▇▇▇▇▇▇▇▇ RANCH WINERY
This agreement is made between ▇▇▇▇▇▇▇▇ Ranch Winery, whose address is ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ and Knightsbridge Fine Wines, whose address
is ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and consists of the following:
1. As of JunE 1, 2003 Knightsbridge Fine Wines shall become A 50% membership
interest owner in ▇▇▇▇▇▇▇▇ Ranch LLC.
2. Knightsbridge Fine Wines shall issue its common stock shares from Treasury
to ▇▇▇▇▇▇▇▇ Ranch LLC shareholders, on or before June 1,2003.
3. As stated in the attached agreement dated May 15,2003, Knightsbridge Fine
Wines has agreed to contribute and transfer all contracts and ownership
interest in Stonegate Wines Brands, finished goods, and bulk wine.
4. ▇▇▇▇▇▇▇▇ Ranch Winery shall use its best efforts to timely transfer the
legal ownership of the winery and attached 72 acres from ▇▇▇▇▇▇▇▇ Cattle to
▇▇▇▇▇▇▇▇ Ranch LLC.
5. ▇▇▇▇▇▇▇▇ Ranch Winery shall make all transfers reflect the best possible
tax position for each party involved.
6. The value agreed upon between ▇▇▇▇▇▇▇▇ Ranch Winery and Knightsbridge Fine
Wines for the assets, which include inventory, equipment, acreage and
winery building to be $40,000,000.00.
7. All brands sold wholesale by ▇▇▇▇▇▇▇▇ Ranch Winery including but not
limited to ▇▇▇▇▇▇▇▇ Ranch, ▇▇▇▇▇▇▇▇ Canyon, Soscol Ridge and Stonegate
shall be sold from ▇▇▇▇▇▇▇▇ Ranch LLC to Knightsbridge Fine Wines at a 30%
discount to agreed upon FOB.
8. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accepts his nomination to the Board of Directors to
Knightsbridge Fine Wines (Parent Company).
9. Knightsbridge Fine Wines shall continue all its capital raising efforts to
the mutual benefit of the Parent Company and ▇▇▇▇▇▇▇▇ Ranch LLC.
10. Both parties assume the first right of refusal to buyout the other party
should they decide to sell their membership interest.
▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ . (▇▇▇)▇▇▇-▇▇▇▇ . Fax(707)▇▇▇-▇▇▇▇
11. All financings that are conducted at the ▇▇▇▇▇▇▇▇ Ranch Winery will require
mutual signatures by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or his assignee, and Knightsbridge
Fine Wines, or its assignee.
This Agreement shall be binding on both parties. Both parties agree to make
reasonable efforts to make all requisite title transfers, contracts, security
interests etc. in a timely reasonable manner.
/s/ 5-15-03
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Managing Member
▇▇▇▇▇▇▇▇ Ranch LLC
/s/
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Managing Member
▇▇▇▇▇▇▇▇ Ranch LLC
/s/
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▇▇▇▇ ▇▇▇▇▇▇▇, Chairman
Knightsbridge Fine Wines
