Exhibit 10.5

                               SECURITY AGREEMENT

                  THIS SECURITY  AGREEMENT,  dated as of December 22, 2003 (this
"Agreement"),   by  and  between   KNIGHTSBRIDGE  FINE  WINES,  INC.,  a  Nevada
corporation  (the  "Company"),  and GRYPHON MASTER FUND, L.P., a Bermuda limited
partnership ("Gryphon").

                              W I T N E S S E T H:

                  WHEREAS,  in  connection  with the  Purchase  Agreement  (such
capitalized  term  and all  other  capitalized  terms  used  herein  having  the
respective meanings provided herein), the Company has agreed to grant to Gryphon
a security interest in the Company's properties and assets to secure the payment
of the Note;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby  acknowledged,  the  Company  and
Gryphon hereby agree as follows:

         1. REFERENCE TO NOTE. This Agreement is being executed and delivered in
connection  with that  certain 7.5% Secured  Convertible  Note due 2006,  in the
original  principal  amount of  $2,000,000,  issued by the  Company  to  Gryphon
pursuant to the Purchase Agreement (the "Note").

         2. INCORPORATION OF NOTE. The terms, conditions,  and provisions of the
Note are  incorporated  herein by  reference,  the same as if set  forth  herein
verbatim, which terms,  conditions,  and provisions shall continue to be in full
force and effect hereunder until the Note is paid and performed in full.

         3. CERTAIN  DEFINITIONS.  As used herein,  the following terms have the
meanings indicated:

            "Collateral" means any and all assets and properties (real, personal
or mixed) of the Company,  whether now owned or hereafter  acquired,  including,
without limitation,  all replacements,  substitutions and additions thereto, and
the accounts, notes and any other proceeds therefrom.

            "Event of Default" shall have the meaning provided in the Note.

            "Obligation"  means the Company's payment and performance duties and
obligations under the Note, together with any and all renewals,  extensions, and
modifications of the same, and all costs of collection thereunder.

            "Obligor"  means any  person  obligated  with  respect to any of the


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Collateral,  whether as an account debtor,  obligor on an instrument,  issuer of
securities, or otherwise.

            "Purchase  Agreement"  means  the  Purchase  Agreement,  dated as of
December 22, 2003, by and between the Company and Gryphon.

            "Security  Interests" means the security  interests  granted and the
pledges and assignments made under Section 4.

            "Security   Document"  means  any  security   agreement,   financing
statement, mortgage, deed of trust or other similar security document.

            "UCC" means the Uniform  Commercial  Code as enacted in the State of
Nevada or other applicable jurisdiction, as amended at the time in question.

         4. SECURITY INTERESTS. In order to secure the full and complete payment
and performance of the Obligation when due, the Company hereby grants to Gryphon
a first  priority  security  interest in and to the  Collateral  and pledges and
assigns  the  Collateral  to  Gryphon,  all upon and  subject  to the  terms and
conditions  of this  Agreement;  provided,  however,  that Gryphon  shall have a
second priority security interest in and to the Collateral described on SCHEDULE
A attached  hereto.  Such  security  interests  are granted and such pledges and
assignments  are made as  security  only and shall not  subject  Gryphon  to, or
transfer or in any way affect or modify,  any  obligation  of the  Company  with
respect to any of the  Collateral  or any  transaction  involving or giving rise
thereto.

         5.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

            (A)  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
The Company  represents  and warrants  that (i) it has all  requisite  power and
authority to enter into this Agreement;  (ii) except for any Security  Documents
that may be filed by (A) Gryphon  with respect to the  Collateral,  or (B) other
parties with respect to the Collateral  described on SCHEDULE A attached hereto,
no Security  Document  covering the  Collateral,  or any part thereof,  has been
filed with any filing  officer,  agency,  instrumentality  or  authority;  (iii)
except for Security  Documents  covering the Collateral  described on SCHEDULE A
attached hereto, no other Security Document covering the Collateral, or any part
thereof,  has been made and no security  interests,  other than the ones created
hereby or by Security Documents covering the Collateral  described on SCHEDULE A
attached hereto,  have attached to or been perfected in the Collateral or in any
part thereof;  and (iv) no dispute,  right of setoff,  counterclaim,  or defense
exists with respect to any part of the Collateral.

            (B) AFFIRMATIVE  COVENANTS OF THE COMPANY. The Company covenants and
agrees to each and all of the following:  (i) to execute and deliver promptly to
Gryphon  all such  other  Security  Documents,  assignments,  certificates,  and
supplemental  writings,  and to do all other  acts or  things,  as  Gryphon  may
reasonably  request in order more fully to evidence  and  perfect  the  Security
Interests;  (ii) to  assist  Gryphon,  at its  request  from  time to  time,  in
perfecting  the  Security  Interests  in each  applicable  foreign and  domestic


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jurisdiction;  (iii) to furnish Gryphon promptly with any information or writing
that Gryphon may reasonably  request  concerning the  Collateral;  (iv) to allow
Gryphon  to  inspect  all books  and  records  of the  Company  relating  to the
Collateral  or the  Note,  and to make and take away  copies  of such  books and
records at Gryphon's  expense;  (v) to notify Gryphon  promptly of any change in
any material fact or  circumstance  warranted or  represented  by the Company in
this Agreement or in any other  writings  furnished by the Company to Gryphon in
connection  with the Collateral;  (vi) to notify Gryphon  promptly of any claim,
action, or proceeding affecting title to the Collateral, or any part thereof, or
any of the Security  Interests,  and at the request of Gryphon, to appear in and
defend,  at the Company's sole cost and expense,  any action or proceeding;  and
(vii) to pay to Gryphon  promptly  the amount of all court costs and  reasonable
attorney's fees incurred by Gryphon in the enforcement of its rights hereunder.

            (C) NEGATIVE  COVENANTS OF THE COMPANY.  The Company  covenants  and
agrees that,  without the prior written consent of Gryphon (which consent may be
granted or withheld in the sole and absolute discretion of Gryphon), the Company
will not create any other security interest in, mortgage,  or otherwise encumber
the  Collateral  or any part thereof,  or permit the  Collateral to be or become
subject  to any  lien,  attachment,  execution,  sequestration,  other  legal or
equitable process,  or any encumbrance of any kind or character,  except for (i)
the Security Interests, and (ii) first priority security interests in and to the
Collateral described on SCHEDULE A attached hereto.

         6.  DEFAULT;  REMEDIES.  Should  an  Event  of  Default  occur  and  be
continuing,  Gryphon may, at its election, exercise any and all rights available
to Gryphon  under the UCC, in addition to any and all other  rights  afforded by
this Agreement, at law, in equity, or otherwise,  including, without limitation,
(a) requiring the Company to assemble all or part of the  Collateral and make it
available to Gryphon at a place to be  designated by Gryphon which is reasonably
convenient  to the  Company  and  Gryphon,  (b)  surrendering  any  policies  of
insurance  on all or part of the  Collateral  and  receiving  and  applying  the
unearned  premiums as a credit on the  Obligation,  (c) applying by  appropriate
judicial  proceedings  for  appointment  of a  receiver  for  all or part of the
Collateral  (and the Company hereby consents to any such  appointment),  and (d)
applying to the Obligation any cash held by Gryphon under this Agreement.

            (A)  NOTICE.  Reasonable  notification  of the time and place of any
public sale of the  Collateral,  or  reasonable  notification  of the time after
which any private sale or other intended  disposition of the Collateral is to be
made,  shall be sent to the Company and to any other  person  entitled to notice
under the UCC;  provided  that if any of the  Collateral  threatens  to  decline
speedily in value or is of the type  customarily  sold on a  recognized  market,
Gryphon may sell or otherwise  dispose of the Collateral  without  notification,
advertisement,  or other  notice of any kind.  It is agreed  that notice sent or
given not less than three (3) calendar days prior to the taking of the action to
which the notice relates is reasonable  notification and notice for the purposes
of this subsection.


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            (B)  SALES  OF  SECURITIES.  In  connection  with  the  sale  of any
Collateral  that is  securities,  Gryphon is authorized,  but not obligated,  to
limit  prospective  purchasers  to the extent  deemed  necessary or desirable by
Gryphon to render  such sale exempt from the  registration  requirements  of the
Securities Act of 1933, as amended,  and any applicable  state  securities laws,
and no sale so  made  in  good  faith  by  Gryphon  shall  be  deemed  not to be
"commercially reasonable" because so made.

            (C) APPLICATION OF PROCEEDS. Gryphon shall apply the proceeds of any
sale  or  other  disposition  of the  Collateral  under  this  Section  6 in the
following order: First, to the payment of all its expenses incurred in retaking,
holding,  and preparing any of the Collateral for sale(s) or other  disposition,
in arranging for such sale(s) or other  disposition,  and in actually selling or
disposing of the same (all of which are part of the Obligation);  second, toward
repayment  of amounts  expended by Gryphon  under  Section 7; and third,  toward
payment of the balance of the Obligation in such order and manner as Gryphon, in
its discretion,  may deem advisable. Any surplus remaining shall be delivered to
the Company or as a court of competent jurisdiction may direct.

         7.       OTHER RIGHTS OF GRYPHON.

            (A) PERFORMANCE. In the event the Company shall fail to pay when due
all taxes on any of the Collateral,  or to preserve the priority of the Security
Interests  in any of the  Collateral,  or  otherwise  fail to perform any of its
obligations  under this Agreement with respect to the  Collateral,  then Gryphon
may,  at its  option,  but  without  being  required  to do so, pay such  taxes,
prosecute  or defend any suits in relation to the  Collateral,  or take all such
other action which the Company is required,  but has failed or refused,  to take
under this  Agreement.  Any sum which may be expended  or paid by Gryphon  under
this subsection (including, without limitation, court costs and attorneys' fees)
shall bear  interest  from the dates of  expenditure  or payment at the  highest
lawful rate until paid and, together with such interest, shall be payable by the
Company to Gryphon upon demand and shall be part of the Obligation.

            (B) COLLECTION.  Upon notice from Gryphon, each Obligor with respect
to  any  payments  on  any of the  Collateral  (including,  without  limitation,
dividends  and other  distributions  with respect to  securities  and  insurance
proceeds payable by reason of loss or damage to any of the Collateral) is hereby
authorized  and  directed  by the Company to make  payment  directly to Gryphon,
regardless of whether the Company was  previously  making  collections  thereon.
Subject to Section  7(e)  hereof,  until such  notice is given,  the  Company is
authorized  to retain and expend all payments  made on the  Collateral.  Gryphon
shall have the right in its own name or in the name of the Company to compromise
or extend time of payment with  respect to all or any portion of the  Collateral
for such  amounts  and upon such  terms as  Gryphon  may  determine;  to demand,
collect, receive, receipt for, sue for, compound, and give acquaintances for any
and all amounts  due or to become due with  respect to the  Collateral;  to take
control of cash and other proceeds of any Collateral; to endorse the name of the
Company  on any notes,  acceptances,  checks,  drafts,  money  orders,  or other
evidences  of payment on the  Collateral  that may come into the  possession  of
Gryphon;  to sign the  name of the  Company  on any  invoice  or bill of  lading
relating to any  Collateral,  on any drafts  against  Obligors or other  persons
making payment with respect to the Collateral,  on assignments and verifications
of accounts or other  Collateral and on notices to Obligors  making payment with
respect to the Collateral;  to send requests for  verification of obligations to


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any  Obligor;  and to do all other  acts and things  necessary  to carry out the
intent of this Agreement. If any Obligor fails or refuses to make payment on any
Collateral when due, Gryphon is authorized,  in its sole  discretion,  either in
its own name or in the name of the Company, to take such action as it shall deem
appropriate  for  the  collection  of  any  amounts  owed  with  respect  to the
Collateral or upon which a delinquency exists. Regardless of any other provision
hereof, however,  Gryphon shall never be liable for their failure to collect, or
for its failure to exercise  diligence  in the  collection  of, any amounts owed
with  respect  to the  Collateral,  nor shall it be under any duty  whatever  to
anyone  except the Company to account for funds that it shall  actually  receive
hereunder.  Without limiting the generality of the foregoing, Gryphon shall have
no  responsibility   for  ascertaining  any  maturities,   calls,   conversions,
exchanges,  offers,  tenders, or similar matters relating to any Collateral,  or
for informing the Company with respect to any of such matters  (irrespective  of
whether Gryphon actually has, or may be deemed to have, knowledge thereof).  The
rights  granted  Gryphon  under this  subsection  may be  exercised at any time,
whether or not an Event of Default has occurred and is continuing.

            (C)  RECORD  OWNERSHIP  OF  SECURITIES.  Whether  or not an Event of
Default  has  occurred  and is  continuing,  Gryphon  at any  time  may have any
Collateral  that is securities and that is in the possession of Gryphon,  or its
nominee or nominees,  registered  in its name,  or in the name of its nominee or
nominees,  as pledgee;  and, as to any securities so  registered,  Gryphon shall
execute and deliver (or cause to be executed and  delivered)  to the Company all
such  proxies,  powers  of  attorney,  dividend  coupons  or  orders,  and other
documents as the Company may reasonably  request for the purpose of enabling the
Company to  exercise  the  voting  rights and  powers  which it is  entitled  to
exercise under this Agreement and to receive the dividends and other payments in
respect of  securities  which it is  authorized to receive and retain under this
Agreement.

            (D) VOTING OF  SECURITIES.  As long as an Event of  Default  has not
occurred and is not  continuing,  the Company  shall be entitled to exercise all
voting  rights  pertaining  to any  Collateral  that is  securities.  After  the
occurrence and during the continuance of an Event of Default,  the right to vote
any Collateral  that is securities  shall be vested  exclusively in Gryphon.  To
this end, the Company hereby  irrevocably  constitutes and appoints  Gryphon the
proxy and attorney-in-fact of the Company,  with full power of substitution,  to
vote,  and to act with  respect to, any and all  Collateral  that is  securities
standing  in the name of the  Company or with  respect  to which the  Company is
entitled to vote and act, subject to the  understanding  that such proxy may not
be  exercised  unless an Event of Default has occurred  and is  continuing.  The
proxy  herein  granted is coupled with an interest,  is  irrevocable,  and shall
continue until the Obligation has been paid and performed in full.


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            (E)  CERTAIN  PROCEEDS.   Notwithstanding   any  provision  of  this
Agreement  to the  contrary,  any and all stock  dividends or  distributions  in
property made on or in respect of any  Collateral  that is  securities,  and any
proceeds  of  any  Collateral  that  is  securities,   whether  such  dividends,
distributions,   or  proceeds  result  from  a  subdivision,   combination,   or
reclassification  of the outstanding capital stock of any issuer thereof or as a
result of any merger, consolidation, acquisition, or other exchange of assets to
which any issuer may be a party,  or otherwise,  shall be part of the Collateral
hereunder,  shall, if received by the Company,  be held in trust for the benefit
of Gryphon,  and shall forthwith be delivered to Gryphon  (accompanied by proper
instruments  of  assignment  and/or  stock  and/or bond  powers  executed by the
Company in accordance  with  Gryphon's  instructions)  to be held subject to the
terms of this  Agreement.  Any cash proceeds of  Collateral  which come into the
possession of Gryphon (including,  without limitation,  insurance proceeds) may,
at Gryphon's  option,  be applied in whole or in part to the  Obligation (to the
extent  then  due),  be  released  in  whole  or in  part  to or on the  written
instructions of the Company for any general or specific purpose,  or be retained
in whole or in part by Gryphon as additional Collateral.  Any cash Collateral in
the possession of Gryphon may be invested by Gryphon in  certificates of deposit
issued by any state or national bank having combined capital and surplus greater
than $10,000,000,  or in securities issued or guaranteed by the United States of
America or any agency thereof. Gryphon shall never be obligated to make any such
investment  and shall never have any  liability to the Company for any loss that
may result therefrom.  All interest and other amounts earned from any investment
of  Collateral  may be dealt with by  Gryphon  in the same  manner as other cash
Collateral. The provisions of this subsection shall be applicable whether or not
an Event of Default has occurred and is continuing.

            (F)  SUBROGATION.  If any of the  Obligation  is given in renewal or
extension  or applied  toward the payment of  indebtedness  secured by any lien,
Gryphon  shall be,  and is  hereby,  subrogated  to all of the  rights,  titles,
interests, and liens securing the indebtedness so renewed, extended, or paid.

            (G)  INDEMNIFICATION.  The Company  hereby assumes all liability for
the  Collateral,  for the  Security  Interests,  and for  any  use,  possession,
maintenance, and management of, all or any of the Collateral, including, without
limitation,  any taxes  arising  as a result  of,  or in  connection  with,  the
transactions  contemplated  herein,  and agrees to assume  liability for, and to
indemnify and hold Gryphon harmless from and against, any and all claims, causes
of action,  or  liability,  for  injuries  to or deaths of persons and damage to
property,   howsoever  arising  from  or  incident  to  such  use,   possession,
maintenance, and management,  whether such persons be agents or employees of the
Company or of third parties,  or such damage be to property of the Company or of
others.  The Company agrees to indemnify,  save, and hold Gryphon  harmless from
and  against,  and  covenants  to defend  Gryphon  against,  any and all losses,
damages, claims, costs, penalties, liabilities, and expenses, including, without
limitation,  court  costs and  attorneys'  fees,  howsoever  arising or incurred
because of,  incident to, or with respect to Collateral or any use,  possession,
maintenance, or management thereof.


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         8.       MISCELLANEOUS.

            (A)  TERM.  Upon  full and  final  payment  and  performance  of the
Obligation, this Agreement shall thereafter terminate upon receipt by Gryphon of
the Company's written notice of such termination;  provided that no Obligor,  if
any, on any of the Collateral  shall ever be obligated to make inquiry as to the
termination of this  Agreement,  but shall be fully  protected in making payment
directly to Gryphon.

            (B) ACTIONS NOT RELEASES.  The Security  Interests and the Company's
obligations and Gryphon's  rights  hereunder shall not be released,  diminished,
impaired,  or  adversely  affected by the  occurrence  of any one or more of the
following events: (i) the taking or accepting of any other security or assurance
for  any or all  of the  Obligation;  (ii)  any  release,  surrender,  exchange,
subordination,  or loss of any  security or  assurance  at any time  existing in
connection  with  any or  all of the  Obligation;  (iii)  the  modification  of,
amendment to, or waiver of compliance  with any terms of this Agreement  without
the notification or consent of the Company, except as required herein (the right
to  such  notification  or  consent  being  herein  specifically  waived  by the
Company); (iv) the insolvency,  bankruptcy, or lack of corporate, partnership or
trust power of any party at any time liable for the payment of any or all of the
Obligation,  whether  now  existing or  hereafter  occurring;  (v) any  renewal,
extension,  or  rearrangement  of the  payment of any or all of the  Obligation,
either with or without notice to or consent of the Company,  or any  adjustment,
indulgence,  forbearance,  or compromise that may be granted or given by Gryphon
to the  Company;  (vi) any  neglect,  delay,  omission,  failure,  or refusal of
Gryphon to take or prosecute any action in connection with this Agreement or any
other agreement,  document,  guaranty,  or instrument  evidencing,  securing, or
assuring  the  payment  of all or any of the  Obligation;  (vii) any  failure of
Gryphon to notify the Company of any renewal,  extension,  or  assignment of the
Obligation or any part thereof, or the release of any security,  or of any other
action taken or refrained from being taken by Gryphon against the Company or any
new agreement between Gryphon and the Company,  it being understood that Gryphon
shall not be  required  to give the  Company  any  notice of any kind  under any
circumstances  whatsoever  with respect to or in connection with the Obligation,
including,  without  limitation,  notice of acceptance of this  Agreement or any
Collateral ever delivered to or for the account of Gryphon hereunder; (viii) the
illegality, invalidity, or unenforceability of all or any part of the Obligation
against any party  obligated with respect thereto by reason of the fact that the
Obligation,  or the interest paid or payable with respect  thereto,  exceeds the
amount  permitted  by law,  the act of  creating  the  Obligation,  or any  part
thereof,  is ultra vires, or the officers,  partners,  or trustees creating same
acted in excess of their  authority,  or for any  other  reason;  or (ix) if any
payment by any party  obligated  with  respect  thereto is held to  constitute a
preference  under applicable laws or for any other reason Gryphon is required to
refund such payment or pay the amount thereof to someone else.

            (C)  WAIVERS.  Except to the  extent  expressly  otherwise  provided
herein,  the Company waives (i) any right to require  Gryphon to proceed against
any other  person,  to exhaust  its rights in the  Collateral,  or to pursue any


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other  right  which  Gryphon  may have;  (ii) with  respect  to the  Obligation,
presentment and demand for payment,  protest,  notice of protest and nonpayment,
and notice of the intention to accelerate; and (iii) all rights of marshaling in
respect of any and all of the Collateral.

            (D)  FINANCING  STATEMENT.  Gryphon shall be entitled at any time to
file this Agreement or a carbon,  photographic,  or other  reproduction  of this
Agreement,  as a financing statement or other Security Document, but the failure
of  Gryphon to do so shall not impair the  validity  or  enforceability  of this
Agreement.

            (E) AMENDMENTS.  This Agreement may be amended only by an instrument
in writing executed jointly by the Company and Gryphon, and supplemented only by
documents  delivered  or to be delivered in  accordance  with the express  terms
hereof.

            (F) MULTIPLE  COUNTERPARTS.  This Agreement may be executed in a two
identical  counterparts,  each of which  shall be  deemed  an  original  for all
purposes and both of which will constitute, collectively, one agreement; but, in
making proof of this Agreement,  it shall not be necessary to produce or account
for more than one such counterpart.

            (G) PARTIES BOUND;  ASSIGNMENT.  This Agreement  shall be binding on
the  Company  and the  Company's  successors  and assigns and shall inure to the
benefit of Gryphon and Gryphon's  successors  and assigns.  The Company may not,
without the prior written  consent of Gryphon  (which  consent may be granted or
withheld in the sole and absolute  discretion  of  Gryphon),  assign any rights,
duties, or obligations  hereunder.  In the event of an assignment of all or part
of the  Obligation,  the  Security  Interests  and  other  rights  and  benefits
hereunder,  to the extent  applicable to the part of the Obligation so assigned,
shall be transferred therewith.

            (H) GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Nevada and the
laws of the United States of America.  The parties hereby agree that all actions
or proceedings  arising  directly or indirectly  from or in connection with this
Agreement  shall be litigated  only in the United States  District Court for the
Northern District of Texas located in Dallas County,  Dallas,  Texas. Each party
consents and submits to the  jurisdiction  and venue of the foregoing  court and
consents that any process or notice of motion or other application to said court
or a judge  thereof  may be served  inside or outside  the State of Texas or the
Northern  District  of Texas  (but  such  consent  shall not be deemed a general
consent to jurisdiction  and service for any third parties) by registered  mail,
return receipt requested,  directed to the parties at their respective addresses
provided in or pursuant to the Purchase  Agreement (and service so made shall be
deemed  complete  three (3) days after the same has been posted as aforesaid) or
by  personal  service or in such other  manner as may be  permissible  under the
rules of said  court.  The  Company  hereby  waives any right to a jury trial in
connection with any litigation pursuant to this Agreement.

            (I) COMPLETE AGREEMENT.  This Agreement, the Purchase Agreement, the


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Note,  and all  other  agreements,  instruments  or  documents  executed  and/or
delivered in  connection  herewith and therewith are intended by the Company and
Gryphon as a final  expression  of their  agreement  with respect to the subject
matter hereof and thereof, and supersede all prior agreements and understandings
whether oral or written with respect to the subject matter hereof and thereof.



                            [Signature Page Follows]



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            IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Security
Agreement as of the date first written above.


                             THE COMPANY:

                              KNIGHTSBRIDGE FINE WINES, INC.


                             By:  /s/ Joel Shapiro
                                  ------------------------------------------
                             Name:   Joel Shapiro
                             Title:  President & CEO




                            GRYPHON:

                            GRYPHON MASTER FUND, L.P.

                            By:  Gryphon Partners, L.P., its General Partner

                            By:  Gryphon Management Partners, L.P.,
                                            its General Partner

                            By:  Gryphon Advisors, LLC,
                                            its General Partner


                            By:  /s/ Warren W. Garden
                               ---------------------------------------------
                                     Warren W. Garden, Authorized Agent