Exhibit 10.9


DIRECTOR
INDEMNIFICATION AGREEMENT


This
DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”), made and entered
into this            day of
July, 2007, is by and between Nascent Wine Company, Inc., a Nevada corporation
(the “Company,” which term shall include, where appropriate, any Entity
(as hereinafter defined) controlled directly or indirectly by the Company), and
              
(the “Indemnitee”).


WHEREAS,
it is essential to the Company that it be able to retain and attract the most
capable persons available to serve on the Company’s Board of Directors (the “Board”);


WHEREAS,
increased corporate litigation has subjected directors to litigation risks and
expenses, and the limitations on the availability of directors and officers
liability insurance have made it increasingly difficult for the Company to
attract and retain such persons;


WHEREAS,
the Company desires to provide Indemnitee with specific contractual assurance
of Indemnitee’s rights to full indemnification against litigation risks and
expenses; and


WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in serving
as a Director (as defined below):


NOW,
THEREFORE, in consideration of the promises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:


1.             Definitions.


(a)           “Corporate
Status” describes the status of a person who is serving or has served
(i) as a Director, including as a member of any committee of the Board,
(ii) in any capacity with respect to any employee benefit plan of the
Company, or (iii) as a director, partner, trustee, officer, employee or
agent of any other Entity at the request of the Company.  For purposes of subsection (iii) of this
Section 1(a), an officer or director of the Company who is serving or has
served as a director, partner, trustee, officer, employee or agent of a
Subsidiary (as defined below) shall be deemed to be serving at the request of
the Company.


(b)           “Director”
shall mean a member of the Board.


(c)           “Entity”
shall mean any corporation, partnership, limited liability company, joint
venture, trust, foundation, association, organization or other legal entity.


(d)           “Expenses”
shall mean all fees, costs and expenses incurred in connection with any
Proceeding (as defined below), including, without limitation, reasonable
attorneys’ fees, disbursements and retainers (including, without limitation,
any such fees, disbursements and retainers incurred by Indemnitee pursuant to
Sections 8 and 10(c) of this Agreement), fees and disbursements of expert
witnesses, private investigators and professional advisors (including, without
limitation, accountants and investment bankers), court costs, transcript costs,
fees of experts, travel expenses, duplicating, printing and binding costs,
telephone and fax transmission charges, postage, delivery services, secretarial
services and other disbursements and expenses.


(e)           “Liabilities”
shall mean judgments, damages, liabilities, losses, penalties, excise taxes,
fines and amounts paid in settlement.



   
 









 


(f)            “Proceeding”
shall mean any threatened, pending or completed claim, action, suit,
arbitration, alternate dispute resolution process, investigation,
administrative hearing, appeal, or any other proceeding, whether civil,
criminal, administrative, arbitrative or investigative, whether formal or
informal, including a proceeding initiated by Indemnitee pursuant to
Section 10 of this Agreement to enforce Indemnitee’s rights hereunder.


(g)           “Subsidiary”
shall mean any Entity of which the Company owns (either directly or through or
together with another Subsidiary of the Company) either (i) a general partner,
managing member or other similar interest or (ii) (A) 50% or more of the voting
power of the voting capital equity interests of such Entity, or (B) 50% or more
of the outstanding voting capital stock or other voting equity interests of
such Entity.


2.             Services
of Indemnitee.  In
consideration of the Company’s covenants and commitments hereunder, Indemnitee
agrees to serve or continue to serve as a Director.  However, this Agreement shall not impose any
obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company beyond any period otherwise required by law or by other agreements or
commitments of the parties, if any.


3.             Agreement
to Indemnify.  The
Company agrees to indemnify Indemnitee as follows:


(a)           Subject to the exceptions contained
in Section 4(a) below, if Indemnitee was or is a party or is threatened to be
made a party to any Proceeding (other than an action by or in the right of the Company)
by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by
the Company against all Expenses and Liabilities incurred or paid by Indemnitee
in connection with such Proceeding (referred to herein as “Indemnifiable
Expenses” and “Indemnifiable Liabilities”, respectively, and
collectively as “Indemnifiable Amounts”).


(b)           To the extent permitted by applicable
law and subject to the exceptions contained in Section 4(b) below, if
Indemnitee was or is a party or is threatened to be made a party to any
Proceeding by or in the right of the Company to procure a judgment in its favor
by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by
the Company against all Indemnifiable Expenses.


4.             Exceptions
to Indemnification. 
Indemnitee shall be entitled to indemnification under Sections 3(a)
and 3(b) above in all circumstances other than the following:


(a)           If indemnification is requested under
Section 3(a) and it has been judged in a final non-appealable decision by
a court of competent jurisdiction that, in connection with the subject of the
Proceeding out of which the claim for indemnification has arisen, Indemnitee
acted with gross negligence or willful conduct and, with respect to any
criminal action or proceeding, Indemnitee had reasonable cause to believe that
Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment
of Indemnifiable Amounts hereunder.


(b)           If indemnification is requested under
Section 3(b) and


(i)            it has been judged in a final non-appealable
decision by a court of competent jurisdiction that, in connection with the
subject of the Proceeding out of which the claim for indemnification has
arisen, Indemnitee acted with gross negligence or willful conduct; or


(ii)           it has been judged in a final
non-appealable decision by a court of competent jurisdiction that Indemnitee is
liable to the Company with respect to any claim, issue or matter involved in
the Proceeding out of which the claim for indemnification has arisen, no
Indemnifiable



 2
 









 


Expenses shall be
paid with respect to such claim, issue or matter unless the court of law or
another court in which such Proceeding was brought shall determine upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such Indemnifiable Expenses which such court shall deem proper.


5.             Procedure
for Payment of Indemnifiable Amounts.  Indemnitee shall submit to the Company a
written request specifying the Indemnifiable Amounts for which Indemnitee seeks
payment under Section 3 of this Agreement and the basis for the
claim.  The Company shall pay such
Indemnifiable Amounts to Indemnitee within ten (10) calendar days of receipt of
the request.  At the request of the
Company, Indemnitee shall furnish such documentation and information as are
reasonably available to Indemnitee and necessary to establish that Indemnitee
is entitled to indemnification hereunder.


6.             Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other
provision of this Agreement, and without limiting any such provision, to the
extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party
to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee
shall be indemnified against all Expenses reasonably incurred by Indemnitee or
on Indemnitee’s behalf in connection therewith. 
If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with each successfully resolved claim, issue
or matter.  For purposes of this
Agreement, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


7.             Effect
of Certain Resolutions. 
Neither the settlement nor termination of any Proceeding nor the failure
of the Company to award indemnification or to determine that indemnification is
payable shall create an adverse presumption that Indemnitee is not entitled to
indemnification hereunder.  In addition,
the termination of any Proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo  contendere or its equivalent shall not
create a presumption that Indemnitee acted with gross negligence or wilful
misconduct or, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee’s action was unlawful.


8.             Agreement
to Advance Expenses; Conditions.  The Company shall pay to Indemnitee all
Indemnifiable Expenses incurred by Indemnitee in connection with any
Proceeding, including a Proceeding by or in the right of the Company, in
advance of the final disposition of such Proceeding, as the same are
incurred.  To the extent required by
Nevada law, Indemnitee hereby undertakes to repay the amount of Indemnifiable
Expenses paid to Indemnitee if it is determined in a final non-appealable
judgment by a court of competent jurisdiction that Indemnitee is not entitled
under this Agreement to indemnification with respect to such Expenses.  This undertaking is an unlimited general
obligation of Indemnitee.


9.             Procedure
for Advance Payment of Expenses.  Indemnitee shall submit to the Company a
written request specifying the Indemnifiable Expenses for which Indemnitee
seeks an advancement under Section 8 of this Agreement, together with
documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses.  Payment of Indemnifiable
Expenses under Section 8 shall be made no later than ten (10) calendar days
after the Company’s receipt of such request.



 3
 









 


10.          Remedies of Indemnitee.


(a)           Right to Petition Court.  In the event that Indemnitee makes a request
for payment of Indemnifiable Amounts under Sections 3 and 5 above or a
request for an advancement of Indemnifiable Expenses under Sections 8 and
9 above and the Company fails to make such payment or advancement in a timely
manner pursuant to the terms of this Agreement, Indemnitee may petition a court
of law to enforce the Company’s obligations under this Agreement.


(b)           Burden of Proof.  In any judicial proceeding brought under
Section 10(a) above, the Company shall have the burden of proving that
Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.


(c)           Expenses.  The Company agrees to reimburse Indemnitee in
full for any Expenses incurred by Indemnitee in connection with investigating,
preparing for, litigating, defending or settling any action brought by
Indemnitee under Section 10(a) above, or in connection with any claim or
counterclaim brought by the Company in connection therewith.


(d)           Validity of Agreement.  The Company shall be precluded from asserting
in any Proceeding, including, without limitation, an action under Section 10(a)
above, that the provisions of this Agreement are not valid, binding and
enforceable or that there is insufficient consideration for this Agreement and
shall stipulate in court that the Company is bound by all the provisions of
this Agreement.


(e)           Failure to Act Not a Defense.  The failure of the Company (including its
Board or any committee thereof, independent legal counsel or stockholders) to
make a determination concerning the permissibility of the payment of
Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this
Agreement shall not be a defense in any action brought under Section 10(a)
above, and shall not create a presumption that such payment or advancement is
not permissible.


11.          Representations
and Warranties of the Company.  The Company hereby represents and warrants to
Indemnitee as follows:


(a)           Authority.  The Company has all necessary power and
authority to enter into, and be bound by the terms of, this Agreement, and the
execution, delivery and performance of the undertakings contemplated by this
Agreement have been duly authorized by the Company.


(b)           Enforceability.  This Agreement, when executed and delivered
by the Company in accordance with the provisions hereof, shall be a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the enforcement of creditors’ rights generally.


12.          Insurance.  The Company shall, as promptly as practicable
following the date hereof, obtain and maintain directors and officers’
liability insurance coverage on terms satisfactory to the Indemnitee of at
least $1,000,000 per occurrence, covering, among other things, violations of
federal or state securities laws.  The
Company shall use its reasonable best efforts prior to any initial public
offering of the Company’s capital stock to increase its directors’ and officers’
liability insurance to at least $5,000,000 per occurrence including coverage of
claims under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and shall use its reasonable best efforts to
maintain such coverage in effect thereafter. 
In all policies of director and officer liability insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company’s officers and directors.



 4
 









 


13.          Fees
and Expenses.  During
the term of the Indemnitee’s service as a Director, the Company shall promptly
reimburse the Indemnitee for all expenses incurred by Indemnitee in connection
with his service as a Director or member of any committee of the Board or
otherwise in connection with the Company’s business and shall pay or provide
the Indemnitee with fees and other compensation, including stock options or
awards, in amounts and value which are at least equal to those provided to any
of the Company’s other non-employee members of the Board from time to time.


14.          Contract
Rights Not Exclusive. 
The rights to payment of Indemnifiable Amounts and advancement of
Indemnifiable Expenses provided by this Agreement shall be in addition to, but
not exclusive of, any other rights which Indemnitee may have at any time under
applicable law, the Company’s by-laws or certificate of incorporation, or
any other agreement, vote of stockholders or the Board (or any committee
thereof), or otherwise, both as to action in Indemnitee’s official capacity or
Indemnitee’s Corporate Status and as to action in any other capacity as a
result of Indemnitee’s serving as a Director.


15.          Successors.  This Agreement shall be (a) binding upon all
successors and assigns of the Company (including any transferee of all or a
substantial portion of the business, stock and/or assets of the Company and any
direct or indirect successor by merger or consolidation or otherwise by
operation of law) and (b) binding on and shall inure to the benefit of the
heirs, personal representatives, executors and administrators of Indemnitee.  This Agreement shall continue for the benefit
of Indemnitee and such heirs, personal representatives, executors and
administrators after Indemnitee has ceased to have Corporate Status.


16.          Subrogation.  In the event of any payment of Indemnifiable
Amounts under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of contribution or recovery of Indemnitee
against other persons, and Indemnitee shall take, at the request of the
Company, all reasonable action necessary to secure such rights, including the
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


17.          Change
in Law.  To the extent
that a change in Nevada law (whether by statute or judicial decision) shall
permit broader indemnification or advancement of expenses than is provided
under the terms of the by-laws of the Company and this Agreement,
Indemnitee shall be entitled to such broader indemnification and advancements,
and this Agreement shall be deemed to be amended to such extent.


18.          Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement, or any clause
thereof, shall be determined by a court of competent jurisdiction to be
illegal, invalid or unenforceable, in whole or in part, such provision or
clause shall be limited or modified in its application to the minimum extent
necessary to make such provision or clause valid, legal and enforceable, and
the remaining provisions and clauses of this Agreement shall remain fully
enforceable and binding on the parties.


19.          Indemnitee
as Plaintiff.  Except
as provided in Section 10(c) of this Agreement and in the next sentence,
Indemnitee shall not be entitled to payment of Indemnifiable Amounts or
advancement of Indemnifiable Expenses with respect to any Proceeding brought by
Indemnitee against the Company, any Entity which it controls, any director or
officer thereof, or any third party, unless such Company has consented to the
initiation of such Proceeding.  This
Section shall not apply to counterclaims or affirmative defenses asserted by
Indemnitee in an action brought against Indemnitee.



 5
 









 


20.          Modifications
and Waiver.  Except as
provided in Section 17 above with respect to changes in Nevada law which
broaden the right of Indemnitee to be indemnified by the Company, no
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by each of the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement (whether or not similar), nor shall such waiver constitute a
continuing waiver.


21.          General
Notices.  All notices,
requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given (a) when delivered by hand, (b) when
transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified
or registered mail with postage prepaid, on the third business day after the
date on which it is so mailed:


(a)           If to Indemnitee, to the address
indicated on the signature page hereto;


(b)           If to the Company, to:


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


or to such other address as may have been furnished in
the same manner by any party to the others.


22.          Governing
Law.  This Agreement shall
be governed by and construed and enforced under the laws of the State of Nevada
without giving effect to the provisions thereof relating to conflicts of law.


23.          Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart. 
This Agreement, to the extent signed and delivered by means of a
facsimile machine or electronic mail in .pdf file format, will be treated in
all manner and respects as an original agreement and will be considered to have
the same binding legal effect as if it were the original signed version thereof
delivered in person.


24.          Entire
Agreement.  This Agreement represents the entire
understanding and agreement, and supersedes all prior understandings and
agreements (written or oral) between the parties hereto with respect to the
subject matter hereof.


[SIGNATURE
PAGE FOLLOWS]



 6
 









 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


	
  

  	
  NASCENT WINE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o York Capital Management

  
	
   

  	
  767 Fifth Avenue, 17th Floor

  
	
   

  	
  New York, New York 10153

  
	
   

  	
  Attention: Mitch Wolf

  
	
   

  	
  Tel No. (212) 300-1300

  
	
   

  	
  Fax No. (212) 300-1302

  



 



 7