EXHIBIT 10.11
                              EMPLOYMENT AGREEMENT


                AGREEMENT  made as of this  20th  day of  February,  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 PAUL
GARDNER,  residing at 13 Lileura  Avenue,  Beaumaris,  Victoria 3193,  Australia
(Gardner).

                               W I T N E S S E T H

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

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

                WHEREAS,   Gardner   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 Gardner
hereby agree as follows:

                1. Employment.  The Corporation hereby employs Gardner on a full
time basis as an  executive  employee  of the  Corporation  and  Gardner  hereby
accepts such full time employment,  on the terms and conditions  hereinafter set
forth.  The  Corporation  agrees  that,  as  his  initial  position   hereunder,
contemporaneously  herewith,  the Board of  Directors of the  Corporation  shall
initially  elect  Gardner  to the  office  of  Chief  Marketing  Officer  of the
Corporation.  Gardner  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, Gardner 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 Gardner's employment
hereunder,  shall be and  remain  in effect  during  the  period  of  employment


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("Employment  Period")  established  under this Section 3. The Employment Period
shall  be for a term  commencing  on  March  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  Gardner  is  totally,  in all
respects, at the pleasure of the Board of Directors of the Corporation.

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

                4.  Compensation.  In  consideration  for  services  rendered by
Gardner under this Agreement, the Corporation shall pay to Gardner a base salary
("Base  Salary") at an annual rate equal to A$125,000  Dollars  (A$125,000)  per
annum  payable in equal  monthly  installments  or in such  other  manner as the
parties shall mutually agree.

                5. Employee Benefits Plans. Except as otherwise provided in this
Agreement,  Gardner  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 full time and/or executive employees.

                6. Working Facilities and Expenses.

                   (a)  Gardner's   principal  place  of  employment   shall  be
initially located in Australia. Gardner shall spend approximately six months per
year in the United States overseeing US marketing operations.

                   (b)  Business and Travel.  The  Corporation  shall  reimburse
Gardner 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.

                7.  Termination.  Upon the  termination of Gardner's  employment
with the Corporation,  the Corporation  shall pay and provide to Gardner (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.  All compensation  and benefits shall cease on


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and as of the date of any such  termination.  The Corporation and Gardner hereby
stipulate  that the  payments  and  benefits  provided  under this Section 7 are
reasonable under the circumstances for all purposes.  Upon termination,  Gardner
shall be offered to  re-purchase  his laptop  computer and fax machine at market
values.

                8. Termination For Cause.  The Corporation  shall be entitled to
terminate  Gardner's  employment with the Corporation at any time: (a) for cause
which for purposes of this Agreement shall mean a discharge because Gardner: (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 Gardner 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)  Gardner's  death  or
disability (as used herein "disability" shall mean mental or physical incapacity
which  prevents  Gardner 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.  The  Corporation  and Gardner hereby  stipulate that the
payments and benefits  provided  under this Section 8 are  reasonable  under the
circumstances for all purposes.

                9.  Termination  Without  Cause.  The  Board  of  Directors  may
terminate  the  employment of Gardner at any time on and after the Trigger Date,
with or without cause, in its sole and absolute discretion. All compensation and
benefits  shall  cease on and as of the date of any  such  termination.  Gardner
shall be paid a six month salary severance package if terminated without cause.

                9. Non-Competitive Restrictions.

                   (a)  During  the Term of this  Agreement,  Gardner  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
eighteen (18) months immediately following the termination of this Agreement for
any reason whatsoever (including  expiration),  Gardner 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:


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                                  (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

                                  (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) Gardner  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 9 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.

                10. Confidentiality and Non-Disclosure.

                   (a) As the result of his duties  Gardner  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,



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                         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;

                                  (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) Gardner  understands that he will necessarily have access
to  some  or  all  of  the  Confidential  Information.  Gardner  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. Gardner
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)  Gardner   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.  Gardner 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.

                11. Enforcement of Covenants.

                   (a) The  covenants  set forth  herein on the part of  Gardner
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 Gardner  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.

                   (b) Employee acknowledges that irreparable damage will result


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to the Covenant  Entities in the event of the breach of any  covenant  contained
herein and Gardner  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 Gardner and all of the
persons acting for or with Gardner.

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

                12. Representations and Warranties; Investigation.

                   (a) Gardner  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  Gardner
from  undertaking  and  performing  his duties in accordance  with the terms and
provisions of this  Agreement,  and that Gardner has the full right and power to
enter  into and to  perform  this  Agreement  in  accordance  with its terms and
provisions.

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

                13.  Successors  and Assigns.  This  Agreement will inure to the
benefit of and be binding upon  Gardner,  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.

                14. 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
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:





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           If to  Gardner:

           Paul Gardner
           13 Lileura Avenue
           Beaumaris, Victoria
           3193
           Australia





                         -With a copy by like notice to-



           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 Rosenblum, Esq.
                                       Kaufman,, Feiner, Yamin, Gilden & Robbins
                                       777 Third Avenue 24th Floor
                                       New York, NY 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.


                15. Limited Recourse.  Gardner 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.

                16.  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.

                17. 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.

                18.  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.

                19.  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.

                20. 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.

                21. 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 Gardner
has hereunto set his hand, both as of the date and year first written above.

                                            KNIGHTSBRIDGE FINE WINES, INC., a
                                            Nevada corporation




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


                                                --------------------------
                                                Paul Gardner, Individually