VFC’s storage facilities
as designated by VFC.



 


		11.	VFC will prepare the Grower Contract and all related documents required to evidence and implement
the fruit handling relationship contemplated by this LOI. All documents will be submitted to grower for review, comment and approval.



 


		12.	The fruit handling relationship anticipated by this LOI will not, under any circumstances, create
a partnership, joint venture or any other form of business combination between VFC and grower. VFC and grower will perform their
respective duties and obligations in connection with their fruit handling relationship as independent parties subject to the terms
of their fruit handling agreement.



 


 


 




    	 



    	 



    

 


 


 


		13.	This letter of intent and all negotiations
regarding the fruit handling relationship anticipated by this letter of intent are confidential and will not be disclosed to anyone
other than the owners, officers and managerial employees of VFC and Grower and necessary financial or legal advisors. Notwithstanding
the foregoing, VFC hereby consents to the use of its name and a description of this letter of intent in connection with Grower’s
or its assign’s (a) public disclosure obligations under the federal and state securities laws, including but not limited
to the filing of this letter of intent as an exhibit to any registration statement filed with the U.S, Securities and Exchange
Commission and (b) marketing efforts with respect to a public offering of its securities.



 


		14.	Grower hereby agrees to indemnify, defend and hold harmless VFC, its officers, directors, employees,
agents and affiliates from and against any and all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses,
causes of action, judgments and fees (including court costs, attorneys’ fees, costs of investigation, penalties, interest,
and amounts paid in settlements) of any nature, kind or description or any person or entity not a party to this agreement (“Claims”),
arising out of, or alleged to have arisen out of (in whole or in part) Grower’s public offering of its securities.



 


This letter is not a definitive or legally
enforceable contract.


 


If the terms of the fruit handling relationship
generally outlined in this LOI are acceptable to Grower, please sign and return the enclosed copy of this letter to VFC. Upon Grower’s
acceptance of this LOI, VFC will draft the documents required to implement the understanding set forth in this LOI.


 


Very truly yours,


  


	Valicoff Fruit Company, Inc. 


	 
	 	 	 
	By:	/s/ Robert A. Valicoff, Jr.	 
	 	Robert A. Valicoff, Jr., President.	 





 


 


 




    	 



    	 



    

  


 


Accepted:


 


	Snake River Vineyards	 
	 	 	 
	By: 	/s/ Peter Taggares III	 
	 	Peter Taggares III