<PAGE>

                                                                     EXHIBIT 4.3

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                             VINTAGE WINE TRUST INC.

                                       AND

                                 CERTAIN PERSONS

                           LISTED ON SCHEDULE 1 HERETO

                                   DATED AS OF

                                 MARCH 23, 2005

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                                TABLE OF CONTENTS

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                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 1.   DEFINITIONS.................................................     1

SECTION 2.   SHELF REGISTRATIONS.........................................     3

SECTION 3.   BLACK-OUT PERIODS...........................................     4

SECTION 4.   REGISTRATION PROCEDURES.....................................     4

SECTION 5.   INDEMNIFICATION.............................................     7

SECTION 6.   MARKET STAND-OFF AGREEMENT..................................     9

SECTION 7.   COVENANTS RELATING TO RULE 144..............................     9

SECTION 8.   MISCELLANEOUS...............................................     9
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                                       -i-

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                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March
___, 2005, is made and entered into by and among Vintage Wine Trust Inc., a
Maryland corporation (the "COMPANY"), and certain persons listed on Schedule 1
hereto (such persons, in their capacity as holders of Registrable Securities,
the "HOLDERS," and each the "HOLDER"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in Section 1 hereto.

                                   WITNESSETH:

     WHEREAS, Vintage Wine Trust LP, a Delaware limited partnership ("VWT OP"),
and the Holders have entered into contribution agreements, pursuant to which
such persons contributed or caused to be contributed their membership interests
in, and other rights with respect to VWP LLC, a Delaware limited liability
company ("VWP LLC"), in exchange for limited partnership units of VWT OP
exchangeable, under certain circumstances, into shares of common stock, par
value $0.01 per share, of the Company (the "COMMON SHARES") on a one-for-one
basis (such exchanged units in the aggregate, the "OP UNITS"); and

     WHEREAS, the Company desires to enter into this Agreement with the Holders
in order to grant the Holders the registration rights contained herein.

     NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     Section 1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:

     "AFFILIATE" shall mean, when used with reference to a specified Person, (i)
any Person that directly or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the specified
Person; (ii) any Person who, from time to time, is a member of the Immediate
Family of a specified Person; (iii) any Person who, from time to time, is an
officer or director or manager of a specified Person; or (iv) any Person who,
directly or indirectly, is the beneficial owner of 50% or more of any class of
equity securities or other ownership interests of the specified Person, or of
which the specified Person is directly or indirectly the owner of 50% or more of
any class of equity securities or other ownership interests.

     "AGREEMENT" shall mean this Registration Rights Agreement as originally
executed and as amended, supplemented or restated from time to time.

     "BOARD" shall mean the Board of Directors of the Company.

     "BUSINESS DAY" shall mean each day other than a Saturday, a Sunday or any
other day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to be closed.

     "COMMON SHARES" shall mean the shares of common stock, par value $.01 per
share, of the Company.

<PAGE>

     "COMMISSION" shall mean the Securities and Exchange Commission and any
successor thereto.

     "COMPANY" shall have the meaning set forth in the introductory paragraph
hereof.

     "CONTROL" (including the terms "CONTROLLING," "CONTROLLED BY" and "UNDER
COMMON CONTROL WITH") shall mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person through the ownership of Voting Power, by contract or otherwise.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended
(or any corresponding provision of succeeding law) and the rules and regulations
thereunder.

     "HOLDER" shall mean each holder of OP Units and/or the Common Shares
issuable upon conversion of the OP Units, listed in Schedule 1 hereto, in his,
her or its capacity as a holder of Registrable Securities. For purposes of this
Agreement, the Company may deem and treat the registered holder of a Registrable
Security as the Holder and absolute owner thereof, unless notified to the
contrary in writing by the registered Holder thereof.

     "IPO" means an underwritten initial public offering by the Company of the
Common Shares pursuant to an effective registration statement filed with the
Commission under the Securities Act, or any comparable document under any
similar federal statute then in force.

     "MARKET VALUE" shall mean, as of any date, the average closing price of the
Registrable Securities on the principal national securities exchange or national
quotation system in which the Registrable Securities are admitted for trading or
quotation over the ten trading days preceding such date, or if closing prices
are not available, the average of the averages of the closing bid and asked
prices over such period on such exchange or system.

     "OP UNITS" shall have the meaning set forth in the Recitals hereof.

     "PERSON" shall mean any individual, partnership, corporation, limited
liability company, joint venture, association, trust, unincorporated
organization or other governmental or legal entity.

     "PRIVATE OFFERING REGISTRATION RIGHTS AGREEMENT" shall mean that
Registration Rights Agreement dated as of March __, 2005, between the Company
and Friedman, Billings, Ramsey & Co., Inc.

     "PUBLIC OFFERING" shall mean any offering of Registrable Securities to the
public pursuant to an effective registration statement filed with the Commission
under the Securities Act, or any comparable document under any similar federal
statute then in force.

     "REGISTRABLE SECURITIES" shall mean at any time a class of equity
securities of the Company or of a successor to the entire business of the
Company which (i) are (A) the Common Shares and (B) the Common Shares that may
be acquired by the Holders in connection with the exercise by such Holders of
the exchange rights associated with the OP Units and (ii) are of a class of
securities that are listed for trading on a national securities exchange;
provided, however, such Registrable Securities shall cease to be Registrable
Securities when (A) a registration statement with respect to the sale of such
Registrable Securities shall have become effective under the Securities Act and
all such Registrable Securities shall have been disposed of in accordance with
such registration statement, (B) such Registrable Securities shall have been
sold in accordance with Rule 144 (or any successor provision) under the
Securities Act, (C) such Registrable Securities become eligible to be publicly
sold without limitation as to amount or


                                        2

<PAGE>

manner of sale pursuant to Rule 144(k) (or any successor provision) under the
Securities Act or (D) such Registrable Securities have ceased to be outstanding.

     "REGISTRATION EXPENSES" shall mean (i) the fees and disbursements of
counsel and independent public accountants for the Company incurred in
connection with the Company's performance of or compliance with this Agreement,
including the expenses of any special audits or "comfort" letters required by or
incident to such performance and compliance, and any premiums and other costs of
policies of insurance obtained by the Company against liabilities arising out of
the sale of any securities and (ii) all registration, filing and stock exchange
fees, all fees and expenses of complying with securities or "blue sky" laws, all
fees and expenses of custodians, transfer agents and registrars, all printing
expenses, messenger and delivery expenses and any fees and disbursements of one
common counsel retained by a majority of the Registrable Securities; provided,
however, "Registration Expenses" shall not include any out-of-pocket expenses of
the Holders, transfer taxes, underwriting or brokerage commissions or discounts
associated with effecting any sales of Registrable Securities that may be
offered, which expenses shall be borne by each Holder of Registrable Securities
on a pro rata basis with respect to the Registrable Securities so sold.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended (or any
successor corresponding provision of succeeding law), and the rules and
regulations thereunder.

     "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in Section
2(a) hereof.

     "STAND-OFF PERIOD" shall have the meaning set forth in Section 6 hereof.

     "VOTING POWER" shall mean voting securities or other voting interests
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of board members or Persons performing
substantially equivalent tasks and responsibilities with respect to a particular
entity.

     "VWP LLC" shall have the meaning set forth in the introductory paragraph
hereof.

     "VWT OP" shall have the meaning set forth in the Recitals hereof.

     Section 2. Shelf Registrations.

          a. Shelf Registration. The Company agrees to use commercially
reasonable efforts to file with the Commission no later than 14 months following
the earlier of (i) the completion of the IPO and (ii) the effectiveness of a
shelf registration statement pursuant to the Private Offering Registration
Rights Agreement, and in any case only during a period of time that the issuer
of the Registrable Securities is eligible to use Form S-3 (or any similar or
successor form), a registration statement under the Securities Act on Form S-3
(or any similar or successor form) for the offering on a continuous or delayed
basis in the future covering resales of the Registrable Securities (the "SHELF
REGISTRATION STATEMENT"), and will use commercially reasonable efforts to cause
such Shelf Registration Statement to be declared effective by the Commission as
soon as practicable thereafter. The Shelf Registration Statement shall be on an
appropriate form and the registration statement and any form of prospectus
included therein (or prospectus supplement relating thereto) shall reflect the
plan of distribution or method of sale as the Holders may from time to time
notify the Company.

          b. Effectiveness. The Company shall use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective for the
period beginning on the date on which the Shelf Registration Statement is
declared effective and ending on the date that all of the Registrable Securities
registered under the Shelf Registration Statement cease to be Registrable
Securities. During


                                        3

<PAGE>

the period that the Shelf Registration Statement is effective, the Company shall
supplement or make amendments to the Shelf Registration Statement, if required
by the Securities Act or if reasonably requested by the Holders (whether or not
required by the form on which the securities are being registered), including to
reflect any specific plan of distribution or method of sale, and shall use its
commercially reasonable efforts to have such supplements and amendments declared
effective, if required, as soon as practicable after filing.

     Section 3. Black-Out Periods.

     Notwithstanding anything herein to the contrary, the Company shall have the
right, exercisable from time to time by delivery of a notice authorized by the
Board, on not more than four occasions, to require the Holders not to sell
pursuant to a registration statement or similar document under the Securities
Act filed pursuant to Section 2 or to suspend the effectiveness thereof if at
the time of the delivery of such notice, the Board has considered a plan to
engage no later than 90 days following the date of such notice in a firm
commitment underwritten public offering or if the Board has reasonably and in
good faith determined that such registration and offering, continued
effectiveness or sale would materially interfere with any material transaction
involving the Company or otherwise not be in the best interests of the Company;
provided, however, that in no event shall the black-out period extend for more
than 90 days in any twelve month period. The Company, as soon as practicable,
shall (i) give the Holders prompt written notice in the event that the Company
has suspended sales of Registrable Securities pursuant to this Section 3, (ii)
give the Holders prompt written notice of the completion of such offering or
material transaction and (iii) promptly file any amendment necessary for any
registration statement or prospectus of the Holders in connection with the
completion of such event.

     Each Holder agrees by acquisition of the Registrable Securities that upon
receipt of any notice from the Company of the happening of any event of the kind
described in this Section 3, such Holder will forthwith discontinue its
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such Holder's receipt of the
notice of completion of such event.

     In addition to the foregoing, the Company and the Holders agree that any
suspension of a registration statement covering the Registrable Shares (as
defined in the Private Offering Registration Rights Agreement) shall also
require a suspension of the effectiveness of the registration statement covering
the Registrable Securities.

     Section 4. Registration Procedures.

          a. In connection with the filing of any registration statement as
provided in this Agreement, the Company shall use commercially reasonable
efforts to, as expeditiously as reasonably practicable:

               (i) prepare and file with the Commission the requisite
     registration statement (including a prospectus therein and any supplement
     thereto) to effect such registration and use its commercially reasonable
     efforts to cause such registration statement to become effective; provided,
     however, that before filing such registration statement or any amendments
     or supplements thereto, the Company will furnish copies of all such
     documents proposed to be filed to counsel for the sellers of Registrable
     Securities covered by such registration statement and provide Business Days
     for such sellers and their counsel to comment upon such documents if so
     requested by a Holder;


                                        4

<PAGE>

               (ii) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to maintain the effectiveness of
     such registration and to comply with the provisions of the Securities Act
     with respect to the disposition of all securities covered by such
     registration statement during the period in which such registration
     statement is required to be kept effective;

               (iii) furnish to each Holder of the securities being registered,
     without charge, such number of conformed copies of such registration
     statement and of each such amendment and supplement thereto (in each case
     including all exhibits) other than those which are being incorporated into
     such registration statement by reference, such number of copies of the
     prospectus contained in such registration statements (including each
     complete prospectus and any summary prospectus) and any other prospectus
     filed under Rule 424 under the Securities Act in conformity with the
     requirements of the Securities Act, and such other documents, including
     documents incorporated by reference, as the Holders may reasonably request;

               (iv) register or qualify all Registrable Securities under such
     other securities or "blue sky" laws of such jurisdictions as the Holders
     and the underwriters of the securities being registered, if any, shall
     reasonably request, to keep such registration or qualification in effect
     for so long as such registration statement remains in effect, and take any
     other action which may be reasonably necessary or advisable to enable the
     Holders to consummate the disposition in such jurisdiction of the
     securities owned by the Holders, except that the Company shall not for any
     such purpose be required to qualify generally to do business as a foreign
     company or to register as a broker or dealer in any jurisdiction where it
     would not otherwise be required to qualify but for this Section 4(a)(iv),
     or to consent to general service of process in any such jurisdiction, or to
     be subject to any material tax obligation in any such jurisdiction where it
     is not then so subject;

               (v) promptly notify the Holders at any time when the Company
     becomes aware that a prospectus relating thereto is required to be
     delivered under the Securities Act, of the happening of any event as a
     result of which the prospectus included in such registration statement, as
     then in effect, includes an untrue statement of a material fact or omits to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances under
     which they were made, and, at the request of the Holders, promptly prepare
     and furnish to the Holders a reasonable number of copies of a supplement to
     or an amendment of such prospectus as may be necessary so that, as
     thereafter delivered to the purchasers of such securities, such prospectus
     shall not include an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in the light of the circumstances under
     which they were made;

               (vi) comply or continue to comply in all material respects with
     the Securities Act and the Exchange Act and with all applicable rules and
     regulations of the Commission thereunder so as to enable any Holder to sell
     its Registrable Securities pursuant to Rule 144 promulgated under the
     Securities Act, as further agreed to in Section 7 hereof;

               (vii) make available to its security holders, as soon as
     reasonably practicable, an earnings statement covering the period of at
     least 12 months, but not more than 18 months, beginning with the first
     calendar month after the effective date of such registration statement,
     which earnings statement shall satisfy the provisions of Section 11(a) of
     the Securities Act;


                                        5

<PAGE>

               (viii) provide a transfer agent and registrar for all Registrable
     Securities covered by such registration statement not later than the
     effective date of such registration statement;

               (ix) cooperate with the Holders to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities to be sold and not bearing any Securities Act legend; and enable
     certificates for such Registrable Securities to be issued for such number
     of shares and registered in such names as the Holders may reasonably
     request in writing at least two Business Days prior to any sale of
     Registrable Securities;

               (x) list all Registrable Securities covered by such registration
     statement on any securities exchange or national quotation system on which
     any such class of securities is then listed or quoted and cause to be
     satisfied all requirements and conditions of such securities exchange or
     national quotation system to the listing or quoting of such securities that
     are reasonably within the control of the Company including, without
     limitation, registering the applicable class of Registrable Securities
     under the Exchange Act, if appropriate, and using commercially reasonable
     efforts to cause such registration to become effective pursuant to the
     rules of the Commission;

               (xi) in connection with any sale, transfer or other disposition
     by any Holder of any Registrable Securities pursuant to Rule 144
     promulgated under the Securities Act, cooperate with such Holder to
     facilitate the timely preparation and delivery of certificates representing
     the Registrable Securities to be sold and not bearing any Securities Act
     legend, and enable certificates for such Registrable Securities to be for
     such number of shares and registered in such name as the Holders may
     reasonably request in writing at least three Business Days prior to any
     sale of Registrable Securities;

               (xii) notify each Holder, promptly after it shall receive notice
     thereof, of the time when such registration statement, or any
     post-effective amendments to the registration statement, shall have become
     effective, or a supplement to any prospectus forming part of such
     registration statement has been filed or when any document is filed with
     the Commission which would be incorporated by reference into the
     prospectus;

               (xiii) notify each Holder of any request by the Commission for
     the amendment or supplement of such registration statement or prospectus
     for additional information; and

               (xiv) advise each Holder, promptly after it shall receive notice
     or obtain knowledge thereof, of (A) the issuance of any stop order,
     injunction or other order or requirement by the Commission suspending the
     effectiveness of such registration statement or the initiation or
     threatening of any proceeding for such purpose and use all commercially
     reasonable efforts to prevent the issuance of any stop order, injunction or
     other order or requirement or to obtain its withdrawal if such stop order,
     injunction or other order or requirement should be issued; provided,
     however, that if applicable, the Company shall first use all commercially
     reasonable efforts to prevent the issuance of any stop order, injunction or
     other order or requirement or to obtain its withdrawal if such stop order,
     injunction or other order or requirement should be issued with respect to a
     registration statement covering the Registrable Shares (as defined in the
     Private Offering Registration Rights Agreement) prior to doing the same
     with respect to the registration statement covering the Registrable
     Securities; (B) the suspension of the registration of the subject shares of
     the Registrable Securities in any state jurisdiction and (C) the removal of
     any such stop order, injunction or other order or requirement or proceeding
     or the lifting of any such suspension.


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<PAGE>

          b. In connection with the filing of any registration statement
covering Registrable Securities, each Holder shall furnish in writing to the
Company such information regarding such Holder (and any of its Affiliates), the
Registrable Securities to be sold, the intended method of distribution of such
Registrable Securities and such other information requested by the Company as is
necessary or advisable for inclusion in the registration statement relating to
such offering pursuant to the Securities Act. Such writing shall expressly state
that it is being furnished to the Company for use in the preparation of a
registration statement, preliminary prospectus, supplementary prospectus, final
prospectus or amendment or supplement thereto, as the case may be.

     Each Holder agrees by acquisition of the Registrable Securities that (i)
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 4(a)(v), such Holder will forthwith discontinue its
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section
4(a)(v); (ii) upon receipt of any notice from the Company of the happening of
any event of the kind described in clause (A) of Section 4(a)(xiv), such Holder
will discontinue its disposition of Registrable Securities pursuant to such
registration statement until such Holder's receipt of the notice described in
clause (C) of Section 4(a)(xiv); and (iii) upon receipt of any notice from the
Company of the happening of any event of the kind described in clause (B) of
Section 4(a)(xiv), such Holder will discontinue its disposition of Registrable
Securities pursuant to such registration statement in the applicable state
jurisdiction(s) until such Holder's receipt of the notice described in clause
(C) of Section 4(a)(xiv).

     Section 5. Indemnification.

          a. Indemnification by the Company. The Company agrees to indemnify and
hold harmless each Holder, its partners, officers, directors, trustees,
stockholders, employees, agents and investment advisers, and each Person, if
any, who controls such Holder within the meaning of the Securities Act or the
Exchange Act, together with the partners, officers, directors, trustees,
stockholders, employees, agents and investment advisers of such controlling
person, against any losses, claims, damages, and expenses (including, without
limitation, reasonable attorneys' fees), joint or several, to which the Holders
or any such indemnitees may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, liabilities and expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the registration statement under which such
Registrable Securities were registered and sold under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or arising out of or based upon
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and the Company will
reimburse each Holder for any reasonable legal or any other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, liability, action or proceedings; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged statement or omission or
alleged omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Holder specifically stating that it is for use in the preparation
thereof; and provided, further, that the Company shall not be liable to the
Holders or any other Person who controls such Holder within the meaning of the
Securities Act or the Exchange Act in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person's failure to send or give a copy of the final
prospectus or supplement to the Persons asserting an untrue statement or alleged
untrue statement or omission or


                                        7

<PAGE>

alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus or supplement, or use by a Holder of a final
prospectus or supplement when participating in a distribution during a period
when a stop order has been issued in respect thereof or any motion or proceeding
for that purpose has been initiated or such use has otherwise been suspended in
accordance with the terms hereof, and notice thereof has been given to, and
received by, the Holder prior to such use. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Holders or any such controlling Person and shall survive the transfer of such
securities by the Holders.

          b. Indemnification by the Holders. Each Holder agrees to indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
5(a)) the Company, each member of the Board, each officer, employee, agent and
investment adviser of the Company and each other Person, if any, who controls
any of the foregoing within the meaning of the Securities Act or the Exchange
Act, with respect to any untrue statement or alleged untrue statement of a
material fact in or omission or alleged omission to state a material fact from
such registration statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, if
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Holder regarding such Holder giving such
indemnification specifically stating that it is for use in the preparation of
such registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company
or any such Board member, officer, employee, agent, investment adviser or
controlling Person and shall survive the transfer of such securities by any
Holder. The obligation of a Holder to indemnify will be several and not joint,
among the Holders of Registrable Securities and the liability of each such
Holder of Registrable Securities will be in proportion to and limited in all
events to the gross amount received by such Holder from the sale of Registrable
Securities pursuant to such registration statement.

          c. Notices of Claims, etc. Promptly after receipt by an indemnified
party of notice of the commencement of any action or proceeding involving a
claim referred to in the preceding paragraphs of this Section 5, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided, however, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations under the preceding paragraphs of this Section 5, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
unless in such indemnified party's reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist in respect of such
claim, the indemnifying party shall be entitled to assume the defense thereof,
for itself, if applicable, together with any other indemnified party similarly
notified, and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to the indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof.

          d. Indemnification Payments. To the extent that the indemnifying party
does not assume the defense of an action brought against the indemnified party
as provided in Section 5(c), the indemnified party (or parties if there is more
than one) shall be entitled to the reasonable legal expenses of common counsel
for the indemnified party (or parties). In such event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of such indemnifying party, which consent shall not be unreasonably withheld.
The indemnification required by this Section 5 shall be made by periodic
payments of the amount thereof during the course of an investigation or defense,
as and when bills are received or expense, loss, damage or liability is
incurred. The indemnifying party shall


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<PAGE>

not settle any claim without the consent of the indemnified party unless such
settlement involves a complete release of such indemnified party without any
admission of liability by the indemnified party.

          e. Contribution. If, for any reason, the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided by
subclause (i) above is not permitted by applicable law, in the proportion as is
appropriate to reflect not only the relative fault of the indemnifying party and
the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as
well as any other relevant equitable considerations. No indemnified party guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any indemnifying party
who was not guilty of such fraudulent misrepresentation, and the liability for
contribution of each Holder of Registrable Securities will be in proportion to
and limited in all events to the net amount received by such Holder from the
sale of Registrable Securities pursuant to such registration statement.

     Section 6. Market Stand-Off Agreement. Each Holder hereby agrees that it
shall not, to the extent requested by the Company or an underwriter of
securities of the Company, directly or indirectly sell, offer to sell (including
without limitation any short sale), grant any option or otherwise transfer or
dispose of any Registrable Securities (other than to donees or partners of the
Holder who agree to be similarly bound) within 30 days prior to and for up to 60
days following the effective date of a registration statement of the Company
filed under the Securities Act or the date of an underwriting agreement with
respect to an underwritten public offering of the Company's securities (the
"STAND-OFF PERIOD"); provided, however, that:

          a. with respect to the Stand-Off Period, such agreement shall not be
applicable to the Registrable Securities to be sold on the Holder's behalf to
the public in an underwritten offering pursuant to such registration statement;

          b. all executive officers and directors of the Company then holding
Common Stock of the Company shall enter into similar agreements (unless such
Holder is an executive officer or director of the Company, in which case this
clause shall not be applicable with respect to such Holder);

          c. the Company shall use commercially reasonable efforts to obtain
similar agreements from each 5% or greater shareholder of the Company; and

          d. the Holders shall be allowed any concession or proportionate
release allowed to any (i) officer, (ii) director or (iii) other 5% or greater
shareholder of the Company that entered into similar agreements;

provided further, however, that no Registrable Securities may be included in any
underwritten offering unless and until all Registrable Shares (as such term is
defined in the Private Offering Registration Statement) have been given the
opportunity to be included, and have been included to the extent so desired, in
such underwritten offering.


                                        9

<PAGE>

     In order to enforce the foregoing covenant, the Company shall have the
right to place restrictive legends on the certificates representing the
Registrable Securities subject to this Section 6 and to impose stop transfer
instructions with respect to the Registrable Securities and such other Common
Shares of each Holder (and the Common Shares or securities of every other person
subject to the foregoing restriction) until the end of such period.

     Section 7. Covenants Relating To Rule 144. At such times as the Company
becomes obligated to file reports in compliance with either Section 13 or 15(d)
of the Exchange Act, the Company covenants that it will use commercially
reasonable efforts to file any reports required to be filed by it under the
Securities Act and the Exchange Act and that it will use commercially reasonable
efforts to take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable Holders to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
rule may be amended from time to time or (b) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.

     Section 8. Miscellaneous.

          a. Termination; Survival. The rights of each Holder under this
Agreement shall terminate upon the date that all of the Registrable Securities
held by such Holder may be sold during any three-month period in a single
transaction or series of transactions without volume limitations under Rule 144
(or any successor provision) under the Securities Act, or there ceases to be any
Registrable Securities. Notwithstanding the foregoing, the obligations of the
parties under Section 5 and paragraphs (d), (e), (g), (h), (i), (j), (k), (l),
(n) and (o) of this Section 8 shall survive the termination of this Agreement.

          b. Expenses. All Registration Expenses incurred in connection with any
Shelf Registration under Section 2 shall be borne by the Company, whether or not
any registration statement related thereto becomes effective.

          c. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to each of the other parties.

          d. Applicable Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York. The parties
consent to the exclusive jurisdiction of the United States District Court for
the Southern District of New York in connection with any civil action concerning
any controversy, dispute or claim arising out of or relating to this Agreement,
or any other agreement contemplated by, or otherwise with respect to, this
Agreement or the breach hereof, unless such court would not have subject matter
jurisdiction thereof, in which event the parties consent to the jurisdiction of
the State of New York. The parties hereby waive and agree not to assert in any
litigation concerning this Agreement the doctrine of forum non conveniens.

          e. Waiver Of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

          f. Prior Agreement; Construction; Entire Agreement. This Agreement,
including the exhibits and other documents referred to herein (which form a part
hereof), constitutes the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior agreements and


                                       10

<PAGE>

understandings between the parties, and all such prior agreements and
understandings are merged herein and shall not survive the execution and
delivery hereof.

          g. Notices. All notices or other communications required or permitted
to be given hereunder shall be in writing and shall be delivered by hand or
sent, postage prepaid, by registered, certified or express mail or reputable
overnight courier service or be telecopier and shall be deemed given when so
delivered by hand or, if mailed, three days after mailing (one Business Day in
the case of express mail or overnight courier service), addressed as follows:

If to the Holder:    To the address indicated for such Holder in Schedule 1
                     hereto.

If to the Company:   Vintage Wine Trust Inc.
                     1101 Fifth Avenue
                     Suite 315
                     San Rafael, CA 94901
                     Facsimile: 415-456-0430

                     with a copy to:

                     Clifford Chance US LLP
                     31 West 52nd Street
                     New York, New York 10019
                     Attention: Jay L. Bernstein
                     Facsimile: 212-878-8375

          h. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may assign
its rights or obligations hereunder to any successor to the Company's business
or with the prior written consent of Holders of a majority of the then
outstanding Registrable Securities. Notwithstanding the foregoing, no assignee
of the Company shall have any of the rights granted under this Agreement until
such assignee shall acknowledge its rights and obligations hereunder by a signed
written agreement pursuant to which such assignee accepts such rights and
obligations.

          i. Headings. Headings are included solely for convenience of reference
and if there is any conflict between headings and the text of this Agreement,
the text shall control.

          j. Amendments And Waivers. The provisions of this Agreement may be
amended or waived at any time only by the written agreement of the Company and
the Holders of a majority of the Registrable Securities; provided, however, that
the provisions of this Agreement may not be amended or waived without the
consent of the Holders of all the Registrable Securities adversely affected by
such amendment or waiver if such amendment or waiver adversely affects a portion
of the Registrable Securities but does not so adversely affect all of the
Registrable Securities; provided, further, that the provisions of the preceding
provision may not be amended or waived except in accordance with this sentence.
Any waiver, permit, consent or approval of any kind or character on the part of
any such Holders of any provision or condition of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in
writing. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder of Registrable Securities and the Company.


                                       11

<PAGE>

          k. Interpretation; Absence Of Presumption. For the purposes hereof,
(i) words in the singular shall be held to include the plural and vice versa and
words of one gender shall be held to include the other gender as the context
requires, (ii) the terms "hereof," "herein," and "herewith" and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole and not to any particular provision of this Agreement, and Section,
paragraph or other references are to the Sections, paragraphs, or other
references to this Agreement unless otherwise specified, (iii) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless the context otherwise requires or unless
otherwise specified, (iv) the word "or" shall not be exclusive and (v)
provisions shall apply, when appropriate, to successive events and transactions.

          This Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting or
causing any instruments to be drafted.

          l. Severability. If any provision of this Agreement shall be or shall
be held or deemed by a final order by a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of
rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein
so as to give full force and effect to the remaining such terms and provisions.

          m. Specific Performance; Other Rights. The parties recognize that
various other rights rendered under this Agreement are unique and, accordingly,
the parties shall, in addition to such other remedies as may be available to
them at law or in equity, have the right to enforce the rights under this
Agreement by actions for injunctive relief and specific performance.

          n. Further Assurances. In connection with this Agreement, as well as
all transactions and covenants contemplated by this Agreement, each party hereto
agrees to execute and deliver or cause to be executed and delivered such
additional documents and instruments and to perform or cause to be performed
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
all such transactions and covenants contemplated by this Agreement.

          o. No Waiver. The waiver of any breach of any term or condition of
this Agreement shall not operate as a waiver of any other breach of such term or
condition or of any other term or condition, nor shall any failure to enforce
any provision hereof operate as a waiver of such provision or of any other
provision hereof.

                            [SIGNATURE PAGE FOLLOWS]


                                       12

<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.

                                        Vintage Wine Trust Inc.,
                                        a Maryland corporation


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


                                        HOLDERS:


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


                                        /s/ Richard N. Shell
                                        ----------------------------------------
                                        Richard N. Shell


                                        /s/ Tamara D. Fischer
                                        ----------------------------------------
                                        Tamara D. Fischer


                                        /s/ Don Green
                                        ----------------------------------------
                                        Don Green


                                        First Bank Mortgage LLC


                                        /s/ James Dierberg
                                        ----------------------------------------
                                        By: Name: James Dierberg
                                            Title: President


                                       13