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Exhibit 10.22
NON-COMPETITION DEED
This Non-Competition Deed is made as of the
1st day of DEC., 2003,
BETWEEN
1. GSRWB, INC a company incorporated in the
State of Delaware, United States of
America ("GSRW")
AND
2. DAVID PHELAN of 17 Terenure Park,
Terenure, Dublin 6 ("Mr Phelan").
WHEREAS:
A. Pursuant to a Merger and
Acquisition Agreement dated July 31, 2003 between
The Roaring
Water Bay Spirits Group Limited, The Roaring Water Bay
Marketing and
Sales Company Limited, Patrick Rigney, David Phelan, Carbery
Milk Products
Limited, Tanis Investments Limited, Great Spirits Company,
LLC, Great
Spirits Corp (the "Merger Agreement") inter alia Mr Phelan
transferred his
Shares in Roaring Water Bay Spirits Group Limited and
Roaring Water
Bay Spirits Marketing and Sales Company Limited to GSRW.
B. Defined terms herein shall
the meaning set out in the Merger Agreement,
unless otherwise
defined in this Deed. Mr. Phelan has entered into this
Deed in
connection with the Merger Agreement.
1 COVENANT NOT TO
COMPETE OR SOLICIT
1.1 For a period of 2 years after the
date of the Merger Agreement (the
"Non-Competition
Period"), Mr. Phelan shall not, without the prior written
consent of GSRW,
such consent not to be unreasonably withheld, directly or
indirectly, as a
consultant to, officer, director, independent contractor,
shareholder or
other owner or participant in any entity engage in the
business of the
sale and marketing of alcohol products competing directly
with the
products sold and marketed by RW and RW-UK as at the date of
this
Deed in Ireland
and the United Kingdom.
1.2 During the Non-Competition Period,
Mr. Phelan shall not directly or
indirectly,
solicit, encourage or take any other action which is intended
to induce or
encourage, or has the effect of inducing or encouraging any
employee of RW
or RW-UK to terminate his or her employment with RW or
RW-UK.
1.3 Mr. Phelan acknowledges that it
would be difficult to fully compensate GSRW
for damages for
any breach
