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                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT dated as of March 23, 2005, by and between Vintage
Wine Trust Inc., with its principal place of business at 1101 Fifth Avenue,
Suite 310 San Rafael, California 94901 (the "Company"), and Joseph W. Ciatti,
residing at the address set forth on the signature page hereof (the
"Executive").

     WHEREAS, the Company wishes to employ the Executive, and the Executive
wishes to accept such offer, on the terms set forth below: Accordingly, the
parties hereto agree as follows:

     1. Term. The Company hereby employs the Executive, and the Executive hereby
accepts such employment, for an initial term commencing as of the date hereof
and continuing for a three-year period following such date, unless sooner
terminated in accordance with the provisions of Section 4 or Section 5; with
such employment to continue for successive one-year periods in accordance with
the terms of this Agreement (subject to termination as aforesaid) unless either
party notifies the other party of non-renewal in writing prior to three months
before the expiration of the initial term and each annual renewal, as applicable
(the period during which the Executive is employed hereunder being hereinafter
referred to as the "Term").

     2. Duties. During the Term, the Executive shall be employed by the Company
as Chief Executive Officer of the Company, and, as such, the Executive shall
faithfully perform for the Company the duties of said offices and shall perform
such other duties of an executive, managerial or administrative nature as shall
be specified and designated from time to time by the board of directors of the
Company (the "Board"). The Executive shall devote a substantial majority of his
business time and effort to the performance of his duties hereunder. Subject to
the foregoing, the Company hereby acknowledges that the Executive may continue
to hold an investment in and serve as the Chairman of Joseph W. Ciatti & Co.,
LLC, and continue to perform his duties in that position.

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     3. Compensation.

     3.1 Salary. The Company shall pay the Executive during the Term a salary at
a minimum rate of $360,000 per annum (the "Annual Salary"), in accordance with
the customary payroll practices of the Company applicable to senior executives.
The Board periodically shall review the Executive's Annual Salary and may
provide for such increases therein as it may in its discretion deem appropriate.
(Any such increased salary shall constitute the "Annual Salary" as of the time
of the increase.)

     3.2 Bonus. During the Term, in addition to the Annual Salary, for each
fiscal year of the Company ending during the Term, the Executive shall have the
opportunity to receive an annual bonus in an amount and on such terms to be
determined by the Company, but which Bonus shall not be less than 40% and shall
not be more than 100% of the Annual Salary. The forgoing shall not limit the
Executive's eligibility to receive any other bonus under any other bonus plan,
stock option or equity-based plan, or other policy or program of the Company.

     3.3 Benefits-In General. The Executive shall be permitted during the Term
to participate in any group life, hospitalization or disability insurance plans,
health programs, retirement plans, fringe benefit programs and other benefits
that may be available to other senior executives of the Company generally, in
each case to the extent that the Executive is eligible under the terms of such
plans or programs.

     3.4 Vacation. The Executive shall be entitled to vacation of no less than
20 business days per year, to be credited in accordance with ordinary Company
policies.

     3.5 Expenses-In General. The Company shall pay or reimburse the Executive
for all ordinary and reasonable out-of-pocket expenses actually incurred (and,
in the case of reimbursement, paid) by the Executive during the Term in the
performance of the Executive's services under this Agreement, in accordance with
the Company's policies regarding such reimbursements.

     3.6 Automobile. The Company shall provide the Executive with an automobile
allowance of $1400 per month.

     4. Termination upon Death or Disability. If the Executive dies during the
Term, the Term shall terminate as of the date of death, and the obligations of
the Company to or with respect to the


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Executive shall terminate in their entirety upon such date except as otherwise
provided under this Section 4. If the Executive is unable to perform
substantially and continuously the duties assigned to him due to a disability as
defined for purposes of the Company's long-term disability plan then in effect,
or, if no such plan is in effect, by virtue of ill health or other disability
for more than 180 consecutive or non-consecutive days out of any consecutive
12-month period, the Company shall have the right, to the extent permitted by
law, to terminate the employment of the Executive upon notice in writing to the
Executive. Upon termination of employment due to death or disability, (i) the
Executive (or the Executive's estate or beneficiaries in the case of the death
of the Executive) shall be entitled to receive any Annual Salary and other
benefits earned and accrued under this Agreement prior to the date of
termination (and reimbursement under this Agreement for expenses incurred prior
to the date of termination); (ii) without duplication of any amounts due under
clause (i), the Executive (or the Executive's estate or beneficiaries in the
case of the death of the Executive) shall receive an amount equal to the annual
bonus that, in the absence of such termination, would have been payable for the
fiscal year in which termination occurs, payable at such time as would have
applied in the absence of such termination, with such amount to be multiplied by
a fraction (x) the numerator of which is the number of days in the fiscal year
preceding the termination and (y) the denominator of which is 365; (iii) all
outstanding unvested equity-based awards (including, without limitation, stock
options and restricted stock) held by the Executive shall fully vest and become
immediately exercisable, as applicable, and subject to the terms of such awards;
and (iv) the Executive (or the Executive's estate or beneficiaries in the case
of the death of the Executive) shall have no further rights to any other
compensation or benefits hereunder, or any other rights hereunder (but, for the
avoidance of doubt, shall receive such disability and death benefits as may be
provided under the Company's plans and arrangements in accordance with their
terms).

     5. Certain Terminations of Employment; Certain Benefits.

     5.1 Termination by the Company for Cause; Termination by the Executive
without Good Reason.

          (a) For purposes of this Agreement, "Cause" shall mean the
Executive's:


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               (i)  commission of, and indictment for or formal admission to a
                    felony, a crime of moral turpitude, dishonesty, breach of
                    trust or unethical business conduct, or any crime involving
                    the Company;

               (ii) continued engagement in the performance of his duties
                    hereunder in willful misconduct, willful or gross neglect,
                    fraud, misappropriation or embezzlement, and then only after
                    appropriate notice of Executive's misconduct or neglect and
                    an appropriate period, as determined by the Board, to remedy
                    such misconduct or neglect;

               (iii) continued failure to materially adhere to the clear
                    directions of the Board, to adhere to the Company's policies
                    and practices or to devote a substantial majority of his
                    business time and efforts to the Company and its
                    subsidiaries;

               (iv) continued failure to substantially perform his duties
                    properly assigned to the Executive by the Board of Directors
                    of the Company in writing (other than any such failure
                    resulting from his Disability);

               (v)  material breach of any of the provisions of Section 6; or

               (vi) material and willful breach of the terms and provisions of
                    this Agreement and failure to cure such breach within 15
                    days following written notice from the Company specifying
                    such breach;

provided that the Company shall not be permitted to terminate the Executive for
Cause except on written notice given to the Executive at any time not more than
30 days following the occurrence of any of the events described in clause (ii)
through (vi) above (or, if later, the Company's knowledge thereof). No
termination for Cause under clause (i) through (vi) shall be effective unless
the Board makes a determination that Cause exists after notice to the Executive,
and the Executive has been provided with an opportunity (with counsel of his
choice) to contest the determination at a meeting of the Board.

          (b) The Company may terminate this Agreement and the Executive's
employment hereunder for Cause, and the Executive may terminate his employment
on at least 30 days' written notice given to the Company. If the Company
terminates the Executive for Cause, or the Executive terminates his employment
and the termination by the Executive is not for Good Reason in accordance with
Section 5.2, (i) the Executive shall receive Annual Salary and other benefits
(including any bonus for a fiscal year completed before termination and awarded
but not yet paid, or in the event of a partial fiscal year, a pro rata bonus
earned through the date of such termination, which is to be calculated based on
the bonus


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earned in the prior fiscal year) earned and accrued under this Agreement prior
to the termination of employment (and reimbursement under this Agreement for
expenses incurred prior to the termination of employment); and (ii) the
Executive shall have no further rights to any other compensation or benefits
under this Agreement on or after the termination of employment.

     5.2 Termination by the Company without Cause; Termination by the Executive
for Good Reason.

          (a) For purposes of this Agreement, "Good Reason" shall mean, unless
otherwise consented to by the Executive,

               (i)  the material reduction of the Executive's title, authority,
                    duties and responsibilities or the assignment to the
                    Executive of duties materially inconsistent with the
                    Executive's position or positions with the Company;

               (ii) a reduction in Annual Salary of the Executive;

               (iii) the relocation of the Executive's office to more than 50
                    miles from San Rafael, California; or

               (iv) the Company's material and willful breach of this Agreement.

Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist
unless notice of termination on account thereof (specifying a termination date
no later than 30 days from the date of such notice) is given no later than 30
days after the time at which the event or condition purportedly giving rise to
Good Reason first occurs or arises and (ii) if there exists (without regard to
this clause (ii)) an event or condition that constitutes Good Reason, the
Company shall have 15 days from the date notice of such a termination is given
to cure such event or condition and, if the Company does so, such event or
condition shall not constitute Good Reason hereunder. In the event of any notice
of non-renewal of this Agreement by the Company, as described in Section 1, then
(i) the Executive shall receive Annual Salary and other benefits (including any
bonus for a fiscal year completed before termination) earned and accrued under
this Agreement prior to the non-renewal of this Agreement (and reimbursement
under this Agreement for expenses incurred prior to the termination of
employment), (ii) the Executive shall receive a single-sum cash payment equal to
the sum of (x) the Executive's Annual Salary as in effect immediately before
such non-renewal, and (y) the Executive's bonus payable in accordance with the
last sentence of Section 3.2


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for the fiscal year in which such non-renewal occurs, payable upon the
expiration of the Term, and (iii) all outstanding unvested equity-based awards
(including without limitation stock options and restricted stock) held by the
Executive shall fully vest and shall become immediately exercisable, as
applicable.

          (b) The Company may terminate the Executive's employment and the
Executive may terminate the Executive's employment with the Company at any time
for any reason or no reason. If the Company terminates the Executive's
employment and the termination is not covered by Section 4 or 5.1, or the
Executive terminates his employment for Good Reason:

               (i)  the Executive shall receive Annual Salary and other benefits
                    (including any bonus for a fiscal year completed before
                    termination) earned and accrued under this Agreement prior
                    to the termination of employment (and reimbursement under
                    this Agreement for expenses incurred prior to the
                    termination of employment);

               (ii) the Executive shall receive a single-sum cash payment equal
                    to 2.99 times the sum of (x) the Executive's Annual Salary
                    as in effect immediately before such termination as
                    calculated for a period of 12 months, and (y) the
                    Executive's bonus payable in accordance with Section 3.2 for
                    the fiscal year in which such termination occurs, payable no
                    later than ten days after such termination;

               (iii) for a period of one year after termination of employment,
                    such continuing coverage under the group health plans the
                    Executive would have received under this Agreement as would
                    have applied in the absence of such termination, provided
                    that the Company shall in no event be required to provide
                    any benefits otherwise required by this clause after such
                    time as the Executive becomes entitled to receive benefits
                    of the same type from another employer or recipient of the
                    Executive's services; and

               (iv) all outstanding unvested equity-based awards (including
                    without limitation stock options and restricted stock) held
                    by the Executive shall fully vest and shall become
                    immediately exercisable, as applicable.

     5.3 Change of Control. Without duplication of the foregoing, upon a "Change
of Control" (as defined below) while the Executive is employed, all outstanding
unvested equity-based awards (including stock options and restricted stock)
shall fully vest and shall become immediately exercisable, as applicable. In
addition, if, after a Change of Control, the Executive terminates his employment
with the Company within the six-month anniversary of the Change of Control, such
termination shall be deemed a termination by the Executive for Good Reason
covered by Section 5.2 (other than for purposes of Section


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6.1(a)). For purposes of this Agreement, "Change in Control" shall mean 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 Securities Exchange Act of
                    1934, as amended (the "Exchange Act"), but excluding the
                    Company, any entity controlling, controlled by or under
                    common control with the Company, any employee benefit plan
                    of the Company or any such entity, and Executive and any
                    "group" (as such term is used in Section 13(d)(3) of the
                    Exchange Act) of which the Executive 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 Common
                    Stock of the Company (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 or a subsequent public offering of the
                    Common Stock under the Securities Act of 1933, as amended;
                    or

               (ii) any consolidation or merger of the Company where the
                    stockholders 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 stockholders 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 stockholders, was approved 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.


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     5.4 Parachutes. If any amount payable to or other benefit receivable by the
Executive pursuant to this Agreement is deemed to constitute a Parachute Payment
(as defined below), alone or when added to any other amount payable or paid to
or other benefit receivable or received by the Executive which is deemed to
constitute a Parachute Payment (whether or not under an existing plan,
arrangement or other agreement), and would result in the imposition on the
Executive of an excise tax under Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), then, in addition to any other benefits to which
the Executive is entitled under this Agreement, the Executive shall be paid by
the Company an amount in cash equal to the sum of the excise taxes payable by
the Executive by reason of receiving Parachute Payments plus the amount
necessary to put the Executive in the same after-tax position (taking into
account any and all applicable federal, state and local excise, income or other
taxes at the highest applicable rates on such Parachute Payments and on any
payments under this Section 5.4 as if no excise taxes had been imposed with
respect to Parachute Payments). "Parachute Payment" shall mean a "parachute
payment" as defined in Section 280G of the Code. The calculation under this
Section 5.4 shall be as determined by the Company's accountants.

     6. Covenants of the Executive.

     6.1 Covenant Against Competition; Other Covenants. The Executive
acknowledges that (i) the principal business of the Company (which expressly
includes for purposes of this Section 6 (and any related enforcement provisions
hereof), its successors and assigns) is the ownership and leasing of vineyards
and other real estate assets related to the wine industry (such business, and
such other principal businesses in which the Company may engage during the
employ of the Executive, as herein being referred to as the "Business";
provided, however, that, for purposes of this Agreement, the definition of
"Business" shall not include the business of Joseph W. Ciatti & Co., LLC as it
exists as of the date hereof.); (ii) the Company is one of the limited number of
persons who have developed such a business; (iii) the Company's Business is, in
part, national in scope; (iv) the Executive's work for the Company has given and
will continue to give him access to the confidential affairs and proprietary
information of the Company; (v) the covenants and agreements of the Executive
contained in this Section 6 are essential to


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the business and goodwill of the Company; and (vi) the Company would not have
entered into this Agreement but for the covenants and agreements set forth in
this Section 6. Accordingly, the Executive covenants and agrees that:

          (a) By and in consideration of the salary and benefits to be provided
by the Company hereunder, and subject to Executive receiving all monies due to
him under the severance arrangements set forth herein, and further in
consideration of the Executive's exposure to the proprietary information of the
Company, the Executive covenants and agrees that, during the period commencing
on the date hereof and ending one year following the date upon which the
Executive shall cease to be an employee of the Company and its affiliates, he
shall not in the United States, directly or indirectly, except with the prior
approval of the Board, (i) engage in the Business (other than for the Company or
its affiliates), or (ii) render any services to any person, corporation,
partnership or other entity (other than the Company or its affiliates) whose
principal business is to engage in the Business or who has taken substantial
measures, or made material investments, evidencing an intention to engage in the
Business other than incidentally as is necessary to engage in its principal
business, or (iii) become interested in any person, corporation, partnership or
other entity (other than the Company or its affiliates) principally engaged in
the Business, as a partner, shareholder, principal, agent, employee, consultant
or in any other relationship or capacity; provided, however, that,
notwithstanding the foregoing, (1) the Executive may continue his investment in
and to serve as the Chairman of Joseph W. Ciatti & Co., LLC, provided that such
entity does not alter its principal business as now conducted so that one of its
principal businesses becomes the Business, and continue to perform his duties in
that position and (2) the Executive may invest in up to 5% of the securities of
any entity, solely for investment purposes and without participating in the
business thereof, if (A) such securities are traded on any national securities
exchange or the National Association of Securities Dealers, Inc. Automated
Quotation System, and (B) the Executive is not a controlling person of, or a
member of a group which controls, such entity (except with respect to Joseph W.
Ciatti & Co., LLC). Notwithstanding the foregoing, the restrictions in this
Section 6(a) shall not apply upon and after a


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termination covered by Section 5.2. In addition, the restrictions of this
Section 6(a) shall not apply to his investment in Joseph W. Ciatti & Co., LLC.

          (b) During and after the period of the Executive's employment with the
Company and its affiliates, the Executive shall keep secret and retain in
strictest confidence, except in connection with the business and affairs of the
Company and its affiliates, all confidential matters relating to the Company's
Business and the business of any of its affiliates and to the Company and any of
its affiliates, learned by the Executive heretofore or hereafter directly or
indirectly from the Company or any of its affiliates (the "Confidential Company
Information"); and shall not disclose such Confidential Company Information to
anyone outside of the Company except with the Company's express written consent
and except for Confidential Company Information which is at the time of receipt
or thereafter becomes publicly known through no wrongful act of the Executive or
is received from a third party not under an obligation to keep such information
confidential and without breach of this Agreement.

          (c) During the period commencing on the date hereof and ending one
year following the date upon which the Executive shall cease to be an employee
of the Company and its affiliates, (i) the Executive shall not, without the
Company's prior written consent, directly or indirectly, knowingly (A) solicit
or encourage to leave the employment or other service of the Company, or any of
its affiliates, any employee or independent contractor thereof or (B) hire (on
behalf of the Executive or any other person or entity) any employee who has left
the employment of the Company or any of its affiliates within the one-year
period which follows the termination of such employee's employment with the
Company and its affiliates, and (ii) the Executive will not, whether for his own
account or for the account of any other person, firm, corporation or other
business organization, intentionally interfere with the Company's or any of its
affiliates' relationship with, or endeavor to entice away from the Company or
any of its affiliates, any person who during the Term is or was a customer or
client of the Company or any of its affiliates.

     6.2 Rights and Remedies upon Breach. The Executive acknowledges and agrees
that any breach by him of any of the provisions of Section 6.1 (the "Restrictive
Covenants") would result in irreparable


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injury and damage for which money damages would not provide an adequate remedy.
Therefore, if the Executive breaches, or threatens to commit a breach of, any of
the provisions of Section 6.1, the Company and its affiliates, in addition to,
and not in lieu of, any other rights and remedies available to the Company and
its affiliates under law or in equity (including, without limitation, the
recovery of damages), shall have the right and remedy to have the Restrictive
Covenants specifically enforced by any court having equity jurisdiction,
including, without limitation, the right to an entry against the Executive of
restraining orders and injunctions (preliminary, mandatory, temporary and
permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants.

     7. Other Provisions.

     7.1 Severability. The Executive acknowledges and agrees that (i) he has had
an opportunity to seek advice of counsel in connection with this Agreement and
(ii) the Restrictive Covenants are reasonable in geographical and temporal scope
and in all other respects. If it is determined that any of the provisions of
this Agreement, including, without limitation, any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder of the
provisions of this Agreement shall not thereby be affected and shall be given
full effect, without regard to the invalid portions.

     7.2 Duration and Scope of Covenants. If any court or other decision-maker
of competent jurisdiction determines that any of the Executive's covenants
contained in this Agreement, including, without limitation, any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographical scope of such provision, then, after such determination
has become final and unappealable, the duration or scope of such provision, as
the case may be, shall be reduced so that such provision becomes enforceable
and, in its reduced form, such provision shall then be enforceable and shall be
enforced.

     7.3 Enforceability; Jurisdiction; Arbitration. Any controversy or claim
arising out of or relating to this Agreement or the breach of this Agreement
(other than a controversy or claim arising under Section 6, to the extent
necessary for the Company (or its affiliates, where applicable) to avail itself
of the rights and remedies referred to in Section 6.2) that is not resolved by
the Executive and the Company (or


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its affiliates, where applicable) shall be submitted to arbitration in San
Francisco, California in accordance with California law and the procedures of
the American Arbitration Association. The determination of the arbitrator(s)
shall be conclusive and binding on the Company (or its affiliates, where
applicable) and the Executive and judgment may be entered on the arbitrator(s)'
award in any court having jurisdiction.

     7.4 Legal Fees. The Company shall pay directly or reimburse the Executive
for all reasonable legal fees and expenses incurred by the Executive in
connection with the review, negotiation and execution of this Agreement.

     7.5 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed, five days after the date of deposit in the United States mails as
follows:

               (i)  If to the Company, to:

               Vintage Wine Trust Inc.
               1101 Fifth Avenue
               Suite 310
               San Rafael, California 94901
               Attention: Richard Shell

               with a copy to:

               Clifford Chance US LLP
               31 West 52nd Street
               New York, New York 10019
               Attention: Jay L. Bernstein

               (ii) If to the Executive, to the address set forth on the
                    signature page hereof.

Any such person may by notice given in accordance with this Section 7.5 to the
other parties hereto designate another address or person for receipt by such
person of notices hereunder.

     7.6 Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.


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     7.7 Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege nor
any single or partial exercise of any such right, power or privilege, preclude
any other or further exercise thereof or the exercise of any other such right,
power or privilege.

     7.8 GOVERNING LAW. THIS AGREEMENT 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; PROVIDED, HOWEVER, AT THE
OPTION OF THE COMPANY, THE RESTRICTIVE COVENANTS (AS DESCRIBED IN SECTIONS 6.1
AND 6.2) SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF MARYLAND 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 MARYLAND.

     7.9 Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, heirs (in the case of
the Executive) and assigns. No rights or obligations of the Company under this
Agreement may be assigned or transferred by the Company except that such rights
or obligations may be assigned or transferred, subject to Section 5.3, pursuant
to a merger or consolidation in which the Company is not the continuing entity,
or the sale or liquidation of all or substantially all of the assets of the
Company; provided, however, that the assignee or transferee is the successor to
all or substantially all of the assets of the Company and such assignee or
transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law.


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     7.10 Withholding. The Company shall be entitled to withhold from any
payments or deemed payments any amount of tax withholding it determines to be
required by law.

     7.11 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, permitted assigns,
heirs, executors and legal representatives.

     7.12 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original but all such counterparts together shall constitute one and the same
instrument. Each counterpart may consist of two copies hereof each signed by one
of the parties hereto.

     7.13 Survival. Anything contained in this Agreement to the contrary
notwithstanding, the provisions of Sections 5 and 6 and any other provisions of
this Agreement expressly imposing obligations that survive termination of
Executive's employment hereunder, and the other provisions of this Section 7 to
the extent necessary to effectuate the survival of such provisions, shall
survive termination of this Agreement and any termination of the Executive's
employment hereunder.

     7.14 Existing Agreements. The Executive represents to the Company that he
is not subject or a party to any employment or consulting agreement,
non-competition covenant or other agreement, covenant or understanding which
might prohibit him from executing this Agreement or limit his ability to fulfill
his responsibilities hereunder.

     7.15 Headings. The headings in this Agreement are for reference only and
shall not affect the interpretation of this Agreement.


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     IN WITNESS WHEREOF, the parties hereto have signed their names as of the
day and year first above written.

                                        VINTAGE WINE TRUST INC.


                                        By: /s/ Tamara D. Fischer
                                            ------------------------------------
                                        Name: Tamara D. Fischer
                                        Title: Chief Financial Officer


                                        /s/ Joseph W. Ciatti
                                        ----------------------------------------
                                        Joseph W. Ciatti


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