AMENDED AND RESTATEDAGREEMENT

Exhibit 10.7

AMENDED AND RESTATED AGREEMENT

This Amended and Restated Agreement (the “Agreement”) is made and entered into effective as of February 1, 2014 (the “Effective Date”), by and between Snake River Vineyards, a partnership, hereinafter referred to as “Grower” and Tree Top, Inc., a Washington corporation, hereinafter referred to as “Tree Top”, both of whom are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

Amendment of Prior Agreement: This Agreement amends and restates, in its entirety, that certain Agreement dated effective as of August 1, 2007, along with any other prior agreement between the Parties. This Agreement, including any amendments made in accordance herewith, shall be the sole and exclusive agreement between the Parties relating to the subject matter hereof on and after the Effective Date.

BACKGROUND: Grower is engaged in the business of Concord grape (“Grape”) production; and Tree Top is in the business of producing fruit juices. Tree Top desires to purchase Grower’s entire Grape production on a yearly basis for five consecutive years, commencing with the execution hereof (crop year 2014), subject to certain exclusions and with provision for renewals, all as set forth herein.

NOW, THEREFORE, in consideration of the foregoing background, which is incorporated herein by this reference and made a substantive part hereof, and the mutual covenants and conditions hereinafter contained, the Parties agree as follows:

Variety and Tonnage: Concord Grapes (historical average tonnage 22,600, to be reduced in accordance with the reduced acreage described above)

Acres of variety: Currently approximately 2,383 acres, including approximately 110 acres of organic Grapes, to be reduced over five years as described above.

Brix: Minimum of fifteen (15) brix up to a maximum of twenty (20) brix.

6.1      At any time prior to the date of termination as set forth in paragraph 5, the Parties may mutually terminate this Agreement, provided that such mutual agreement to terminate is in writing and signed by authorized signatories for Grower and Tree Top.

6.2      Either Party shall have the right to terminate this Agreement in the event the other Party breaches any material representation or warranty contained herein, or fails to perform any material obligation contained in this Agreement and, after furnishing the other Party with a twenty (20) day written notice to cure, such breach has not been remedied.

6.3      If either Party becomes insolvent, files bankruptcy, or a petition for bankruptcy is filed against it which is not vacated within ten (10) days, or if either Party should become subject to a receivership proceeding, the other Party shall have the option to immediately terminate this Agreement.

6.4      If, in the exercise of good faith and in the reasonable judgment of either Party, any event occurs, which would have a material adverse effect on the business, financial condition, or property of the other Party, or which would have a material adverse effect on the Party’s ability to fulfill its obligations hereunder, either Party may immediately terminate this Agreement.

6.5      Tree Top may terminate this Agreement in the event that the finished goods that are produced by Tree Top from the Grapes produced by the Grower are not in compliance with or violate the current or future federal, state or local laws.

7.1      Grower warrants and guarantees the quantity and quality of the Grapes according to the agreed varieties, sizes, and timing consistent with Tree Top’s specifications.

7.2      Grower warrants and guarantees it has full authority and right to market and sell the Grapes described herein to Tree Top, and that if any person, business entity or third party brings any claim or asserts any right to said Grapes, Grower shall fully indemnify and hold Tree Top harmless not only for the claim and whatever said claim may entail, but also for any and all expenses Tree Top incurs in defending against said claim and whatever said claim may entail. This duty to indemnify and hold Tree Top harmless for all claims and whatever said claim may entail, but also for expenses is effective even if a legal claim is not filed against the Grower and/or Tree Top.

7.3      Grower warrants and guarantees that the produce sold to Tree Top is not adulterated within the meaning of any applicable law from any cause and has not been treated with any economic poison as defined in the United States Federal Insecticide, Fungicide and Rodenticide Act, other than those approved by the U.S. Environmental Protection Agency and applicable state regulations for the use on the commodity listed herein.

7.4      Grower also warrants and guarantees that all pesticides applied are registered and recommended dosage has been followed for the Grapes purchased.

7.5      In addition to the above guarantees, Grower further warrants and guarantees that any and all products sold to Tree Top have not been treated with Daminozide (Alar).

7.6      If requested to do so by Tree Top, Grower agrees to provide detailed written evidence of all pesticide / other applications applied to the crop in question during the growing season.

7.7      Grower hereby agrees to indemnify, defend and hold harmless Tree Top, its officers, directors, employees, agents and affiliates from and against any and all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses, causes of action, judgments and fees (including court costs, attorneys’ fees, costs of investigation, penalties, interest, and amounts paid in settlements) of any nature, kind or description or any person or entity not a party to this agreement (“Claims”), arising out of, or alleged to have arisen out of (in whole or in part): (i) Grower’s performance of this Agreement, (ii) the material breach by Grower of the representations or warranties contained herein, (iii) the negligence, misfeasance or nonfeasance, or misconduct of Grower or any of its agents, contractors, servants or employees, but excepting any such Claim caused by the negligence or fault of Tree Top, in which case Tree Top shall be responsible for its proportionate share, and shall indemnify, defend, and hold harmless the Grower in that regard, or (iv) any act of Grower outside the scope of its authority under this Agreement. Without limiting the generality of the foregoing, in the event of a breach of Grower’s obligations contained in Paragraphs 7.4, 7.5 and 7.6 or any other failure of the Grapes to meet Tree Top’s specifications, Tree Top may refuse to accept delivery of any portion or the entire crop or dispose of any such Grapes previously delivered at Grower’s cost and Tree Top shall have no obligation to pay for said crop.

9.1      All Grapes will be delivered to Tree Top less than eight hours following harvest in containers approved by Tree Top, unless both Parties agree otherwise.

9.2      All Grapes will be harvested only in clean, inert, or plastic lined bins of a specified size or such other container approved by Tree Top.

9.3      The Grower will add liquid sulfur dioxide to machine harvested fruit at the time of harvest only if desired by Tree Top. The sulfur dioxide and specific instructions in regard to addition levels and methodology are the responsibility of Tree Top.

9.4      The Grower agrees to supply to Tree Top upon request full and complete information regarding fertilization and management history for the particular vineyard and/ or block(s) applicable to this Agreement.

9.5      If Grower harvests organic Grapes, such organic Grapes will be harvested and delivered to Tree Top in a single block.

12.1      Each Party recognizes that in the course of executing their duties under this Agreement, they may need to disclose to the other Party confidential and proprietary information. Therefore, any prior confidentiality agreements executed between the Parties are expressly incorporated herein by this reference. Further, all confidential and proprietary information, including but not limited to, technical know-how, specifications, quality standards, formulas, instructions, procedures and manufacturing processes which Grower may disclose to Tree Top, or which Tree Top may disclose to Grower, or to any employee, agent or representative of Tree Top or Grower, shall be received and retained by the receiving Party and its employees, agents and representatives on a strictly confidential basis and may not be disclosed to any third party without the prior written consent of the disclosing Party (other than to the receiving Party’s employees, officers, directors, agents, counsel and other professional advisers whose duties require access to such information).

12.2      All confidential and proprietary information shall be and remain the exclusive property of the disclosing Party and shall be returned by the receiving Party to disclosing Party upon the disclosing Party’s request, or upon the termination of this Agreement.

12.3      The obligations of confidentiality and non-disclosure set forth in Paragraph 12.1 hereof shall not apply to information:

(a)      which the receiving Party can demonstrate by written records was previously known to it;

(b)      which is, or becomes, public knowledge through no fault or omission attributable to the receiving Party;

(c)      which is lawfully obtained from a third party not under any obligation of confidentiality to the disclosing Party; or

(d)      which is required by law, regulation or order to be disclosed.

12.4       Notwithstanding anything to the contrary herein, and without limiting the generality of the foregoing exceptions, Tree Top hereby consents to the use of its name and a description of this Agreement in connection with Grower’s or its assign’s (a) public disclosure obligations under the federal and state securities laws, including but not limited to the filing of this Agreement as an exhibit to any registration statement filed with the U.S, Securities and Exchange Commission and (b) marketing efforts with respect to a public offering of its securities.

12.5       Notwithstanding anything to the contrary herein, the obligations set forth in this Paragraph 11 shall survive after the termination of this Agreement.

IN WITNESS WHEREOF, the Parties have set their hands and seals the day and year first above written.