Exhibit
10.4


EMPLOYMENT
AGREEMENT


This Agreement is
made as of July 15, 2007, between Grupo Sur Promociones de México SA de CV, a
Mexico corporation (the “Company”), and
Gregory Cowal Robbins, an individual residing in Mexico City, Mexico (the “Executive”).


PREAMBLE


A.                                   The
Executive is currently the President of International (“President of
International”) of the Company.  The
Company desires to continue to employ the Executive in such positions, and the
Executive desires to continue his employment with the Company.


Therefore, the
parties agree as follows with the intent to be legally bound.


1.                                       Employment.  The Company hereby employs the Executive, and
the Executive hereby accepts employment with the Company, upon the terms and
subject to the conditions set forth in this Agreement.


2.                                       Position
and Duties.  The Executive’s position
is the President of International of the Company and, as such, he will have the
duties, responsibilities and authority normally associated with such position
and such additional duties, responsibilities and authority not inconsistent
with the foregoing as may be assigned to him/her by the Company’s Board of
Directors (the “Company Board”) from time to
time.  In addition to performing such
duties for the Company, the Executive may be required to perform similar duties
for one or more subsidiaries of the Company for no additional
compensation.  The Executive will report
to the Company Board and will devote his best efforts to the business and affairs
of the Company.  The Executive will not
assume any position with any for profit entity other than a subsidiary of the
Company.  The Executive will perform his
duties and responsibilities to the best of his abilities and in a diligent,
trustworthy, businesslike and efficient manner.


3.                                       Base
Salary; Incentive Compensation; Benefits; Expenses.


(a)                                  The
Executive’s base salary will be as set forth on Exhibit A or such higher
rate as the Company Board may designate from time to time (the “Base Salary”), which salary will be payable in regular installments
in accordance with the Company’s general payroll practices.


(b)                                 The
Executive will be entitled to all such incentive compensation and benefits as
are set forth on Exhibit A or as otherwise determined by the
Company Board.


(c)                                  The
Company will reimburse the Executive for all reasonable expenses incurred by
him in the course of performing his/her duties under this Agreement which are
consistent with the Company’s policies in effect from time to time with respect
to travel, entertainment and other business expenses, subject to the Company’s
requirements with respect to reporting and documentation of such expenses.













4.                                       Term
and Termination.


(a)                                  Duration.  Unless otherwise terminated as provided
herein, the term of this Agreement will commence as of the date first written
above, will continue until 31st of December 2007, unless either party gives
written termination notice to the other no later than 90 days prior to the
expiration of the then current term. 
Notwithstanding the foregoing and except as set forth in the last
sentence of this subsection, the Executive’s employment with the Company will
terminate (i) 30 days following delivery by the Company to the Executive of
written notice to such effect (unless the termination is for Cause, in which
case no advance notice is required, except as set forth in clause (E) below)
and may be given for any or no reason, (ii) 30 days following delivery by the
Executive to the Company of the Executive’s resignation (unless the resignation
is for Good Reason and the Company refuses in writing to cure its breach of
this Agreement or if such breach is incapable of cure), or (iii) upon the
Executive’s death or permanent disability or incapacity (as determined by the
Company Board in its reasonable and good faith judgment).  As used herein, “Cause”
means (A) the conviction of a felony or a crime involving moral turpitude, (B)
the commission of any act involving dishonesty, fraud or a breach of the duty
of loyalty with respect to the Company or any of its Affiliates or conduct
tending to bring the Company or any of its Affiliates into public disgrace or
disrepute, (C) gross negligence or willful misconduct with respect to the
Company or any of its Affiliates, (D) addiction to drugs or alcohol if the
Executive is not undergoing rehabilitation treatment or (E) a material breach
by the Executive of this Agreement which (if capable of cure) is not cured
within 30 days after the Executive’s receipt of written notice of the same from
the Company.


(b)                                 Termination
Without Cause or for Good Reason.  If
the Executive’s employment with the Company is terminated by the Company
without Cause or by the Executive for Good Reason, and subject to the Executive’s
continuing compliance with Section 5 and the Company receiving an appropriate
release from the Executive, the Executive will be entitled to receive his Base
Salary, benefits and accrued incentive compensation (payable at the time when
incentive compensation for the fiscal year in which the termination occurs, as
provided on Exhibit A) through the date of termination plus severance
benefits equal to his Base Salary in effect as of the date of termination
(payable in accordance with the Company’s normal payroll practices) plus his
benefits during the remainder of the then current term (the “Severance Period”). 
As used herein, “Good Reason”
means (i) a material diminution or material adverse change in the Executive’s
compensation, title, authority, duties or responsibilities, or (ii) a material
breach by the Company of this Agreement. 
If an event which constitutes Good Reason occurs and the Executive
intends to resign as a result of such event, then the Executive shall give his
resignation notice to the Company within 30 days after the occurrence of such
event.  Failure to give such notice will
constitute a waiver of the right to resign for Good Reason as a result of such
event.  The Company will have a period of
30 days after its receipt of such notice in which to remedy such event and, if
it does so, then the Executive will no longer have the right to resign for Good
Reason as a result of such event.


(c)                                  Termination
In Other Circumstances.  If the
Executive’s employment with the Company is terminated for any reason other than
as specified in subsection (b) above, the Executive will be entitled to receive
his Base Salary, benefits and (unless the Executive was 



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terminated for Cause)
accrued incentive compensation (payable at the time when incentive compensation
for the fiscal year in which the termination occurs, as provided on Exhibit
A) through the date of termination and his right to receive any other
compensation or benefits hereunder will terminate as of the date of such
termination.


5.                                       Confidential
Information; Non-Competition; Non-Solicitation; Executive Work.


(a)                                  Certain
Definitions.  As used in this
Agreement the following terms have the following meanings:


“Affiliate”  of the Company
means any person or entity which controls, is controlled by or is under common
control with the Company, and “control”  means, with respect to any entity, the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of such entity, whether through ownership of voting securities, by
contract or otherwise.


“Company Product”  at any time
means (i) any product or service which the Company or any of its Affiliates is
marketing, selling or developing at such time and (ii) any other product or
service which the Company or any of its Affiliates has marketed, sold or
developed at any time during the one-year period immediately prior to the date
of determination.


“Competing Business”  means the
marketing or sale in the Territory of products or services which are
competitive with any Company Products or Services.


“Confidential Information”  means
all information concerning or related to the business, operations, financial
condition or prospects of the Company or any of its Affiliates, regardless of
the form in which such information appears and whether or not such information
has been reduced to a tangible form, and specifically includes (i) all
information regarding the officers, directors, managers, employees, equity
holders, customers, suppliers, distributors, sales representatives and
licensees of the Issuer and its Affiliates, in each case whether past, present
or prospective, (ii) all inventions, discoveries, trade secrets,
processes, techniques, methods, formulae, ideas and know-how of the Company and
its Affiliates and (iii) all financial statements, audit reports, budgets
and business plans or forecasts of the Company and its Affiliates; provided,
that Confidential Information does not include (A) information which is or
becomes generally known to the public through no act or omission of the
Executive and (B) information which has been or hereafter is lawfully obtained
by the Executive from a source other than the Company or any of its Affiliates
(or their respective officers, directors, managers, employees, equity holders
or agents) so long as, in the case of information obtained from a third party,
such third party was or is not, directly or indirectly, subject to an
obligation of confidentiality owed to the Company or any of its Affiliates at
the time such Confidential Information was or is disclosed to the Executive.


“Executive Work”  means all
written and graphic materials, computer software, inventions, discoveries and
improvements authored, prepared, conceived or made by the Executive during the
term of his employment with the Company and which are related to the business
of the Company or its subsidiaries.



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“Territory”  at any time
means any state in the United States, any Canadian province and any foreign
country, in each case in which the Company or any of its Affiliates has
marketed or sold any Company Products or Services at any time during the
one-year period immediately prior to the date of determination.


(b)                                 Confidential
Information.


(i)                                     Except
as provided in clause (ii) below, the Executive will not disclose or use for
his own benefit any Confidential Information.


(ii)                                  Notwithstanding
clause (i) above, the Executive is permitted to disclose Confidential
Information to the extent, but only to the extent, (A) reasonably necessary for
the Executive to perform his duties hereunder or (B) required by law; provided,
that prior to making any disclosure of Confidential Information required by
law, the Executive will notify the Company of his intent to make such
disclosure, and the Company will have the right to participate with the
Executive in determining the amount and type of Confidential Information, if
any, which must be disclosed in order to comply with applicable law.


(iii)                               Promptly
after termination of the Executive’s employment with the Company for any
reason, the Executive or his personal representative will return to the Company
any Confidential Information which is in tangible form and which is then in his
possession.


(c)                                  Non-Competition
and Non-Solicitation.


(i)                                     During
the term of the Executive’s employment with the Company and for a period of
five years thereafter (or, if the Executive is receiving severance payments
under Section 4(c), during the Severance Period and for a period of five years
thereafter), the Executive will not, directly or indirectly, (A) engage in any
Competing Business or (B) own, be employed by, provide financing to, consult
with or otherwise render services to any person or entity who is engaged in any
Competing Business; provided, that the Executive will not be in violation of
the foregoing solely by reason of his ownership of not more than 2% of the
outstanding shares of the stock of any corporation which is listed on a
national securities exchange.


(ii)                                  During
the term of the Executive’s employment with the Company and for a period of
five years thereafter (or, if the Executive is receiving severance payments
under Section 4(c), during the Severance Period and for a period of five years
thereafter), the Executive will not (A) solicit the trade of, or trade with,
any customer or supplier of the Company such that any such customer or supplier
reduces the amount of business which it does (or, but for such solicitation,
would do) with the Company or its subsidiaries or (B) solicit or induce any
employee, distributor, sales representative, agent or contractor of the Company
to terminate his or its employment or other relationship with the Company or
its subsidiaries.



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(iii)                               If
the Executive is in breach of any of the provisions of clauses (i) or (ii)
above, then the time periods set forth in such clauses will be extended by the
length of time during which the Executive is in breach of any of such
provisions.


(iv)                              The
Executive represents and warrants to the Company that his experience and
capabilities are such that the provisions of this subsection (c) will not
prevent him from earning an adequate livelihood for himself and his family.


(d)                                 Executive
Work.  All Executive Work is the sole
property of the Company and, to the extent applicable, is “work made for hire”.
To the extent all exclusive right, title and interest in and to such Executive
Work does not automatically vest in the Company by operation of law, the
Executive hereby irrevocably assigns all title, rights and interests he may
have in all such Executive Work to the Company. 
The Executive will promptly disclose to the Company all Executive Work
and will execute all such documents and instruments as the Company may
reasonably determine are necessary or desirable in order to give effect to the
preceding sentence or to preserve, protect or enforce the Company’s rights with
respect to any Executive Work.


(e)                                  Cessation
of Payments.  Without limiting the
Company’s rights and remedies hereunder, at law or in equity, the Executive
acknowledges and agrees that the right of the Executive to receive and retain
any payments otherwise due to him hereunder will be suspended and cancelled if
and for so long as he is in breach of any provision of this Section.  If and when the Executive has cured any such
breach and has tendered to the Company any and all economic benefits directly
or indirectly received or receivable by him arising therefrom, such right will
automatically be reinstated, but only for the remainder of the period, if any,
during which such payments are due.


(f)                                    Survival.  The provisions of this Section will survive
any termination of this Agreement.


6.                                       Arbitration.  Any claim, controversy or dispute arising
between the parties with respect to this Agreement (a “Dispute”),
to the maximum extent allowed by applicable law, will be submitted to and
finally resolved by, binding arbitration. 
Either party may file a written Demand for Arbitration with the American
Arbitration Association’s Nevada Regional Office, and will send a copy of the
Demand for Arbitration to the other party. 
The arbitration will be conducted pursuant to the terms of the Federal
Arbitration Act and the Commercial Arbitration Rules of the American
Arbitration Association, except that discovery may be had in accordance with
the Federal Rules of Civil Procedure. 
The venue for the arbitration will be the Nevada office of the American
Arbitration Association.  The arbitration
will be conducted before one arbitrator selected through the American
Arbitration Association’s arbitrator selection procedures.  The arbitrator will promptly fix the time,
date and place of the hearing and notify the parties.  The parties will stipulate that the
arbitration hearing will last no longer than five business days.  The arbitrator will render a decision within
10 days of the completion of the hearing, which decision may include an award
of legal fees, costs of arbitration and interest.  The arbitrator will promptly transmit an
executed copy of its decision to the parties. 
The decision of the arbitrator will be final, binding and conclusive
upon the parties.  Each party will have
the right to have the decision enforced by any court of competent jurisdiction.  Notwithstanding any 



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other provision of this
Section, any Dispute in which a party seeks equitable relief may be brought in
any court having jurisdiction.


7.                                       Equitable
Relief.  The Executive acknowledges
and agrees that the Company would be irreparably damaged if any of the
provisions of this Agreement are not performed by the Executive in accordance
with their specific terms or are otherwise breached.  Accordingly, it is agreed that the Company is
entitled to an injunction or injunctions to prevent breaches of this Agreement
by the Executive and have the right to specifically enforce this Agreement and
the terms and provisions hereof against the Executive in addition to any other
remedy to which the Company may be entitled hereunder, at law or in equity.


8.                                       Notices.  All notices, consents, requests, demands and
other communications required or permitted hereunder:  (a) will be in writing; (b) will be
sent by messenger, certified or registered U.S. mail or a reliable express
delivery service, charges prepaid as applicable, to the appropriate address(es)
set forth below; and (c) will be deemed to have been given on the date of
receipt by the addressee (or, if the date of receipt is not a business day, on
the first business day after the date of receipt), as evidenced by a receipt
executed by the addressee (or a responsible person in his or her office), the
records of the Person delivering such communication or a notice to the effect
that such addressee refused to claim or accept such communication, if sent by
messenger, U.S. mail or express delivery service.  All such communications will be sent to the
following addresses, or to such other addresses as any party may inform the
others by giving five business days’ prior notice:


	
  If to the Company: Grupo Sur
  Promociones 

  	
  If to the
  Executive: Gregory Cowal Robbins

  
	
  de México SA de
  CV

  	
  Personal and
  Confidential

  
	
  Lago Bolsena
  #209 Col. Los Manzanos

  	
  Hacienda del
  Ciervo 39 – 002

  
	
  Del. Miguel
  Hidalgo CP 11460

  	
  Hacienda de las
  Palmas

  
	
  Mexico City,
  Mexico.

  	
  Huixquilucan,
  Edo. De Mexico

  
	
   

  	
  CP 52763 Mexico

  
	
  Mexico City,

  	
   

  
	
   

  	
   

  
	
  With Copy to:

  	
   

  
	
  Nascent Wine
  Company

  	
   

  
	
   

  	
   

  
	
  San Diego, CA

  	
   

  
	
  Attn: Sandro
  Piancone

  	
   

  



 


9.                                       Review
by Counsel; No Representations.  The
Executive has had the opportunity to have this Agreement reviewed by counsel
and to discuss any questions that he may have regarding this Agreement with
such counsel.  The Executive acknowledges
that neither the Company nor any individual acting on its behalf has made any
representations regarding the content or legal effect of this Agreement to the
Executive.


10.                                 Miscellaneous.  This Agreement:  (a) may be amended only by a writing
signed by each of the parties, subject to compliance with any loan documents
between the Company and its lenders; (b) may not be assigned, pledged or
otherwise transferred, whether by operation of 



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law or otherwise, without
the prior consent of the other party; (c) may be executed in several
counterparts, each of which is deemed an original but all of which constitute
one and the same instrument; (d) contains the entire agreement of the
parties with respect to the transactions contemplated hereby and supersedes all
prior written and oral agreements, and all contemporaneous oral agreements,
relating to such transactions, including without limitation any existing
employment agreement between the Executive and the Company or any of its
Affiliates; (e) will be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada, in the case of all other
provisions of this Agreement, in each case without giving effect to any
conflict of law rules; and (f) is binding upon, and will inure to the
benefit of, the parties and their respective heirs, successors and permitted
assigns.  The waiver by a party of any
breach or violation of any provision of this Agreement will not operate or be
construed a waiver of any subsequent breach or violation hereof.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction will, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


[signature page
follows]



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SIGNATURE PAGE TO
EMPLOYMENT AGREEMENT


	
  

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory
  Cowal Robbins

  	
   

  
	
   

  	
  Title: 

  	
  President of
  International

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Francesca Wright
  de Cowal

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 



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EXHIBIT A


BASE
SALARY; INCENTIVE COMPENSATION; BENEFITS


Gregory Cowal


Net Cash Salary:


Monthly $7,300.00 USD


Annual $87,600.00 USD


An “aguinaldo” at the end
of year (Dec. 20th)
$7,300.00 USD (One Month Salary)


Medical Insurance (Major and Minor) His Policy Includes Mariana Cowal,
Carla Cowal, Anthony Cowal, Francesca Cowal.


Life Insurance


Car Expenses (Services,
Insurance, Gas, Etc.)


He has 2 cars under the
company’s name which he will put under his name a Mercedes C230 and a VW Lupo.