Exhibit 10.3

NEITHER THIS WARRANT NOR ISSUANCE OF THE  SECURITIES  ISSUABLE UPON THE EXERCISE
HEREOF TO THE HOLDER HAVE BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 OR
QUALIFIED OR REGISTERED  UNDER STATE  SECURITIES OR BLUE SKY LAWS.  NEITHER THIS
WARRANT  NOR SUCH  SECURITIES  MAY BE SOLD OR  OTHERWISE  TRANSFERRED  EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT OF 1933,  APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER.

THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS PROVIDED IN SECTION 23.


No. W-2                                    Right to Purchase 1,111,111 Shares of
                                           Common Stock of Knightsbridge Fine
                                           Wines, Inc.


                         KNIGHTSBRIDGE FINE WINES, INC.

                          COMMON STOCK PURCHASE WARRANT


                           KNIGHTSBRIDGE FINE WINES, INC., a Nevada corporation,
hereby  certifies  that,  for value  received,  GRYPHON  MASTER  FUND,  L.P.  or
registered assigns (the "Holder"),  is entitled,  subject to the terms set forth
below, to purchase from the Company at any time or from time to time before 5:00
p.m., Dallas,  Texas time, on the Expiration Date (such capitalized term and all
other  capitalized  terms used herein having the  respective  meanings  provided
herein),  1,111,111  fully paid and  nonassessable  shares of Common  Stock at a
purchase price per share equal to the Purchase Price.  The number of such shares
of Common Stock and the Purchase  Price are subject to adjustment as provided in
this Warrant.

                           1.    DEFINITIONS.

                           (a)  As used in this Warrant, the term "Holder" shall
have the meaning assigned to such term in the first paragraph of this Warrant.

                           (b) All the agreements or instruments herein  defined
shall mean such  agreements or  instruments as the same may from time to time be
supplemented  or amended or the terms  thereof  waived or modified to the extent
permitted by, and in accordance with, the terms thereof and of this Warrant.

                           (c)  The  following  terms  shall have  the following


<PAGE>

meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

                           "Affiliate"  means,  with respect to any Person,  any
         other  Person  that  directly,   or  indirectly  through  one  or  more
         intermediaries,  controls,  is controlled by or is under common control
         with the subject  Person.  For purposes of this  definition,  "control"
         (including,  with correlative  meaning,  the terms  "controlled by" and
         "under common control with"), as used with respect to any Person, shall
         mean the possession,  directly or indirectly, of the power to direct or
         cause the  direction  of the  management  and  policies of such Person,
         whether  through the  ownership of voting  securities or by contract or
         otherwise.

                           "Aggregate  Purchase  Price"  means  at any  time  an
         amount equal to the product  obtained by  multiplying  (x) the Purchase
         Price  times (y) the  number of shares of Common  Stock for which  this
         Warrant may be exercised at such time.

                  "Aggregation  Parties"  shall  have the  meaning  provided  in
Section 2(c).

                           "Board of Directors"  means the Board of Directors of
the Company.

                           "Business  Day" means any day other than a  Saturday,
         Sunday or other day on which commercial banks in the City of Dallas are
         authorized or required by law or executive order to remain closed.

                           "Common Stock"  includes the Company's  Common Stock,
         par value $.001 per share, (and any purchase rights issued with respect
         to the Common  Stock in the future) as  authorized  on the date hereof,
         and any other  securities into which or for which the Common Stock (and
         any such  rights  issued  with  respect  to the  Common  Stock)  may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization,  merger,  sale of  assets  or  otherwise  and any stock
         (other than Common  Stock) and other  securities  of the Company or any
         other Person which the Holder at any time shall be entitled to receive,
         or shall have received,  on the exercise of this Warrant, in lieu of or
         in addition to Common Stock.

                           "Common Stock Equivalents" means any warrant, option,
         subscription  or purchase right with respect to shares of Common Stock,
         any security convertible into, exchangeable for, or otherwise entitling
         the holder  thereof to acquire,  shares of Common Stock or any warrant,
         option,  subscription  or  purchase  right  with  respect  to any  such
         convertible, exchangeable or other security.

                           "Company"  shall  include  Knightsbridge  Fine Wines,
         Inc., a Nevada  corporation,  and any corporation that shall succeed to


<PAGE>

         or assume the obligations of Knightsbridge  Fine Wines, Inc.  hereunder
         in accordance with the terms hereof.

                           "Current  Fair  Market  Value"  means  when used with
         respect to the Common Stock as of a specified date with respect to each
         share of Common Stock,  the average of the closing prices of the Common
         Stock sold on all  securities  exchanges  (including the Nasdaq and the
         Nasdaq  SmallCap)  on which the Common Stock may at the time be listed,
         or, if there have been no sales on any such  exchange on such day,  the
         average  of the  highest  bid  and  lowest  asked  prices  on all  such
         exchanges  at the end of such day,  or, if on such day the Common Stock
         is not so  listed,  the  average  of the  representative  bid and asked
         prices quoted in the Nasdaq System as of 4:00 p.m., New York City time,
         or, if on such day the Common Stock is not quoted in the Nasdaq System,
         the average of the  highest  bid and lowest  asked price on such day in
         the  domestic  over-the-counter  market  as  reported  by the  National
         Quotation Bureau, Incorporated,  or any similar successor organization,
         in each such case averaged over a period of ten Trading Days consisting
         of the day as of which the Current Fair Market Value of Common Stock is
         being  determined (or if such day is not a Trading Day, the Trading Day
         next preceding such day) and the nine consecutive Trading Days prior to
         such day. If on the date for which  Current  Fair Market Value is to be
         determined the Common Stock is not listed on any securities exchange or
         quoted in the Nasdaq System or the over-the-counter market, the Current
         Fair Market Value of Common Stock shall be the highest  price per share
         which the  Company  could  then  obtain  from a willing  buyer  (not an
         employee or director of the Company at the time of determination) in an
         arms'-length  transaction  for  shares  of  Common  Stock  sold  by the
         Company,  from  authorized but unissued  shares,  as determined in good
         faith by the Board of Directors.

                           "Expiration Date" means December 22, 2008.

                           "Gryphon" means Gryphon Master Fund, L.P., a  Bermuda
limited partnership.

                           "Holder Share Notice" shall have the meaning provided
in Section 3(a).

                           "Issuance  Date" means the date of original  issuance
of this Warrant or its predecessor instrument.

                           "Nasdaq" means the Nasdaq National Market.

                           "Nasdaq SmallCap" means the Nasdaq SmallCap Market.

                           "1934 Act" means the Securities Exchange Act of 1934,
as amended.


<PAGE>


                           "1933  Act"  means  the  Securities  Act of 1933,  as
amended.

                           "Note" means  the 7.5% Secured Convertible  Note  due
2006 issued by the Company pursuant to the Purchase Agreement.

                           "Other Securities" means any stock (other than Common
         Stock) and other  securities  of the Company or any other  Person which
         the  Holder at any time shall be  entitled  to  receive,  or shall have
         received, on the exercise of this Warrant, in lieu of or in addition to
         Common Stock, or which at any time shall be issuable or shall have been
         issued in  exchange  for or in  replacement  of  Common  Stock or Other
         Securities pursuant to Section 5.

                           "Person"    means   an    individual,    corporation,
         partnership,   limited  liability  company,   trust,   business  trust,
         association,  joint stock company, joint venture, pool, syndicate, sole
         proprietorship,  unincorporated organization, governmental authority or
         any other form of entity not specifically listed herein.

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

                           "Purchase  Price" means $0.70,  subject to adjustment
as provided in this Warrant.

                           "QIB"  means a  "qualified  institutional  buyer"  as
defined in Rule 144A.

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

                           "Registration   Statement"  shall  have  the  meaning
provided in the Registration Rights Agreement.

                           "Restricted  Ownership  Percentage"  shall  have  the
meaning provided in Section 2(c).

                           "Restricted Securities" means securities that are not
         eligible for resale  pursuant to Rule 144(k) under the 1933 Act (or any
         successor provision).

                           "Reorganization  Event" means the  occurrence  of any
one or more of the following events:

                           (i) any consolidation,  merger or similar transaction
                  of the Company or any  Subsidiary  with or into another entity
                  (other than a merger or consolidation  or similar  transaction
                  of  a   Subsidiary   into  the   Company  or  a   wholly-owned
                  Subsidiary);  or the sale or transfer of all or  substantially


<PAGE>

                  all of the assets of the  Company  and the  Subsidiaries  in a
                  single transaction or a series of related transactions; or

                           (ii) the  occurrence of any  transaction  or event in
                  connection  with  which all or  substantially  all the  Common
                  Stock shall be exchanged for, converted into,  acquired for or
                  constitute the right to receive securities of any other Person
                  (whether   by   means   of  a   Tender   Offer,   liquidation,
                  consolidation,    merger,    share   exchange,    combination,
                  reclassification, recapitalization, or otherwise); or

                           (iii) the acquisition by a Person or group of Persons
                  acting  in  concert  as a  partnership,  limited  partnership,
                  syndicate or group, as a result of a tender or exchange offer,
                  open  market  purchases,  privately  negotiated  purchases  or
                  otherwise,  of  beneficial  ownership  of  securities  of  the
                  Company  representing 50% or more of the combined voting power
                  of the outstanding voting securities of the Company ordinarily
                  (and  apart from  rights  accruing  in special  circumstances)
                  having the right to vote in the election of directors.

                           "Rule 144A" means Rule 144A as promulgated  under the
1933 Act.

                           "SEC" means the Securities and Exchange Commission.

                           "Subsidiary" means any corporation or other entity of
         which a majority  of the  capital  stock or other  ownership  interests
         having  ordinary  voting  power to  elect a  majority  of the  board of
         directors or other Persons performing similar functions are at the time
         directly or indirectly owned by the Company.

                           "Tender  Offer" means a tender offer,  exchange offer
         or other offer by the Company to repurchase  outstanding  shares of its
         capital stock.

                           "Trading  Day"  means a day on  whichever  of the OTC
         Bulletin Board,  any national  securities  exchange,  the Nasdaq or the
         Nasdaq SmallCap, which then constitutes the principal securities market
         for the Common Stock, is open for general trading.

                           2.    EXERCISE OF WARRANT.

                           (A) EXERCISE.  This Warrant may  be exercised  by the
Holder  in whole  at any  time or in part  from  time to time on or  before  the
Expiration Date by (x)  surrendering  this Warrant to the Company,  (y) giving a
subscription form in the form of EXHIBIT 1 to this Warrant (duly executed by the
Holder) to the  Company,  and (z) making  payment,  in cash or by  certified  or
official bank check payable to the order of the Company,  or by wire transfer of
funds to the account of the Company, in any such case, in the amount obtained by
multiplying (a) the number of shares of Common Stock designated by the Holder in


<PAGE>

the subscription  form by (b) the Purchase Price then in effect.  On any partial
exercise  the Company will  forthwith  issue and deliver to or upon the order of
the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or
as the Holder (upon payment by the Holder of any applicable  transfer taxes) may
request,  providing  in the  aggregate  on the  face or  faces  thereof  for the
purchase  of the  number of shares of Common  Stock for which  such  Warrant  or
Warrants may still be exercised.  The  subscription  form may be  surrendered by
telephone line facsimile  transmission to such telephone  number for the Company
as shall have been specified in writing to the Holder by the Company;  provided,
however, that if the subscription form is given to the Company by telephone line
facsimile  transmission  the Holder shall send an original of such  subscription
form to the Company within ten Business Days after such  subscription form is so
given to the Company;  provided further,  however,  that any failure or delay on
the part of the Holder in giving such  original of any  subscription  form shall
not affect the validity or the date on which such  subscription form is so given
by telephone line facsimile transmission.

                           (B) NET EXERCISE.  The Holder  may elect  to exercise
this  Warrant,  in whole at any time or in part from time to time,  by receiving
shares of Common Stock equal to the net issuance value (as determined  below) of
this  Warrant,  or any part  hereof,  upon  surrender of the  subscription  form
annexed  hereto  (duly  executed  by the  Holder) to the  Company  (followed  by
surrender  of this  Warrant  to the  Company  within  three  Trading  Days after
surrender of such subscription  form), in which event the Company shall issue to
the  Holder a number  of shares of Common  Stock  computed  using the  following
formula:

                                    X = Y x (A - B)
                                        -----------
                                             A

where,

                           X =   the number of shares of Common Stock to be
                                 issued to the Holder

                           Y =   the number of shares of Common Stock as to
                                 which this Warrant is to be exercised

                           A =   the Current Fair  Market  Value of one share of
                                 Common Stock calculated as of the  last Trading
                                 Day immediately preceding the exercise of  this
                                 Warrant

                           B =   the Purchase Price

Notwithstanding the foregoing,  the Holder may conduct a "net" exercise pursuant
to this Section 2(b) only after the first  anniversary of the Issuance Date, and
then only in the event that the Registration  Statement is not then effective at
the time that the Holder wishes to conduct such "net" exercise.


<PAGE>


                           (C)     9.99% LIMITATION.

                            (1)  Notwithstanding   anything  to   the   contrary
contained  herein,  the number of shares of Common Stock that may be acquired by
the Holder upon exercise  pursuant to the terms hereof shall not exceed a number
that,  when  added  to the  total  number  of  shares  of  Common  Stock  deemed
beneficially  owned by the  Holder  (other  than by virtue of the  ownership  of
securities or rights to acquire securities (including the Note and this Warrant)
that have  limitations  on the Holder's  right to convert,  exercise or purchase
similar to the limitation set forth herein),  together with all shares of Common
Stock  deemed  beneficially  owned at such  time  (other  than by  virtue of the
ownership of securities or rights to acquire securities that have limitations on
the right to convert,  exercise or purchase  similar to the limitation set forth
herein) by the Holder's  Affiliates  (the  "Aggregation  Parties") that would be
aggregated for purposes of determining whether a group exists or for purposes of
determining the Holder's beneficial ownership,  in either such case for purposes
of Section 13(d) of the 1934 Act and Regulation 13D-G  thereunder,  would result
in  beneficial  ownership  by the Holder or such group of more than 9.99% of the
outstanding shares of the Common Stock (the "Restricted Ownership  Percentage").
The Holder  shall have the right (x) at any time and from time to time to reduce
its Restricted  Ownership  Percentage  immediately upon notice to the Company in
the event and only to the  extent  that  Section 16 of the 1934 Act or the rules
promulgated  thereunder (or any successor statute or rules) is changed to reduce
the beneficial  ownership  percentage  threshold thereunder from 10%, (y) at any
time and from time to time,  to increase  its  Restricted  Ownership  Percentage
immediately  in the event of the happening of any Change in Control  Transaction
(as defined in the Note), and (z) by written instrument delivered to the Company
to irrevocably  waive its rights under the immediately  preceding clause (y). If
at any time the limits in this Section 2(c) make this Warrant  unexercisable  in
whole or in part,  the  Company  shall not by reason  thereof be relieved of its
obligation  to issue  shares  of  Common  Stock at any time or from time to time
thereafter  as  shares of Common  Stock  may be issued in  compliance  with such
restrictions.

                           (2) For purposes of this Section 2(c), in determining
the number of outstanding shares of Common Stock at any time the Holder may rely
on the number of  outstanding  shares of Common  Stock as  reflected  in (A) the
Company's then most recent Form 10-Q,  Form 10-K or other public filing with the
SEC, as the case may be, (B) a public  announcement by the Company that is later
than any such filing  referred to in the preceding  clause (A), or (C) any other
notice by the Company or its transfer  agent  setting forth the number shares of
Common Stock  outstanding.  Upon the written or oral request of the Holder,  the
Company  shall  within one  Business  Day  confirm  orally and in writing to the
Holder the number of shares of Common Stock then  outstanding.  In any case, the
number of  outstanding  shares of Common Stock shall be determined  after giving
effect to the  conversion  or exercise of Common Stock  Equivalents,  including,
without  limitation,  the Note and the Warrant, by the Holder or its Aggregation
Parties,  in each such case  subsequent  to the date as of which such  number of
outstanding shares of Common Stock was reported.


<PAGE>




                           3. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE.
(a) As soon as  practicable  after the exercise of this Warrant and in any event
within  five  Trading  Days  thereafter,  upon  the  terms  and  subject  to the
conditions of this Warrant, the Company at its expense (including the payment by
it of any  applicable  issue or stamp taxes) will cause to be issued in the name
of and delivered to the Holder,  or as the Holder (upon payment by the Holder of
any applicable transfer taxes) may direct, a certificate or certificates for the
number  of fully  paid and  nonassessable  shares  of  Common  Stock  (or  Other
Securities)  to which the Holder  shall be  entitled on such  exercise,  in such
denominations  as  may  be  requested  by  the  Holder,   which  certificate  or
certificates  shall be free of restrictive  and trading  legends  (except to the
extent permitted under Section 6.12 of the Purchase Agreement), plus, in lieu of
any fractional share to which the Holder would otherwise be entitled, cash equal
to such  fraction  multiplied  by the then Current Fair Market Value of one full
share of Common Stock,  together with any other stock or Other Securities or any
property (including cash, where applicable) to which the Holder is entitled upon
such exercise pursuant to Section 2 or otherwise. In lieu of delivering physical
certificates for the shares of Common Stock or (Other Securities)  issuable upon
any  exercise  of  this  Warrant,  provided  the  Company's  transfer  agent  is
participating in the Depository Trust Company ("DTC") Fast Automated  Securities
Transfer  ("FAST")  program,  upon request of the Holder,  the Company shall use
commercially  reasonable  efforts to cause its transfer agent  electronically to
transmit  such  shares of  Common  Stock (or  Other  Securities)  issuable  upon
conversion  to the Holder (or its  designee),  by  crediting  the account of the
Holder's  (or such  designee's)  broker with DTC through its Deposit  Withdrawal
Agent Commission system (provided that the same time periods herein as for stock
certificates   shall  apply).   The  Company  shall  pay  any  taxes  and  other
governmental  charges that may be imposed under the laws of the United States of
America or any political  subdivision or taxing authority  thereof or therein in
respect of the issue or delivery of shares of Common Stock (or Other Securities)
or payment of cash upon  exercise  of this  Warrant  (other  than  income  taxes
imposed on the Holder).  The Company shall not be required,  however, to pay any
tax or other charge  imposed in  connection  with any  transfer  involved in the
issue of any  certificate  for  shares  of Common  Stock  (or Other  Securities)
issuable  upon  exercise of this  Warrant or payment of cash to any Person other
than the Holder,  and in case of such  transfer or payment the Company shall not
be  required  to deliver any  certificate  for shares of Common  Stock (or Other
Securities) upon such exercise or pay any cash until such tax or charge has been
paid or it has been established to the Company's reasonable satisfaction that no
such tax or charge is due. If the Holder  notifies  the Company  that the Holder
has not received  such shares of Common Stock (or Other  Securities)  (a "Holder
Share  Notice") and the Company fails to deliver or cause to be delivered to the
Holder  such  shares of Common  Stock (or  Other  Securities)  pursuant  to this
Section  3(a) (free of any  restrictions  on transfer  or legends  except to the
extent  permitted  under  Section 6.12 of the Purchase  Agreement) in accordance
herewith,  within one  Trading  Day after the date the Holder  gives such Holder
Share Notice, then, in addition to any other liability the Company may have, the
Company shall pay to the Holder, in cash, an amount,  computed at the rate of 2%


<PAGE>

per month of the  Current  Fair Market  Value of the shares of Common  Stock (or
Other  Securities)  not timely  delivered  by the  Company,  for the period such
failure  continues (the "Exercise Delay Payments"),  without  duplication of any
amount  payable to the Holder  pursuant to clause (F) of Section  2(c)(i) of the
Registration Rights Agreement, with each change in the Current Fair Market Value
during such period  being given  effect.  A Holder  Share Notice may be given by
telephone or e-mail to the Company's Chief Financial Officer or General Counsel.
Upon exercise of this Warrant as provided  herein,  the Company's  obligation to
issue and  deliver the  certificates  for Common  Stock  shall be  absolute  and
unconditional,  irrespective  of the  absence  of any  action  by the  Holder to
enforce the same,  any waiver or consent with respect to any  provision  hereof,
the  recovery  of any  judgment  against any Person or any action to enforce the
same,  any failure or delay in the  enforcement  of any other  obligation of the
Company to the Holder, or any setoff,  counterclaim,  recoupment,  limitation or
termination,  or any breach or alleged  breach by the Holder or any other Person
of any obligation to the Company or any violation or alleged violation of law by
the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection
with such exercise.

                  (b) If in any case the Company shall fail to issue and deliver
or cause to be delivered  the shares of Common Stock to the Holder in connection
with a  particular  exercise  of this  Warrant  within one Trading Day after the
Holder  gives a Holder  Share  Notice to the  Company,  in addition to any other
liabilities  the Company may have  hereunder and under  applicable  law, (A) the
Company  shall pay or  reimburse  the  Holder on  demand  for all  out-of-pocket
expenses,  including, without limitation,  reasonable fees and expenses of legal
counsel,  incurred by the Holder as a result of such failure; (B) if as a result
of such failure the Holder shall suffer any direct damages or  liabilities  from
such failure  (including,  without  limitation,  margin interest and the cost of
purchasing  securities  to cover a sale  (whether by the Holder or the  Holder's
securities  broker)  or  borrowing  of shares of Common  Stock by the Holder for
purposes of settling  any trade  involving a sale of shares of Common Stock made
by the Holder during the period beginning on the Issuance Date and ending on the
date the Company delivers or causes to be delivered to the Holder such shares of
Common  Stock),  then,  in addition to any amounts  payable  pursuant to Section
3(a),  the  Company  shall upon demand of the Holder pay to the Holder an amount
equal to the actual, direct,  demonstrable out-of-pocket damages and liabilities
suffered  by the  Holder by reason  thereof  which the Holder  documents  to the
reasonable satisfaction of the Company, and (C) the Holder may by written notice
(which  may be  given by mail,  courier,  personal  service  or  telephone  line
facsimile transmission) or oral notice (promptly confirmed in writing), given at
any time prior to delivery to the Holder of the shares of Common Stock  issuable
in connection  with such exercise of the Holder's  right,  rescind such exercise
and the  subscription  form  relating  thereto,  in which case the Holder  shall
thereafter be entitled to exercise that portion of this Warrant as to which such
exercise is so rescinded  and to exercise  its other  rights and  remedies  with
respect to such  failure  by the  Company.  Notwithstanding  the  foregoing  the
Company  shall not be  liable  to the  Holder  under  clauses  (A) or (B) of the
immediately  preceding  sentence  to the  extent the  failure of the  Company to
deliver or to cause to be  delivered  such shares of Common  Stock  results from
fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash
involving  facilities  of a common  carrier,  acts of God, or any similar  event
outside  the  control of the  Company  (it being  understood  that the action or
failure  to act of the  Company's  Transfer  Agent  shall not be deemed an event
outside  the control of the Company  except to the extent  resulting  from fire,


<PAGE>

flood,  storm,  earthquake,  shipwreck,  strike,  war, acts of terrorism,  crash
involving  facilities  of a common  carrier,  acts of God, or any similar  event
outside the control of such Transfer  Agent or the  bankruptcy,  liquidation  or
reorganization of such Transfer Agent under any bankruptcy,  insolvency or other
similar  law).  The Holder  shall notify the Company in writing (or by telephone
conversation,  confirmed in writing) as promptly as  practicable  following  the
third Trading Day after the Holder  exercises this Warrant if the Holder becomes
aware that such  shares of Common  Stock so issuable  have not been  received as
provided  herein,  but any failure so to give such  notice  shall not affect the
Holder's rights under this Warrant or otherwise.

                           4.  ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK,PROPERTY,
ETC.;  RECLASSIFICATION,  ETC.  In case at any  time or from  time to time on or
after the Issuance Date, all holders of Common Stock (or Other Securities) shall
have received,  or (on or after the record date fixed for the  determination  of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor,

                           (a) other or additional  stock,  rights,  warrants or
         other securities or property (other than cash) by way of dividend, or

                           (b) any cash (excluding cash dividends payable solely
         out of earnings or earned surplus of the Company), or

                           (c) other or additional  stock,  rights,  warrants or
         other  securities  or  property  (including  cash) by way of  spin-off,
         split-up, reclassification,  recapitalization, combination of shares or
         similar corporate rearrangement,

other than (i) additional shares of Common Stock (or Other Securities) issued as
a stock  dividend  or in a  stock-split  (adjustments  in  respect  of which are
provided for in Section 6) and (ii) rights or warrants to  subscribe  for Common
Stock at less than the Current  Fair  Market  Value  (adjustments  in respect of
which are provided in Section 7), then and in each such case the Holder,  on the
exercise  hereof as  provided  in Section 2, shall be  entitled  to receive  the
amount of stock,  rights,  warrants and Other Securities and property (including
cash in the cases  referred to in  subdivisions  (b) and (c) of this  Section 4)
which the Holder would hold on the date of such  exercise if on the date of such
action  specified in the  preceding  clauses (a) through (c) (or the record date
therefor)  the  Holder  had been the holder of record of the number of shares of
Common Stock called for on the face of this Warrant and had  thereafter,  during
the period from the date  thereof to and  including  the date of such  exercise,
retained such shares and all such other or additional  stock,  rights,  warrants
and Other  Securities  and property  (including  cash in the case referred to in
subdivisions  (b)  and  (c) of this  Section  4)  receivable  by the  Holder  as
aforesaid during such period, giving effect to all adjustments called for during
such period by Section 5.



<PAGE>

                           5.  EXERCISE UPON A REORGANIZATION EVENT.  In case of
any  Reorganization  Event the Company  shall,  as a condition  precedent to the
consummation   of  the   transactions   constituting,   or  announced  as,  such
Reorganization  Event, cause effective  provisions to be made so that the Holder
shall have the right  thereafter,  by  exercising  this  Warrant (in lieu of the
shares  of  Common  Stock  of the  Company  and  Other  Securities  or  property
purchasable  and  receivable  upon  exercise  of the rights  represented  hereby
immediately prior to such Reorganization  Event) to purchase the kind and amount
of shares of stock and Other Securities and property (including cash) receivable
upon such  Reorganization  Event by a holder  of the  number of shares of Common
Stock that might have been received  upon  exercise of this Warrant  immediately
prior to such Reorganization  Event. Any such provision shall include provisions
for  adjustments  in respect of such  shares of stock and Other  Securities  and
property  that  shall  be as  nearly  equivalent  as may be  practicable  to the
adjustments provided for in this Warrant. The provisions of this Section 5 shall
apply to successive Reorganization Events.

                           6.  ADJUSTMENT FOR CERTAIN EXTRAORDINARY  EVENTS.  If
on or after the Issuance Date the Company shall (i) issue  additional  shares of
the Common  Stock as a dividend  or other  distribution  on  outstanding  Common
Stock,  (ii) subdivide or reclassify its outstanding  shares of Common Stock, or
(iii) combine its  outstanding  shares of Common Stock into a smaller  number of
shares of Common  Stock,  then,  in each such event,  the Purchase  Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
Purchase  Price in effect  immediately  prior to such event by a  fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 6.
The Holder shall thereafter, on the exercise hereof as provided in Section 2, be
entitled  to  receive  that  number  of shares of  Common  Stock  determined  by
multiplying the number of shares of Common Stock which would be issuable on such
exercise immediately prior to such issuance,  subdivision or combination, as the
case may be, by a fraction of which (i) the  numerator is the Purchase  Price in
effect  immediately  prior to such  issuance,  and (ii) the  denominator  is the
Purchase Price in effect on the date of such exercise.

                           7.   ISSUANCE  OF  RIGHTS  OR  WARRANTS  TO  COMMON
STOCKHOLDERS  AT LESS THAN CURRENT FAIR MARKET VALUE. If the Company shall on or
after  the  Issuance  Date  issue  rights  or  warrants  to all  holders  of its
outstanding  shares of Common Stock  entitling them to subscribe for or purchase
shares of Common  Stock at a price per share less than the  Current  Fair Market
Value on the record date fixed for the determination of stockholders entitled to
receive such rights or warrants, then

                  (a) the  Purchase  Price  shall be  adjusted  so that the same
         shall equal the price  determined by multiplying  the Purchase Price in
         effect at the  opening of business on the day after such record date by


<PAGE>

         a  fraction  of which the  numerator  shall be the  number of shares of
         Common Stock  outstanding  at the close of business on such record date
         plus the number of shares  which the  aggregate  offering  price of the
         total number of shares so offered  would  purchase at such Current Fair
         Market  Value,  and the  denominator  shall be the  number of shares of
         Common Stock  outstanding  on the close of business on such record date
         plus the total number of  additional  shares of Common Stock so offered
         for subscription or purchase; and

                  (b) the number of shares of Common  Stock which the Holder may
         thereafter  purchase  upon  exercise of this  Warrant at the opening of
         business  on the day after such  record  date shall be  increased  to a
         number  equal to the quotient  obtained by dividing  (x) the  Aggregate
         Purchase Price in effect  immediately  prior to such  adjustment in the
         Purchase  Price  pursuant  to clause  (a) of this  Section 7 by (y) the
         Purchase  Price in effect  immediately  after  such  adjustment  in the
         Purchase Price pursuant to clause (a) of this Section 7.

Such adjustment shall become effective immediately after the opening of business
on the day following  the record date fixed for  determination  of  stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered pursuant to such rights or warrants, upon the expiration
or  termination  of such  rights  or  warrants,  the  Purchase  Price  shall  be
readjusted  to the  Purchase  Price  which  would  then  be in  effect  had  the
adjustments  made upon the issuance of such rights or warrants  been made on the
basis of  delivery  of only the  number  of  shares  of  Common  Stock  actually
delivered  and the number of shares of Common  Stock for which this  Warrant may
thereafter be exercised shall be readjusted (subject to proportionate adjustment
for any intervening exercises of this Warrant) to the number which would then be
in effect had the adjustments  made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common  Stock
actually delivered. In the event that such rights or warrants are not so issued,
the Purchase  Price shall again be adjusted to be the Purchase Price which would
then be in  effect if such  record  date had not been  fixed  and the  number of
shares of Common Stock for which this Warrant may thereafter be exercised  shall
again be  adjusted  (subject to  proportionate  adjustment  for any  intervening
exercises  of this  Warrant)  to be the number  which would then be in effect if
such  record  date had not been  fixed.  In  determining  whether  any rights or
warrants  entitle the Holder to subscribe for or purchase shares of Common Stock
at less than such Current Fair Market Value,  and in  determining  the aggregate
offering price of such shares of Common Stock, there shall be taken into account
any  consideration  received  for such  rights  or  warrants,  the value of such
consideration, if other than cash, to be determined by the Board of Directors.

                           8.  EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER
OR  SALE.   (a)  If  any  of  the  following   events  occur,   namely  (i)  any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value,  or from par value to no par value,  or from no par value
to par  value,  or as a  result  of a  subdivision  or  combination),  (ii)  any
consolidation,  merger,  statutory  exchange or  combination of the Company with


<PAGE>

another  corporation  as a result  of which  holders  of Common  Stock  shall be
entitled  to  receive  stock,  other  securities  or other  property  or  assets
(including  cash) with respect to or in exchange for such Common Stock, or (iii)
any sale or  conveyance  of the  properties  and  assets of the  Company  as, or
substantially  as, an entirety to any other Person as a result of which  holders
of Common Stock shall be entitled to receive  stock,  other  securities or other
property or assets  (including  cash) with  respect to or in  exchange  for such
Common Stock,  then the Company,  the  successor or  purchasing  Person and each
Person who has agreed to issue such  stock or other  securities  or to  transfer
such other  property or assets shall execute and deliver to the Holder a written
agreement providing that (x) this Warrant shall thereafter entitle the Holder to
purchase the kind and amount of shares of stock and other securities or property
or  assets  (including  cash)  receivable  upon such  reclassification,  change,
consolidation,  merger, statutory exchange,  combination, sale or conveyance, by
the holder of a number of shares of Common Stock  issuable upon exercise of this
Warrant (assuming,  for such purposes,  a sufficient number of authorized shares
of Common Stock  available to exercise this Warrant)  immediately  prior to such
reclassification,    change,   consolidation,    merger,   statutory   exchange,
combination,  sale or  conveyance,  assuming such holder of Common Stock did not
exercise such holder's  rights of election,  if any, as to the kind or amount of
securities,  cash or  other  property  receivable  upon  such  reclassification,
change,  consolidation,   merger,  statutory  exchange,   combination,  sale  or
conveyance  (provided  that, if the kind or amount of securities,  cash or other
property receivable upon such reclassification,  change, consolidation,  merger,
statutory  exchange,  combination,  sale or  conveyance is not the same for each
share of Common Stock in respect of which such rights of election shall not have
been exercised  ("non-electing  share"), then for the purposes of this Section 8
the kind and amount of securities,  cash or other property  receivable upon such
reclassification,    change,   consolidation,    merger,   statutory   exchange,
combination,  sale or conveyance for each non-electing  share shall be deemed to
be  the  kind  and  amount  so  receivable  per  share  by a  plurality  of  the
non-electing shares), (y) in the case of any such successor or purchasing Person
or any such Person who has agreed to issue such stock or other  securities or to
transfer  such  other  property  or  assets,  upon such  consolidation,  merger,
statutory  exchange,   combination,   sale  or  conveyance,  such  successor  or
purchasing Person or any such Person who has agreed to issue such stock or other
securities  or to transfer  such other  property or assets  shall be jointly and
severally  liable with the Company for the  performance  of all of the Company's
obligations  under this Warrant,  the Purchase  Agreement  and the  Registration
Rights Agreement, and (z) if registration or qualification is required under the
1933 Act or  applicable  state law for the  public  resale by the Holder of such
shares of stock and Other  Securities so issuable upon exercise of this Warrant,
such   registration   or   qualification   shall  be  completed  prior  to  such
reclassification,  change,  consolidation,  merger,  combination  or sale.  Such
written  agreement  shall  provide  for  adjustments  which  shall be as  nearly
equivalent  as may  be  practicable  to the  adjustments  provided  for in  this
Warrant. If, in the case of any such  reclassification,  change,  consolidation,
merger, statutory exchange,  combination, sale or conveyance, the stock or other
securities  or other  property  or assets  receivable  thereupon  by a holder of
shares of Common Stock includes shares of stock, other securities other property
or assets of a Person other than the Company or any such successor or purchasing
Person,  as the case may be, in such  reclassification,  change,  consolidation,
merger, statutory exchange,  combination,  sale or conveyance, then such written
agreement  shall also be executed by such other  Person and shall  contain  such


<PAGE>

additional  provisions  to protect the  interests  of the Holder as the Board of
Directors shall reasonably consider necessary by reason of the foregoing.

                           (b)   The above  provisions of this  Section  8 shall
similarly  apply  to  successive  reclassifications,   changes,  consolidations,
mergers, combinations, sales and conveyances.

                           (c)   If  this  Section  8 applies  to  any  event or
occurrence, Section 5 shall not apply to such event or occurrence.

                           9.   TAX  ADJUSTMENTS.  The  Company  may  make  such
reductions in the Purchase  Price,  in addition to those required by Sections 4,
5, 6 and 7, as the Board of  Directors  considers  to be  advisable  to avoid or
diminish any income tax to holders of Common Stock or rights to purchase  Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

                           10.   MINIMUM ADJUSTMENT. (a) No  adjustment  in  the
Purchase  Price  (and no  related  adjustment  in the number of shares of Common
Stock which may  thereafter be purchased upon exercise of this Warrant) shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least 1% in the Purchase Price; provided, however, that any adjustments which by
reason of this Section 10 are not  required to be made shall be carried  forward
and taken into account in any subsequent adjustment. All such calculations under
this Warrant  shall be made by the Company and shall be made to the nearest cent
or to the nearest one hundredth of a share, as the case may be.

                           (b)    No adjustment need be made for a change in the
par value of the  Common  Stock or from par value to no par value or from no par
value to par value.

                           11.   NOTICE  OF  ADJUSTMENTS.  Whenever the Purchase
Price is adjusted as herein  provided,  the Company  shall  promptly,  but in no
event  later  than five  Trading  Days  thereafter,  give a notice to the Holder
setting forth the Purchase  Price and number of shares of Common Stock which may
be purchased  upon  exercise of this Warrant after such  adjustment  and setting
forth a brief  statement of the facts  requiring such  adjustment but which such
statement shall not include any information  which would be material  non-public
information  for purposes of the 1934 Act.  Failure to deliver such notice shall
not affect the legality or validity of any such adjustment.

                           12.  FURTHER ASSURANCES.  The Company will  take  all
action  that may be  necessary  or  appropriate  in order that the  Company  may
validly and legally  issue fully paid and  nonassessable  shares of stock,  free
from all taxes,  liens and charges  with  respect to the issue  thereof,  on the
exercise of all or any portion of this Warrant from time to time outstanding.


<PAGE>


                           13.   NOTICE TO HOLDER PRIOR  TO  CERTAIN ACTIONS. In
case on or after the Issuance Date:

                           (a)   the Company shall  declare  a dividend  (or any
other  distribution)  on its Common  Stock  (other  than in cash out of retained
earnings); or

                           (b)  the Company shall authorize the granting to  the
holders of its Common Stock of rights or warrants to  subscribe  for or purchase
any share of any class or any other rights or warrants; or

                           (c)   the  Board  of  Directors  shall  authorize any
reclassification of the Common Stock (other than a subdivision or combination of
its outstanding  Common Stock, or a change in par value, or from par value to no
par value, or from no par value to par value), or any consolidation or merger or
other business  combination  transaction to which the Company is a party and for
which approval of any  stockholders  of the Company is required,  or the sale or
transfer of all or substantially all of the assets of the Company; or

                           (d)   there shall be pending the  voluntary or
involuntary  dissolution,  liquidation or winding-up of the Company;

the Company  shall give the Holder,  as promptly as possible but in any event at
least ten Trading Days prior to the applicable  date  hereinafter  specified,  a
notice  stating (x) the date on which a record is to be taken for the purpose of
such dividend,  distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend,  distribution or rights are to be determined,  or (y) the date
on  which  such   reclassification,   consolidation,   merger,   other  business
combination transaction, sale, transfer, dissolution,  liquidation or winding-up
is  expected  to  become  effective  or  occur,  and the  date as of which it is
expected  that  holders  of Common  Stock of record  who  shall be  entitled  to
exchange their Common Stock for securities or other  property  deliverable  upon
such  reclassification,   consolidation,   merger,  other  business  combination
transaction,  sale,  transfer,  dissolution,  liquidation or winding-up shall be
determined.  Such  notice  shall not  include  any  information  which  would be
material  non-public  information for purposes of the 1934 Act.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend,  distribution,  reclassification,  consolidation,  merger,  sale,
transfer, dissolution, liquidation or winding-up. In the case of any such action
of which the Company gives such notice to the Holder or is required to give such
notice to the Holder,  the Holder shall be entitled to give a subscription  form
to  exercise  this  Warrant  in  whole  or in  part  that is  contingent  on the
completion of such action.

                           14.  RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE
OF WARRANTS. The Company will at all times reserve and keep available out of its
authorized  but  unissued  shares of  capital  stock,  solely for  issuance  and
delivery  on the  exercise of this  Warrant,  a  sufficient  number of shares of
Common Stock (or Other  Securities)  to effect the full exercise of this Warrant


<PAGE>

and the exercise,  conversion or exchange of all other Common Stock  Equivalents
from  time to time  outstanding  (or Other  Securities),  and if at any time the
number of authorized but unissued  shares of Common Stock (or Other  Securities)
shall not be sufficient  to effect such  exercise,  conversion or exchange,  the
Company  shall take such action as may be necessary  to increase its  authorized
but  unissued  shares of Common  Stock (or Other  Securities)  to such number as
shall be sufficient for such purposes.

                           15. TRANSFER OF WARRANT.  This Warrant shall inure to
the benefit of the  successors to and assigns of the Holder.  The Holder may not
assign or transfer this Warrant to a Person who is a business  competitor of the
Company  without the  Company's  prior  written  consent,  which the Company may
withhold in its sole discretion. This Warrant and all rights hereunder, in whole
or in part, are  registrable at the office or agency of the Company  referred to
below by the Holder in Person or by his duly authorized attorney, upon surrender
of this Warrant properly endorsed  accompanied by an assignment form in the form
attached  to this  Warrant,  or  other  customary  form,  duly  executed  by the
transferring Holder.

                           16. REGISTER OF WARRANTS. The Company shall maintain,
at the principal office of the Company (or such other office as it may designate
by notice to the Holder),  a register in which the Company shall record the name
and address of the Person in whose name this Warrant has been issued, as well as
the name and  address of each  successor  and prior owner of such  Warrant.  The
Company  shall be entitled to treat the Person in whose name this  Warrant is so
registered as the sole and absolute owner of this Warrant for all purposes.

                           17.  EXCHANGE  OF  WARRANT.  This  Warrant  is
exchangeable, upon the surrender hereof by the Holder at the office or agency of
the  Company  referred  to in Section  15, for one or more new  Warrants of like
tenor  representing in the aggregate the right to subscribe for and purchase the
number of  shares of Common  Stock  which may be  subscribed  for and  purchased
hereunder, each of such new Warrants to represent the right to subscribe for and
purchase  such number of shares as shall be designated by the Holder at the time
of such surrender.

                           18. REPLACEMENT OF WARRANT. On receipt by the Company
of evidence  reasonably  satisfactory  to it of the  ownership  of and the loss,
theft,  destruction  or  mutilation of this Warrant and (a) in the case of loss,
theft or destruction,  of indemnity from the Holder  reasonably  satisfactory in
form to the  Company  (and  without  the  requirement  to post any bond or other
security), or (b) in the case of mutilation,  upon surrender and cancellation of
this  Warrant,  the Company will execute and deliver to the Holder a new Warrant
of like tenor without charge to the Holder.

                           19. WARRANT AGENT. The Company may  by written notice
to the Holder,  appoint the transfer agent and registrar for the Common Stock as
the  Company's  agent  for  the  purpose  of  issuing  Common  Stock  (or  Other
Securities)  on the  exercise  of this  Warrant  pursuant  to Section 2, and the
Company may, by written notice to the Holder,  appoint an agent having an office


<PAGE>

in the United  States of America  for the  purpose of  exchanging  this  Warrant
pursuant to Section 17, and  replacing  this Warrant  pursuant to Section 18, or
any of the foregoing,  and thereafter any such exchange or  replacement,  as the
case may be, shall be made at such office by such agent.

                           20.  REMEDIES.  The Company  stipulates  that  the
remedies at law of the Holder in the event of any default or threatened  default
by the Company in the performance of or compliance with any of the terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

                           21.   NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This
Warrant  shall not entitle the Holder to any voting  rights or other rights as a
stockholder of the Company. Nothing contained in this Warrant shall be construed
as  conferring  upon the  Holder  the right to vote or to  consent or to receive
notice as a  stockholder  of the Company on any  matters or with  respect to any
rights  whatsoever  as a  stockholder  of the Company.  No dividends or interest
shall  be  payable  or  accrued  in  respect  of this  Warrant  or the  interest
represented  hereby  or the  Common  Stock  (or  Other  Securities)  purchasable
hereunder  until,  and only to the extent  that,  this  Warrant  shall have been
exercised in accordance with its terms.

                          22. NOTICES, ETC. All notices and other communications
from the Company to the Holder shall be in writing and delivered personally,  by
confirmed  facsimile,  by a nationally  recognized  overnight courier service or
mailed  by first  class  certified  mail,  postage  prepaid,  at such  facsimile
telephone number or address as may have been furnished to the Company in writing
by the Holder or at such facsimile telephone number or the address shown for the
Holder on the register of Warrants referred to in Section 16.

                           23. TRANSFER RESTRICTIONS.  This Warrant has not been
and is not being  registered  under the  provisions of the 1933 Act or any state
securities laws and this Warrant may not be transferred  prior to the end of the
holding  period  applicable  to sales  hereof  under Rule 144(k)  unless (1) the
transferee  is an  "accredited  investor"  (as defined in Regulation D under the
1933 Act) or a QIB in a transfer that meets the  requirements  of Rule 144A, and
(2) the  Holder  shall have  delivered  to the  Company  an opinion of  counsel,
reasonably  satisfactory  in form,  scope and  substance to the Company,  to the
effect that this Warrant may be sold or transferred  without  registration under
the 1933 Act. Prior to any such transfer, such transferee shall have represented
in writing to the Company that such  transferee  has requested and received from
the Company all information  relating to the business,  properties,  operations,
condition  (financial  or other),  results of  operations  or  prospects  of the
Company deemed  relevant by such  transferee;  and that such transferee has been
afforded  the  opportunity  to ask  questions  of  the  Company  concerning  the
foregoing  and has had the  opportunity  to obtain and  review the  Registration
Statement and the prospectus related thereto, each as amended or supplemented to
the date of transfer to such transferee,  and the reports and other  information
concerning the Company which at the time of such transfer have been filed by the

<PAGE>

Company  with the SEC  pursuant  to the 1934 Act and which are  incorporated  by
reference in such  prospectus as of the date of such transfer.  If such transfer
is  intended  to assign the rights and  obligations  of the Holder the  Purchase
Agreement and the Registration  Rights Agreement,  such transfer shall otherwise
be made in compliance with the applicable  provisions of the Purchase  Agreement
and the Registration Rights Agreement.

                           24.  RULE 144A  INFORMATION  REQUIREMENT.  Within the
period prior to the expiration of the holding period  applicable to sales hereof
under Rule 144(k) under the 1933 Act (or any successor  provision),  the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the 1934 Act, make  available to the Holder and the
holder of any shares of Common Stock issued upon  exercise of this Warrant which
continue to be Restricted Securities in connection with any sale thereof and any
prospective  purchaser of this Warrant from the Holder, the information required
pursuant  to Rule  144A(d)(4)  under the 1933 Act upon the request of the Holder
and it will take such further action as the Holder may reasonably  request,  all
to the  extent  required  from  time to time to enable  the  Holder to sell this
Warrant  without  registration  under the 1933 Act within the  limitation of the
exemption  provided by Rule 144A, as Rule 144A may be amended from time to time.
Upon the request of the Holder, the Company will deliver to the Holder a written
statement as to whether it has complied with such requirements.

                           25.  LEGEND.  The  provisions  of Section 6.12 of the
Purchase Agreement and the related definitions of capitalized terms used therein
and defined in the Purchase Agreement are by this reference  incorporated herein
as if set forth in full at this place.

                           26.  AMENDMENT;  WAIVER.  This Warrant  and any terms
hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which  enforcement  of such change,  waiver,
discharge or termination is sought.

                           27.  MISCELLANEOUS.  This  Warrant shall be construed
and enforced in  accordance  with and governed by the internal laws of the State
of Nevada.  The Company  hereby agrees that all actions or  proceedings  arising
directly  or  indirectly  from or in  connection  with  this  Warrant  shall  be
litigated only in the United States District Court for the Northern  District of
Texas located in Dallas County,  Dallas, Texas. The Company 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  Company  at its  address  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


<PAGE>

any litigation pursuant to this Warrant.  The headings,  captions and footers in
this  Warrant  are for  purposes  of  reference  only,  and  shall  not limit or
otherwise affect any of the terms hereof. The invalidity or  unenforceability of
any provision  hereof shall in no way affect the validity or  enforceability  of
any other provision.

                           28.  ATTORNEYS' FEES.  In any litigation, arbitration
or court  proceeding  between  the  Company  and  Holder  relating  hereto,  the
prevailing party shall be entitled to attorneys' fees and expenses and all costs
of proceedings incurred in enforcing this Warrant.


                            [Signature Page Follows]














<PAGE>


                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed on its behalf by one of its officers thereunto duly authorized.


Dated:  December 22, 2003  KNIGHTSBRIDGE FINE WINES, INC.



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