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                                                                   EXHIBIT 10.17

                       IRREVOCABLE CONTRIBUTION AGREEMENT

     This IRREVOCABLE CONTRIBUTION AGREEMENT made as of February 18, 2005 (this
"Agreement"), by and among:

     (a)  JOSEPH W. CIATTI, an individual ("Contributing Member");

     (b)  CIATTI SHELL LLC, a Delaware limited liability company (the
          "Company");

     (c)  VINTAGE WINE TRUST, LP, a Delaware limited partnership (the "Operating
          Partnership"); and

     (d)  VINTAGE WINE TRUST, INC., a Maryland corporation (the "REIT").

                                    RECITALS:

A.   Contributing Member is the owner and holder of membership interests in the
     Company (all of such membership interests, the "Membership Interest").

B.   The Company is the owner and holder of all of the Class A Membership
     Interest in VWP LLC, a Delaware limited liability company ("VWP").

C.   Contributing Member desires to contribute the Membership Interest to the
     Operating Partnership and the Operating Partnership desires to accept such
     contribution, in each case, in exchange for the Contribution Consideration
     (as herein defined) as more specifically set forth in this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.   Contribution and Contribution Consideration.

1.1  Contribution by Contributing Member. On the terms hereof and subject to the
     conditions contained herein, Contributing Member hereby agrees to
     contribute the Membership Interest to the Operating Partnership and the
     Operating Partnership desires to accept the contribution of the Membership
     Interest, in exchange for the Contribution Consideration (the
     "Contribution").

1.2  Closing Date. The Contribution shall take place contemporaneously with the
     Rule 144A Offering (as herein defined) (the "Closing Date").

1.3  Assumption of LP Agreement. Effective as of the Closing Date, Contributing
     Member accepts the issuance of the Contribution OP Units from the Operating
     Partnership and accepts and adopts the provisions of the LP Agreement and
     assumes all of the duties and obligations of a Limited Partner (as defined
     in the LP Agreement) relating to the Contribution OP Units, as of the
     Closing Date.

1.4  Certain Definitions. As used herein:

     (a)  "Contribution Consideration" means (i) an amount equal to Sixty
          Thousand Dollars ($60,000.00), which amount is being paid to
          Contributing Member to reimburse Contributing Member for capital
          expenditures incurred within the two period prior to the Contribution
          within the meaning of Treasury Regulation Section 1.707-4(d), subject
          to the limitations therein; and (ii) the Contribution OP Units;

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     (b)  "Contribution OP Units" means an amount equal to Twenty-Four Thousand
          (24,000) OP Units;

     (c)  "FBR" means Friedman, Billings, Ramsey & Co., Inc., a Delaware
          corporation;

     (d)  "LP Agreement" means that certain First Amended and Restated Agreement
          of Limited Partnership of Vintage Wine Trust, LP to be dated as of the
          Closing Date; and

     (e)  "Rule 144A Offering" means the offering and sale of shares of the
          Common Shares of the REIT to FBR and the subsequent offering and sale
          of such shares by FBR in reliance upon Rule 144A and/or Regulation S,
          in each case as promulgated under the Securities Act of 1933, as
          amended (the "Securities Act"); and

     (f)  "OP Units" means common units of limited partner interest in the
          Operating Partnership.

1.5  Additional Documents.

     (a)  On the date hereof, Contributing Member shall deliver to the Operating
          Partnership and the REIT a duly completed and executed Form W-9,
          FIRPTA Affidavit and Accredited Investor Questionnaire, each in the
          form attached as Exhibit A to this Agreement (this Agreement, the
          Accredited Investor Questionnaire, Form W-9 and FIRPTA Affidavit
          collectively referred to as, the "Subscription Documents").

     (b)  On the Closing Date, the REIT and Contributing Member shall execute a
          Registration Rights Agreement substantially in the form of the draft
          dated the date hereof, with such modifications as the REIT and/or the
          Operating Partnership deem necessary in their respective sole
          discretion.

2.   Representations, Warranties and Covenants of Contributing Member.
     Contributing Member hereby acknowledges, represents and warrants to, and
     covenants and agrees with the Operating Partnership and the REIT that (and
     each representation and warranty set forth below shall be deemed remade as
     of the Closing Date):

2.1  Approval of LP Agreement. Contributing Member has reviewed and approved the
     forms of the LP Agreement and the Subscription Documents and Contributing
     Member consents to any changes to the LP Agreement and the Subscription
     Documents approved by the REIT.

2.2  Authority; Authorization; Execution and Delivery.

     (a)  Contributing Member has full power and authority to enter into the
          Subscription Documents and to consummate the transactions contemplated
          by this Agreement.

     (b)  The execution and delivery of the Subscription Documents by
          Contributing Member and the consummation by Contributing Member of the
          transactions contemplated by the Subscription Documents have been duly
          authorized by all necessary action on the part of Contributing Member
          and will not constitute or result in a breach or default under, or
          conflict with or violate, any agreement or other undertaking, to which
          Contributing Member is a party or by which Contributing Member is
          bound or with any judgment, decree, statute, order, rule or regulation
          applicable to Contributing Member or Contributing Member's assets,
          and, if Contributing Member is not an individual, will not


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          violate any provisions of the organizational or other formation or
          governing documents of Contributing Member.

     (c)  The Subscription Documents have been duly executed and delivered by
          Contributing Member and constitute valid and legally binding
          obligations of Contributing Member, enforceable against Contributing
          Member in accordance with and subject to their respective terms,
          subject to applicable bankruptcy, insolvency, moratorium or other
          similar laws relating to creditors' rights and general principles of
          equity. The signatures on the Subscription Documents are genuine, and
          the signatory, if Contributing Member is an individual, has legal
          competence and capacity to execute the same, or, if Contributing
          Member is not an individual, the signatory has been duly authorized to
          execute the same on behalf of Contributing Member.

2.3  Purchase for Investment.

     (a)  Contributing Member is acquiring the Contribution OP Units (or shares
          of Common Stock of the REIT issued to Contributing Member in
          connection with a Redemption (as defined in the LP Agreement) (such
          shares of Common Stock, "Redemption Shares")) for Contributing
          Member's own account (or if Contributing Member is a trustee, for a
          trust account) for investment only, and not with a view to or for sale
          in connection with any distribution of all or any part of such
          Contribution OP Units.

     (b)  Contributing Member hereby agrees that Contributing Member shall not,
          directly or indirectly, transfer all or any part of such Contribution
          OP Units or Redemption Shares (or solicit any offers to buy, purchase
          or otherwise acquire or take a pledge of all or any part of the
          Contribution OP Units or Redemption Shares) except in accordance with
          (i) the registration provisions of the Securities Act, and the
          regulations thereunder or an exemption from such registration
          provisions; (ii) any applicable state or non-U.S. securities laws;
          (iii) the terms of this Agreement; (iv) the LP Agreement; and (v) the
          Charter and by-laws of the REIT (as amended from time to time,
          collectively, the "REIT Organizational Documents"), as applicable.

     (c)  Contributing Member understands that (i) Contributing Member must bear
          the economic risk of an investment in the Contribution OP Units and
          Redemption Shares for an indefinite period of time because, among
          other reasons, the transfer of the Contribution OP Units and
          Redemption Shares have not been registered under the Securities Act
          and, therefore, the Redemption Shares and Contribution OP Units cannot
          be sold unless such resale is subsequently registered under the
          Securities Act or an exemption from such registration is available;
          and (ii) sales or transfers of the Contribution OP Units and
          Redemption Shares are further restricted by the provisions of the LP
          Agreement or the REIT Organizational Documents, as applicable, and may
          be restricted by other applicable securities laws. If at any time the
          Contribution OP Units or Redemption Shares are evidenced by
          certificates or other documents, each such certificate or other
          document shall contain a legend stating that (x) the Contribution OP
          Units or Redemption Shares, as applicable, (1) have not been
          registered under the Securities Act or the securities laws of any
          state; (2) have been issued pursuant to a claim of exemption from the
          registration provisions of the Securities Act and any state securities
          law which may be applicable; and (3) may not be sold, transferred or
          assigned without compliance with the registration provisions of the
          Securities Act and the regulations thereunder and any other applicable
          state securities laws or compliance with applicable exemptions
          therefrom; and (y) sale, transfer or assignment of such Contribution
          OP Units or Redemption Shares, as


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          applicable, is further subject to restrictions contained in the LP
          Agreement or the REIT Organizational Documents, as applicable, and
          such Contribution OP Units or Redemption Shares may not be sold,
          transferred or assigned unless and to the extent permitted by, and in
          accordance with, the provisions of the LP Agreement or the REIT
          Organizational Documents, as applicable.

2.4  Information.

     (a)  Contributing Member has carefully reviewed this Agreement, that
          certain Offering Memorandum for the Rule 144A Offering, the forms of
          the LP Agreement, the Charter and by-laws of the REIT. Contributing
          Member has been provided an opportunity to ask questions of, and
          Contributing Member has received answers thereto satisfactory to
          Contributing Member from the Operating Partnership and the REIT or
          their respective representatives regarding the terms and conditions of
          the issuance of the Contribution OP Units, and Contributing Member has
          obtained all additional information requested by Contributing Member
          of the Operating Partnership and the REIT and their respective
          representatives to verify the accuracy of all information furnished to
          Contributing Member regarding the issuance of the Contribution OP
          Units.

     (b)  Contributing Member is not relying on the Operating Partnership or the
          REIT or any of their respective subsidiaries, affiliates or any of
          their respective representatives or agents with respect to any tax or
          other economic considerations involved in connection with the
          Contribution Consideration or Redemption Shares.

     (c)  Contributing Member has been advised to consult with his or its tax,
          legal and other advisors regarding the issuance of the Contribution OP
          Units and its effects, the tax consequences of making and not making a
          subscription hereunder, and has obtained, in Contributing Member's
          judgment, sufficient information to evaluate the merits and risks of
          such subscription and investment.

     (d)  Contributing Member has not been furnished with and has not relied on
          any oral or written representation from any party other than his or
          its advisors in connection with the issuance of the Contribution OP
          Units or Redemption Shares that is not contained in this Agreement.

2.5  Economic and Liquidity Risk.

     (a)  Contributing Member has such knowledge and experience in financial and
          business matters such that Contributing Member is capable of
          evaluating the merits and risks of making an investment in the
          Contribution OP Units and/or Redemption Shares, and that Contributing
          Member has evaluated the risks of investing in the Contribution OP
          Units and/or Redemption Shares and has determined that they are a
          suitable investment for Contributing Member.

     (b)  Contributing Member understands that an investment in the Contribution
          OP Units and/or Redemption Shares is a speculative investment that
          involves very significant risks and tax uncertainties and that
          Contributing Member is prepared to bear all of the economic, tax and
          other risks of an investment in the Contribution OP Units or
          Redemption Shares for an indefinite period of time, and is able to
          withstand a total loss of Contributing Member's investment in the
          Contribution OP Units or Redemption Shares.


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<PAGE>

     (c)  Contributing Member has adequate net worth and no need for liquidity
          in his investment in the Contribution OP Units or Redemption Shares.

2.6  Eligibility; Accredited Investor Status. Contributing Member is an
     "accredited investor" as defined in Regulation D under the Securities Act.
     Contributing Member has, in connection with the execution of this Agreement
     delivered to the Operating Partnership and Accredited Investor
     Questionnaire and will, upon request, execute, deliver and/or provide any
     additional documents deemed by the Operating Partnership or the REIT to be
     necessary or desirable to confirm the status of Contributing Member as an
     "accredited investor."

2.7  Ownership of the Membership Interest.

     (a)  Contributing Member has good and marketable title to the Membership
          Interest, free and clear of all pledges, claims, liens, restrictions,
          charges, encumbrances, security interests, conditional sales
          agreements and other obligations of any kind or nature. Contributing
          Member shall not sell, convey, assign or otherwise transfer all or any
          portion of the Membership Interest prior to the Closing Date.

     (b)  Contributing Member is not and will not be (i) an "employee benefit
          plan" within the meaning of Section 3(3) of ERISA, whether or not
          subject to ERISA, (ii) a "plan" within the meaning of Section 4975 of
          the Internal Revenue Code of 1986, as amended (the "Code"), or (iii)
          any person or entity whose assets include or are deemed to include the
          assets of any such "employee benefit plan" or "plan" by reason of
          Section 2510.3-101 of the Regulations of the U.S. Department of Labor
          or otherwise. Contributing Member will, upon request, execute, deliver
          and/or provide any additional documents deemed by the Operating
          Partnership or the REIT to be necessary or desirable to confirm the
          foregoing.

2.8  Intentionally Omitted.

2.9  Status as Non-Foreign Person. Contributing Member is not a foreign person
     and is not owned directly or indirectly, in whole or in part, by a foreign
     person as determined for purposes of Section 1445 of the Code, and the
     regulations promulgated thereunder.

2.10 Continuing Efforts. Subject to the terms and conditions herein provided,
     Contributing Member covenants and agrees to use its best efforts to take,
     or cause to be taken, all actions and do, or cause to be done, all things
     necessary, proper and/or appropriate to consummate and make effective the
     transactions contemplated by this Agreement.

2.11 No Brokers or Finders. Contributing Member has not entered into any
     agreement and is not otherwise liable or responsible to pay any brokers' or
     finders' fees or expenses to any person or corporation, partnership,
     limited liability company, business trust or other entity (an "Entity")
     with respect to this Agreement or the transactions contemplated hereby.

2.12 Tax Matters. To the best of the knowledge of Contributing Member:

     (a)  the Company has filed within the time periods (including any
          extensions of such time periods filed by the Company) and in the
          manner prescribed by law all federal, state, and local tax returns and
          reports;


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     (b)  all tax returns and reports filed by the Company are true and correct
          in all material respects;

     (c)  the Company has paid in full all material taxes of whatever kind or
          nature to be paid by the Company for the periods covered by such
          returns (unless an extension of such periods has been properly filed
          for such returns);

     (d)  the Company has no material tax deficiency or claim outstanding,
          assessed, threatened, or proposed against it;

     (e)  there are no material tax liens, whether imposed by the United States,
          any state, local, or other taxing authority, outstanding against the
          Company or any of its assets, and

     (f)  the federal, state, and local tax returns of the Company are not
          currently under audit, nor has the Company received any notice of any
          federal, state, or local audit.

2.13 The Company.

     (a)  As of the date hereof, (a) the sole asset of the Company is its Class
          A Membership Interest in VWP; and (b) the Company has no liabilities.

     (b)  The owners of all of the membership interests in the Company are
          Contributing Member, Richard N. Shell and Tamara D. Fischer.

3.   Representations, Warranties and Covenants of the Operating Partnership. The
     Operating Partnership hereby acknowledges, represents and warrants to, and
     covenants and agrees with, Contributing Member that (and each
     representation and warranty set forth below shall be deemed remade as of
     the Closing Date):

3.1  Authority; Authorization; Execution and Delivery.

     (a)  The Operating Partnership has full power and authority to enter into
          this Agreement and to consummate the transactions contemplated herein.

     (b)  The execution and delivery of this Agreement and the consummation by
          the Operating Partnership of the transactions contemplated herein have
          been duly authorized by all necessary action on the part of the
          Operating Partnership.

     (c)  This Agreement has been duly executed and delivered by the Operating
          Partnership and constitutes the valid and legally binding obligations
          of the Operating Partnership, enforceable against the Operating
          Partnership in accordance with and subject to its terms, subject to
          applicable bankruptcy, insolvency, moratorium or other similar laws
          relating to creditors' rights and general principles of equity.

3.2  Commercially Reasonable Efforts. Subject to the terms and conditions herein
     provided, the Operating Partnership covenants and agrees to use
     commercially reasonable efforts to take, or cause to be taken, all actions
     and do, or cause to be done, all things necessary, proper and/or
     appropriate to consummate and make effective the transactions contemplated
     by this Agreement.


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<PAGE>

4.   Survival. The representations, warranties, covenants and agreements
     contained in this Agreement and the Accredited Investor Questionnaire shall
     survive the consummation of the transactions contemplated herein.

5.   Conditions to Consummation by the Operating Partnership. The obligations of
     the Operating Partnership to consummate the Contribution are subject to the
     fulfillment of the conditions set forth in this Article 5, any one or more
     of which may be waived by the Operating Partnership:

5.1  Representations, Warranties and Covenants. The representations and
     warranties of Contributing Member contained in this Agreement shall be
     true, correct and complete in all material respects on and as of the
     Closing Date with the same force and effect as though made on and as of
     such date unless expressly stated herein to be made as of a specified date.
     Contributing Member shall have performed in all material respects all
     obligations required to be performed by him or it under this Agreement at
     or prior to the Closing Date.

5.2  Closing Documents. Contributing Member shall have duly executed and
     delivered to the Operating Partnership on or prior to the Closing Date all
     documents that are reasonably requested by the Operating Partnership to
     effectuate the transactions contemplated hereby, including but not limited
     to the Subscription Documents.

6.   Conditions to Consummation by Contributing Member. The obligations of
     Contributing Member to consummate the Contribution and receive the
     Contribution Consideration pursuant to this Agreement are subject to the
     fulfillment of the following conditions(which may be waived by him or it):

6.1  Representations, Warranties and Covenants. The representations and
     warranties of the Operating Partnership contained herein shall be true,
     correct and complete in all material respects on and as of the Closing Date
     with the same force and effect as though made on and as of such date unless
     expressly stated therein to be made as of a specified date. The Operating
     Partnership shall have performed in all material respects all obligations
     required to be performed by it under this Agreement at or prior to the
     Closing Date.

7.   Indemnity.

7.1  Contributing Member hereby agrees to indemnify and defend the Operating
     Partnership and the REIT and their respective direct and indirect partners,
     members, shareholders, officers, directors and affiliates (each, an
     "Indemnified Party") against and to hold them harmless from any and all
     damage, loss, liability and expense incurred or suffered by any Indemnified
     Party arising out of or based upon the inaccuracy of any representation or
     warranty or breach of any covenant or agreement made or to be performed by
     Contributing Member pursuant to the Subscription Documents.

7.2  The Operating Partnership hereby agrees to indemnify and defend the
     Contributing Member against any and all damage, loss, liability and expense
     incurred or suffered by it or him out of or based upon the inaccuracy of
     any representation or warranty or breach of any agreement made or to be
     performed by the Operating Partnership pursuant to this Agreement.

8.   Power of Attorney; Amendments to Operating Agreement and LP Agreement. By
     executing this Agreement, Contributing Member hereby irrevocably
     constitutes and appoints the Operating Partnership (or a substitute
     appointed by the Operating Partnership) as his or its attorney-in-fact and
     agent with full power of substitution to take any and all actions and
     execute the LP


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     Agreement, the Registration Rights Agreement and any other document and
     agreement relating to the Contribution Consideration or this Agreement, on
     Contributing Member's behalf and in Contributing Member's name, as the
     Operating Partnership may deem necessary or desirable.

9.   Termination. This Agreement shall terminate automatically if the Closing
     Date has not occurred within two years after the date of this Agreement.

10.  Section 721(a) Exchange. The Contribution in exchange for the Contribution
     Consideration is intended to be governed by Section 721(a) of the Code to
     the maximum extent possible, and Contributing Member and the Operating
     Partnership hereby consent to such treatment. The cash consideration being
     paid to Contributing Member is intended to reimburse Contributing Member
     for capital expenditures incurred within the two-year period prior to the
     Contribution within the meaning of Treasury Regulation Section 1.707-4(d),
     subject to the limitations therein.

11.  General Provisions.

11.1 Modification. Neither this Agreement nor any provisions hereof shall be
     waived, modified, discharged or terminated except by an instrument in
     writing signed by the party against whom any waiver, modification,
     discharge or termination is sought; provided that Contributing Member
     hereby agrees to future modifications of this Agreement as may be
     reasonably proposed by the Operating Partnership or the REIT, provided that
     such modifications do not have any negative impact on the tax position of
     Contributing Member.

11.2 Notices. All notices, requests and other communications hereunder must be
     in writing and will be deemed to have been duly given only if delivered
     personally or mailed (first class postage prepaid) to the parties at the
     following addresses:

          If to Contributing Member:        Joseph W. Ciatti
                                            c/o Vintage Wine Trust
                                            1101 Fifth Avenue, Suite 310
                                            San Rafael, California 94901

          If to the Company:                Ciatti Shell LLC
                                            c/o Vintage Wine Trust
                                            1101 Fifth Avenue, Suite 310
                                            San Rafael, California 94901

          If to the Operating Partnership   Insert applicable addressee:
          or the REIT:                      [Vintage Wine Trust, LP]
                                            [Vintage Wine Trust]
                                            1101 Fifth Avenue, Suite 310
                                            San Rafael, California 94901

                                            with a copy to:

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

     All such notices, requests and other communications will (a) if delivered
     personally to the applicable addressees as provided in this Section 11.2,
     be deemed given upon delivery; and (b) if


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     delivered by mail to the applicable addressees as provided in this Section
     11.2, be deemed given upon receipt or refusal (in each case regardless of
     whether such notice, request or other communication is received by any
     other Entity or person to whom a copy of such notice is to be delivered
     pursuant to this Section 11.2). Any party from time to time may change its
     address or other information for the purpose of notices to that party by
     giving notice specifying such change to the other parties hereto in
     accordance with this Section 11.2.

11.3 Binding Effect. Except as otherwise provided herein, this Agreement shall
     be binding upon and inure to the benefit of the parties and their heirs,
     executors, administrators, successors, legal representatives and permitted
     assigns. If Contributing Member is itself more than one person, the
     obligations of such persons shall be joint and several and the
     acknowledgements, representations, warranties, covenants and agreements
     herein contained shall be deemed to be made by and be binding upon each
     such person and his or her heirs, executors, administrators, successors,
     legal representatives and permitted assigns.

11.4 Entire Agreement. The Subscription Documents and the documents referred to
     therein contain the entire agreement of the parties with respect to the
     Contribution and the subscription by Contributing Member of the
     Contribution OP Units, and there are no representations, warranties,
     covenants or other agreements except as stated or referred to herein or
     therein.

11.5 Ambiguity. The parties hereto agree that any ambiguity with respect to the
     Contribution or the rights or obligations of the parties under this
     Agreement shall be resolved by the Board of Directors of the REIT, which
     resolution shall be binding on the parties.

11.6 Assignability. This Agreement is not transferable or assignable by any
     party hereto. This Agreement shall be for the benefit of the parties
     hereto.

11.7 Applicable Law. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Delaware.

11.8 Counterparts. This Agreement may be executed by facsimile signature and
     through the use of separate signature pages or in counterparts, and each of
     such counterparts shall, for all purposes, constitute one agreement binding
     on the parties hereto, notwithstanding that the parties hereto are not
     signatories to the same counterpart.

11.9 Further Assurances. Contributing Member will, from time to time, execute
     and deliver to the Operating Partnership and/or the REIT all such other and
     further instruments and documents and take or cause to be taken all such
     other and further action as the Operating Partnership and/or the REIT may
     reasonably request in order to effect the transactions contemplated by this
     Agreement. Without limiting the foregoing, the Operating Partnership or the
     REIT may request from Contributing Member such additional information as it
     may deem necessary to evaluate the eligibility of Contributing Member to
     acquire the Contribution OP Units, and may request from time to time such
     information as it may deem necessary to determine the eligibility of
     Contributing Member to hold the Contribution OP Units or Redemption Shares
     or to enable the Operating Partnership or the REIT to determine
     Contributing Member's compliance with applicable regulatory requirements or
     tax status, and Contributing Member shall provide such information as may
     reasonably be requested.

11.10 Severability. If any term or provision of this Agreement shall to any
     extent be invalid or unenforceable, the remainder of this Agreement shall
     not be affected thereby, and each term and provision of this Agreement
     shall be valid and enforceable to the fullest extent permitted by law.


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<PAGE>

     Upon the determination that any term or other provision is invalid, illegal
     or incapable of being enforced, the parties shall negotiate in good faith
     to modify this Agreement so as to effect their original intent as closely
     as possible in an acceptable manner to the end that transactions
     contemplated hereby are fulfilled to the extent possible.

11.11 Specific Performance. The parties hereto acknowledge that there would be
     no adequate remedy at law if any party fails to perform any of its
     obligations hereunder, and accordingly agree that each party, in addition
     to any other remedy to which it may be entitled at law or in equity, shall
     be entitled to compel specific performance of the obligations of any other
     party under this Agreement in accordance with the terms and conditions of
     this Agreement.

11.12 Expenses. Each of the parties hereto agrees to pay the expenses incurred
     by it in connection with the negotiation, preparation, review, execution
     and delivery of this Agreement and the consummation of the transactions
     contemplated hereby, including the fees and expenses of counsel to such
     party.

         [The remainder of this page has been intentionally left blank.]


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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

CONTRIBUTING MEMBER:                    CIATTI SHELL:

                                        CIATTI SHELL LLC,
                                        a Delaware limited liability company


/s/ Joseph W. Ciatti                    By: /s/ Richard N. Shell
-------------------------------------       ------------------------------------
Joseph W. Ciatti                        Name: Richard N. Shell
                                        Title: Manager


                                        By: /s/ Joseph W. Ciatti
                                            ------------------------------------
                                        Name: Joseph W. Ciatti
                                        Title: Manager


THE OPERATING PARTNERSHIP:              THE REIT:

VINTAGE WINE TRUST, LP,                 VINTAGE WINE TRUST,
a Delaware limited partnership          a Maryland real estate investment trust

By: Vintage Wine Business Trust I,
    a Maryland business trust and its
    general partner


By: /s/ Richard N. Shell                By: /s/ Richard N. Shell
    ---------------------------------       ------------------------------------
Name: Richard N. Shell                  Name: Richard N. Shell
Title: Secretary                        Title: Chief Operating Officer


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