DEBT RESTRUCTURING AGREEMENT
                          ----------------------------


              This  Debt  Restructuring  Agreement  ("Agreement")  is  made  and
entered into this 24th day of September,  2004 (the  "Effective  Date"),  by and
among  Knightsbridge Fine Wines, Inc.  (hereinafter  referred to as "Borrower"),
and Gryphon Master Fund, L.P. (hereinafter referred to as "Lender").

              WHEREAS, Borrower has requested Lender to cancel certain penalties
due to Lender and to freeze  remaining  penalties which may come due pursuant to
the terms of that certain  registration rights agreement,  dated April 21, 2004,
between Borrower and Lender (the "Registration Rights Agreement");

              WHEREAS,  Borrower has requested  Lender cancel  certain  interest
payments  currently  due and which will become due pursuant to the terms of that
certain 7.5% Senior Secured  Convertible Note Due 2006, dated April 21, 2004, in
the original  principal amount of $5,500,000,  issued by Borrower to Lender (the
"Original Note"); and

              WHEREAS,  Lender has agreed to cancel  certain  penalties  due and
freeze future  penalties  pursuant to the  Registration  Rights Agreement and to
cancel certain  interest  payments which are currently due and certain  interest
payments which shall become due in the future  pursuant to the Original Note, as
more  specifically set forth herein,  in consideration for the issuance of a new
promissory note in the amount of seven hundred thousand dollars ($700,000) to be
issued by Borrower to Lender.

              NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

1.  CANCELLATION OF AMOUNTS DUE AND TERMS OF PAYMENT
    ------------------------------------------------

      1.1   Cancellation  of Amounts  Currently  Due.  Lender  hereby  agrees to
            cancel  (i)  those  penalties  which  are  currently  due  under the
            Registration  Rights  Agreement;  (ii) one certain  interest payment
            which is  currently  due  under  the  Original  Note;  and (iii) one
            certain  future  interest  payment  which  will be due in the future
            pursuant to the terms of the Original Note. The specific  amounts to
            be cancelled  pursuant to items  (i)-(iii) of this paragraph 1.1 are
            set forth in Exhibit A attached  hereto and  incorporated  herein by
            reference.

      1.2   Freeze on Future Penalties.  As of the Effective Date, Lender hereby
            agrees to freeze any future  penalties  due pursuant to the terms of
            the Registration Rights Agreement.

      1.3   Note and Payment.  In consideration  for the above stated actions by
            Lender,  Borrower  will issue and  deliver to Lender the  promissory
            note in the  amount of seven  hundred  thousand  dollars  ($700,000)
            substantially  in the form  attached  hereto as  Exhibit B (the "New
            Note").  Borrower agrees to pay to Lender the principal and interest



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            due in respect to the New Note according to the terms thereof, which
            terms are incorporated herein in their entirety.

      1.4   Security and  Reinstatement of Penalties and Interest.  The New Note
            shall be secured by 3,000,000 shares of common stock of the Borrower
            owned by Joel Shapiro (the  "Collateral").  The Collateral  shall be
            held  pursuant to the Stock  Pledge and Escrow  Agreements  attached
            hereto as Exhibit C and Exhibit D, respectively.  Should an Event of
            Default (as defined in the New Note) occur,  which the Borrower does
            not cure  following  notice in accordance  with the terms of the New
            Note,  then the Lender  shall have the right to  immediately  demand
            that the Collateral be released to Lender and shall also be entitled
            to  reinstate  any  interest or  penalties  previously  cancelled or
            frozen  pursuant  to the terms of this  Agreement  less any  amounts
            actually paid by the Borrower under the New Note.

      1.5   Term of Agreement.  This Agreement shall have a term beginning as of
            the Effective  Date and ending on the date that the New Note is paid
            in full and Borrower has complied  with its  obligations  under this
            Agreement and the New Note.


2.  CONDITIONS PRECEDENT TO DEBT RESTRUCTURING
    ------------------------------------------

      2.1   Conditions to the Debt Restructuring.  The restructuring of the debt
            by Lender shall be subject to the following  conditions set forth in
            this Section.

            A.    The New Note shall have been duly  executed  and  delivered by
                  Borrower to Lender.

            B.    The  representations  and warranties of Borrower  contained in
                  this  Agreement  and the New Note shall be true and correct in
                  all material respects.

            C.    Joel  Shapiro  shall have  entered  into the Stock  Pledge and
                  Escrow Agreements  attached hereto as Exhibit C and Exhibit D,
                  respectively.

            D.    Borrower  shall  have  executed  and  delivered  to Lender the
                  Notice of  Conversion  Price  Adjustment  in the form attached
                  hereto as Exhibit E.

            E.    Borrower  shall  have  executed  and  delivered  to Lender the
                  Irrevocable  Escrow Agent  Instructions  in the form  attached
                  hereto as Exhibit F.

3.  REPRESENTATIONS, WARRANTIES AND COVENANTS
    -----------------------------------------

                  Borrower represents and warrants that:





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      3.1   Transaction is Legal and Authorized. This Agreement and the New Note
            executed by Borrower,  and  compliance  by Borrower  with all of the
            provisions  of  this  Agreement  are  valid,   legal,   binding  and
            enforceable  in  accordance  with their terms and will not  conflict
            with or result in any breach of any of the  provisions of Borrower's
            articles  of  incorporation,  bylaws  or  the  terms  of  any  other
            agreement to which Borrower is subject.

      3.2   No Consents  Required.  The execution,  delivery and  performance of
            this  Agreement by Borrower does not require the consent or approval
            of any  governmental  body,  agency,  authority  or other  person or
            entity.

4.  COVENANTS

      4.1   Assignment. Borrower shall not assign or transfer any of its rights,
            duties or  obligations  under the New Note without the prior written
            consent of Lender.

      4.2   Further  Assurances.  Borrower  shall from time to time  execute and
            deliver, or cause to be executed and delivered, to Lender such other
            documents and shall take, or cause to be taken, such other action as
            may be  reasonably  requested  by  Lender in order to  implement  or
            effectuate  the  provisions  of, or more  fully  perfect  the rights
            granted or intended to be granted to Lender pursuant to the terms of
            this  Agreement,  the New Note or any other  agreement  executed and
            delivered to Lender by Borrower.

      4.3   Continuing  Covenants.   At  all  times  during  the  term  of  this
            Agreement,  Borrower  shall  adhere  to and  comply  with all of the
            covenants and agreements set forth in this Section 4.

5.  INFORMATION AS TO BORROWER
------------------------------

      5.1   Notice of Default or Event of  Default.  Immediately  upon  becoming
            aware of the existence of any  condition or event which  constitutes
            an Event of Default  (as  defined in the New Note),  Borrower  shall
            submit to Lender a written notice specifying the nature of the Event
            of Default  and what  action  Borrower is taking or proposes to take
            with respect thereto.

      5.2   Requested Information.  With reasonable  promptness,  Borrower shall
            submit to Lender such other  information  as, from time to time, may
            be reasonably requested by Lender.

6.  GENERAL
    -------

      6.1   Parties,  Successors and Assigns.  This  Agreement  shall be binding
            upon  Borrower,  its successors and assigns and inure to the benefit
            of the successors and assigns of Lender.




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<PAGE>


      6.2   Notices.  All notices  (including other  communications  required or
            permitted)  under  this  Agreement  must be in  writing  and must be
            delivered  (a) in  person,  (b) by  registered  or  certified  mail,
            postage  prepaid,  return  receipt  requested,  (c)  by a  generally
            recognized  courier  or  messenger  service  that  provides  written
            acknowledgement of receipt by the addressee,  or (d) by facsimile or
            other  generally  accepted means of electronic  transmission  with a
            verification of delivery. Notices are deemed delivered when actually
            delivered to the address for notices as follows:

                           To Lender:

                           Gryphon Master Fund, L.P.
                           100 Crescent Court, Suite 490
                           Dallas, Texas  75201
                           Attn:  Ryan R. Wolters
                           Telephone:  (214) 871-6783
                           Facsimile:  (214) 871-6711

                           With a copy to:

                           Warren W. Garden, P.C.
                           100 Crescent Court
                           Suite 490
                           Dallas, Texas  75201
                           Attn:  Warren W. Garden, Esq.
                           Telephone:  (214) 871-6710
                           Facsimile:  (214) 871-6711

                           To Borrower:

                           Knightsbridge Fine Wines, Inc.
                           One Kirkland Ranch Road
                           Napa, California  94558
                           Attn:    Joel Shapiro
                           Telephone:  (707) 254-9100
                           Facsimile:  707-254-7258

                           With a copy to:

                           Law Offices of Louis E. Taubman, PC
                           225 Broadway, Suite 1200
                           New York, New York 10007
                           Attn: Louis E. Taubman, Esq.
                           Telephone:   (212) 732-7184
                           Facsimile:   (212) 202-6380




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            Any party may by  written  notice as set  forth  herein  change  the
            address  or   telephone/fax   numbers  to  which  notices  or  other
            communications to it are to be delivered or mailed.

      6.3   Entire   Agreement;   Amendments.   This  Agreement  and  all  other
            agreements  referred to herein or delivered in  connection  herewith
            shall constitute the entire  agreement  between the parties relating
            to the subject matter hereof,  shall supersede all prior agreements,
            commitment  letters,  and understandings  between the parties hereto
            relating to the subject  matter  hereof,  and shall not be modified,
            amended or  terminated,  nor shall any  provision  hereof be waived,
            except in a writing signed by all parties affected.  Notwithstanding
            the foregoing,  the  Registration  Rights Agreement and the Original
            Note shall only be  modified  to the extent  specifically  set forth
            herein  and  shall  otherwise  remain in full  force  and  effect in
            accordance with their existing terms.

      6.4   Governing  Law;  Jurisdiction  and Venue.  This  Agreement  shall be
            governed by, and construed in accordance with, the laws of the State
            of Nevada  without  regard to  principles  of  conflicts of law. 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.
            The parties consent and submit to the  jurisdiction and venue of the
            foregoing  court and consent 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 with respect to any party hereto,  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 party being  served at its  address  provided in or
            pursuant to Section  6.2 above (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. Borrower hereby waives any right to a
            jury  trial in  connection  with  any  litigation  pursuant  to this
            Agreement.

      6.5   Survival.  All  representations  warranties  and  covenants  made by
            Borrower  under  this  Agreement  shall be  considered  to have been
            relied upon by Lender and shall  survive  the  delivery to Lender of
            the New Note.

      6.6   Counterparts.  This  Agreement  may  be  signed  in  any  number  of
            counterparts,  each of which shall be deemed an  original,  with the
            same  effect as if the  signatures  thereto and hereto were upon the
            same instrument.

      6.7   Counsel.  Each party to this Agreement  represents and warrants that
            it has received the advice and counsel of an attorney in  connection
            with the negotiation, preparation and execution of this Agreement.

                            [SIGNITURE PAGE FOLLOWS]



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           IN WITNESS WHEREOF the parties have executed this Agreement effective
as of the day and year first above written.


                                    BORROWER:

                                    KNIGHTSBRIDGE FINE WINES, INC.


                                    ---------------------------------
                                    Name:    Joel Shapiro
                                    Title:   Chief Executive Officer


                                    LENDER:

                                    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, L.L.C.,
                                         its General Partner


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





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                                    EXHIBIT A
                                    ---------

1.    All amounts currently  payable,  or that in the future may become payable,
as  liquidated  damages  under  Section  2(c)(i)  of  the  Registration   Rights
Agreement.

2.    The  interest  payment  that was due and  payable on July 1,  2004,  under
Section 2 of the Original Note.

3.    The interest  payment that will become due and payable on January 1, 2005,
under Section 2 of the Original Note.


















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                                    EXHIBIT B
                                    ---------

                                Form of New Note

























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                                    EXHIBIT C
                                    ---------

                         Form of Stock Pledge Agreement


















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                                    EXHIBIT D
                                    ---------

                            Form of Escrow Agreement




















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                                    EXHIBIT E
                                    ---------

                  Form of Notice of Conversion Price Adjustment



















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                                    EXHIBIT F
                                    ---------

                  Form of Irrevocable Escrow Agent Instructions





















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