Debt Restructuring Agreement

EXHIBIT 10.1









DEBT RESTRUCTURING AGREEMENT





This DEBT RESTRUCTURING AGREEMENT (the "Agreement") is entered into as of January 11, 2008 by and between Sapphire Developments Limited, a Belize corporation ("Sapphire"), Atlantic Wine Agencies, Inc., a Florida corporation ("Atlantic") and Fairhurst Properties S.A., a B.V.I. corporation ("Fairhurst"). Sapphire and Fairhurst shall sometimes be referred to herein as the "Parties."



WHEREAS , Sapphire loaned One Million Two Hundred Fifty-Nine thousand Eight Hundred Sixty-Three U.S. Dollars ($1,259,863) plus interest of 5% compounded on an annualized basis to Atlantic the aggregate principal and interest of which is equal to One Million Three Hundred Eighty-Eight Thousand Nine Hundred Ninety-Nine U.S. Dollars ($1,388,999). Such loan is evidenced in the form of the promissory note attached hereto as Exhibit A ("Promissory Note ?);



WHEREAS , Sapphire has agreed to terminate the Promissory Note in exchange for the consideration contemplated in this Agreement and subject to the terms and conditions set forth herein; and



WHEREAS , the Parties hereto desire that mutual releases be executed by each as additional consideration to the assignment referred to herein.



NOW, THEREFORE , in consideration of the covenants and agreements contained herein, and for One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Termination of Promissory Note . Upon the satisfaction of all conditions of this Agreement and in exchange for the consideration found herein, Sapphire shall consider the Promissory Note null and void.



2. Consideration . Consideration for this Agreement is as follows:



(a) Atlantic shall pay Three Million Two Hundred Thousand South African Rand (R$3,200,000) to Sapphire with the first payment of One Million Two Hundred Thousand South African Rand (R$1,200,000) on the date of signing of this Agreement and all related agreement and the remaining Two Million South African Rand (R$2,000,000) on or before the Closing Date (collectively, "Atlantic Payment").


(b) Atlantic shall issue 26,699,950 shares of Atlantic common stock ("Sapphire Shares") to Sapphire and such Shares shall be held in escrow held in Escrow by Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP pursuant to the form of Escrow Agreement attached hereto as Exhibit B ("Escrow Agreement"). Sapphire shall also enter into the Voting Agreement in the form attached hereto as Exhibit C ("Voting Agreement") whereby Sapphire shall grant limited voting rights over all Atlantic shares of common stock held by it or affiliates of Sapphire.


(b) Atlantic shall issue a promissory note to Fairhurst in the amount of approximately $400,000 without interest and maturing on January 11, 2009 (" Fairhurst Note ?) in the form attached hereto as Exhibit D ;


(c) Each of Sapphire and Fairhurst shall execute mutual releases in the forms attached hereto as Exhibit E and Exhibit F , respectively;


(d) Fairhurst shall ensure that Adam Mauerberger remain as the Chief Executive Officer of Atlantic until such time that a material merger or share exchange occurs ("Atlanti ...