Exhibit 10.7


THIS WARRANT AND THE SHARES OF SERIES B 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 B WARRANT
TO PURCHASE


SHARES OF SERIES B CONVERTIBLE PRERFERRED STOCK


OF


NASCENT WINE COMPANY, INC.


Expires July 3,
2014


No.:
W-B-07-


Date of Issuance: July
3, 2007


Number of Series B
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 B Convertible Preferred Stock of
the Issuer (the “Series B 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 B Convertible Preferred Stock are set
forth in the Certificate of Designation of the Relative Rights and Preferences
of the Series B 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, 2014 (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.  Notwithstanding the foregoing to the
contrary, the purchase rights represented by this Warrant may only be exercised
upon the full exercise or expiration, in accordance with its terms, of all of
the Series A-1 Warrants issued by the Issuer pursuant to the Purchase
Agreement.


(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 B 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.



 2
 









(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 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 B
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 B Preferred Stock equal to at least one hundred (100%)
percent of the number of shares of Series B Preferred Stock issuable upon
exercise of this Warrant.


(b)           Reservation.  If any shares of Series B 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 B 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 B 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 3, 2007.


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


“Per Share
Market Value” means on any particular date (a) the last closing bid price
per share of the Common Stock on such date on the OTC Bulletin Board or another




 5
 









registered
national stock exchange on which the Common Stock is then listed, or if there
is no such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (b) if the Common
Stock is not listed then on the OTC Bulletin Board or any registered national
stock exchange, the last closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or
in the National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the “Pink Sheet”
quotes for the applicable Trading Days preceding such date of determination, or
(d) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Independent Appraiser selected in
good faith by the Majority Holders; provided, however, that the
Issuer, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case,
the fair market value shall be equal to the average of the determinations by
each such Independent Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted
for any stock dividends, stock splits or other similar transactions during such
period.  The determination of fair market
value by an Independent Appraiser shall be based upon the fair market value of
the Issuer determined on a going concern basis as between a willing buyer and a
willing seller and taking into account all relevant factors determinative of
value, and shall be final and binding on all parties.  In determining the fair market value of any
shares of Common Stock, no consideration shall be given to any restrictions on
transfer of the Common Stock imposed by agreement or by federal or state
securities laws, or to the existence or absence of, or any limitations on,
voting rights.


“Person” means an
individual, corporation, limited liability company, partnership, joint stock
company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.


“Potential Acquisition”
shall have the meaning set forth in Section 2(a).


“Purchase
Agreement” means the Series A Convertible Preferred Stock Purchase
Agreement dated as of July 3, 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.



 6
 









“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 thirty-three percent (33%) of the average of the Per Share Market Value for
the thirty (30) days immediately preceding the date of the initial exercise of
this Warrant.


“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 B Preferred Stock issuable upon exercise of any
Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.


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 



 7
 









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


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.



 8
 









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.


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.



 9
 









(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 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 



 10
 









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 14(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 14(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]



 11
 









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


	
  

  	
  NASCENT WINE COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 12
 









EXERCISE FORM

SERIES B WARRANT


NASCENT WINE
COMPANY, INC.


The undersigned                         ,
pursuant to the provisions of the within Warrant, hereby elects to purchase             
shares of Series B 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 B Convertible Preferred Stock


 



 15