Preview | Escrow Agreement |

THIS ESCROW AGREEMENT (this ?Agreement?) is dated as of October 29, 2007 (the ?Effective Date?), by and among NASCENT WINE COMPANY, INC., a Nevada corporation (?Buyer?), each of the Persons set forth on Schedule A hereto (?Sellers?), and CORPORATE STOCK TRANSFER, INC. (the ?Escrow Agent?). Capitalized terms used but not defined herein shall have the meaning set forth in the Stock Purchase Agreement (As defined below).

WHEREAS, Sellers, Buyer and Comercial Targa, S.A. de C.V. have entered into a Stock Purchase Agreement, dated as of October 29, 2007 (the ?Stock Purchase Agreement?); and

WHEREAS, in accordance with the Stock Purchase Agreement, Buyer is depositing with the Escrow Agent the sum of $250,000 (the ?Escrow Funds?), which sum shall be disbursed in accordance with the provisions of the Stock Purchase Agreement and this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants contained in the Stock Purchase Agreement and herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Buyer, Sellers and Escrow Agent hereby agree as follows:

1. Deposit of Cash. Upon the Closing, Buyer will cause to be delivered to the Escrow Agent (i) this Agreement and (ii) the Escrow Funds by wire transfer of immediately available funds.

2. Methods of Disposition of Escrow Funds. The Escrow Agent will hold the Escrow Funds in its possession and will disburse such Escrow Funds, or a portion thereof, as follows:

(a) Upon receipt of a duly executed certificate in substantially the form of Schedule I hereto (a ?Certificate?), as directed in such Certificate.

(b) With reference to claims for payment of Losses or for indemnification pursuant to the Stock Purchase Agreement, to Buyer as follows:

(i) Buyer may at any time give written notice to Sellers and the Escrow Agent that Buyer is asserting one or more claims for indemnification or payment of Losses pursuant to the Stock Purchase Agreement (a ?Notice of Claim?). Each Notice of Claim shall include a description of the basis for such claim and an estimated dollar value of such claim, to the extent known.

(ii) If, on or prior to the 30th calendar day following the date of delivery of a Notice of Claim, the Escrow Agent and Buyer shall not have received a written notice from Sellers of the type described below, then on the 31^st day or the next

succeeding business day, the Escrow Agent shall withdraw from the Escrow Funds and pay to Buyer an amount equal to the lesser of (i) the aggregate of the claims asserted in the Notice of Claim, or (ii) the balance of the Escrow Funds on the date of payment. Any claim set forth in a Notice of Claim that is not specifically disputed in a written notice from Sellers shall be paid by the Escrow Agent even though a notice of dispute was given by Sellers with respect to other claims set forth in the Notice of Claim.

(iii) Sellers may deliver to the Escrow Agent and Buyer, on or prior to the 30^th calendar day following the date of delivery of a Notice of Claim, a written notice to the effect that Sellers dispute the fact or amount of any one or more of the claims asserted in the Notice of Claim. If such notice of dispute from Sellers is delivered to the Escrow Agent and Buyer within such time period, then the Escrow Agent shall not disburse from the Escrow Funds the amount or amounts specifically disputed in the notice of dispute from Sellers, unless pursuant to or in accordance with: (x) a duly executed Certificate setting forth the amount of the Escrow Funds to be distributed to Buyer or Sellers, as the case may be, or (y) an Order (as defined in Section 6(k)).

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