RESIGNATION AGREEMENT AND GENERAL RELEASE

This Resignation Agreement and General Release (the “Agreement” or the “Release”) is entered into by and between The Saint James Company, a North Carolina corporation (the “Company”), and Bruce M. Cosgrove (“Mr. Cosgrove”) as of the later of the dates on which the Company and Mr. Cosgrove have executed this Agreement.

1.1   Mr. Cosgrove currently serves as the unpaid Chief Executive Officer and a director of the Company and previously provided certain unpaid consulting services to the Company.

1.2   Mr. Cosgrove has determined that he will resign as the Chief Executive Officer and a director of the Company effective September 18, 2008, and terminate all other relationships with the Company.

1.3   The Company previously entered into letter agreement with Libertas Partners LLC, pursuant to which it would act as financial advisor to the Company in connection with a financing and act as lead underwriter in a proposed public offering or lead manager in a proposed private placement of a combination of equity and debt (the “Libertas Agreement”).

1.4   The Company has been named as the designee of Samson Investment Company in respect of a proposed acquisition or business combination transaction with Neqtar Wines Pty Ltd (the “proposed Neqtar Transaction”).

1.5   In connection with the Libertas Agreement and the proposed Neqtar Transaction, the Company has determined to focus its management and board of directors on individuals with expertise in the wine industry.

1.6   The Company and Mr. Cosgrove are entering into this Agreement in connection with Mr. Cosgrove’s resignations, the Company’s change of corporate focus and to provide for the release of any claims related to Mr. Cosgrove’s employment, service with, with or resignation from the Company.

ACCORDINGLY, in consideration of the resignations by Mr. Cosgrove, the release by Mr. Cosgrove in favor of the Company and the payment by the Company in favor of Mr. Cosgrove (all as set forth in more particularity hereinbelow), these premises, and the other terms, conditions, and agreements herein, the Company and Mr. Cosgrove agree as follows:

2.1   Resignations . Mr. Cosgrove’s service as the Company’s Chief Executive Officer and as a director shall terminate on September 18, 2008 (the “Termination Date”).

2.2   Payment . The Company shall tender to Mr. Cosgrove a payment in the gross amount of $25,000; $10,000 of said amount payable promptly after the Company receives the original of this Agreement signed by Mr. Cosgrove and the revocation period referred to in Paragraph 2.15(c) of this Agreement expires; $10,000 payable 32 days after the Termination Date; the balance of $5,000 payable 64 days after the Termination Date. As Mr. Cosgrove has never been a compensated employee of the Company, this payment is not to be construed as employment compensation, bonus compensation, or in any manner compensation to Mr. Cosgrove in respect of his actions as the Company’s chief executive officer or resignation therefrom. Any and all taxes in respect of such payment shall be borne by Mr. Cosgrove in his status as an independent contractor. Mr. Cosgrove agrees to file the relevant tax returns timely for the 2008 calendar year and to include such payment in his gross, reportable income. Further, Mr. Cosgrove agrees to indemnify and fully hold the Company harmless in respect of any tax issues that may arise to its detriment in respect of such payment. Mr. Cosgrove understands and agrees that he would not receive the monies specified in this paragraph, except for his execution of this Agreement and fulfillment of the promises contained herein.

2.3   Release of Claims . Subject only to paragraph 2.4, Mr. Cosgrove, on his own behalf, and on behalf of Mr. Cosgrove’s successors and assigns, releases the Company and its officers, directors, stockholders, owners, partners, employees, agents and attorneys and their respective successors and assigns (the “Released Parties”) from all claims, demands, actions, grievances or other legal responsibilities of any kind that Mr. Cosgrove may have based on, or pertaining to Mr. Cosgrove’s employment with or termination by the Company. This Release includes, but is not limited to, any claims that Mr. Cosgrove may have under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, as amended, which prohibits discrimination in employment based on race, color, sex, religion or national origin; the Americans with Disabilities Act; the Family and Medical Leave Act; any claim for back pay, overtime, or any other wage-related issue; or any claims for any other federal, state or local civil or human rights laws or regulations affecting employment rights or prohibiting employment discrimination. This Release also includ