Exhibit 10.10


CONFIDENTIALITY,
NON-COMPETITION AND


NON-SOLICITATION
AGREEMENT


THIS CONFIDENTIALITY,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), is made and
entered into as of                    ,
2007, between Nascent Wine Company, Inc., a Nevada corporation (the “Company”),
and                                    
(“Executive”).


WHEREAS, Executive is
employed by the Company; and


WHEREAS, as a result of
his employment with, management of and interest in the Company, the Executive
has occupied a position of trust and confidence and has access to confidential
information.


WHEREAS, the Company has
entered into the Series A Convertible Preferred Stock and Warrant Purchase
Agreement dated as of the date hereof (the “Purchase Agreement”) by and among
the Company and the purchasers named therein (the “Purchasers”).


WHEREAS, as a condition
to the consummation of, and in partial consideration for, the transactions
contemplated by the Purchase Agreement, the Company and the Executive have
agreed to enter into this Agreement


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the
Company and Executive agree as follows:


1.             Noncompetition; Nonsolicitation;
Nondisclosure of Proprietary Information; Surrender of Records; Inventions and
Patents.


(a)           No
Competition.  Executive recognizes
the highly competitive nature of the Company’s business and that Executive’s
position with the Company and access to and use of the Company’s confidential
records and proprietary information renders Executive special and unique.  During the period of Executive’s employment
with the Company and for five (5) years following the termination of Executive’s
employment with the Company for cause and three (3) years following the
termination of Executive’s employment for the Company without cause, Executive
shall not, directly or indirectly, own, manage, operate, join, control,
participate in, invest in or otherwise be connected or associated with, in any
manner, including as an officer, director, employee, independent contractor,
stockholder, member, partner, consultant, advisor, agent, proprietor, trustee
or investor, any Competing Business located in the geographic territories
served by the Company and its subsidiaries; provided, however,
that the Executive may own an amount less than one percent (1%) of a Competing
Business so long as the Executive provides ten (10) days prior written notice
to the Purchasers.


For
purposes of this Agreement, the term “Competing Business” shall mean (A) any
business or venture engaged or involved (in whole or in part) in wine, food
product and/or beer distribution and the distribution of food-related items
such as napkins, plates and cups, or in any other business which the Company or
any of its affiliates may engage in from time to time during the period of
Executive’s employment with the Company, and (B) any business in which
Executive  was engaged or involved, in
any capacity, on behalf of the













 


Company or an
affiliate of the Company or with respect to which Executive has obtained
proprietary information (as defined below).


(b)           No
Solicitation of Employment.  During
the period of Executive’s employment with the Company, and for a period of five
(5) years after the termination of Executive’s employment with the Company for
any reason, Executive shall not solicit or encourage any other employee to
leave the Company for any reason, nor assist any business in doing so, nor hire
in any business any individual who was an employee of the Company within six
(6) months of such hire.


(c)           Company
Customers.  Executive shall not,
during the period of Executive’s employment with the Company and for a period
of five (5) years after the termination of Executive’s employment with the
Company for any reason, directly or indirectly, on behalf of a Competing
Business, contact, solicit or do business with any “customers” (as defined
below) of the Company.  For the purposes
of the provisions of this Paragraph 1(d), the term “customer” shall include any
entity that, within two (2) years prior to the termination of Executive’s
employment, utilized the services of the Company.  The term “customer” also includes any former
customer or potential customer of the Company which the Company has solicited
within two (2) years prior to the termination of Executive’s employment for the
purpose of selling any services then sold by the Company or proposed to be sold
by the Company.


(d)           Proprietary
Information.  Executive acknowledges
that during the course of his employment with the Company he will necessarily
have access to and make use of proprietary information and confidential records
of the Company.  Executive covenants that
he shall not during the period of Executive’s employment with the Company,  or at any time thereafter, directly or indirectly,
use for his own purpose or for the benefit of any person or entity other than
the Company, nor otherwise disclose, any proprietary information to any
individual or entity, unless such disclosure has been authorized in writing by
the Company or is otherwise required by law. 
Executive acknowledges and understands that the term “proprietary
information” includes, but is not limited to: 
(a) the software products, programs, applications, and processes
utilized by the Company; (b) any information concerning the transactions
or relations of any customer or vendor of the Company with the Company or any
of its or their partners, principals, directors, officers or agents; (c) any
information concerning any product, technology, or procedure employed by the Company
but not generally known to its or their customers, vendors or competitors, or
under development by or being tested by the Company but not at the time offered
generally to customers or vendors; (d) any information relating to the computer
software, computer systems, pricing or marketing methods, sales margins, cost
of goods, cost of material, capital structure, operating results, borrowing
arrangements or business plans of the Company; (e) any information which is
generally regarded as confidential or proprietary in any line of business
engaged in by the Company; (f) any business plans, budgets, advertising or
marketing plans; (g) any information contained in any of the written or oral
policies and procedures or manuals of the Company; (h) any information
belonging to customers or vendors of the Company or any other person or entity
which the Company has agreed to hold in confidence; (i) any inventions,
innovations or improvements covered by this Agreement; and (j) all
written, graphic and other material relating to any of the foregoing.  Executive acknowledges and understands that
information that is not novel or copyrighted or patented may nonetheless be
proprietary information.  The term “proprietary
information” shall not include



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information generally available to and known by the public or
information that is or becomes available to Executive on a non-confidential
basis from a source other than the Company or the directors, officers,
employees, partners, principals or agents of the Company (other than as a
result of a breach of any obligation of confidentiality).


(e)           Confidentiality
and Surrender of Records.  Executive
shall not during the period of Executive’s employment with the Company, or at
any time thereafter (irrespective of the circumstances under which Executive’s
employment by the Company terminates), except as required by law, directly or
indirectly publish, make known or in any fashion disclose any confidential
records to, or permit any inspection or copying of confidential records by, any
individual or entity other than in the course of such individual’s or entity’s
employment or retention by the Company. 
Upon termination of employment for any reason or upon request by the
Company, Executive shall deliver promptly to the Company all property and
records of the Company, including, without limitation, all confidential
records.  For purposes hereof, “confidential
records” means all correspondence, reports, memoranda, files, manuals, books,
lists, financial, operating or marketing records, magnetic tape, or electronic
or other media or equipment of any kind which may be in Executive’s possession
or under his control or accessible to him which contain any proprietary
information.  All property and records of
the Company (including, without limitation, all confidential records) shall be
and remain the sole property of the Company during the period of Executive’s
employment with the Company, and thereafter.


(f)            Inventions
and Patents.  All inventions,
innovations or improvements (including policies, procedures, products,
improvements, software, ideas and discoveries, whether patent, copyright,
trademark, service mark, or otherwise) conceived or made by Executive, either
alone or jointly with others, in the course of his employment by the Company, belong
to the Company.  Executive will promptly
disclose in writing such inventions, innovations or improvements to the Company
and perform all actions reasonably requested by the Company to establish and
confirm such ownership by the Company, including, but not limited to,
cooperating with and assisting the Company in obtaining patents, copyrights,
trademarks, or service marks for the Company in the United States and in
foreign countries.


(g)           Enforcement.  Executive acknowledges and agrees that, by
virtue of his position, his services and access to and use of confidential
records and proprietary information, any violation by him of any of the
undertakings contained in this Section 1 would cause the Company immediate,
substantial and irreparable injury for which it has no adequate remedy at
law.  Accordingly, Executive agrees and
consents to the entry of an injunction or other equitable relief by a court of
competent jurisdiction restraining any violation or threatened violation of any
undertaking contained in this Section 1. 
Executive waives posting by the Company of any bond otherwise necessary
to secure such injunction or other equitable relief.  Rights and remedies provided for in this
Section 1 are cumulative and shall be in addition to rights and remedies
otherwise available to the parties hereunder or under any other agreement or
applicable law.


(h)           Acknowledgment.  Executive understands that the provisions of
this Section 1 may limit his ability to earn a livelihood in a business that
competes with the business of the Company but nevertheless agrees and hereby
acknowledges that the



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consideration provided to Executive through his employment and the
grant of stock options on the date hereof is sufficient to justify the
restrictions contained in such provisions. 
In consideration thereof and in light of Executive’s education, skills
and abilities, Executive agrees that he will not assert in any forum that such
provisions prevent him from earning a living or otherwise are void or
unenforceable or should be held void or unenforceable.


2.             Assignment and Transfer.
This Agreement shall inure to the benefit of and be enforceable by, and shall
be assignable by the Company without Executive’s prior written consent to any
purchaser of all or substantially all of the Company’s business or assets, any
successor to the Company or any assignee thereof (whether direct or indirect,
by purchase, merger, consolidation or otherwise).  In addition, the Company may assign this
Agreement without Executive’s prior consent to any purchaser of assets of the
Company relating to businesses of the Company in which Executive was involved
during his employment by the Company.  In
the event of any assignment pursuant to this Agreement, this Agreement shall be
binding on such assignee.


3.             Miscellaneous.


(a)           Nondisclosure;
Other Employers.  Executive will not
disclose to the Company, use, or induce the Company to use, any proprietary
information, trade secrets or confidential business information of others.  Executive represents and warrants that
Executive does not possess any property, proprietary information, trade secrets
and confidential business information belonging to any prior employers.


(b)           Governing
Law; Consent to Jurisdiction.  This
Agreement shall be governed by and construed (both as to validity and
performance) and enforced in accordance with the internal laws of the State of
New York applicable to agreements made and to be performed wholly within such
jurisdiction, without regard to the principles of conflicts of law or where the
parties are located at the time a dispute arises.  Any action to enforce this Agreement must be
brought in a court situated in the City of New York and the parties hereby
consent to the jurisdiction of courts situated in the State of New York.  Each party hereby waives the right to claim
that any such court is an inconvenient forum for the resolution of any such
action.


(c)           Entire
Agreement.  This Agreement contains
the entire agreement and understanding between the parties relating to matters
set forth herein and supersedes, cancels and annuls any prior or
contemporaneous written or oral agreements, understandings, commitments and
practices between them respecting the matters set forth herein, including all
prior agreements, if any, between the Company and Executive, which agreement(s)
or provisions of such agreements hereby are terminated and shall be of no
further force or effect.


(d)           Amendment.  This Agreement may be amended only by a
writing which makes express reference to this Agreement as the subject of such
amendment and which is signed by Executive and, on behalf of the Company, by
its duly authorized officer.


(e)           Severability.  If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect.  Any provision of this Agreement held invalid
or



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unenforceable only in part or degree shall remain in full force and
effect to the extent not held invalid or unenforceable.


(f)            Nonwaiver.  Neither any course of dealing nor any
failure or neglect of either party hereto in any instance to exercise any
right, power or privilege hereunder or under law shall constitute a waiver of
any other right, power or privilege or of the same right, power or privilege in
any other instance.  All waivers by
either party hereto must be contained in a written instrument signed by the
party to be charged and, in the case of the Company, by its duly authorized
officer.


(g)           Notices.  Any notice required or permitted hereunder
shall be in writing and shall be sufficiently given if personally delivered or
if sent by registered or certified mail, postage prepaid, with return receipt
requested, addressed:  (a) in the case of
the Company, to Nascent Wine Company, Inc., 2355 Paseo de las Americas, San Diego,
California 92154, Attention: Sandro Piancone; and (b) in the case of
Executive, to Executive’s last known address as reflected in the Company’s
records, or to such other address as Executive shall designate by written
notice to the Company.  Any notice given
hereunder shall be deemed to have been given at the time of receipt thereof by
the person to whom such notice is given if personally delivered or at the time
of mailing if sent by registered or certified mail.


(h)           Third
Party Beneficiaries; Termination. 
The parties agree that the Purchasers are an intended third-party
beneficiary of this Agreement.  No other
third-parties, whether persons or entities, are intended third-party
beneficiaries.  In the event the Purchasers
no longer hold Series A Convertible Preferred Stock of the Company, this
Agreement shall terminate and shall have no force or effect.


(i)            Survival.  Cessation or termination of Executive’s
employment with the Company shall not result in termination of this
Agreement.  The respective obligations of
Executive and rights and benefits afforded to the Company or any third party
beneficiaries as provided in this Agreement shall survive cessation or
termination of Executive’s employment hereunder.


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IN WITNESS
WHEREOF, the Company has caused this Agreement to be duly executed on its
behalf by an officer thereunto duly authorized and Executive has duly executed
this Agreement, all as of the date and year first written above.


	
  NASCENT WINE COMPANY, INC.

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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