EMPLOYMENT AGREEMENT
                              --------------------


                AGREEMENT made as of this 27th day of June,  2003 by and between
KNIGHTSBRIDGE  FINE WINES,  INC.,  a Nevada  corporation,  with an address at 65
Shrewsbury Road, Livingston, New Jersey 07039 (the "Corporation") and JOESEPH L.
CARR, residing at 659 Western Ave, Albany N.Y 12203 ("Carr").

                               W I T N E S S E T H

                WHEREAS,  the  Corporation  seeks the  employment  of Car as its
Executive  Vice-President  Sales and  Marketing  because  of his  presidency  of
Mildara Blass Wines, Inc.; his extensive  knowledge of the wine industry and the
methods of sales and marketing wines; his knowledge of the wine industry and the
methods of sales and marketing wines;  his knowledge of price points,  customers
and the wholesale wine industry; and

                WHEREAS,  the Corporation  wishes to employ Carr as an executive
employee of the  Corporation on a full time basis and Carr wishes to accept such
employment; and

                WHEREAS,  the Corporation  considers the  availability of Carr's
services to be  important to the  successful  conduct of the  operations  of the
Corporation's  business and desires to secure for itself the availability of his
services; and

                WHEREAS,  Carr desires to become an employee of the  Corporation
and  serve in such  capacities  and  perform  all such  duties  as the  Board of
Directors of the Corporation shall assign.

                NOW  THEREFORE,  in  consideration  of the  premises  and mutual
covenants and obligations  hereinafter set forth the Corporation and Carr hereby
agree as follows:

                1.  Employment.  The  Corporation  hereby employs Carr on a full
time basis as an executive  employee of the  Corporation and Carr hereby accepts
such full time  employment,  on the terms and conditions  hereinafter set forth.
The   Corporation   agrees   that,   as   his   initial   position    hereunder,


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contemporaneously  with the  commencement  of term of employment (as hereinafter
defined),  the Board of Directors of the Corporation  shall initially elect Carr
to the office of Executive Vice President of Sales & Marketing.  Carr shall have
such titles and such  authority  as, in the opinion of the Board of Directors of
the Corporation, is necessary or appropriate for him to carry out his duties and
obligations under this Agreement.

                2.  Services.  During the term  hereof,  Carr shall use his best
efforts  and devote all of the  necessary  business  time and  attention  to the
performance of such responsibilities and duties.

                3. Term.

                         (a) Except as otherwise  provided in this  Agreement to
the contrary, the terms and conditions of this
Agreement, and Carr's employment hereunder, shall be and remain in effect during
the period of employment ("Employment Period") established under this Section 3.
The Employment  Period shall be for a term commencing on July 1, 2003 until such
time  as  such  employment  is  terminated  by the  Board  of  Directors  of the
Corporation.  It being  understood  and agreed  that the  employment  of Carr is
totally,  in all  respects,  at the  pleasure of the Board of  Directors  of the
Corporation.

                         (b)  Notwithstanding  anything herein  contained to the
contrary, Carr's employment with the Corporation may
be terminated during the Employment Period, with or without cause.

                4. Compensation.  In consideration for services rendered by Carr
under this  Agreement,  the  Corporation  shall pay to Carr a base salary ("Base
Salary")  at an  annual  rate  equal  to One  Hundred  Thirty  Thousand  Dollars
($130,000)  per annum  payable in equal  monthly  installments  or in such other
manner as the parties shall mutually agree.  As a signing bonus,  Mr. Carr shall
be issued 100,000 shares of common stock in Knightsbridge Fine Wines, and a five
year warrant to purchase 0ne hundred thousand  (100,000)  shares  exercisable at
$4.00 per share.  This warrant to shall vest  immediately upon execution of this


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agreement and is non-revocable.  The Corporation further agrees that in addition
to the above  referenced  Base  Salary  and  Signing  Bonus,  Carr shall also be
entitled to a bonus plan to be mutually  agreed upon by himself and the Board of
Directors and subject of a separate  document  which shall be made a part hereof
as is set forth in full herein.

                5. Employee Benefits Plans. Except as otherwise provided in this
Agreement,  Carr shall,  during the Employment Period, be treated as an employee
of the Corporation and be entitled to participate in and receive  benefits under
any employee  benefit plan,  fringe  benefit  plan,  retirement or pension plan,
incentive savings plan, stock option and appreciation  rights plan, or any other
incentive  compensation  plan instituted and maintained from time to time by the
Corporation,  in  accordance  with the terms  and  conditions  of such  employee
benefit and  compensation  plans and programs,  which may by their terms exclude
certain categories of part time and/or executive employees.

                6. Working Facilities and Expenses.

                         (a)  Carr's  principal  place  of  employment  shall be
initially located in New York.
                         (b) Automobile. The Corporation shall provide Carr with
a monthly car allowance of Five Hundred Dollars ($500.00), for each month during
the Employment Period,  subject to increase in the sole and absolute  discretion
of the Board of Directors

                         (c)  Business  and   Travel.  The   Corporation   shall
reimburse  Carr for his  ordinary and  necessary  business  expenses,  including
without limitation,  travel and entertainment  expenses,  incurred in connection
with  the  performance  of  his  duties  under  this   Agreement,   upon  timely
presentation to the Corporation of an itemized  account of such expenses in such
form as the Corporation may reasonably require.

                         (d)  Vacation:  Mr.  Carr  shall be  entitled  to a
minimum of four weeks paid  vacation  per year,  which  accrual  shall  commence
immediately  upon  execution  of this  agreement.  No more  than one week in any
quarter may be taken without prior approval from the CEO or COO.

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                7.  Termination.  The Corporation shall be entitled to terminate
Carr's  employment  with the  Corporation at any time, with or without cause, in
the sole and absolute  discretion of the Board of Directors of the  Corporation.
Upon the termination of Carr's employment with the Corporation,  the Corporation
shall pay and provide to Carr (i) his earned but unpaid Base Salary  through the
date of termination and (ii) the benefits,  if any, to which he is entitled as a
former full time employee  under the  Corporation's  employee plans and programs
and compensation  plans and programs described in Section 5 ("Accrued but Unpaid
Compensation").  All compensation and benefits shall cease on and as of the date
of any such  termination.  The  Corporation  and Carr hereby  stipulate that the
payments and benefits  provided  under this Section 7 are  reasonable  under the
circumstances for all purposes.

                8.  Termination  For  Cause.  If  the  Corporation   shall  have
terminated Carr's employment, in its sole and absolute discretion: (a) for cause
which for purposes of this  Agreement  shall mean a discharge  because Carr: (i)
has   intentionally   engaged  in  dishonest  conduct  in  connection  with  his
performance  of services for the  Corporation or has been convicted of a felony;
(ii) is in any way enjoined or otherwise  prohibited  from performing any or all
of  his  duties  hereunder  as  the  result  of  the  enforcement  or  attempted
enforcement of any restrictive agreement entered into by Carr at any time in the
past,  present  or  future;  (iii)  has  materially  breached  the terms of this
Agreement  and he fails to cure such  breach  within  sixty (60) days  following
written notice thereof from the  Corporation;  or (b) Carr's death or disability
(as used herein  "disability"  shall mean mental or  physical  incapacity  which
prevents Carr from actively fulfilling his duties hereunder for a period of four
(4) months in any consecutive  twelve (12) month period).  All  compensation and
benefits shall cease on and as of the date of any such termination for cause and
Carr shall only receive his Accrued but Unpaid Compensation. The Corporation and
Carr hereby stipulate that the payments and benefits provided under this Section
8 are reasonable under the circumstances for all purposes.

                9.  Termination  Without Cause. If Board of Directors shall have
terminated  the  employment  of Carr  at any  time,  in its  sole  and  absolute
discretion,  without all  compensation and benefits shall cease on and as of the
date of any such  termination.  In such event Carr shall receive his Accrued but
Unpaid Compensation as provided for in paragraph 7 and, in addition,  Carr shall


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be paid a severance  payment  equal to six month of his base salary in effect on
the date prior to his termination without cause. The Corporation and Carr hereby
stipulate  that the  payments  and  benefits  provided  under this Section 9 are
reasonable under the circumstances for all purposes.  However, if control of the
Corporation  is  changed  during the period  commencing  on the date  hereof and
ending on the third anniversary of this agreement, the Corporation hereby agrees
to retain the services of Carr for a minimum of three (3) years from the date of
such control change  without any reduction in  compensation  (Base  Salary/Bonus
Plan/Automobile  Allowance) or in the alternative , the Corporation shall make a
one-time  payment to Carr  equivalent to the aggregate of the  following:  three
years of the then  Base  Salary  (as of the date of such  change in  control  or
acquisition  date) plus three (3) times the highest  bonus  earned in one of the
previous  five (5) years  plus  three (3) years of  automobile  allowance.  Such
payment, if elected, shall be made within ten (10) days of termination.

                10. Non-Competitive Restrictions.

                         (a)  During the Term of this  Agreement, Carr shall not
directly or  indirectly  in any  capacity  engage in any business nor render any
services to or for any person,  firm or corporation engaged in the Corporation's
business other than the Corporation,  except as and to the extent  authorized by
the Board of Directors of the Corporation or its successor in interest;

                         (b) During the Term of this Agreement and for a  period
of six (6) months  immediately  following the  termination of this Agreement for
any  reason  whatsoever  (including  expiration),  Carr shall not for any reason
whatsoever,  directly  or  indirectly,  for  himself  or  on  behalf  of,  or in
conjunction with, any other person, persons, company,  partnership,  corporation
or business entity, whether profit or not-for-profit:

                                  (i) Call upon, contact,  divert,  influence or
                         solicit  or  attempt  to call  upon,  contact,  divert,
                         influence  or solicit any  customer or customers of the
                         Corporation,  any subsidiary of the Corporation  and/or
                         its  successor  in  interest   (together,   hereinafter
                         sometimes referred to as the Covenant Entities);

                                  (ii)  divulge the names and  addresses  or any
                         information  concerning  any customer of or supplier of
                         goods and/or services to the Covenant Entities; and/or


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                                  (iii)  own,  manage,   operate,   control,  be
                         employed  by,  participate  in or be  connected  in any
                         manner with the  ownership,  management,  operation  or
                         control  of the  same,  similar,  or  related  line  of
                         business  as that now or at any time during the term of
                         this  Agreement  carried  on by  any  of  the  Covenant
                         Entities.


                         (c) Carr  represents  and  warrants   to  each  of  the
Covenant  Entities that he has  substantial  experience and abilities in various
other fields of endeavor and that any such restrictions will not have a material
adverse impact on his ability to obtain and maintain gainful  employment  should
his employment with any Covenant Entity be terminated or otherwise end.

                         (d) In  the  event  it is  determined  by  a  court  of
competent  jurisdiction  that any provision of this Section 10 exceeds the time,
geographic or other limitations permitted by the governing law of this Agreement
or any other  applicable law in any  jurisdiction,  then such provision shall be
deemed limited to the maximum time, geographic or other limitations permitted by
applicable  law and the  remainder  of this  Section 9 shall remain valid and in
effect.

                         (e) This  Section  shall in no way  limit  the    other
remedies  available to the  Corporation  in  accordance  with any other  Section
hereof or any applicable laws.

                11. Confidentiality and Non-Disclosure.

                         (a) As the result of his duties Carr will have access
to  some  or all of the  confidential  information  pertaining  to the  Covenant
Entities businesses.  It is agreed that Confidential Information of the Covenant
Entities includes, but is not limited to:

                                  (i) The ideas, methods,  techniques,  formats,
                         formulae,    specifications,    procedures,    designs,
                         processes,  systems,  control, data and software and/or
                         hardware  products which are unique or proprietary  to,
                         or a trade secret of any of the Covenant Entities;

                                  (ii)  all  customer,  pricing,  financial  and
                         marketing  information  pertaining to the businesses of
                         any of the Covenant Entities;


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                                  (iii)  all  operations,  sales,  training  and
                         other knowledge or materials utilized in the businesses
                         of any of the Covenant Entities;

                                  (iv) all other information now in existence or
                         developed  in the future  which is similar in nature to
                         any of the foregoing; and

                                  (v)  all   information   which  is  marked  as
                         confidential  or explained to be confidential or which,
                         by its nature, is confidential.

                         (b) Carr  understands  that he  will  necessarily  have
access  to some or all of the  Confidential  Information.  Carr  recognizes  the
importance of protecting  the  Confidentiality  and secrecy of the  Confidential
Information  and,  therefore,  agrees to use his best  efforts  to  protect  the
Confidential  Information from  unauthorized  disclosure to other persons.  Carr
understands  that  protecting the  Confidential  Information  from  unauthorized
disclosure is critically  important to the success and competitive  advantage of
each of the  Covenant  Entities  and that  the  unauthorized  disclosure  of the
Confidential Disclosure would greatly damage the Covenant Entities.

                         (c) Carr  agrees  not  to  disclose  any   Confidential
Information to others or use any  Confidential  Information  for his own benefit
without the express written consent of the Board of Directors of the Corporation
or governing body of the Covenant Entity to which such Confidential  Information
belongs.  Carr  agrees  to  immediately  return  all  Confidential  Information,
including  any  copies  in his  possession  upon  the  request  of the  Board of
Directors of the  Corporation  or the governing  body of the Covenant  Entity to
which such Confidential Information belongs.

                12. Enforcement of Covenants.

                         (a) The covenants set forth herein on the part of  Carr
shall be construed as an agreement  independent  of any other  provision in this
Agreement  and the existence of any claim or cause of action of Carr against the
Corporation,  whether  predicated  on this  Agreement  or  otherwise,  shall not
constitute a defense to the  enforcement by any of the Covenant  Entities of the
Covenants contained herein.



<PAGE>

                         (b)  Employee acknowledges that irreparable damage will
result  to the  Covenant  Entities  in the event of the  breach of any  covenant
contained  herein and Carr agrees that in the event of such  breach,  any one or
more of the Covenant  Entities  affected by such breach  shall be  entitled,  in
addition to any and all other legal or  equitable  remedies  and  damages,  to a
temporary and/or permanent  injunction to restrain the violation thereof by Carr
and all of the persons acting for or with Carr.

                         (c) It is  specifically  understood and agreed by  Carr
that  each of the  Covenant  Entities  shall  have  the  right  to  enforce  the
provisions  of this  Section 12 as  against  Carr as it relates to such any such
entity

                13. Representations and Warranties; Investigation.

                         (a) Carr  represents  and warrants  that he is  not now
and will not be on the date of  commencement  of this  Agreement  a party to any
agreement,  contract  or  understanding,   whether  of  employment,  agency,  or
otherwise,  which would in any way conflict with, restrict or prohibit Carr from
undertaking  and  performing  his  duties  in  accordance  with  the  terms  and
provisions  of this  Agreement,  and that  Carr has the full  right and power to
enter  into and to  perform  this  Agreement  in  accordance  with its terms and
provisions.

                         (b) Carr agrees that  before and at any time during his
employment  that the  Corporation,  in its discretion,  may  investigate  Carr's
background  to confirm that Carr has not filed for  bankruptcy  (or similar debt
relief  status)  and has no  prior  criminal  record.  For  this  purpose,  Carr
specifically  hereby authorizes the Corporation to obtain such background checks
and other information as may be useful.

                14.  Successors  and Assigns.  This  Agreement will inure to the
benefit  of and be  binding  upon  Carr,  his legal  representatives,  heirs and
successors,  and the  Corporation,  its  successors  and assigns,  including any
successor by a merger or consolidation or statutory receiver or any other person
or firm or  corporation  to which all or  substantially  all of the  assets  and
business of the Corporation may be sold or otherwise transferred.

                15. Notices.  Any communication to a party required or permitted
under this  Agreement  including any notice,  direction,  designation,  consent,
instruction,  objection  or waiver shall be in writing and shall be deemed to be
given at such time as it is  delivered  personally,  or the  earlier of (i) five
days  after  sending  or (ii) one day after the first  attempted  delivery  on a
non-holiday  weekday in the  locality of the noticed  party (as  indicated  on a
return  receipt  or  records  of the  carrier),  if sent,  all fees and  charges


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prepaid,  by US Postal Service Express Mail, return receipt  requested,  or by a
recognized international Package expedited delivery service (e.g. FedEx, DHL and
companies of similar stature) requiring a receipt against delivery, in each case
addressed to such party at the address  listed below or at such other address as
one such party may by written notice specify to the other:


                If to Carr:               Joe Carr
                                          659 Western Ave, Albany N.Y 12203

                                  -With a copy by like notice to-

                                          Daniel A. Enring, Esq.
                                          274 Delaware Avenue
                                          Albany, NY 12201-1457


                If to the Corporation:    Knightsbridge Fine Wines, Inc.
                                          c/o Joel A. Shapiro, Chairman
                                          65 Shrewsbury Road
                                          Livingston, New Jersey 07039

                                  -With a copy by like notice to-

                                          Richard H.  Rosenblum, Esq.
                                          Kaufmann, Feiner, Yamin,
                                           Gildin & Robbins, LLP
                                          777 Third Avenue - 24th Floor
                                          New York, New York 10017


Additionally, notice may be given by facsimile transmission, but any such notice
shall not be deemed given or effective  unless such  facsimile  transmission  is
acknowledged  as to  receipt in a return  facsimile  or other  writing  from the
noticed party and, if so acknowledged,  shall be deemed effective as of the date
of such acknowledgment.

                16. Limited Recourse. Carr agrees that he shall look only to the
Corporation for performance of any obligations  hereunder and that he shall have
and seek no recourse  against any officer,  director  and/or  shareholder of the
Corporation.

                17.  Severability.  A  determination  that any provision of this


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Agreement  is  invalid  or  unenforceable  shall  not  affect  the  validity  or
enforceability of any other provision hereof.

                18. Waiver. Failure to insist upon strict compliance with any of
the terms,  covenants or conditions  hereof shall not be deemed a waiver of such
term, covenant or condition. A waiver of any provision of this Agreement must be
made in writing,  designated  as a waiver,  and signed by the party against whom
its enforcement is sought.  Any waiver or  relinquishment  of any right or power
hereunder   at  any  one  or  more  times  shall  not  be  deemed  a  waiver  or
relinquishment of such right or power at any other time or times.

                19.  Survival.  Any  provisions in this  Agreement that by their
nature encompass  obligations extending beyond the termination of this Agreement
shall survive the termination of this Agreement.

                20.  Governing  Law.  This  Agreement  shall be  governed by and
construed  and  enforced in  accordance  with the laws of the State of New York,
without reference to conflicts of law principles.



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                21. Headings. The headings of Sections in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
Section.  Any  reference  to a Section  number  shall refer to a Section of this
Agreement, unless otherwise stated.

                22. Entire Agreement;  Modifications.  This instrument  contains
the entire Agreement of the parties  relating to the subject matter hereof,  and
supersedes  in its  entirety  any and all prior  Agreements,  understandings  or
representations  relating to the subject matter hereof. No modifications of this
Agreement  shall be valid  unless  made in  writing  and  signed by the  parties
hereto.

                IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by its an officer thereof,  thereunto duly authorized,  and Carr has
hereunto set his hand, both as of the date and year first written above.

                                               KNIGHTSBRIDGE FINE WINES, INC., a
                                               Nevada corporation


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                                        By: /s/ Joel A. Shapiro
                                                -------------------------
                                                Joel A. Shapiro, Chairman


                                            /s/ Joe Carr
                                                -------------------------
                                                Joe Carr, Individually