DIRECTOR INDEMNIFICATION AGREEMENT

This DIRECTOR INDEMNIFICATION AGREEMENT (the ?Agreement?), made and entered into this            day of July, 2007, is by and between Nascent Wine Company, Inc., a Nevada corporation (the ?Company,? which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and                (the ?Indemnitee?).

WHEREAS, it is essential to the Company that it be able to retain and attract the most capable persons available to serve on the Company?s Board of Directors (the ?Board?);

WHEREAS, increased corporate litigation has subjected directors to litigation risks and expenses, and the limitations on the availability of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such persons;

WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee?s rights to full indemnification against litigation risks and expenses; and

WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in serving as a Director (as defined below):

NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.             Definitions.

(a)           ?Corporate Status? describes the status of a person who is serving or has served (i) as a Director, including as a member of any committee of the Board, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee or agent of any other Entity at the request of the Company.  For purposes of subsection (iii) of this Section 1(a), an officer or director of the Company who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary (as defined below) shall be deemed to be serving at the request of the Company.

(b)           ?Director? shall mean a member of the Board.

(c)           ?Entity? shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.

(d)           ?Expenses? shall mean all fees, costs and expenses incurred in connection with any Proceeding (as defined below), including, without limitation, reasonable attorneys? fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 8 and 10(c) of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses.

(e)           ?Liabilities? shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

(f)            ?Proceeding? shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee?s rights hereunder.

(g)           ?Subsidiary? shall mean any Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such Entity.

2.             Services of Indemnitee.  In consideration of the Company?s covenants and commitments hereunder, Indemnitee agrees to serve or continue to serve as a Director.  However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee?s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

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