Exhibit 10.5


THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE
PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


SERIES A-1 WARRANT
TO PURCHASE


SHARES OF SERIES A CONVERTIBLE PRERFERRED STOCK


OF


NASCENT WINE COMPANY, INC.


Expires July 3, 2010


No.: W-A-1-07-     

Date of Issuance: July 3, 2007

Number of Series A Preferred Shares:                        


FOR VALUE
RECEIVED, the undersigned, Nascent Wine Company, Inc., a Nevada corporation
(together with its successors and assigns, the “Issuer”), hereby
certifies that                                                               
or its registered assigns is entitled to subscribe for and purchase, during the
Term (as hereinafter defined), up to                                      
(            )
shares (subject to adjustment as hereinafter provided) of the duly authorized,
validly issued, fully paid and non-assessable Series A Convertible Preferred
Stock of the Issuer (the “Series A Preferred Stock”), at an exercise
price per share equal to the Warrant Price then in effect, subject, however, to
the provisions and upon the terms and conditions hereinafter set forth.  The designation, rights, preferences and
other terms and provisions of the Series A Convertible Preferred Stock are set
forth in the Certificate of Designation of the Relative Rights and Preferences
of the Series A Convertible Preferred Stock attached hereto as Exhibit A
(the “Certificate of Designation”). 
Capitalized terms used in this Warrant and not otherwise defined herein
shall have the respective meanings specified in Section 5 hereof.


1.             Term.  The term of this Warrant shall commence on
July 3, 2007 and shall expire at 6:00 p.m., eastern time, on July 3, 2010 (such
period being the “Term”).


2.                                       Method
of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.



 1
 









 


(a)           Time of Exercise; Automatic
Exercise Date.  The purchase rights
represented by this Warrant may be exercised in whole or in part during the
Term.  On such date (i) the Board of
Directors of the Issuer consents to an acquisition (a “Potential Acquisition”)
by the Company, in accordance with Section 3.26 of the Purchase Agreement, and
(ii) the Holder consents to the Potential Acquisition, using its good faith
business judgment (each, an “Automatic Exercise Date”), all or a portion
of the Warrant shall automatically and without any action on the part of the
Holder be exercised for the Warrant Stock; provided, however,
that only that portion of the Warrant must be exercised which has an aggregate
Warrant Price equal to the consideration needed to fund the Potential
Acquisition; provided, however, that if only a portion of the
Warrant is exercised pursuant to this Section 2(a), the Term of the Warrant
shall continue in accordance with Section 1 hereof.


(b)           Method of Exercise.  The Holder hereof may exercise this Warrant,
in whole or in part, by delivering the exercise form attached hereto duly
executed at the principal office of the Issuer, and by the payment to the
Issuer of an amount of consideration therefor equal to the Warrant Price in
effect on the date of such exercise multiplied by the number of shares of
Warrant Stock with respect to which this Warrant is then being exercised,
payable by certified or official bank check or by wire transfer to an account
designated by the Issuer.  The Issuer
shall file the Certificate of Designation with the Secretary of State of the
State of Nevada promptly upon the initial exercise of this Warrant by the
Holder.


(c)           Issuance of Series A Preferred
Stock Certificates.  In the event of
any exercise of this Warrant in accordance with and subject to the terms and
conditions hereof, certificates for the shares of Warrant Stock so purchased
shall be dated the date of such exercise and delivered to the Holder hereof
within a reasonable time, not exceeding five (5) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise.  The Holder shall deliver this
original Warrant, or an indemnification undertaking with respect to such
Warrant in the case of its loss, theft or destruction, at such time that this
Warrant is fully exercised.  With respect
to partial exercises of this Warrant, the Issuer shall keep written records for
the Holder of the number of shares of Warrant Stock exercised as of each date
of exercise.


(d)           Transferability of Warrant.  Subject to Section 2(f) hereof, this Warrant
may be transferred by a Holder, in whole or in part, without the consent of the
Issuer.  If transferred pursuant to this
paragraph, this Warrant may be transferred on the books of the Issuer by the
Holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant at the principal office of the Issuer, properly endorsed (by the Holder
executing an assignment in the form attached hereto) and upon payment of any
necessary transfer tax or other governmental charge imposed upon such
transfer.  This Warrant is exchangeable
at the principal office of the Issuer for Warrants to purchase the same
aggregate number of shares of Warrant Stock, each new Warrant to represent the
right to purchase such number of shares of Warrant Stock as the Holder hereof
shall designate at the time of such exchange. 
All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.


(e)           Continuing Rights of Holder.  The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the



 2
 









 


extent, if any, of
its continuing obligation to afford to such Holder all rights to which such
Holder shall continue to be entitled after such exercise in accordance with the
terms of this Warrant, provided that if any such Holder shall fail to
make any such request, the failure shall not affect the continuing obligation
of the Issuer to afford such rights to such Holder.


(f)            Compliance with Securities Laws.


(i)            The Holder of this Warrant, by
acceptance hereof, acknowledges that this Warrant and the shares of Warrant
Stock to be issued upon exercise hereof are being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any shares of Warrant Stock to be issued upon exercise hereof
except pursuant to an effective registration statement, or an exemption from
registration, under the Securities Act and any applicable state securities
laws.


(ii)           This Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following form:


THIS WARRANT AND THE
SHARES OF SERIES A CONVERTIBLE
PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS
OF ANY STATE.  THESE SECURITIES ARE
RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT AND MAY
NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN
CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN
EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED.


(g)           Accredited Investor Status.  In no event may the Holder exercise this
Warrant in whole or in part unless the Holder is an “accredited investor” as
defined in Regulation D under the Securities Act.



 3
 









 


3.             Stock Fully Paid; Reservation
and Listing of Shares; Covenants.


(a)           Stock Fully Paid.  The Issuer represents, warrants, covenants
and agrees that all shares of Warrant Stock which may be issued upon the
exercise of this Warrant or otherwise hereunder will, when issued in accordance
with the terms of this Warrant, be duly authorized, validly issued, fully paid
and non-assessable and free from all taxes, liens and charges created by or
through the Issuer.  The Issuer further
covenants and agrees that during the period within which this Warrant may be
exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issuance upon exercise of this Warrant a number of authorized
but unissued shares of Series A Preferred Stock equal to at least one hundred
(100%) percent of the number of shares of Series A Preferred Stock issuable
upon exercise of this Warrant.


(b)           Reservation.  If any shares of Series A Preferred Stock
required to be reserved for issuance upon exercise of this Warrant or as
otherwise provided hereunder require registration or qualification with any
Governmental Authority under any federal or state law before such shares may be
so issued, the Issuer will in good faith use its best efforts as expeditiously
as possible at its expense to cause such shares to be duly registered or
qualified.


(c)           Covenants.  The Issuer shall not by any action including,
without limitation, amending the Articles of Incorporation or the by-laws of
the Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder hereof.  Without limiting the generality of the
foregoing, the Issuer will (i) not amend or modify any provision of the
Articles of Incorporation or by-laws of the Issuer in any manner that would
adversely affect the rights of the Holders of the Warrants, (ii) take all such action
as may be reasonably necessary in order that the Issuer may validly and legally
issue fully paid and nonassessable shares of Series A Preferred Stock, free and
clear of any liens, claims, encumbrances and restrictions (other than as
provided herein) upon the exercise of this Warrant, and (iii) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.


(d)           Loss, Theft, Destruction of
Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the right to purchase the same number of shares of Series A Preferred Stock.


(e)           Payment of Taxes.  The Issuer will pay any documentary stamp
taxes attributable to the initial issuance of the Warrant Stock issuable upon
exercise of this Warrant; provided, however, that the Issuer
shall not be required to pay any tax or taxes which may be payable in



 4
 









 


respect of any
transfer involved in the issuance or delivery of any certificates representing
Warrant Stock in a name other than that of the Holder in respect to which such
shares are issued.


4.             Intentionally Omitted.


5.             Definitions.  For the purposes of this Warrant, the
following terms have the following meanings:


“Articles of
Incorporation” means the Articles of Incorporation of the Issuer as in
effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and
thereof and pursuant to applicable law.


“Automatic
Exercise Date” shall have the meaning set forth in Section 2(a).


“Board” shall mean
the Board of Directors of the Issuer.


“Capital Stock”
means and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.


“Common Stock”
means the Common Stock, $0.001 par value per share, of the Issuer and any other
Capital Stock into which such stock may hereafter be changed.


“Governmental
Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.


“Holders”
mean the Persons who shall from time to time own any Warrant.  The term “Holder” means one of the Holders.


“Issuer”
means Nascent Wine Company, Inc., a Nevada corporation, and its successors.


“Majority
Holders” means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the time
outstanding.


“Original Issue
Date” means July     , 2007.


“OTC Bulletin
Board” means the over-the-counter electronic bulletin board.


“Person” means an
individual, corporation, limited liability company, partnership, joint stock
company, trust, unincorporated organization, joint venture, Governmental



 5
 









 


Authority or other entity of whatever nature.


“Purchase
Agreement” means the Series A Convertible Preferred Stock Purchase
Agreement dated as of July    , 2007, among the Issuer and
the Purchasers.


“Purchasers”
means the purchasers of the Series A Convertible Preferred Stock and the
Warrants issued by the Issuer pursuant to the Purchase Agreement.


“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute
then in effect.


“Subsidiary”
means any corporation at least 50% of whose outstanding Voting Stock shall at
the time be owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.


“Term” has
the meaning specified in Section 1 hereof.


“Trading Day”
means (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as
reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices); provided,
however, that in the event that the Common Stock is not listed or quoted
as set forth in (a) or (b) hereof, then Trading Day shall mean any day except
Saturday, Sunday and any day which shall be a legal holiday or a day on which
banking institutions in the State of New York are authorized or required by law
or other government action to close.


“Voting Stock”
means, as applied to the Capital Stock of any corporation, Capital Stock of any
class or classes (however designated) having ordinary voting power for the
election of a majority of the members of the Board of Directors (or other
governing body) of such corporation, other than Capital Stock having such power
only by reason of the happening of a contingency.


“Warrants”
means the Warrants issued and sold pursuant to the Purchase Agreement,
including, without limitation, this Warrant, and any other warrants of like
tenor issued in substitution or exchange for any thereof pursuant to the
provisions hereof.


“Warrant Price”
means $0.40.


“Warrant Share
Number” means at any time the aggregate number of shares of Warrant Stock
which may at such time be purchased upon exercise of this Warrant, after giving
effect to all prior adjustments and increases to such number made or required
to be made under the terms hereof.


“Warrant Stock”
means the shares of Series A Preferred Stock issuable upon exercise of any
Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.



 6
 









 


6.             Amendment and Waiver.  Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such
amendment or waiver shall reduce the Warrant Share Number, increase the Warrant
Price, shorten the period during which this Warrant may be exercised or modify
any provision of this Section 6 without the consent of the Holder of this
Warrant.  No consideration shall be
offered or paid to any person to amend or consent to a waiver or modification
of any provision of this Warrant unless the same consideration is also offered
to all holders of the Warrants.


7.             Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York,
without giving effect to any of the conflicts of law principles which would
result in the application of the substantive law of another jurisdiction.  This Warrant shall not be interpreted or
construed with any presumption against the party causing this Warrant to be
drafted.  The Issuer and the Holder agree
that venue for any dispute arising under this Warrant will lie exclusively in
the state or federal courts located in New York County, New York, and the
parties irrevocably waive any right to raise forum non
conveniens or any other argument that New York is not the proper
venue.  The Issuer and the Holder
irrevocably consent to personal jurisdiction in the state and federal courts of
the state of New York.  The Issuer and
the Holder consent to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under this Warrant and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing in this Section 7 shall affect or
limit any right to serve process in any other manner permitted by law.  The Issuer and the Holder hereby agree that
the prevailing party in any suit, action or proceeding arising out of or
relating to this Warrant or the Purchase Agreement shall be entitled to
reimbursement for reasonable legal fees from the non-prevailing party.  The parties hereby waive all rights to a
trial by jury.


8.             Notices.  Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or (b) on the
second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. 
The addresses for such communications shall be:


	
  If to the Issuer:

  	
   

  	
  Nascent Wine Company, Inc.

  
	
   

  	
   

  	
  2355 Paseo de las Americas

  
	
   

  	
   

  	
  San Diego, California 92154

  
	
   

  	
   

  	
  Attention: Sandro Piancone

  
	
   

  	
   

  	
  Tel. No.: (619) 661-0458

  
	
   

  	
   

  	
  Fax No.: (619) 661-9735

  



 



 7















 


with copies (which copies

shall not constitute notice)


	
  to:

  	
   

  	
  The Law Offices of Gary A. Agron

  
	
   

  	
   

  	
  5445 DTC Parkway

  
	
   

  	
   

  	
  Suite 520

  
	
   

  	
   

  	
  Greenwood Village, CO 80111

  
	
   

  	
   

  	
  Attention: Gary A. Agron

  
	
   

  	
   

  	
  Tel. No.: (303) 770-7254

  
	
   

  	
   

  	
  Fax No.: (303) 770-7257

  
	
   

  	
   

  	
   

  
	
  If to any Holder:

  	
   

  	
  At the address of such Holder set forth in the
  Purchase Agreement.

  
	
   

  	
   

  	
   

  
	
  with copies (which copies

  	
   

  	
   

  
	
  shall not constitute notice)

  	
   

  	
   

  
	
  to:

  	
   

  	
  Kramer Levin Naftalis & Frankel LLP

  
	
   

  	
   

  	
  1177 Avenue of the Americas

  
	
   

  	
   

  	
  New York, New York 10036

  
	
   

  	
   

  	
  Attention: Christopher S. Auguste

  
	
   

  	
   

  	
  Tel. No.: (212) 715-9100

  
	
   

  	
   

  	
  Fax No.: (212) 715-8000

  



 


Any party hereto may from time to time change its
address for notices by giving written notice of such changed address to the
other party hereto.


9.             Warrant Agent.  The Issuer may, by written notice to each
Holder of this Warrant, appoint an agent having an office in New York, New York
for the purpose of issuing shares of Warrant Stock on the exercise of this
Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such agent.


10.           Remedies.  The Issuer stipulates that the remedies at
law of the Holder of this Warrant in the event of any default or threatened
default by the Issuer in the performance of or compliance with any of the terms
of this Warrant are not and will not be adequate and that, to the fullest
extent permitted by law, such terms may be specifically enforced by a decree
for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.


11.           Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders
of Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.



 8
 









 


12.           Modification and Severability.  If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision
hereof is found to be unenforceable, then such provision shall be deemed
modified to the extent necessary to make it enforceable by such court or
agency.  If any such provision is not
enforceable as set forth in the preceding sentence, the unenforceability of
such provision shall not affect the other provisions of this Warrant, but this
Warrant shall be construed as if such unenforceable provision had never been
contained herein.


13.           Headings.  The headings of the Sections of this Warrant
are for convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.


14.           Demand Registration Rights.


(a)           The Majority Holders may make a
written request to the Issuer (a “Demand Notice”) for registration under
the Securities Act (a “Demand Registration”), pursuant to this Section
14 of all of its shares of Common Stock issuable upon conversion of the Warrant
Stock issuable upon exercise of this Warrant (the “Registrable Securities”);
provided, however, that the Issuer shall not be obligated to
effect more than two Demand Registrations pursuant to this Section 14 (which
registration shall be made on Form SB-2, or a successor form thereto, if
available for use by the Issuer).  The
Issuer shall use its reasonable best efforts to file a registration statement
under the Securities Act providing for the resale of all of the Registrable
Securities within thirty (30) days following delivery of the Demand Notice (the
“Filing Date”) and have it declared effective within ninety (90) days
following delivery of the Demand Notice (the “Effectiveness Date”).  The Issuer agrees to use its reasonable best
efforts to keep any such registration statement continuously effective for
resale of the Registrable Securities for so long as the Majority Holders shall
request, but in no event shall the Issuer be required to maintain the
effectiveness of such registration statement later than the date that the
Registrable Securities may be offered for resale to the public pursuant to Rule
144(k) (the “Effectiveness Period”).


(b)           The
Majority Holders may, at any time prior to the effective date of the
registration statement relating to such registration, revoke such request by
providing a written notice to the Issuer revoking such request.  If the Majority Holders shall revoke any
demand for registration or such Demand Registration otherwise fails to become
effective as a result of any action or inaction by such Majority Holders, the
Majority Holders shall count such revoked demand as one completed demand for
registration pursuant to this Section 14.


(c)           A
Demand Registration requested pursuant to this Section 14 will not be deemed to
have been effected unless the registration statement relating thereto has
become effective under the Securities Act and remained effective for a period
of ninety (90) days following the effective date of such registration
statement.


(d)           The
Issuer and the Holder agree that the Holder will suffer damages if the
registration statement is not filed on or prior to the Filing Date and not
declared effective by the SEC on or prior to the Effectiveness Date.  The Issuer and the Holder further agree that
it would not be feasible to ascertain the extent of such damages with precision.  Accordingly, if (A) the registration statement
is not filed on or prior to the Filing Date, or (B) the registration statement
is not declared effective by the SEC on or prior to the Effectiveness Date, or
(C) the Issuer fails



 9
 









 


to file with the SEC a request for acceleration in accordance with Rule
461 promulgated under the Securities Act within three (3) business days of the
date that the Issuer is notified (orally or in writing, whichever is earlier)
by the SEC that a registration statement will not be “reviewed,” or not subject
to further review, or (D) the registration statement is filed with and declared
effective by the SEC but thereafter ceases to be effective at any time prior to
the expiration of the Effectiveness Period, or (E) trading in the Common Stock
shall be suspended or if the Common Stock is no longer quoted on or delisted
from the principal exchange on which the Common Stock is then traded for any
reason for more than three (3) business days in the aggregate (any such failure
or breach being referred to as an “Event,” and for purposes of clauses
(A) and (B) the date on which such Event occurs, or for purposes of clause (C)
the date on which such three (3) business day period is exceeded, or for
purposes of clause (D) after more than fifteen (15) business days, or for
purposes of clause (E) the date on which such three (3) business day period is
exceeded, being referred to as “Event Date”), the Issuer shall pay an
amount as liquidated damages to the Holder, payable in cash, equal to one and
one-half percent (1.5%) of the aggregate Warrant Price paid pursuant to the
exercise of this Warrant for each calendar month or portion thereof thereafter
from the Event Date until the applicable Event is cured; provided, however,
that in no event shall the amount of liquidated damages payable at any time and
from time to time to any Holder pursuant to this Section 13(d) exceed an
aggregate of fifteen percent (15%) of the aggregate Warrant Price paid pursuant
to the exercise of this Warrant. 
Liquidated damages payable by the Issuer pursuant to this Section 13(d)
shall be payable on the first (1st) business day of each thirty (30) day
period following the Event Date.


(e)           The
rights contained in this Section 14 shall survive the expiration or termination
of this Warrant.


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]



 10
 









 


IN WITNESS
WHEREOF, the Issuer has executed this Series A-1 Warrant as of the day and year
first above written.


	
  

  	
  NASCENT WINE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 11
 









 


EXERCISE FORM

SERIES A-1 WARRANT


NASCENT WINE
COMPANY, INC.


The undersigned                         ,
pursuant to the provisions of the within Warrant, hereby elects to purchase         
shares of Series A Preferred Stock of Nascent Wine Company, Inc. covered by the
within Warrant.


	
  Dated:
  

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


The undersigned is an “accredited
investor” as defined in Regulation D under the Securities Act of 1933, as
amended.


ASSIGNMENT


FOR VALUE
RECEIVED,                          
hereby sells, assigns and transfers unto                                  
the within Warrant and all rights evidenced thereby and does irrevocably
constitute and appoint                         ,
attorney, to transfer the said Warrant on the books of the within named corporation.


	
  Dated: 

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


PARTIAL ASSIGNMENT


FOR VALUE
RECEIVED,                          
hereby sells, assigns and transfers unto                            
the right to purchase                
shares of Warrant Stock evidenced by the within Warrant together with all
rights therein, and does irrevocably constitute and appoint                            ,
attorney, to transfer that part of the said Warrant on the books of the within
named corporation.


	
  Dated: 

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


FOR USE BY THE
ISSUER ONLY:



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This Warrant No.
W-       canceled (or transferred or exchanged)
this          day of            ,
         , shares of Warrant Stock
issued therefor in the name of                       ,
Warrant No. W-         issued for        
shares of Warrant Stock in the name of                           .



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EXHIBIT A


Certificate of
Designation of the Series A Convertible Preferred Stock


 



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