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                                                                    EXHIBIT 10.4

                            LONG TERM INCENTIVE PLAN
                             UNIT VESTING AGREEMENT

                        UNDER THE VINTAGE WINE TRUST INC.
                           2005 EQUITY INCENTIVE PLAN

     AGREEMENT by and between Vintage Wine Trust Inc., a Maryland corporation
(the "Company"), and ______________ (the "Grantee"), dated as of the 23rd day of
March, 2005.

     WHEREAS, the Company maintains the Vintage Wine Trust Inc. 2005 Equity
Incentive Plan (as amended from time to time, the "Plan") (capitalized terms
used but not defined herein shall have the respective meanings ascribed thereto
by the Plan);

     WHEREAS, Vintage Wine Trust LP (the "Partnership") was formed and is
operated in accordance with the First Amended and Restated Agreement of Limited
Partnership of Vintage Wine Trust LP (the "Partnership Agreement");

     WHEREAS, as of the date hereof the Company owns indirectly 100% of the
general partnership interests and substantially all of the limited partnership
interests in the Partnership;

     WHEREAS, the Grantee is an employee of the Company; and

     WHEREAS, the Committee has determined that it is in the best interests of
the Company and its shareholders to grant LTIP Units to the Grantee subject to
the terms and conditions set forth below.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   Grant of LTIP Units.

     The Company hereby grants the Grantee __________ LTIP Units (as defined in
the Partnership Agreement, the "LTIP Units") subject to the following terms and
conditions and subject to the provisions of the Plan. The Plan is hereby
incorporated herein by reference as though set forth herein in its entirety.

     2.   Restrictions and Conditions.

     (a)  The LTIP Units awarded pursuant to this Agreement and the Plan shall
          be subject to the following restrictions and conditions:

          (i) Subject to the provisions of the Plan and this Agreement, during
          the Restriction Period, the Grantee shall not be permitted voluntarily
          or involuntarily to sell, transfer, pledge, anticipate, alienate,
          encumber or assign the LTIP Units (or have such LTIP Units attached or
          garnished). Subject to clauses (iii), (iv), (v) and (vi) below, the
          period of restriction with respect to LTIP Units granted hereunder
          (the "Restriction Period") shall begin on the date hereof and lapse on
          the following schedule:

                       Vesting Date   Number of LTIP Units

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          Notwithstanding the foregoing, unless otherwise expressly provided by
          the Committee, the Restriction Period with respect to such LTIP Units
          shall only lapse as to whole LTIP Units.

          (ii) Except as provided in the foregoing clause (i), below in this
          clause (ii) or in the Plan, the Grantee shall have, in respect of the
          LTIP Units, all of the rights of a holder of OP Units, as set forth in
          the Partnership Agreement. Distributions on and allocations with
          respect to the LTIP Units shall be made to the Grantee in accordance
          with the terms of the Partnership Agreement.

          (iii) Subject to clauses (iv), (v) and (vi) below, if the Grantee has
          a Termination of Service by the Company and its Subsidiaries for
          Cause, or by the Grantee for any reason, during the Restriction
          Period, then LTIP Units that have not vested at that time will be
          forfeited to the Company without payment of any consideration by the
          Company, and neither the Grantee nor his successors, heirs, assigns,
          or personal representatives will thereafter have any further rights or
          interests in such LTIP Units.

          (iv) In the event the Grantee has a Termination of Service on account
          of death Disability, or Retirement, 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 Restriction
          Period, then the Restriction Period will immediately lapse on all LTIP
          Units granted to the Grantee and not forfeited previously.

          (v) If the Grantee commences or continues service as a Director or
          consultant of the Company or one of its Subsidiaries upon termination
          of employment, such continued service shall be treated as continued
          employment hereunder (and for purposes of the Plan), and the
          subsequent termination of service shall be treated as the applicable
          termination of employment for purposes of this Agreement.

          (vi) If the Grantee is party to an employment agreement which provides
          that LTIP Units subject to restriction shall be subject to terms other
          than those set forth above, the terms of such employment agreement
          shall apply with respect to the LTIP Units granted hereby and shall,
          to the extent applicable, supersede the terms hereof.

     (b)  The Grantee shall have no rights with respect to this Agreement unless
          he or she shall have accepted this Agreement prior to the close of
          business on the date specified above by (i) signing and delivering to
          the Partnership a copy of this Agreement and (ii) unless the Grantee
          is already a Limited Partner (as defined in the Partnership
          Agreement), signing, as a Limited Partner, and delivering to the
          Partnership a counterpart signature page to the Partnership Agreement
          (attached hereto as Annex A).

     3.   Certain Terms of LTIP Units.

     (a)  Upon acceptance of this Agreement by the Grantee, Exhibit A of the
          Partnership Agreement shall be amended to reflect the issuance to the
          Grantee of the LTIP Units so accepted.

     (b)  (i) Notwithstanding the foregoing, so long as the Grantee holds any
          LTIP Units, the Grantee shall disclose to the Company or the
          Partnership, as applicable, in writing such information as may be
          reasonably requested with respect to ownership of LTIP Units as


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          the Company or the Partnership, as applicable, may deem reasonably
          necessary to ascertain and establish compliance with provisions of the
          Internal Revenue Code of 1986, as amended (the "Code"), applicable to
          the Company or the Partnership, as applicable, or to comply with
          requirements of any other appropriate taxing authority.

          (ii) The Grantee hereby agrees to make an election under Section 83(b)
          of the Code with respect to the LTIP Units awarded hereunder, and has
          delivered with this Agreement a completed, executed copy of the
          election form attached hereto as Annex B. The Grantee agrees to file
          the election (or to permit the Company or the Partnership to file such
          election on the Grantee's behalf) within 30 days after the award of
          the LTIP Units hereunder with the IRS Service Center at which such
          Grantee files his or her personal income tax returns, and to file a
          copy of such election with the Grantee's U.S. federal income tax
          return for the taxable year in which the LTIP Units are awarded to the
          Grantee.

     4.   Miscellaneous.

     (a)  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.

     (b)  The captions of this Agreement are not part of the provisions hereof
          and shall have no force or effect. This Agreement may not be amended
          or modified except by a written agreement executed by the parties
          hereto or their respective successors and legal representatives. The
          invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement.

     (c)  The Committee may make such rules and regulations and establish such
          procedures for the administration of this Agreement as it deems
          appropriate. Without limiting the generality of the foregoing, the
          Committee may interpret the Plan and this Agreement, with such
          interpretations to be conclusive and binding on all persons and
          otherwise accorded the maximum deference permitted by law, provided
          that the Committee's interpretation shall not be entitled to deference
          on and after a Change in Control except to the extent that such
          interpretations are made exclusively by members of the Committee who
          are individuals who served as Committee members before the Change in
          Control and take any other actions and make any other determinations
          or decisions that it deems necessary or appropriate in connection with
          the Plan, this Agreement or the administration or interpretation
          thereof. In the event of any dispute or disagreement as to
          interpretation of the Plan or this Agreement or of any rule,
          regulation or procedure, or as to any question, right or obligation
          arising from or related to the Plan or this Agreement, the decision of
          the Committee shall be final and binding upon all persons.

     (d)  All notices hereunder shall be in writing, and if to the Company or
          the Committee, shall be delivered to the Board or mailed to its
          principal office, addressed to the attention of the Board; and if to
          the Grantee, shall be delivered personally, sent by facsimile
          transmission or mailed to the Grantee at the 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
          paragraph 4(d).


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     (e)  The failure of the Grantee or the Company to insist upon strict
          compliance with any provision of this Agreement or the Plan, or to
          assert any right the Grantee or the Company, respectively, may have
          under this Agreement or the Plan, shall not be deemed to be a waiver
          of such provision or right or any other provision or right of this
          Agreement or the Plan.

     (f)  Nothing in this Agreement shall confer on the Grantee 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 affiliates to terminate the Grantee's employment or other service
          at any time.

     (g)  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, other than the
          Employment Agreement if and to the extent the Employment Agreement is
          in effect at the relevant time.


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     IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.

                                        VINTAGE WINE TRUST INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        ----------------------------------------


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