Heads of agreement

Stock Purchase Agreement

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SAINT JAMES CO | Neqtar Limited | Saint James Company

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Title: Heads of agreement
Date: 10/27/2008
Industry: WASTEM Sector: SERVIC

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Heads of agreement

Neqtar Limited ( Vendor )

Saint James Company ( Purchaser )

MinterEllison
	LAWYERS

RIALTO TOWERS, 525 COLLINS STREET, MELBOURNE VIC 3000, DX 204 MELBOURNE

TEL: +61 3 8608 2000 FAX: +61 3 8608 1000

www.minterellison.com

Heads of agreement

Details		4

Agreed terms		5

1.	Defined terms and interpretation	5

1.1	Defined terms	5
1.2	Interpretation	6
1.3	Headings	7

2.	Status of heads of agreement	7

2.1	Intention to be legally bound	7
2.2	Entire agreement	8

3.	Sale	8

3.1	Agreement to sell	8
3.2	Share Sale Agreement	8
3.3	Conditions Precedent	8

4.	Negotiation of agreements	10

4.1	Co-operation	10
4.2	Costs	10

5.	Terms of Transaction Documents	10

5.1	Share Sale Agreement	10
5.2	Merbein Agreement	10
5.3	HwCg Sales and Marketing Agreement	11
5.4	Wine Inventory Agreement	12
5.5	Security Documents	12
5.6	Other Terms	13

6.	Terms of share sale agreement	13

6.1	Purchase Price	13
6.2	Payment of the Purchase Price	13
6.3	Pre-Completion Estimate	14
6.4	Post-Completion Adjustments	14
6.5	Intercompany Balances and Financial Indebtedness	14
6.6	Warranties	14
6.7	Obligations before Completion	14
6.8	Trade marks	15

7.	Timetable	15

8.	Due diligence	15

8.1	Access to materials	15
8.2	Copies of materials	16

9.	Termination	16

10.	Confidentiality and announcements	17

10.1	Terms and subject matter of heads of agreement	17


Minter Ellison \| Ref: THW 30-5726382	Heads of agreement \| page 2

10.2	Return of confidential information	17
10.3	Public Announcements	17
10.4	Termination	18

11.	Further action	18

12.	Dispute resolution	18

13.	GST	18

14.	Governing law and jurisdiction	19

15.	Counterparts	19

Schedule 1 – Transfer Assets		20

Schedule 2 - Merbein Facilities		21

[This schedule is subject to discussion between David Stevenson and Neil MacKenzie]		21

1.	Merbein Facility	21

2.	Transitional Services	21

3.	Share Services	21

Schedule 3 – Warranties		22

Schedule 4 – Limitations		30

1.	Qualifications	30

2.	Acknowledgments	30


3.	No reliance	31

4.	Financial limits on Claims	32

5.	Time limits on Claims	32

6.	Other limits on Claims	33

7.	Maximum aggregate liability for Claims	33

8.	Notice of potential Claim	33

9.	Conduct of third party Claims	34


10.	Rights of the Purchaser	34

11.	Costs indemnity	34

12.	Warranty payments	35

13.	Benefits or credits received by the Company or the Purchaser	35

14.	Trade Practices Act	35

15.	Financial forecasts	35

Signing page		36


Minter Ellison \| Ref: THW 30-5726382	Heads of agreement \| page 3

Details

Date

Parties

Name

Neqtar Limited (a company registered in England & Wales with company number 05581964)

Short form name

Vendor

Notice details

Thremhall, Start Hill, Bishop's Stortford, Hertfordshire, CM22 7TD, England

Facsimile +44 0 1279 873501

Attention: Jim Furze

Name

Saint James Company , [a Nevada Company]

Short form name

Purchaser

Notice details

1117 East Putnam Avenue, Suite 210, Riverside, Connecticut 06878, USA

Facsimile 203-801-9685

Attention: Jake Shapiro

Background

A	The Shares are legally and beneficially owned by the Vendor.

B	Subject to the terms of these heads of agreement, the Vendor has agreed to sell and the Purchaser has agreed to buy (or procure that its nominee buys) the Shares.

C	The parties agree that they will work together to complete the transaction contemplated in these heads of agreement in accordance with the Timetable.

D	These heads of agreement record the basis on which the parties will proceed to negotiate the Transaction Documents.


Minter Ellison \| Ref: THW 30-5726382	Heads of agreement \| page 4

Agreed terms

1.	Defined terms and interpretation

1.1

Defined terms

In these heads of agreement:

Acquisition means the acquisition of the Shares by the Purchaser (or its nominee) as proposed under these heads of agreement.

Business means the business of manufacturing, selling and distributing wine, carried on by Neqtar Wines.

Business Day means a day that is not a Saturday, Sunday or public holiday in Victoria.

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these heads of agreement.

Company means Neqtar Australia Pty Ltd ACN 119 786 408.

Completion means completion of the Share Sale Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosure Letter means the letter entitled “Disclosure Letter” given by the Vendor to the Purchaser on or about the date of this heads of agreement.

Due Diligence Material means the due diligence information and documents provided to the Purchaser in relation to the Company and Neqtar Wines, through a web based data room.

Encumbrance , in relation to any asset, means any right, title, claim, interest, power or remedy held or claimed by any third party in or to that asset (including, but without limitation, under any mortgage, charge, lien, pledge, trust or power).

EU means the European Union.

Final Payment Date means the date which is 12 months and one day after the date of Completion.

First Ranking Charge means the charge over the assets of the Purchaser, the Company and Neqtar Wines in favour of the Purchaser's financiers in relation to the provision of finance to the Purchaser for the Acquisition.

Fosters Contracts means the three contracts between Fosters and Neqtar Wines, being a contract processing contract, a wine supply contract and blending agreement.

Group means the Company and its subsidiaries.

Group Company means one of the Company and its subsidiaries.

HwCg means HwCg Limited, a company incorporated in the United Kingdom (number 01613823).

HwCg Sales and Marketing Agreement means the agreement to be entered into at Completion on the terms set out in clause 5.3.


Minter Ellison \| Ref: THW 30-5726382	Heads of agreement \| page 5

Inventory means all the physical inventory of bulk wine, bottled wine and dry goods, which is owned by Neqtar Wines as at Completion.

Merbein Agreement means the agreement to be entered into at Completion on the terms set out in clause 5.2.

Merbein Facilities means the storage and blending facilities described in item 1 of Schedule 2 of these heads of agreement.

Neqtar Wines means Neqtar Wines Pty Ltd ACN 119 786 373.

Purchase Price means the purchase price for the Shares, as specified in clause 6.1.

Real Properties means any real properties owned or used by any Group Company.

SdS Beverages means SdS Beverages Pty Ltd (ACN 115 465 631).

Security Documents means:

(a)

the deed of charge (and registered mortgage over the Company's real estate) to effect the terms contained in clause 5.5(a)(i); and

(b)

a deed of priority (intercreditor agreement) between the Vendor and the holder of the First Ranking Charge, in respect of the charge referred to in clause 5.5(a)(i).

Share Sale Agreement means the formal share sale agreement to be entered into between the parties under which the Vendor agrees to sell the Shares to the Purchaser and the Purchaser (or its nominee) agrees to purchase the Shares from the Vendor for the Purchase Price.

Shares means all of the shares in the Company.

Sunset Date means 11:59pm 19 January 2009 or such other date as agreed in writing by the parties.

Timetable means the timetable referred to in clause 7.

Transaction Documents means:

(a)

the Share Sale Agreement;

(b)

the Wine Inventory Agreement;

(c)

the Merbein Agreement;

(d)

the HwCg Sales and Marketing Agreement;

(e)

the Security Documents; and

(f)

any other documents ancillary to any of the above.

Warranty means each of the representations and warranties to be given by the Vendor under these heads of agreement and under the Share Sale Agreement.

Wine Inventory means the Inventory to the extent it comprises bulk wine and bottled wine.

Wine Inventory Agreement has the meaning given in clause 5.4(c).

Wine Inventory Cost Forecast means the forecasts used by the Vendor to determine the cost price of the Wine Inventory, which will be provided to the Purchaser as part of the Due Diligence Material

1.2

Interpretation

In these heads of agreement, except where the context otherwise requires:


Minter Ellison \| Ref: THW 30-5726382	Heads of agreement \| page 6