EXHIBIT 10.36
                                  -------------


                            MEMORANDUM OF AGREEMENT

                               (SERVICE CONTRACT)


                                    BETWEEN

                                BRL HARDY LIMITED
                                ACN 008 273 907

                                      AND

                              STEPHEN BRIAN MILLAR

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                            MEMORANDUM OF AGREEMENT
                               (SERVICE CONTRACT)


AGREEMENT     made the 11th day of June 1996

BETWEEN       BRL HARDY LIMITED of Reynell Road, Reynella, South Australia ("BRL
              Hardy")

AND           STEPHEN BRIAN MILLAR of 14 Cygnet Street, Novar Gardens, South
              Australia ("the Executive")


1.   APPOINTMENT AND TERM

     1.1   Until the termination of this Agreement:-

           (a)   BRL Hardy will employ the Executive as its  Managing  Director,
                 and

           (b)   the Executive will serve BRL Hardy in that position.

     1.2   This  Agreement is made as of  1 April 1996  and will continue for an
           initial term of  3 years from  that date  (subject to the  rights  of
           either  party to terminate it earlier under this Agreement), and will
           continue  from  1 April 1999 until terminated in accordance with this
           Agreement.

     1.3   This Agreement  replaces the Executive's existing contract of service
           dated 27 March 1992.

2.   RESPONSIBILITIES

     2.1   The  Executive will diligently and faithfully serve  BRL Hardy as its
           Managing  Director  and  will properly  exercise  all  the  executive
           powers  ordinarily  incidental  to that position and any other powers
           which  are  conferred  upon  him  by  BRL  Hardy  from  time to time.

     2.2   The Executive will report to the Board of BRL Hardy  ("the Board") in
           respect  of  all  matters connected  with  his appointment under this
           Agreement.

     2.3   The duties and obligations which the Executive has to BRL Hardy under
           this Agreement or at law and any other duties  which  may  reasonably
           be required  of  him  at  any  time by BRL Hardy will be performed by
           him at BRL Hardy's head office at  Reynella and at such  other places
           as may  be required  for their proper performance, and BRL Hardy will
           provide the Executive with such facilities and  assistance as  he may
           reasonably require for their proper performance.

     2.4   The Executive will use his  best endeavours  to promote the interests
           and  welfare of the business of  BRL Hardy and will conform  with all
           proper and reasonable instructions that may be given to him from time
           to time by the Board.

     2.5   Unless absent on  leave or through illness or  injury,  the Executive
           will devote the whole of his time and attention during normal working
           hours, and at such other times as may be reasonably necessary, to the
           performance of his duties.

     2.6   For  as  long  as this agreement continues, the  Executive  will not,
           without the prior consent of BRL  Hardy:

           (a)   enter into the service of or be employed  in any other capacity
                 or for  any  other purpose whatever  by  any  person,  firm  or
                 corporation other than BRL Hardy or another company in the  BRL
                 Hardy Group of companies; nor

           (b)   be engaged or concerned in the direction, management or control
                 of  any  business  other than the business of BRL Hardy and the
                 BRL Hardy group of companies.

3.   CONFIDENTIALITY

     3.1   Except in  the course of his duties, the  Executive must  not  at any
           time  disclose to any person any information relating to BRL Hardy or
           the  Group  or  to its customers or employees or any trade secrets of
           which he may become possessed during the term of this agreement.

     3.2   These  obligations  will  continue  to  apply,  notwithstanding   the
           termination  of the Executive's employment and without limit in time,
           but  will  cease  to apply to any information which may come into the
           public domain.

4.   REMUNERATION

     4.1   The Executive  is entitled to annual remuneration on the basis of the
           salary package described in the table below.

           Component                               $
           ---------                           ---------

           Base Salary                         $300,000

           Superannuation Contributions
           @ 20% of base salary                see clause 5

           Motor Vehicle                       see clause 6

           Additional benefits                 see clause 7

     4.2   The  Executive's  base  salary  will   be  paid  by equal fortnightly
           instalments or in  such  other  manner  as  may be  mutually  agreed.

     4.3   On  1  April each year, commencing  on  1 April 1997, the Executive's
           base  salary  will be reviewed by the Board, with a view to adjusting
           the  salary  upwards  in accordance with salary standards in the wine
           industry.  The Executive's base salary will not be reduced during the
           term of this Agreement.

5.   SUPERANNUATION

     5.1   BRL  Hardy  undertakes  to  contribute  for  and  on   behalf of  the
           Executive  to  the BRL Hardy Superannuation Fund or to any other fund
           from  time to time kept by BRL Hardy for the benefit of its employees
           for  so long as the Executive remains in the employment of BRL Hardy.

     5.2   The  contributions  to  be  made by  BRL Hardy must be maintained  at
           least at the levels presently applying to the Executive.

6.   MOTOR VEHICLE

     6.1   BRL  Hardy will provide the Executive with a fully  maintained  motor
           vehicle  for  use  during  the course of his employment in accordance
           with BRL Hardy's Motor Vehicle Policy.

     6.2   BRL  Hardy  will  pay  only  those  costs  incurred  in  running  and
           maintaining the motor vehicle which are consistent with that policy.

7.   ADDITIONAL BENEFITS

     In addition to the foregoing salary and benefits, BRL Hardy will continue
     provide a  wine allowance and  additional benefits to the Executive which
     are to be maintained at least at current levels.

8.   EXPENSES

     BRL Hardy will pay to or for the Executive:

     8.1   all  telephone  expenses   (both   business  and  private),  and  all
           reasonable  out of pocket expenses incurred by him in connection with
           the  business  of  BRL  Hardy, including expenses of entertaining and
           travelling.

     8.2   all relocation expenses for the  Executive and the Executive's family
           and  any other associated cost and expenses where it is necessary for
           the  Executive to change his place of residence in order to carry out
           his duties.

9.   ANNUAL LEAVE

     9.1   The Executive will be entitled to four weeks' leave  in each  year to
           be taken at a time or times approved by the Chairman of the Board.

     9.2   Annual leave not taken will  accrue for the benefit of the Executive,
           but accrued leave is  not to exceed  20 weeks without the approval of
           the Board.

10.  DISMISSAL

     10.1  If the Executive:-

           (a)   is guilty of any gross misconduct in  relation to the  business
                 or affairs of BRL Hardy; or

           (b)   wilfully or  unreasonably refuses or fails to perform his major
                 duties; or

           (c)   neglects to perform his major duties,

           then, after  due  warning  by the  Board  and consultation  with  the
           Chairman, BRL Hardy  may  dismiss the  Executive  without  notice  or
           payment in lieu of notice.

     10.2  If dismissed  under  sub-clause  10.1  above, the  Executive  is  not
           entitled  to  the termination payment referred to in sub-clause 11.3.
           The  question  whether  there should be any termination payment made,
           and  if  so  what  amount,  will  be decided by the Board, but if the
           dismissal  is  under  sub-clause  10.1(c),  the  minimum  termination
           payment  will  be  equivalent  to  two thirds of the total payment to
           which  the  Executive  would have been entitled if his employment had
           been terminated under clause 11.

     10.3  The Executive's employment may not be terminated under this clause 10
           without the prior approval of the Board.

     10.4  Nothing in this clause 10 restricts or  limits the remedies to  which
           the Executive may  have  recourse  at  law  for breach of contract or
           otherwise.

11.  TERMINATION BY BRL HARDY

     11.1  BRL Hardy  may terminate this  Agreement at any time by giving notice
           in writing to the Executive.

     11.2  The period of notice given must be at least 3 months.

     11.3  Upon a notice of termination taking effect, BRL Hardy must pay to the
           executive a termination  payment  (in  addition  to  any remuneration
           payable  during  the  period  of  notice)  equivalent  to  twice  the
           Executive's  total  annual  remuneration  entitlement at the date the
           notice was given.

     11.4  The Executive's total  remuneration  entitlement  includes the salary
           package described  in sub-clause 4.1  and all other benefits provided
           under this Agreement.

     11.5  In lieu of the period mentioned  in sub-clause 11.2  above, BRL Hardy
           may  elect  to  give  a shorter period of notice, but must pay to the
           Executive  an  amount  equal  to  the  Executive's total remuneration
           entitlement  for the balance of the 3 month period in lieu of notice,
           in addition to any entitlement under sub-clause 11.3.

     11.6  This clause 11 does  not apply if the Executive  is  dismissed  under
           sub-clause  10.1  of  this  Agreement, or if the Executive terminates
           this Agreement by giving notice under sub-clause 12.1.

12.  TERMINATION BY THE EXECUTIVE

     12.1  The Executive  may terminate  this  Agreement  by  giving  notice  in
           writing to BRL Hardy.

     12.2  The minimum period of notice required to be given by the Executive is
           3 months or such shorter period as may be agreed.

     12.3  The Executive  is also  entitled to terminate this agreement  without
           notice  if  BRL  Hardy fails to observe any of the provisions of this
           Agreement, and fails to  remedy  such  failure  within  a  reasonable
           period of time after the Executive has requested  the  failure to  be
           remedied.   Termination  under this  sub-clause does  not  affect any
           rights  which  the  Executive  has  to  compensation  for  breach  of
           contract.

13.  REDUNDANCY

     13.1  If the Executive's employment as Managing Director ceases because his
           position has become redundant as a result of:

           (a)  a  restructuring of  the organisation of  BRL Hardy  or the  BRL
                Hardy Group of companies; or

           (b)  any  merger  or  amalgamation  of  BRL Hardy  or  its  principal
                business with another company or business; or

           (c)  any total or partial take-over of  BRL Hardy  (including a total
                or partial take-over of the issued capital of BRL Hardy; or

           (d)  the sale or disposal of the whole or part of  the undertaking of
                BRL Hardy; or

           (e)  any other cause,

           the  Executive  will  promptly  be given  notice of redundancy by BRL
           Hardy in writing.   Such  notice is to be taken  for the  purposes of
           this Agreement, to be a notice of termination given under  sub-clause
           11.1 and the other provisions of Clause 11 will then apply.

     13.2  If in the circumstances described in sub-clause 13.1:

           (a)  no such  notice  is  given  within  7 days  of  the  Executive's
                position becoming redundant; or

           (b)  the  Executive ceases  to be required  to carry out  the  duties
                and   obligations  ordinarily  incidental  to  the  position  of
                Managing Director; or

           (c)  the Executive is required to change his usual place of residence
                in order to properly perform his duties,

           the Executive may  within  three  months  of the occurrence of any of
           these events give notice of resignation.

     13.3  A  notice of  resignation given  under  sub-clause 13.2  has the same
           effect as if  BRL Hardy  had  given  notice  of  termination  to  the
           Executive under sub-clause 11.1 and the other provisions of Clause 11
           will then apply.   For the purposes of this sub-clause such notice of
           resignation  will have been  properly given to BRL Hardy if delivered
           in writing to the registered office of BRL Hardy.

     13.4  All payments made to the  Executive under  clause 11 as a consequence
           of  the  receipt  by  the  Executive  of a notice of redundancy under
           sub-clause  13.1  or  of  the  giving by the Executive of a notice of
           resignation  under  sub-clause  13.2  (other  than  for accrued leave
           entitlements) are to be considered payments in respect of redundancy.

14.   COSTS

      The costs of preparation, executing  and  stamping this  Agreement will be
      paid by BRL Hardy.

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EXECUTED AS AN AGREEMENT by BRL Hardy and the Executive on the date appearing at
the beginning of this Agreement.


Signed for and on behalf of     )
BRL HARDY LIMITED               )
by IRA JOHN PENDRIGHAM          )       /s/ Ira John Pendrigham
CHAIRMAN                        )       ----------------------------
in the presence of:             )


Signed by                       )
STEPHEN BRIAN MILLAR            )       /s/ Stephen Brian Millar
in the presence of:             )       ----------------------------


                                                                     CLAYTON UTZ

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