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                                                                    EXHIBIT 10.1

                             VINTAGE WINE TRUST INC.

                           2005 EQUITY INCENTIVE PLAN

          Vintage Wine Trust Inc., a Maryland corporation, wishes to attract and
retain qualified key employees, Directors, officers, advisors, consultants and
other personnel and encourage them to increase their efforts to make the
Company's business more successful whether directly or through its Subsidiaries
or other affiliates. In furtherance thereof, the Vintage Wine Trust Inc. 2005
Equity Incentive Plan is designed to provide equity-based incentives to certain
Eligible Persons. Awards under the Plan may be made to Eligible Persons in the
form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights
and other forms of equity-based compensation.

     1.   DEFINITIONS.

          Whenever used herein, the following terms shall have the meanings set
          forth below:

          "Affiliate" means any entity other than a Subsidiary that is
controlled by or under common control with the Company that is designated as an
"Affiliate" by the Committee in its discretion.

          "Award" means, except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights and other
equity-based Awards as contemplated herein.

          "Award Agreement" means a written agreement in a form approved by the
Committee as provided in Section 3.

          "Board" means the Board of Directors of the Company.

          "Cause" means, unless otherwise provided in the Participant's Award
Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful or
gross neglect; (ii) the commission of a felony or a crime of moral turpitude,
dishonesty, breach of trust or unethical business conduct, or any crime
involving the Company, or any affiliate thereof; (iii) engaging in the
performance of his duties in fraud, misappropriation or embezzlement; (iv) a
material breach of the Participant's employment agreement (if any) with the
Company or its affiliates; (v) acts or omissions constituting a material failure
to perform substantially and adequately the duties assigned to the Participant;
(vi) any illegal act detrimental to the Company or its affiliates; or (vii)
repeated failure to adhere to the directions of superiors or the Board, to
adhere to the Company's written policies and practices or to devote
substantially all of Participant's business time and efforts to the Company and
its affiliates if required by Participant's employment agreement; provided,
however, that, if at any particular time the Participant is subject to an
effective employment agreement with the Company, then, in lieu of the foregoing
definition, "Cause" shall at that time have such meaning as may be specified in
such employment agreement.

          "Change in Control" means, unless otherwise provided in an Award
Agreement, the happening of any of the following:

          (i) any "person," including a "group" (as such terms are used in
          Sections 13(d) and 14(d) of the Exchange Act, but excluding the
          Company, any entity controlling, controlled by or under common control
          with the Company, any trustee, fiduciary or other person or entity
          holding securities under any employee benefit plan or trust of the
          Company or any

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          such entity, and with respect to any particular Participant, the
          Participant and any "group" (as such term is used in Section 13(d)(3)
          of the Exchange Act) of which the Participant is a member, is or
          becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the
          Exchange Act), directly or indirectly, of securities of the Company
          representing 50% or more of either (A) the combined voting power of
          the Company's then outstanding securities or (B) the then outstanding
          Shares (in either such case other than as a result of an acquisition
          of securities directly from the Company); provided, however, that, in
          no event shall a Change in Control be deemed to have occurred upon an
          initial public offering of the Common Stock under the Securities Act;
          or

          (ii) any consolidation or merger of the Company where the shareholders
          of the Company, immediately prior to the consolidation or merger,
          would not, immediately after the consolidation or merger, beneficially
          own (as such term is defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, shares representing in the aggregate 50% or
          more of the combined voting power of the securities of the corporation
          issuing cash or securities in the consolidation or merger (or of its
          ultimate parent corporation, if any); or

          (iii) there shall occur (A) any sale, lease, exchange or other
          transfer (in one transaction or a series of transactions contemplated
          or arranged by any party as a single plan) of all or substantially all
          of the assets of the Company, other than a sale or disposition by the
          Company of all or substantially all of the Company's assets to an
          entity, at least 50% of the combined voting power of the voting
          securities of which are owned by "persons" (as defined above) in
          substantially the same proportion as their ownership of the Company
          immediately prior to such sale or (B) the approval by shareholders of
          the Company of any plan or proposal for the liquidation or dissolution
          of the Company; or

          (iv) the members of the Board at the beginning of any consecutive
          24-calendar-month period (the "Incumbent Directors") cease for any
          reason other than due to death to constitute at least a majority of
          the members of the Board; provided that any director whose election,
          or nomination for election by the Company's shareholders, was approved
          or ratified by a vote of at least a majority of the members of the
          Board then still in office who were members of the Board at the
          beginning of such 24-calendar-month period, shall be deemed to be an
          Incumbent Director.

Notwithstanding the foregoing, no event or condition shall constitute a Change
in Control to the extent that, if it were, a 20% tax would be imposed under
Section 409A of the Code; provided that, in such a case, the event or condition
shall continue to constitute a Change in Control to the maximum extent possible
(e.g., if applicable, in regard of vesting without an acceleration of
distribution) without causing the imposition of such 20% tax.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Committee" means the Compensation Committee of the Board or another
Committee of the Board appointed in accordance with Section 3(a).

          "Common Stock" means the Company's Common Stock, par value $.01 per
share, either currently existing or authorized hereafter.

          "Company" means Vintage Wine Trust Inc., a Maryland corporation.

          "Director" means a non-employee director of the Company or its
Subsidiaries.


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          "Disability" means, unless otherwise provided by the Committee in the
Participant's Award Agreement, a disability which renders the Participant
incapable of performing all of his or her material duties for a period of at
least 180 consecutive or non-consecutive days during any consecutive
twelve-month period. Notwithstanding the foregoing, no circumstances or
condition shall constitute a Disability to the extent that, if it were, a 20%
tax would be imposed under Section 409A of the Code; provided that, in such a
case, the event or condition shall continue to constitute a Disability to the
maximum extent possible (e.g., if applicable, in regard of vesting without an
acceleration of distribution) without causing the imposition of such 20% tax.

          "Dividend Equivalent Right" means a right awarded under Section 8 of
the Plan to receive (or have credited) the equivalent value of dividends paid on
Common Stock.

          "Eligible Person" means a key employee, Director, officer, advisor,
consultant or other personnel of the Company, a Subsidiary or Affiliate or other
person expected to provide significant services (of a type expressly approved by
the Committee as covered services for these purposes) to the Company or its
Subsidiaries. The Committee may provide that Affiliates of the Company and
employees thereof may be Eligible Persons, and may make such arrangements with
the foregoing entities as it may consider appropriate, in light of tax and other
considerations, in the case of grants directly or indirectly to such employees.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Fair Market Value" per Share as of a particular date means (i) if
Shares are then listed on a national stock exchange, the closing sales price per
Share on the exchange for the last preceding date on which there was a sale of
Shares on such exchange, as determined by the Committee, (ii) if Shares are not
then listed on a national stock exchange but are then traded on an
over-the-counter market, the average of the closing bid and asked prices for the
Shares in such over-the-counter market for the last preceding date on which
there was a sale of such Shares in such market, as determined by the Committee,
or (iii) if Shares are not then listed on a national stock exchange or traded on
an over-the-counter market, such value as the Committee in its discretion may in
good faith determine; provided that, where the Shares are so listed or traded,
the Committee may make such discretionary determinations where the Shares have
not been traded for 10 trading days.

          "Formation Transactions" means the exchange of membership interests in
VWP LLC, or the members of VWP LLC, for units of limited partnership interests
in Vintage Wine Trust LP and cash and the performance of any other
organizational requirements prior to, concurrently with, or after the Section
144A Offering.

          "Grantee" means an Eligible Person granted Restricted Stock, Phantom
Shares, Dividend Equivalent Rights or such other equity-based Awards (other than
an Option) as may be granted pursuant to Section 9.

          "Incentive Stock Option" means an "incentive stock option" within the
meaning of Section 422(b) of the Code.

          "Non-Qualified Stock Option" means an Option which is not an Incentive
Stock Option.

          "Option" means the right to purchase, at a price and for the term
fixed by the Committee in accordance with the Plan, and subject to such other
limitations and restrictions in the Plan and the applicable Award Agreement, a
number of Shares determined by the Committee.


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          "Optionee" means an Eligible Person to whom an Option is granted, or
the Successors of the Optionee, as the context so requires.

          "Option Price" means the price per Share, determined by the Board or
the Committee, at which an Option may be exercised.

          "Participant" means a Grantee or Optionee.

          "Phantom Share" means a right, pursuant to the Plan, of the Grantee to
payment of the Phantom Share Value.

          "Phantom Share Value," per Phantom Share, means the Fair Market Value
of a Share of Common Stock, or, if so provided by the Committee, such Fair
Market Value to the extent in excess of a base value established by the
Committee at the time of grant (which base value may not be less than the Fair
Market Value of the underlying Shares at the date of grant).

          "Plan" means the Company's 2005 Equity Incentive Plan, as set forth
herein and as the same may from time to time be amended.

          "Restricted Stock" means an award of Shares that are subject to
restrictions hereunder.

          "Retirement" means, unless otherwise provided by the Committee in the
Participant's Award Agreement, the Termination of Service (other than for Cause)
of a Participant on or after the Participant's attainment of age 65 or on or
after the Participant's attainment of age 55 with five consecutive years of
service with the Company or any Subsidiaries or Affiliates.

          "Section 144A Offering" shall have the meaning set forth in Section
4.1(a) of the Plan.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Settlement Date" means the date determined under Section 7.4(c).

          "Shares" means shares of Common Stock of the Company.

          "Subsidiary" means any corporation (other than the Company) that is a
"subsidiary corporation" with respect to the Company under Section 424(f) of the
Code. In the event the Company becomes a subsidiary of another company, the
provisions hereof applicable to subsidiaries shall, unless otherwise determined
by the Committee, also be applicable to any company that is a "parent
corporation" with respect to the Company under Section 424(e) of the Code.

          "Successor of the Optionee" means the legal representative of the
estate of a deceased Optionee or the person or persons who shall acquire the
right to exercise an Option by bequest or inheritance or by reason of the death
of the Optionee.

          "Termination of Service" means a Participant's termination of
employment or other service, as applicable, with the Company, its Subsidiaries
and, as applicable, Affiliates.

     2.   EFFECTIVE DATE AND TERMINATION OF PLAN.

          The effective date of the Plan is March 23, 2005. The Plan shall
terminate on, and no Award shall be granted hereunder on or after, the 10-year
anniversary of the earlier of the approval of the


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Plan by (i) the Board or (ii) the shareholders of the Company; provided,
however, that the Board may at any time prior to that date terminate the Plan.

     3.   ADMINISTRATION OF PLAN.

          (a) The Plan shall be administered by the Committee appointed by the
Board. The Committee, upon and after such time as it is covered in Section 16 of
the Exchange Act, shall consist of at least two individuals each of whom shall
be a "nonemployee director" as defined in Rule 16b-3 as promulgated by the
Securities and Exchange Commission ("Rule 16b-3") under the Exchange Act and
shall, at such times as the Company is subject to Section 162(m) of the Code (to
the extent relief from the limitation of Section 162(m) of the Code is sought
with respect to Awards), qualify as "outside directors" for purposes of Section
162(m) of the Code; provided that no action taken by the Committee (including
without limitation grants) shall be invalidated because any or all of the
members of the Committee fails to satisfy the foregoing requirements of this
sentence. The acts of a majority of the members present at any meeting of the
Committee at which a quorum is present, or acts approved in writing by a
majority of the entire Committee, shall be the acts of the Committee for
purposes of the Plan. If and to the extent applicable, no member of the
Committee may act as to matters under the Plan specifically relating to such
member. Notwithstanding the other foregoing provisions of this Section 3(a), any
Award under the Plan to a person who is a member of the Committee shall be made
and administered by the Board. If no Committee is designated by the Board to act
for these purposes, the Board shall have the rights and responsibilities of the
Committee hereunder and under the Award Agreements.

          (b) Subject to the provisions of the Plan, the Committee shall in its
discretion as reflected by the terms of the Award Agreements (i) authorize the
granting of Awards to Eligible Persons; and (ii) determine the eligibility of
Eligible Persons to receive an Award, as well as determine the number of Shares
to be covered under any Award Agreement, considering the position and
responsibilities of the Eligible Persons, the nature and value to the Company of
the Eligible Person's present and potential contribution to the success of the
Company whether directly or through its Subsidiaries or affiliates and such
other factors as the Committee may deem relevant.

          (c) The Award Agreement shall contain such other terms, provisions and
conditions not inconsistent herewith as shall be determined by the Committee. In
the event that any Award Agreement or other agreement hereunder provides
(without regard to this sentence) for the obligation of the Company or any
Subsidiary or affiliate thereof to purchase or repurchase Shares from a
Participant or any other person, then, notwithstanding the provisions of the
Award Agreement or such other agreement, such obligation shall not apply to the
extent that the purchase or repurchase would not be permitted under governing
state law. The Participant shall take whatever additional actions and execute
whatever additional documents the Committee may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of the Plan and the Award Agreement.

     4.   SHARES AND UNITS SUBJECT TO THE PLAN.

          4.1 In General.

          (a) Subject to adjustments as provided in Section 14, the total number
of Shares subject to Awards granted under the Plan (including securities
convertible into or exchangeable for Shares), in the aggregate, may not exceed
(x) upon completion of the Company's offering of Shares in transactions exempt
from the registration requirements of the Securities Act in accordance with the
terms and conditions of that certain Purchase/ Placement Agreement between the
Company and Friedman, Billings, Ramsey & Co., Inc. dated March 16, 2005 (the
"Section 144A Offering"), 763,638, or (y) in the event of


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any exercise of an additional allotment option of the initial purchaser in the
Section 144A Offering, 876,138; provided that such limitation set forth in (x)
or (y) above, as applicable, shall be increased upon completion of an initial
public offering of the Shares by an amount equal to the excess of 5% of fully
diluted Shares then outstanding, including any shares issued pursuant to the
exercise of the underwriters' over-allotment option, but excluding any Shares
issued or issuable under the Plan or covered by Awards over the amount set forth
in clause (x) or (y) above, as applicable, provided, further that, the amount of
Shares subject to Awards granted under the Plan shall in no event exceed an
amount equal to 10% of the number of fully diluted Shares outstanding upon
completion of the Section 144A Offering and the Formation Transactions,
including Shares issued pursuant to any exercise of the Initial Purchaser's and
placement agent's additional allotment option and excluding any Shares issued or
issuable under the Plan or covered by Awards. Shares distributed under the Plan
may be treasury Shares or authorized but unissued Shares. Any Shares that have
been granted as Restricted Stock or that have been reserved for distribution in
payment for Options, Phantom Shares or other equity-based Awards but are later
forfeited or for any other reason are not payable under the Plan (other than as
a result of a cash payment in lieu thereof) may again be made the subject of
Awards under the Plan.

          (b) Shares subject to Dividend Equivalent Rights, other than Dividend
Equivalent Rights based directly on the dividends payable with respect to Shares
subject to Options or the dividends payable on a number of Shares corresponding
to the number of Phantom Shares awarded, shall be subject to the limitation of
Section 4.1(a). If any Awards are paid out in cash, then the underlying Shares
may not again be made the subject of Awards under the Plan.

          (c) The certificates for Shares issued hereunder may include any
legend which the Committee deems appropriate to reflect any rights of first
refusal or other restrictions on transfer hereunder or under the Award
Agreement, or as the Committee may otherwise deem appropriate.

          (d) Unless otherwise determined by the Board, no Award may be granted
under the Plan to any person who, assuming exercise of all Options and payment
of all Awards held by such person, would own or be deemed to own more than 9.8%
of the outstanding Shares.

          4.2 Options.

          Subject to adjustments pursuant to Section 14, and subject to the last
sentence of Section 4.1(a), the total number of Incentive Stock Options granted
under the Plan, in the aggregate, may not exceed 760,000. Subject to adjustments
pursuant to Section 14, in no event may any Optionee receive Options for more
than 190,000 Shares in any one year.

     5.   PROVISIONS APPLICABLE TO STOCK OPTIONS.

          5.1 Grant of Option.

          Subject to the other terms of the Plan, the Committee shall, in its
discretion as reflected by the terms of the applicable Award Agreement: (i)
determine and designate from time to time those Eligible Persons to whom Options
are to be granted and the number of Shares to be optioned to each Eligible
Person; (ii) determine whether to grant Options intended to be Incentive Stock
Options, or to grant Non-Qualified Stock Options, or both (to the extent that
any Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option); provided that Incentive Stock Options may
only be granted to employees of the Company and its Subsidiaries; (iii)
determine the time or times when and the manner and condition in which each
Option shall be exercisable and the duration of the exercise period; (iv)
designate each Option as one intended to be an Incentive Stock Option or as a


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Non-Qualified Stock Option; and (v) determine or impose other conditions to the
grant or exercise of Options under the Plan as it may deem appropriate.

          5.2 Option Price.

          The Option Price shall be determined by the Committee on the date the
Option is granted and reflected in the Award Agreement, as the same may be
amended from time to time. Any particular Award Agreement may provide for
different Option Prices for specified amounts of Shares subject to the Option;
provided that, to the extent necessary to comply with the requirements to exempt
such Option from Section 162(m) of the Code, the Option Price shall not be less
than the Fair Market Value of the underlying Shares on the date of grant.

          5.3 Period of Option and Vesting.

          (a) Unless earlier expired, forfeited or otherwise terminated, each
Option shall expire in its entirety upon the 10th anniversary of the date of
grant or shall have such other term (which may be shorter, but not longer, in
the case of Incentive Stock Options) as is set forth in the applicable Award
Agreement (except that, in the case of an individual described in Section
422(b)(6) of the Code (relating to certain more than 10% owners) who is granted
an Incentive Stock Option, the term of such Option shall be no more than five
years from the date of grant). The Option shall also expire, be forfeited and
terminate at such times and in such circumstances as otherwise provided
hereunder or under the Award Agreement.

          (b) Each Option, to the extent that the Optionee has not had a
Termination of Service and the Option has not otherwise lapsed, expired,
terminated or been forfeited, shall first become exercisable according to the
terms and conditions set forth in the Award Agreement, as determined by the
Committee at the time of grant. Unless otherwise provided in the Award
Agreement, no Option (or portion thereof) shall ever be exercisable if the
Optionee has a Termination of Service before the time at which such Option (or
portion thereof) would otherwise have become exercisable, and any Option that
would otherwise become exercisable after such Termination of Service shall not
become exercisable and shall be forfeited upon such termination. Notwithstanding
the foregoing provisions of this Section 5.3(b), Options exercisable pursuant to
the schedule set forth by the Committee at the time of grant may be fully or
more rapidly exercisable or otherwise vested at any time in the discretion of
the Committee. Upon and after the death of an Optionee, such Optionee's Options,
if and to the extent otherwise exercisable hereunder or under the applicable
Award Agreement after the Optionee's death, may be exercised by the Successors
of the Optionee.

          5.4 Exercisability Upon and After Termination of Optionee.

          (a) Subject to provisions of the Award Agreement, in the event the
Optionee has a Termination of Service other than by the Company or its
Subsidiaries, or as applicable, an Affiliate, for Cause, or other than by reason
of death, Retirement or Disability, no exercise of an Option may occur after the
expiration of the three-month period to follow the termination, or if earlier,
the expiration of the term of the Option as provided under Section 5.3(a);
provided that, if the Optionee should die after the Termination of Service, such
termination being for a reason other than Disability or Retirement, but while
the Option is still in effect, the Option (if and to the extent otherwise
exercisable by the Optionee at the time of death) may be exercised until the
earlier of (i) one year from the date of the Termination of Service of the
Optionee, or (ii) the date on which the term of the Option expires in accordance
with Section 5.3(a).


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          (b) Subject to provisions of the Award Agreement, in the event the
Optionee has a Termination of Service on account of death, Disability or
Retirement, the Option (whether or not otherwise exercisable) may be exercised
until the earlier of (i) one year from the date of the Termination of Service of
the Optionee, or (ii) the date on which the term of the Option expires in
accordance with Section 5.3.

          (c) Notwithstanding any other provision hereof, unless otherwise
provided in the Award Agreement, if the Optionee has a Termination of Service by
the Company, a Subsidiary or Affiliate for Cause, the Optionee's Options, to the
extent then unexercised, shall thereupon cease to be exercisable and shall be
forfeited forthwith (whether or not the Options were exercisable previously).

          5.5 Exercise of Options.

          (a) Subject to vesting, restrictions on exercisability and other
restrictions provided for hereunder or otherwise imposed in accordance herewith,
an Option may be exercised, and payment in full of the aggregate Option Price
made, by an Optionee only by written notice (in the form prescribed by the
Committee) to the Company or its designee specifying the number of Shares to be
purchased.

          (b) Without limiting the scope of the Committee's discretion
hereunder, the Committee may impose such other restrictions on the exercise of
Options (whether or not in the nature of the foregoing restrictions) as it may
deem necessary or appropriate.

          5.6 Payment.

          (a) The aggregate Option Price shall be paid in full upon the exercise
of the Option. Payment must be made by one of the following methods:

               (i) a certified or bank cashier's check;

               (ii) subject to Section 12(e), the proceeds of a Company loan
               program or third-party sale program or a notice acceptable to the
               Committee given as consideration under such a program, in each
               case if permitted by the Committee in its discretion, if such a
               program has been established and the Optionee is eligible to
               participate therein;

               (iii) if approved by the Committee in its discretion, Shares of
               previously owned Common Stock, which have been previously owned
               for more than six months, having an aggregate Fair Market Value
               on the date of exercise equal to the aggregate Option Price; or

               (iv) by any combination of such methods of payment or any other
               method acceptable to the Committee in its discretion.

          (b) Except in the case of Options exercised by certified or bank
cashier's check, the Committee may impose limitations and prohibitions on the
exercise of Options as it deems appropriate, including, without limitation, any
limitation or prohibition designed to avoid accounting consequences which may
result from the use of Common Stock as payment upon exercise of an Option.

          (c) The Committee may provide that no Option may be exercised with
respect to any fractional Share. Any fractional Shares resulting from an
Optionee's exercise that is accepted by the Company shall in the discretion of
the Committee be paid in cash.


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          5.7 Stock Appreciation Rights.

          The Committee, in its discretion, may also permit (taking into
account, without limitation, the application of Section 409A of the Code, as the
Committee may deem appropriate) the Optionee to elect to receive upon the
exercise of an Option a combination of Shares and cash, or, in the discretion of
the Committee, either Shares or cash, with an aggregate Fair Market Value (or,
to the extent of payment in cash, in an amount) equal to the excess of the Fair
Market Value of the Shares with respect to which the Option is being exercised
over the aggregate Option Price, as determined as of the day the Option is
exercised; provided, however that the Optionee shall not be permitted to receive
cash upon the exercise of an Option prior to the effectiveness of a registration
statement of the Company regarding the Shares issued in the Section 144A
Offering with the Securities Exchange Commission (the "SEC").

          5.8 Exercise by Successors.

          An Option may be exercised, and payment in full of the aggregate
Option Price made, by the Successors of the Optionee only by written notice (in
the form prescribed by the Committee) to the Company specifying the number of
Shares to be purchased. Such notice shall state that the aggregate Option Price
will be paid in full, or that the Option will be exercised as otherwise provided
hereunder, in the discretion of the Company or the Committee, if and as
applicable.

          5.9 Nontransferability of Option.

          Except if provided in the applicable Award Agreement, each Option
granted under the Plan shall be nontransferable by the Optionee except by will
or the laws of descent and distribution of the state wherein the Optionee is
domiciled at the time of his death; provided, however, that the Committee may
(but need not) permit other transfers, where the Committee concludes that such
transferability (i) does not result in accelerated U.S. federal income taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to fail
to be described in Section 422(b) of the Code, (iii) complies with applicable
law, including securities laws, and (iv) is otherwise appropriate and desirable.

          5.10 Deferral.

          The Committee (taking into account, without limitation, the possible
application of Section 409A of the Code, as the Committee may deem appropriate)
may establish a program under which Participants will have Phantom Shares
subject to Section 7 credited upon their exercise of Options, rather than
receiving Shares at that time.

          5.11 Certain Incentive Stock Option Provisions.

          (a) The aggregate Fair Market Value, determined as of the date an
Option is granted, of the Common Stock for which any Optionee may be awarded
Incentive Stock Options which are first exercisable by the Optionee during any
calendar year under the Plan (or any other stock option plan required to be
taken into account under Section 422(d) of the Code) shall not exceed $100,000.
To the extent the $100,000 limit referred to in the preceding sentence is
exceeded, a Stock Option will be treated as a Non-Qualified Stock Option.

          (b) If Shares acquired upon exercise of an Incentive Stock Option are
disposed of in a disqualifying disposition within the meaning of Section 422 of
the Code by an Optionee prior to the expiration of either two years from the
date of grant of such Option or one year from the transfer of Shares to the
Optionee pursuant to the exercise of such Option, or in any other disqualifying
disposition within the meaning of Section 422 of the Code, such Optionee shall
notify the Company in writing as


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soon as practicable thereafter of the date and terms of such disposition and, if
the Company (or any affiliate thereof) thereupon has a tax-withholding
obligation, shall pay to the Company (or such affiliate) an amount equal to any
withholding tax the Company (or affiliate) is required to pay as a result of the
disqualifying disposition.

          (c) The Option Price with respect to each Incentive Stock Option shall
not be less than 100%, or 110% in the case of an individual described in Section
422(b)(6) of the Code (relating to certain more than 10% owners), of the Fair
Market Value of a Share on the day the Option is granted. In the case of an
individual described in Section 422(b)(6) of the Code who is granted an
Incentive Stock Option, the term of such Option shall be no more than five years
from the date of grant.

     6.   PROVISIONS APPLICABLE TO RESTRICTED STOCK.

          6.1 Grant of Restricted Stock.

          (a) In connection with the grant of Restricted Stock, whether or not
performance goals (as provided for under Section 10) apply thereto, the
Committee shall establish one or more vesting periods with respect to the shares
of Restricted Stock granted, the length of which shall be determined in the
discretion of the Committee. Subject to the provisions of this Section 6, the
applicable Award Agreement and the other provisions of the Plan, restrictions on
Restricted Stock shall lapse if the Grantee satisfies all applicable employment
or other service requirements through the end of the applicable vesting period.

          (b) Subject to the other terms of the Plan, the Committee may, in its
discretion as reflected by the terms of the applicable Award Agreement: (i)
grant Restricted Stock to Eligible Persons; (ii) provide a specified purchase
price for the Restricted Stock (whether or not the payment of a purchase price
is required by any state law applicable to the Company); (iii) determine the
restrictions applicable to Restricted Stock and (iv) determine or impose other
conditions, including any applicable performance goals, to the grant of
Restricted Stock under the Plan as it may deem appropriate.

          6.2 Certificates.

          (a) Unless otherwise provided by the Committee, each Grantee of
Restricted Stock shall be issued a stock certificate in respect of Shares of
Restricted Stock awarded under the Plan. Each such certificate shall be
registered in the name of the Grantee. Without limiting the generality of
Section 4.1(c), the certificates for Shares of Restricted Stock issued hereunder
may include any legend which the Committee deems appropriate to reflect any
restrictions on transfer hereunder or under the Award Agreement, or as the
Committee may otherwise deem appropriate, and, without limiting the generality
of the foregoing, shall bear a legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the following form:

          THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
          REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
          FORFEITURE) OF THE VINTAGE WINE TRUST INC. 2005 EQUITY INCENTIVE PLAN
          AND AN AWARD AGREEMENT APPLICABLE TO THE GRANT OF THE SHARES
          REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH PLAN AND AWARD
          AGREEMENTS ARE ON FILE IN THE OFFICES OF VINTAGE WINE TRUST INC. AT
          1101 FIFTH AVENUE, SUITE 310, SAN RAFAEL, CALIFORNIA 94901.


                                       10

<PAGE>

          (b) The Committee shall require that any stock certificates evidencing
such Shares be held in custody by the Company until the restrictions hereunder
shall have lapsed, and that, as a condition of any Award of Restricted Stock,
the Grantee shall have delivered a stock power, endorsed in blank, relating to
the stock covered by such Award. If and when such restrictions so lapse, the
stock certificates shall be delivered by the Company to the Grantee or his or
her designee as provided in Section 6.3 (and the stock power shall be so
delivered or shall be discarded).

          6.3 Restrictions and Conditions.

          Unless otherwise provided by the Committee, the Shares of Restricted
Stock awarded pursuant to the Plan shall be subject to the following
restrictions and conditions:

               (i) Subject to the provisions of the Plan and the Award
               Agreements, during a period commencing with the date of such
               Award and ending on the date the period of forfeiture with
               respect to such Shares lapses, the Grantee shall not be permitted
               voluntarily or involuntarily to sell, transfer, pledge,
               anticipate, alienate, encumber or assign Shares of Restricted
               Stock awarded under the Plan (or have such Shares attached or
               garnished). Subject to the provisions of the Award Agreements and
               clauses (iii) and (iv) below, the period of forfeiture with
               respect to Shares granted hereunder shall lapse as provided in
               the applicable Award Agreement. Notwithstanding the foregoing,
               unless otherwise expressly provided by the Committee, the period
               of forfeiture with respect to such Shares shall only lapse as to
               whole Shares.

               (ii) Except as provided in the foregoing clause (i), below in
               this clause (ii), in Section 14, or as otherwise provided in the
               applicable Award Agreement, the Grantee shall have, in respect of
               the Shares of Restricted Stock, all of the rights of a
               shareholder of the Company, including the right to vote the
               Shares, and, except as provided below, the right to receive any
               cash dividends; provided, however that cash dividends on such
               Shares shall, unless otherwise provided by the Committee, be held
               by the Company (unsegregated as a part of its general assets)
               until the period of forfeiture lapses (and forfeited if the
               underlying Shares are forfeited), and paid over to the Grantee as
               soon as practicable after such period lapses (if not forfeited),
               or alternatively may provide for other treatment of such
               dividends (including without limitation the crediting of Phantom
               Shares in respect of dividends or other deferral provisions).
               Certificates for Shares (not subject to restrictions hereunder)
               shall be delivered to the Grantee or his or her designee promptly
               after, and only after, the period of forfeiture shall lapse
               without forfeiture in respect of such Shares of Restricted Stock.

               (iii) Except if otherwise provided in the applicable Award
               Agreement, and subject to clause (iv) below, if the Grantee has a
               Termination of Service by the Company and its Subsidiaries (or,
               if applicable, its Affiliates) for Cause, or by the Grantee for
               any reason, during the applicable period of forfeiture, then (A)
               all Shares still subject to restriction shall thereupon, and with
               no further action, be forfeited by the Grantee, and (B) the
               Company shall pay to the Grantee as soon as practicable (and in
               no event more than 30 days) after such termination an amount, if
               any, equal to the lesser of (x) the amount paid by the Grantee
               for such forfeited Restricted Stock as contemplated by Section
               6.1, and (y) the Fair Market Value on the date of termination of
               the forfeited Restricted Stock.


                                       11

<PAGE>

               (iv) Subject to the provisions of the Award Agreement, in the
               event the Grantee has a Termination of Service on account of
               death or Disability, or the Grantee has a Termination of Service
               by the Company and its Subsidiaries for any reason other than
               Cause, or in the event of a Change in Control (regardless of
               whether a termination follows thereafter), during the applicable
               period of forfeiture, then restrictions under the Plan will
               immediately lapse on all Restricted Stock granted to the
               applicable Grantee.

     7.   PROVISIONS APPLICABLE TO PHANTOM SHARES.

          7.1 Grant of Phantom Shares.

          Subject to the other terms of the Plan, the Committee shall, in its
discretion as reflected by the terms of the applicable Award Agreement: (i)
authorize the granting of Phantom Shares to Eligible Persons and (ii) determine
or impose other conditions to the grant of Phantom Shares under the Plan as it
may deem appropriate.

          7.2 Term.

          The Committee may provide in an Award Agreement that any particular
Phantom Share shall expire at the end of a specified term.

          7.3 Vesting.

          Phantom Shares shall vest as provided in the applicable Award
Agreement.

          7.4 Settlement of Phantom Shares.

          (a) Each vested and outstanding Phantom Share shall be settled by the
transfer to the Grantee of one Share; provided that, the Committee at the time
of grant may provide that a Phantom Share may be settled (i) in cash at the
applicable Phantom Share Value, (ii) in cash or by transfer of Shares as elected
by the Grantee in accordance with procedures established by the Committee or
(iii) in cash or by transfer of Shares as elected by the Company; provided,
however, that, prior to the effectiveness of a registration statement of the
Company regarding the Shares issued in the Section 144A Offering with the SEC, a
Phantom Share shall not be settled in cash.

          (b) Phantom Shares shall be settled with a single-sum payment by the
Company; provided that, with respect to Phantom Shares of a Grantee which have a
common Settlement Date, the Committee may permit the Grantee to elect in
accordance with procedures established by the Committee (taking into account,
without limitation, Section 409A of the Code, as the Committee may deem
appropriate) to receive installment payments over a period not to exceed 10
years.

          (c) (i) Unless otherwise provided in the applicable Award Agreement,
the "Settlement Date" with respect to a Phantom Share is as soon as practicable
after (but not later than the first day of the month to follow) the date on
which the Phantom Share vests; provided that a Grantee may elect, in accordance
with procedures to be established by the Committee, that such Settlement Date
will be deferred as elected by the Grantee to as soon as practicable after (but
not later than the first day of the month to follow) the Grantee's Termination
of Service, or such other time as may be permitted by the Committee. Unless
otherwise determined by the Committee, elections under this Section 7.4(c)(i)
must, except as may otherwise be permitted under the rules applicable under
Section 409A of the Code, (A) be effective at least one year after they are
made, or, in the case of payments to commence at a specific time,


                                       12

<PAGE>

be made at least one year before the first scheduled payment and (B) defer the
commencement of distributions for at least five years.

          (ii) Notwithstanding the foregoing, the Settlement Date, if not
earlier pursuant to this Section 7.4(c), is the date of the Grantee's death.

          (d) Notwithstanding the other provisions of this Section 7, in the
event of a Change in Control, the Settlement Date shall be the date of such
Change in Control and all amounts due with respect to Phantom Shares to a
Grantee hereunder shall be paid as soon as practicable (but in no event more
than 30 days) after such Change in Control, unless such Grantee elects otherwise
in accordance with procedures established by the Committee.

          (e) Notwithstanding any other provision of the Plan, a Grantee may
receive any amounts to be paid in installments as provided in Section 7.4(b) or
deferred by the Grantee as provided in Section 7.4(c) in the event of an
"Unforeseeable Emergency." For these purposes, an "Unforeseeable Emergency," as
determined by the Committee in its sole discretion, is a severe financial
hardship to the Grantee resulting from a sudden and unexpected illness or
accident of the Grantee or "dependent," as defined in Section 152(a) of the
Code, of the Grantee, loss of the Grantee's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Grantee. The circumstances that will constitute
an Unforeseeable Emergency will depend upon the facts of each case, but, in any
case, payment may not be made to the extent that such hardship is or may be
relieved:

               (i) through reimbursement or compensation by insurance or
               otherwise,

               (ii) by liquidation of the Grantee's assets, to the extent the
               liquidation of such assets would not itself cause severe
               financial hardship, or

               (iii) by future cessation of the making of additional deferrals
               under Section 7.4 (b) and (c).

Without limitation, the need to send a Grantee's child to college or the desire
to purchase a home shall not constitute an Unforeseeable Emergency.
Distributions of amounts because of an Unforeseeable Emergency shall be
permitted to the extent reasonably needed to satisfy the emergency need.

          7.5 Other Phantom Share Provisions.

          (a) Rights to payments with respect to Phantom Shares granted under
the Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, garnishment, levy,
execution, or other legal or equitable process, either voluntary or involuntary;
and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, attach or garnish, or levy or execute on any right to payments or
other benefits payable hereunder, shall be void.

          (b) A Grantee may designate in writing, on forms to be prescribed by
the Committee, a beneficiary or beneficiaries to receive any payments payable
after his or her death and may amend or revoke such designation at any time. If
no beneficiary designation is in effect at the time of a Grantee's death,
payments hereunder shall be made to the Grantee's estate. If a Grantee with a
vested Phantom Share dies, such Phantom Share shall be settled and the Phantom
Share Value in respect of such Phantom Shares paid, and any payments deferred
pursuant to an election under Section 7.4(c) shall be accelerated and paid, as
soon as practicable (but no later than 60 days) after the date of death to such
Grantee's beneficiary or estate, as applicable.


                                       13

<PAGE>

          (c) The Committee may establish a program under which distributions
with respect to Phantom Shares may be deferred for periods in addition to those
otherwise contemplated by foregoing provisions of this Section 7. Such program
may include, without limitation, provisions for the crediting of earnings and
losses on unpaid amounts, and, if permitted by the Committee, provisions under
which Participants may select from among hypothetical investment alternatives
for such deferred amounts in accordance with procedures established by the
Committee.

          (d) Notwithstanding any other provision of this Section 7, any
fractional Phantom Share will be paid out in cash at the Phantom Share Value as
of the Settlement Date.

          (e) No Phantom Share shall be construed to give any Grantee any rights
with respect to Shares or any ownership interest in the Company. Except as may
be provided in accordance with Section 8, no provision of the Plan shall be
interpreted to confer upon any Grantee any voting, dividend or derivative or
other similar rights with respect to any Phantom Share.

          7.6 Claims Procedures.

          (a) To the extent that the Plan is determined by the Committee to be
subject to the Employee Retirement Income Security Act of 1974, as amended, the
Grantee, or his beneficiary hereunder or authorized representative, may file a
claim for payments with respect to Phantom Shares under the Plan by written
communication to the Committee or its designee. A claim is not considered filed
until such communication is actually received. Within 90 days (or, if special
circumstances require an extension of time for processing, 180 days, in which
case notice of such special circumstances should be provided within the initial
90-day period) after the filing of the claim, the Committee will either:

               (i) approve the claim and take appropriate steps for satisfaction
               of the claim; or

               (ii) if the claim is wholly or partially denied, advise the
               claimant of such denial by furnishing to him a written notice of
               such denial setting forth (A) the specific reason or reasons for
               the denial; (B) specific reference to pertinent provisions of the
               Plan on which the denial is based and, if the denial is based in
               whole or in part on any rule of construction or interpretation
               adopted by the Committee, a reference to such rule, a copy of
               which shall be provided to the claimant; (C) a description of any
               additional material or information necessary for the claimant to
               perfect the claim and an explanation of the reasons why such
               material or information is necessary; and (D) a reference to this
               Section 7.6 as the provision setting forth the claims procedure
               under the Plan.

          (b) The claimant may request a review of any denial of his claim by
written application to the Committee within 60 days after receipt of the notice
of denial of such claim. Within 60 days (or, if special circumstances require an
extension of time for processing, 120 days, in which case notice of such special
circumstances should be provided within the initial 60-day period) after receipt
of written application for review, the Committee will provide the claimant with
its decision in writing, including, if the claimant's claim is not approved,
specific reasons for the decision and specific references to the Plan provisions
on which the decision is based.

     8.   PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.


                                       14

<PAGE>

          8.1 Grant of Dividend Equivalent Rights.

          Subject to the other terms of the Plan, the Committee shall, in its
discretion as reflected by the terms of the Award Agreements, authorize the
granting of Dividend Equivalent Rights to Eligible Persons based on the regular
cash dividends declared on Common Stock, to be credited as of the dividend
payment dates, during the period between the date an Award is granted, and the
date such Award is exercised, vests or expires, as determined by the Committee.
Such Dividend Equivalent Rights shall be converted to cash or additional Shares
by such formula and at such time and subject to such limitation as may be
determined by the Committee. With respect to Dividend Equivalent Rights granted
with respect to Options intended to be qualified performance-based compensation
for purposes of Section 162(m) of the Code, such Dividend Equivalent Rights
shall be payable regardless of whether such Option is exercised. If a Dividend
Equivalent Right is granted in respect of another Award hereunder, then, unless
otherwise stated in the Award Agreement, in no event shall the Dividend
Equivalent Right be in effect for a period beyond the time during which the
applicable portion of the underlying Award is in effect.

          8.2 Certain Terms.

          (a) The term of a Dividend Equivalent Right shall be set by the
Committee in its discretion.

          (b) Unless otherwise determined by the Committee, except as
contemplated by Section 8.4, a Dividend Equivalent Right is exercisable or
payable only while the Participant is an Eligible Person.

          (c) Payment of the amount determined in accordance with Section 8.1
shall be in cash, in Common Stock or a combination of the both, as determined by
the Committee; provided, however that the Dividend Equivalent Rights shall not
be payable in cash prior to the effectiveness of a registration statement of the
Company regarding the Shares issued in the Section 144A Offering with the SEC.

          (d) The Committee may impose such employment-related conditions on the
grant of a Dividend Equivalent Right as it deems appropriate in its discretion.

          8.3 Other Types of Dividend Equivalent Rights.

          The Committee may establish a program under which Dividend Equivalent
Rights of a type whether or not described in the foregoing provisions of this
Section 8 may be granted to Participants. For example, and without limitation,
the Committee may grant a dividend equivalent right in respect of each Share
subject to an Option or with respect to a Phantom Share, which right would
consist of the right (subject to Section 8.4) to receive a cash payment in an
amount equal to the dividend distributions paid on a Share from time to time.

          8.4 Deferral.

          The Committee may establish a program (taking into account, without
limitation, the possible application of Section 409A of the Code, as the
Committee may deem appropriate) under which Participants (i) will have Phantom
Shares credited, subject to the terms of Sections 7.4 and 7.5 as though directly
applicable with respect thereto, upon the granting of Dividend Equivalent
Rights, or (ii) will have payments with respect to Dividend Equivalent Rights
deferred. In the case of the foregoing clause (ii), such program may include,
without limitation, provisions for the crediting of earnings and losses on
unpaid amounts, and, if permitted by the Committee, provisions under which
Participants may select from


                                       15

<PAGE>

among hypothetical investment alternatives for such deferred amounts in
accordance with procedures established by the Committee.

     9.   OTHER EQUITY-BASED AWARDS.

          The Committee shall have the right (i) to grant other Awards based
upon the Common Stock having such terms and conditions as the Committee may
determine, including, without limitation, the grant of shares based upon certain
conditions, the grant of securities convertible into Common Stock and the grant
of stock appreciation rights and (ii) to grant interests (which may be expressed
as units or otherwise) in Vintage Wine Trust LP.

     10.  PERFORMANCE GOALS.

          The Committee, in its discretion, (i) may establish one or more
performance goals as a precondition to the issuance or vesting of Awards, and
(ii) provide, in connection with the establishment of the performance goals, for
predetermined Awards to those Participants (who continue to meet all applicable
eligibility requirements) with respect to whom the applicable performance goals
are satisfied. In the case of any grant intended to qualify as performance based
compensation under Section 162(m) of the Code (including, for these purposes,
grants constituting performance based compensation, as determined without regard
to certain shareholder approval and disclosure requirements by virtue of an
applicable transition rule), the Committee shall establish goals intended to be
performance goals as contemplated by Section 162(m) and the regulations
thereunder.

     11.  TAX WITHHOLDING.

          11.1 In General.

          The Company shall be entitled to withhold from any payments or deemed
payments any amount of tax withholding determined by the Committee to be
required by law. Without limiting the generality of the foregoing, the Committee
may, in its discretion, require the Participant to pay to the Company at such
time as the Committee determines the amount that the Committee deems necessary
to satisfy the Company's obligation to withhold federal, state or local income
or other taxes incurred by reason of (i) the exercise of any Option, (ii) the
lapsing of any restrictions applicable to any Restricted Stock, (iii) the
receipt of a distribution in respect of Phantom Shares or Dividend Equivalent
Rights or (iv) any other applicable income-recognition event (for example, an
election under Section 83(b) of the Code).

          11.2 Share Withholding.

          (a) Upon exercise of an Option, the Optionee may, if approved by the
Committee in its discretion, make a written election to have Shares then issued
withheld by the Company from the Shares otherwise to be received, or to deliver
previously owned Shares, in order to satisfy the liability for such withholding
taxes. In the event that the Optionee makes, and the Committee permits, such an
election, the number of Shares so withheld or delivered shall have an aggregate
Fair Market Value on the date of exercise sufficient to satisfy the minimum
applicable withholding taxes. Where the exercise of an Option does not give rise
to an obligation by the Company to withhold federal, state or local income or
other taxes on the date of exercise, but may give rise to such an obligation in
the future, the Committee may, in its discretion, make such arrangements and
impose such requirements as it deems necessary or appropriate.


                                       16

<PAGE>

          (b) Upon lapsing of restrictions on Restricted Stock (or other
income-recognition event), the Grantee may, if approved by the Committee in its
discretion, make a written election to have Shares withheld by the Company from
the Shares otherwise to be released from restriction, or to deliver previously
owned Shares (not subject to restrictions hereunder), in order to satisfy the
liability for such withholding taxes. In the event that the Grantee makes, and
the Committee permits, such an election, the number of Shares so withheld or
delivered shall have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.

          (c) Upon the making of a distribution in respect of Phantom Shares or
Dividend Equivalent Rights, the Grantee may, if approved by the Committee in its
discretion, make a written election to have amounts (which may include Shares)
withheld by the Company from the distribution otherwise to be made, or to
deliver previously owned Shares (not subject to restrictions hereunder), in
order to satisfy the liability for such withholding taxes. In the event that the
Grantee makes, and the Committee permits, such an election, any Shares so
withheld or delivered shall have an aggregate Fair Market Value on the date of
exercise sufficient to satisfy the applicable withholding taxes.

          11.3 Withholding Required.

          Notwithstanding anything contained in the Plan or the Award Agreement
to the contrary, the Participant's satisfaction of any tax-withholding
requirements imposed by the Committee shall be a condition precedent to the
Company's obligation as may otherwise be provided hereunder to provide Shares to
the Participant and to the release of any restrictions as may otherwise be
provided hereunder, as applicable; and the applicable Option, Restricted Stock,
Phantom Shares or Dividend Equivalent Rights shall be forfeited upon the failure
of the Participant to satisfy such requirements with respect to, as applicable,
(i) the exercise of the Option, (ii) the lapsing of restrictions on the
Restricted Stock (or other income-recognition event) or (iii) distributions in
respect of any Phantom Share or Dividend Equivalent Right.

     12.  REGULATIONS AND APPROVALS.

          (a) The obligation of the Company to sell Shares with respect to an
Award granted under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Committee.

          (b) The Committee may make such changes to the Plan as may be
necessary or appropriate to comply with the rules and regulations of any
government authority or to obtain tax benefits applicable to an Award.

          (c) Each grant of Options, Restricted Stock, Phantom Shares (or
issuance of Shares in respect thereof) or Dividend Equivalent Rights (or
issuance of Shares in respect thereof), or other Award under Section 9 (or
issuance of Shares in respect thereof), is subject to the requirement that, if
at any time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance of Options,
Shares of Restricted Stock, Phantom Shares, Dividend Equivalent Rights, other
Awards or other Shares, no payment shall be made, or Phantom Shares or Shares
issued or grant of Restricted Stock or other Award made, in whole or in part,
unless listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions in a manner acceptable to the
Committee.


                                       17

<PAGE>

          (d) In the event that the disposition of stock acquired pursuant to
the Plan is not covered by a then current registration statement under the
Securities Act, and is not otherwise exempt from such registration, such Shares
shall be restricted against transfer to the extent required under the Securities
Act, and the Committee may require any individual receiving Shares pursuant to
the Plan, as a condition precedent to receipt of such Shares, to represent to
the Company in writing that such Shares are acquired for investment only and not
with a view to distribution and that such Shares will be disposed of only if
registered for sale under the Securities Act or if there is an available
exemption for such disposition.

          (e) Notwithstanding any other provision of the Plan, the Company shall
not be required to take or permit any action under the Plan or any Award
Agreement which, in the good-faith determination of the Company, would result in
a material risk of a violation by the Company of Section 13(k) of the Exchange
Act.

     13.  INTERPRETATION AND AMENDMENTS; OTHER RULES.

          The Committee may make such rules and regulations and establish such
procedures for the administration of the Plan as it deems appropriate. Without
limiting the generality of the foregoing, the Committee may (i) determine the
extent, if any, to which Options, Phantom Shares or Shares (whether or not
Shares of Restricted Stock) or Dividend Equivalent Rights shall be forfeited
(whether or not such forfeiture is expressly contemplated hereunder); (ii)
interpret the Plan and the Award Agreements hereunder, with such interpretations
to be conclusive and binding on all persons and otherwise accorded the maximum
deference permitted by law; and (iii) take any other actions and make any other
determinations or decisions that it deems necessary or appropriate in connection
with the Plan or the administration or interpretation thereof. In the event of
any dispute or disagreement as to the interpretation of the Plan or of any rule,
regulation or procedure, or as to any question, right or obligation arising from
or related to the Plan, the decision of the Committee shall be final and binding
upon all persons. Unless otherwise expressly provided hereunder, the Committee,
with respect to any grant, may exercise its discretion hereunder at the time of
the Award or thereafter. Notwithstanding the foregoing, no repricing of an Award
shall be permitted. The Board may amend the Plan as it shall deem advisable,
except that no amendment may adversely affect a Participant with respect to an
Award previously granted unless such amendments are required in order to comply
with applicable laws and the restrictions limiting when an Award may be paid in
cash and precluding Shares covered by Awards paid in cash from being available
again for other Awards may not be changed; provided, however, that the Plan may
not be amended without shareholder approval in any case in which amendment in
the absence of shareholder approval would cause the Plan to fail to comply with
any applicable legal requirement or applicable exchange or similar rule.

     14.  CHANGES IN CAPITAL STRUCTURE.

          (a) If (i) the Company or its Subsidiaries shall at any time be
involved in a merger, consolidation, dissolution, liquidation, reorganization,
exchange of shares, sale of all or substantially all of the assets or stock of
the Company or its Subsidiaries or a transaction similar thereto, (ii) any stock
dividend, stock split, reverse stock split, stock combination, reclassification,
recapitalization or other similar change in the capital structure of the Company
or its Subsidiaries, or any distribution to holders of Common Stock other than
cash dividends, shall occur or (iii) any other event shall occur which in the
judgment of the Committee necessitates action by way of adjusting the terms of
the outstanding Awards, then:

          (x) the maximum aggregate number and kind of Shares which may be made
          subject to Options and Dividend Equivalent Rights under the Plan, the
          maximum aggregate number and kind of Shares of Restricted Stock that
          may be granted under the Plan, the


                                       18

<PAGE>

          maximum aggregate number of Phantom Shares and other Awards which may
          be granted under the Plan may be appropriately adjusted by the
          Committee in its discretion; and

          (y) the Committee may take any such action as in its discretion shall
          be necessary to maintain each Participants' rights hereunder
          (including under their Award Agreements) with respect to Options,
          Phantom Shares, and Dividend Equivalent Rights (and, as appropriate,
          other Awards under the Plan), so that they are substantially
          proportionate to the rights existing in such Options, Phantom Shares
          and Dividend Equivalent Rights (and other Awards under the Plan)
          without dilution or enlargement thereof prior to such event,
          including, without limitation, adjustments in (A) the number of
          Options, Phantom Shares and Dividend Equivalent Rights (and other
          Awards under the Plan) granted, (B) the number and kind of shares or
          other property to be distributed in respect of Options, Phantom Shares
          and Dividend Equivalent Rights (and other Awards under the Plan, as
          applicable), (C) the Option Price and Phantom Share Value, and (D)
          performance-based criteria established in connection with Awards;
          provided that, in the discretion of the Committee, the foregoing
          clause (D) may also be applied in the case of any event relating to a
          Subsidiary if the event would have been covered under this Section
          14(a) had the event related to the Company.

To the extent that such action shall include an increase or decrease in the
number of Shares (or units of other property then available) subject to all
outstanding Awards, the number of Shares (or units) available under Section 4
shall be increased or decreased, as the case may be, proportionately, as may be
determined by the Committee in its discretion.

          (b) Any Shares or other securities distributed to a Grantee with
respect to Restricted Stock or otherwise issued in substitution of Restricted
Stock shall be subject to the restrictions and requirements imposed by Section
6, including depositing the certificates therefor with the Company together with
a stock power and bearing a legend as provided in Section 6.2(a).

          (c) If the Company shall be consolidated or merged with another
corporation or other entity, each Grantee who has received Restricted Stock that
is then subject to restrictions imposed by Section 6.3 may be required to
deposit with the successor corporation the certificates, if any, for the stock
or securities or the other property that the Grantee is entitled to receive by
reason of ownership of Restricted Stock in a manner consistent with Section
6.2(b), and such stock, securities or other property shall become subject to the
restrictions and requirements imposed by Section 6.3, and the certificates
therefor or other evidence thereof shall bear a legend similar in form and
substance to the legend set forth in Section 6.2(a).

          (d) If a Change in Control shall occur, then subject to the provisions
of the Plan, the Committee may make such adjustments to Awards as it, in its
discretion, determines are necessary or appropriate in light of the Change in
Control which adjustments may include, but are not limited to, the substitution
of stock other than stock of the Company as the stock optioned hereunder, and
the acceleration of the exercisability of the Options, provided that the
Committee determines that such adjustments do not have an adverse economic
impact on the Participant as determined at the time of the adjustments.

          (e) The judgment of the Committee with respect to any matter referred
to in this Section 14 shall be conclusive and binding upon each Participant
without the need for any amendment to the Plan.

     15.  MISCELLANEOUS.


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          15.1 No Rights to Employment or Other Service.

          Nothing in the Plan or in any grant made pursuant to the Plan shall
confer on any individual any right to continue in the employ or other service of
the Company or its Subsidiaries or interfere in any way with the right of the
Company or its Subsidiaries and its shareholders to terminate the individual's
employment or other service at any time.

          15.2 Right of First Refusal; Right of Repurchase.

          At the time of grant, the Committee may provide in connection with any
grant made under the Plan that Shares received hereunder shall be subject to a
right of first refusal pursuant to which the Company shall be entitled to
purchase such Shares in the event of a prospective sale of the Shares, subject
to such terms and conditions as the Committee may specify at the time of grant
or (if permitted by the Award Agreement) thereafter, and to a right of
repurchase, pursuant to which the Company shall be entitled to purchase such
Shares at a price determined by, or under a formula set by, the Committee at the
time of grant or (if permitted by the Award Agreement) thereafter.

          15.3 No Fiduciary Relationship.

          Nothing contained in the Plan (including without limitation Sections
7.5(c) and 8.4, and no action taken pursuant to the provisions of the Plan,
shall create or shall be construed to create a trust of any kind, or a fiduciary
relationship between the Company or its Subsidiaries, or their officers or the
Committee, on the one hand, and the Participant, the Company, its Subsidiaries
or any other person or entity, on the other.

          15.4 No Fund Created.

          Any and all payments hereunder to any Participant under the Plan shall
be made from the general funds of the Company (or, if applicable, a
Participating Company), no special or separate fund shall be established or
other segregation of assets made to assure such payments, and the Phantom Shares
(including for purposes of this Section 15.4 any accounts established to
facilitate the implementation of Section 7.4(c)) and any other similar devices
issued hereunder to account for Plan obligations do not constitute Common Stock
and shall not be treated as (or as giving rise to) property or as a trust fund
of any kind; provided, however, that the Company may establish a mere
bookkeeping reserve to meet its obligations hereunder or a trust or other
funding vehicle that would not cause the Plan to be deemed to be funded for tax
purposes or for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended. The obligations of the Company under the Plan are
unsecured and constitute a mere promise by the Company to make benefit payments
in the future and, to the extent that any person acquires a right to receive
payments under the Plan from the Company, such right shall be no greater than
the right of a general unsecured creditor of the Company. (If any affiliate of
the Company is or is made responsible with respect to any Awards, the foregoing
sentence shall apply with respect to such affiliate.) Without limiting the
foregoing, Phantom Shares and any other similar devices issued hereunder to
account for Plan obligations are solely a device for the measurement and
determination of the amounts to be paid to a Grantee under the Plan, and each
Grantee's right in the Phantom Shares and any such other devices is limited to
the right to receive payment, if any, as may herein be provided.

          15.5 Notices.

          All notices under the Plan shall be in writing, and if to the Company,
shall be delivered to the Committee or mailed to its principal office, addressed
to the attention of the Committee; and if to the Participant, shall be delivered
personally, sent by facsimile transmission or mailed to the Participant at the


                                       20

<PAGE>

address appearing in the records of the Company. Such addresses may be changed
at any time by written notice to the other party given in accordance with this
Section 15.5.

          15.6 Exculpation and Indemnification.

          The Company shall indemnify and hold harmless the members of the Board
and the members of the Committee from and against any and all liabilities, costs
and expenses incurred by such persons as a result of any act or omission to act
in connection with the performance of such person's duties, responsibilities and
obligations under the Plan, to the maximum extent permitted by law.

          15.7 Captions.

          The use of captions in this Plan is for convenience. The captions are
not intended to provide substantive rights.

          15.8 Governing Law.

          THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF
LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN
THE STATE OF CALIFORNIA.


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1.  DEFINITIONS..........................................................     1
2.  EFFECTIVE DATE AND TERMINATION OF PLAN...............................     4
3.  ADMINISTRATION OF PLAN...............................................     5
4.  SHARES AND UNITS SUBJECT TO THE PLAN.................................     5
5.  PROVISIONS APPLICABLE TO STOCK OPTIONS...............................     6
6.  PROVISIONS APPLICABLE TO RESTRICTED STOCK............................    10
7.  PROVISIONS APPLICABLE TO PHANTOM SHARES..............................    12
8.  PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS..................    14
9.  OTHER EQUITY-BASED AWARDS............................................    16
10. PERFORMANCE GOALS....................................................    16
11. TAX WITHHOLDING......................................................    16
12. REGULATIONS AND APPROVALS............................................    17
13. INTERPRETATION AND AMENDMENTS; OTHER RULES...........................    18
14. CHANGES IN CAPITAL STRUCTURE.........................................    18
15. MISCELLANEOUS........................................................    19
</TABLE>


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                             VINTAGE WINE TRUST INC.

                           2005 EQUITY INCENTIVE PLAN