RESIGNATION AGREEMENT AND GENERAL RELEASE

RESIGNATION AGREEMENT AND GENERAL RELEASE

This Resignation Agreement and General Release (the “Agreement” or the “Release”) is entered into by and between The Saint Xxxxx Company, a North Carolina corporation (the “Company”), and Xxxxx X. Xxxxxxxx (“Xx. Xxxxxxxx”) as of the later of the dates on which the Company and Xx. Xxxxxxxx have executed this Agreement.

I.

RECITALS

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

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

II.

AGREEMENTS

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

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2.2 Payment. The Company shall tender to Xx. Xxxxxxxx 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 Xx. Xxxxxxxx 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 Xx. Xxxxxxxx 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 Xx. Xxxxxxxx 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 Xx. Xxxxxxxx in his status as an independent contractor. Xx. Xxxxxxxx agrees to file the relevant tax returns timely for the 2008 calendar year and to include such payment in his gross, reportable income. Further, Xx. Xxxxxxxx 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. Xx. Xxxxxxxx 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, Xx. Xxxxxxxx, on his own behalf, and on behalf of Xx. Xxxxxxxx’x 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 Xx. Xxxxxxxx may have based on, or pertaining to Xx. Xxxxxxxx’x employment with or termination by the Company. This Release includes, but is not limited to, any claims that Xx. Xxxxxxxx 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 includes any claim for intentional or negligent infliction of emotional distress, wrongful discharge, violation of any public policy, statute, or common law obligation, breach of any implied or express contract between the Company and Xx. Xxxxxxxx, or any policy of the Company, or any remedy (including any costs, fees, or other expenses) for any such claim or breach. Xx. Xxxxxxxx understands that this Release covers claims Xx. Xxxxxxxx knows about and claims about which he may have no or limited knowledge.

2.4 Claims Not Affected by Release. This Agreement does not release rights that cannot be released by private agreement, including but not limited to Xx. Xxxxxxxx’x right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board (the “NLRB”), or similar state or local agencies in connection with any claim that Xx. Xxxxxxxx believes he may have against the Company. However, by executing this Agreement, Xx. Xxxxxxxx hereby waives the right to recover in any proceeding he may bring before the EEOC, the NLRB or any agency or in any proceeding brought by the EEOC, the NLRB or any agency on Xx. Xxxxxxxx’x behalf. Finally, this Agreement does not waive any rights or claims that Xx. Xxxxxxxx may have under the Age Discrimination in Employment Act which arise after the date Xx. Xxxxxxxx signs this Agreement.

2.5 Agreement not to Xxx/Warranty of Non-Assignment. Xx. Xxxxxxxx covenants never to file a lawsuit, charge, or grievance against the Company or any of the Released Parties asserting any claims that are released in paragraph 2.3 above. Xx. Xxxxxxxx warrants that he has not assigned to any other person or entity any of the claims that are the subject of paragraph 2.3 above.

2.6 The Company’s Property. On or before the Termination Date, Xx. Xxxxxxxx shall return to the Company all physical property of any kind of the Company in his possession, including, without limitation, directories, documents, lists of any kind, rolodexes, files, and materials.

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2.7 Trade Secrets and Confidential Information. From and after the Termination Date, Xx. Xxxxxxxx shall not divulge to any other person, firm, corporation, or legal entity any “confidential information” pertaining to the Company. “Confidential Information” means information or materials related to the Company’s (or any affiliates) current or prospective business and affairs that (a) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use thereof and (b) is the subject of efforts by the Company or its affiliates that are reasonable under the circumstances to maintain the secrecy of the information. Confidential Information includes, but is not limited to (1) financial and business information, both historic and prospective, (2) specific business concepts, including proposed business and financial structures and partner relationships and business strategies, and (3) any and all other information related to the business of the Company, both historic and prospective, whether technical or non-technical.

2.8 No Solicitation. For a period of twelve (12) calendar months following the Termination Date, Xx. Xxxxxxxx shall not (a) directly or indirectly for his benefit or for the benefit of any other person, firm, or corporation, divert, take away, solicit, or attempt to divert, take away, or solicit any existing or prospective business opportunity of the Company or (b) disrupt, damage, impair, or interfere with the current or prospective business of the Company in any manner.

2.9 Derogatory Information. Following the Termination Date, Xx. Xxxxxxxx shall not publish or disseminate information derogatory to the Company or its prospective business, senior executives, or directors, whether such information was acquired by Xx. Xxxxxxxx prior or subsequent to the Termination Date.

2.10 Consequences of Xx. Xxxxxxxx’x Breach of His Covenants. Xx. Xxxxxxxx will pay for all costs incurred by any of the Released Parties, including reasonable attorneys’ fees, in defending against Xx. Xxxxxxxx’x claim or in enforcing Xx. Xxxxxxxx’x covenants.

2.11 Severability. Should any part of this Agreement be declared invalid, void, or unenforceable, all remaining parts shall remain in full force and effect and shall in no way be invalidated or affected.

2.12 Future Employment. Xx. Xxxxxxxx waives any rights to future employment with the Company.

2.13 No Admission by Either Party. The parties mutually acknowledge that each is entering into this Agreement only for the reasons stated herein and, that by doing so, neither admits any liability to the other for any breach of any legal or contractual obligation to the other.

2.14 Governing Law. This Agreement and its enforceability shall be construed in accordance with the laws of the State of Arizona.

2.15 Xx. Xxxxxxxx’x Rights to Seek Advice and to Review and Revoke this Agreement.

a. Review Period. Xx. Xxxxxxxx has been given a period of forty-five days to consider whether to sign this Agreement. Xx. Xxxxxxxx can use as much or little of this period as Xx. Xxxxxxxx chooses. Xx. Xxxxxxxx has freely elected to execute this Agreement on the date set forth below.

b. Attorney Advice. Xx. Xxxxxxxx has been advised of the opportunity to consult with an attorney before execution of this Agreement.

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c. Revocation Period. This Agreement may be revoked for a period of seven days after Xx. Xxxxxxxx signs it. Revocation must be made by delivery of written notice of revocation to The Saint Xxxxx Company, c/o Xxxxxxx X. Xxxx, 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000. For the revocation to be effective, written notice must be received no later than the close of business on the seventh calendar day after Xx. Xxxxxxxx signs this Agreement. If Xx. Xxxxxxxx revokes this Agreement, it shall not be effective in any respect and the Company shall have no obligation to provide any of the payments described in this Agreement. If Xx. Xxxxxxxx does not revoke this Agreement in accordance with this subparagraph c, it shall be enforceable and irrevocable except by mutual agreement of the parties hereto, executed in writing.

2.17 Entire Agreement/Modifications. All of the terms, provisions and conditions agreed on by the parties hereto with respect to the subject matter hereof are expressed in the Agreement, and, except as contained in the Agreement, there are no other future understandings between the parties, and all previous Agreements or understandings are of no further force or effect. No promise by any employee, officer, partner, attorney, or agent of any party that is not expressly contained in the Agreement shall be binding or valid on that party. Any modifications, alterations or amendments to the Agreement shall be void and of no force or effect unless in writing and signed by all parties hereto.

XX. XXXXXXXX ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND IS VOLUNTARILY ENTERING INTO IT WITH THE INTENTION OF RELINQUISHING ALL CLAIMS AND RIGHTS OTHER THAN THOSE SET FORTH HEREIN.

THE SAINT XXXXX COMPANY     By:  /s/ Xxxxx Xxxxxxxxx                                Xxxxx Xxxxxxxxx Director and authorized signatory Dated: September 18, 2008       /s/ Xxxxx X. Xxxxxxxx                         XXXXX X. XXXXXXXX   Dated: September 18, 2008

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