12.01.04


                                  KNIGHTSBRIDGE
                                   Fine Wines

                                    AGREEMENT

This  Agreement  is  made  as of the  20th  day of  November  2003  between  the
Gutsverwaltung  Niederhausen-Schlossboeckelheim,  represented  by its owner Herr
Erich  Maurer,  whose  personal  address  is  Apotheker-Hummel-Str.  4 at  67246
Dirmstein,  Germany  ("Supplier") and Knightsbridge Fine Wines ("KFW"), a Nevada
Corporation,  with  its  principal  place  of  business  at  65  Shrewsbury  Dr.
Livingston, NJ, 07039., USA.


WITNESSETH

WHEREAS,  Supplier is engaged in the  production and sale of certain wines under
the name Gutsverwaltung Niederhausen-Schlossboeckelheim

WHEREAS,  Supplier  is desirous  of giving KFW the  exclusive  right to sell the
wines in North America, Asia, and duty free shops.

WHEREAS,  KFW,  desirous of being the exclusive Sales Agent for the stated wines
upon the terms and conditions set forth hereinafter; and

WHEREAS,  the parties hereto have agreed to set forth their mutual understanding
in writing;

Now, therefore, in consideration of the promises and covenants herein set forth,
and for other good and valuable consideration, the parties agree as follows:

1.       APPOINTMENT

Supplier  hereby  grants to KFW the  exclusive  right to market wines into North
America,  Asia, and all duty free shops. All other marketing  activities for the
wines of Gutsverwaltung Niederhausen-Schlossboeckelheim shall not be affected by
this provision.

2.       ACCEPTANCE

KFW agrees to exercise  its best efforts to  publicize,  promote and sell at its
own  expense  the wines of  Gutsverwaltung  Niederhausen-Schlossboeckelheim  and
accomplish  the  widest  possible  distribution  of the  wines  in the  assigned
markets.


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3.       TERM

This Agreement  shall be effective as of the date KFW has submitted a sales plan
that has the stated  goal of the  purchase  of at least 70 000 bottles of 750 ml
each.  Having been  mutually  executed,  this  Agreement  shall  continue  until
December 31st 2004. It shall be  automatically  renewed for  successive one year
terms,  unless one party shall deliver to the other party written  notice of its
intent not to renew 60 days prior to the expiration of the initial term.

4.       ORDERS AND SALES

KFW shall  solicit  and  confirm  all  orders it chooses to accept for the wines
within the assigned  territories,  and arrange for shipments to be sent directly
by Supplier,  or such  warehouse or shipping  location as designated by KFW. All
freight charges shall be to the account of KFW.

5.       SALES PLAN

KFW shall  provide a sales plan to Mr.  Maurer for calendar year 2004 by January
31st 2004 at the latest.

6.       PAYMENT

Upon  placement of an order KFW shall  provide  Supplier with a 90 day letter of
credit, which shall become effective upon shipment date (ex cellar).

Upon  placement for bulk wine to be bottled,  KFW shall provide a 180 day letter
of credit. Such letter of credit shall convert to a 90 day letter of credit upon
shipment date of said wines.

7.       INVENTORY AND PRICING

Mr.  Maurer  shall  provide  to KFW a  detailed  list of  bottled  wine and bulk
inventory  according  to the offer  from  November  20th,  2003,  complete  with
technical  information.  The average  finished  price per bottle has been agreed
upon at 2.50 EUR per bottle ex cellar.  This price shall only be valid for wines
of the year 2002.

8.       INITIAL SALES VOLUME

KFW and Supplier  agree that the initial sales volume target for 2004 is 100 000
bottles of 750 ml each.

9.       PRESS RELEASES

All press  releases  or  marketing  materials  created by KFW shall  require Mr.
Maurer's prior approval.


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10.      INDEMNIFICATION

Supplier  shall save KFW  harmless  from and against and  indemnify  KFW for all
liability,  loss, costs, expenses (including  attorney's fees and expenses),  or
damages howsoever caused by reason of any defective wines or any act or omission
of Supplier sustained by any person or to property,  and for infringement of any
rights or third parties.  However,  Supplier shall  expressly be liable only for
the wine  quality to the extent he has  influence  on this until being  bottled.
Supplier  cannot be made liable for negative  changes that occur after  bottling
(such as, e.g., tartar sediment or taste of cork) or during transport or further
storage

11.      ASSIGNMENT

This  Agreement may be assigned by KFW to any subsidiary of  Knightsbridge  Fine
Wines Inc.

12.      ENTIRE AGREEMENT

This Agreement sets forth the entire and only Agreement or understanding between
the parties relating to the subject matter hereof.  Neither party shall be bound
by any  condition,  definition,  warrant or  representation  with respect to the
subject matter of this Agreement, except as provided for herein.

13.      GENERAL

A)       This Agreement shall be governed by the laws of the Federal Republic of
         Germany  because the production of the subject matter of this Agreement
         is only permitted  pursuant to the "Deutsche  Weingesetz"  (German Wine
         Law).
B)       If any provision of this Agreement,  or the application  thereof to any
         party or circumstances are held invalid or unenforceable, the remainder
         of this  Agreement  and the  applicability  of such  provision to other
         parties or circumstances  shall not be affected  thereby.  To this end,
         the provisions of the Agreement are declared severable.
C)       This Agreement may be executed in two or more counterparts, which taken
         together, shall constitute one and the same instrument.

In Witness  Whereof,  the parties  hereby  execute this Agreement as of the date
first written above.

GUTSVERWALTUNG
NIEDERHAUSEN-SCHLOSSBOCKELHEIM                         KNIGHTSBRIDGE FINE WINES



                                                       By: Joel A. Shapiro
By: Erich Maurer                                       Chairman
Owner