STOCK PLEDGE AGREEMENT


         STOCK  PLEDGE  AGREEMENT  dated as of September  24, 2004,  made by and
between Joel Shapiro (the  "Pledgor"),  Gryphon Master Fund,  L.P. (the "Secured
Party"),  and Warren W. Garden,  P.C.  (the  "Agent"),  as agent for the Secured
Party.

         PRELIMINARY STATEMENTS:

         I. The Pledgor owns  3,000,000  shares of the common  stock,  $.001 par
value (the "Pledged  Securities"),  of Knightsbridge  Fine Wines, Inc., a Nevada
corporation ("Knightsbridge").

         II. It is a condition  precedent  to the  Secured  Party  closing  that
certain Debt  Restructuring  Agreement  dated September 24, 2004, by and between
Knightsbridge  and the Secured Party (the "Debt  Restructuring  Agreement") that
the Pledgor shall have entered into this Agreement.

         III.  Contemporaneously  with  the  execution  of this  Agreement,  the
parties hereto shall also execute an Escrow Agreement.

         NOW  THEREFORE,   in  consideration  of  the  mutual   representations,
warranties,  covenants and agreements  contained in this Agreement,  the parties
agree as follows:

         SECTION A. Pledge.  The Pledgor hereby pledges to the Agent,  and grant
to the Agent a security interest in, the following (the "Pledged Collateral"):

                 1. the Pledged Securities and the certificates representing the
Pledged Securities, and all dividends, cash, instruments and other property from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of the Pledged Securities; and

                 2.  all  proceeds  of any  and  all of  the  foregoing  Pledged
Collateral (including, without limitation,  proceeds that constitute property of
the types described above).

         SECTION B. Security for Obligations. This Agreement secures the payment
of all  obligations of  Knightsbridge  now or hereafter  existing under the Debt
Restructuring Agreement and the Promissory Note dated September 24, 2004, issued
by Knightsbridge to the Secured Party (the "Promissory Note").

         SECTION  C.  Delivery  of  Pledged  Collateral.   All  certificates  or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and  held by or on  behalf  of the  Agent  pursuant  hereto  and  shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed
instruments  of  transfer  or  assignment  in blank,  all in form and  substance
satisfactory to the Agent. Upon the occurrence and during the continuation of an
Event of Default (as defined in the Promissory  Note),  the Agent shall have the
duty,  at any time at the  direction  of the Secured  Party to transfer to or to
register in the name of the Agent or any of its nominees,  or in the name of the
Secured Party any or all of the Pledged  Collateral as provided herein,  subject



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only to the revocable rights  specified in Section F(a). In addition,  the Agent
shall have the right at any such time to exchange  certificates  or  instruments
representing or evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations.

         SECTION D.  Representations and Warranties.  The Pledgor represents and
warrants as follows:

                  1. The Pledgor is the owner of the Pledged Collateral free and
clear of any lien,  security  interest,  option or other  charge or  encumbrance
except for the security interest created by this Agreement.

                  2. The  pledge  of the  Pledged  Collateral  pursuant  to this
Agreement  creates a valid and perfected first priority security interest in the
Pledged  Collateral,   securing  Knightsbridge's   performance  under  the  Debt
Restructuring Agreement and its payment of the Promissory Note.

         SECTION E. Further Assurances.  The Pledgor agrees that at any time and
from time to time the  Pledgor  will  promptly  execute  and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable,  or that the Agent may  reasonably  request,  in order to perfect and
protect any security  interest  granted or purported to be granted  hereby or to
enable the Agent to exercise and enforce its rights and remedies  hereunder with
respect to any Pledged  Collateral.  Such acts by Pledgor  shall be at Pledgor's
expense until such time as the Promissory  Note has been paid in full and at the
Secured Party's  expense once the Promissory Note has been paid in full,  except
for those expenses that accrued prior to such payment in full.

         SECTION F.  Voting  Rights;  Dividends;  Etc. 1. So long as no Event of
Default shall have occurred and be continuing;

                  (a) The Pledgor  shall be entitled to exercise or refrain from
                  exercising  any and all  voting  and other  consensual  rights
                  pertaining  to the Pledged  Collateral or any part thereof for
                  any purpose not inconsistent with the terms of this Agreement.

                  (b) The  Pledgor  shall be  entitled to receive and retain any
                  and all  dividends  and  distributions  paid in respect of the
                  Pledged Collateral,  provided,  however,  that any and all (i)
                  dividends  paid or payable  other than in cash in respect  of,
                  and  instruments  and other property  received,  receivable or
                  otherwise  distributed  in  respect  of, or in  exchange  for,
                  Pledged Collateral, and (ii) dividends and other distributions
                  paid or payable in cash in respect of any  Pledged  Collateral
                  in  connection   with  a  partial  or  total   liquidation  or
                  dissolution of Knightsbridge, shall be, and shall be forthwith
                  delivered  to the  Agent to hold as,  Pledged  Collateral  and
                  shall,  if received by the  Pledgor,  be received in trust for
                  the  benefit  of the  Agent,  be  segregated  from  the  other
                  property or funds of the Pledgor,  and be forthwith  delivered
                  to the  Agent as  Pledged  Collateral  in the same  form as so
                  received (with any necessary endorsement or assignment).

                  (c) The  Agent  shall  execute  and  deliver  (or  cause to be
                  executed and delivered) to the Pledgor upon demand and without
                  undue  delay all such  proxies  and other  instruments  as the
                  Pledgor may reasonably request for the purpose of enabling the



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                  Pledgor to exercise  the voting and other  rights  which he is
                  entitled to exercise  pursuant to  paragraph  (a) above and to
                  receive the dividends and distributions which he is authorized
                  to receive and retain pursuant to paragraph (b) above.

                  2. Upon the occurrence and during the  continuance of an Event
                  of Default or an event which, with the giving of notice or the
                  lapse of time, or both, would become an Event of Default:

                  (a) All rights of the  Pledgor  to  exercise  or refrain  from
                  exercising  the voting and other  consensual  rights  which he
                  would  otherwise  be entitled to exercise  pursuant to Section
                  F(1)(a) and to receive the dividends and  distributions  which
                  he  would  otherwise  be  authorized  to  receive  and  retain
                  pursuant to Section  F(1)(b) shall cease,  and all such rights
                  shall thereupon become vested in the Agent who shall thereupon
                  have the sole right to  exercise  or refrain  from  exercising
                  such voting and other  consensual  rights at the  direction of
                  the  Secured   Party  and  to  receive  and  hold  as  Pledged
                  Collateral such dividends and distributions.

                  (b) All dividends or  distributions  which are received by the
                  Pledgor  contrary to the  provisions  of paragraph (a) of this
                  Section F(2) shall be received in trust for the benefit of the
                  Agent, shall be segregated from other funds of the Pledgor and
                  shall  be  forthwith   paid  over  to  the  Agent  as  Pledged
                  Collateral in the same form as so received (with any necessary
                  endorsement).

         SECTION G.  Transfers and Other Liens.  The Pledgor agrees that he will
not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of,
or grant any option  with  respect to, any of the  Pledged  Collateral,  or (ii)
create or permit to exist any lien, security interest, option or other charge or
encumbrance  upon or with respect to any of the Pledged  Collateral,  except for
the security interest under this Agreement.

         SECTION  H.  Agent  Appointed  Attorney-in-Fact.   The  Pledgor  hereby
appoints the Agent the Pledgor's  attorney-in-fact,  with full  authority in the
place and stead of the Pledgor and in the name of the Pledgor or otherwise, from
time to time in the  Agent's  discretion  to take any action and to execute  any
instrument  which the Agent may deem  necessary or advisable to  accomplish  the
purposes of this  Agreement  (subject to the rights of the Pledgor under Section
F),  including,   without  limitation,  to  receive,  endorse  and  collect  all
instruments   made  payable  to  the  Pledgor   representing   any  dividend  or
distribution or any part thereof and to give full discharge for the same.

         SECTION I.  Agent May  Perform.  If the  Pledgor  fails to perform  any
agreement  contained herein, the Agent may itself perform,  or cause performance
of,  such  agreement,  and the  expenses  of the Agent  incurred  in  connection
therewith shall be payable by the Pledgor under Section L.

         SECTION J. The Agent's  Duties.  1. The powers  conferred  on the Agent
hereunder  are solely to protect  the  Secured  Party's  interest in the Pledged
Collateral  and shall not impose any duty upon it to exercise  any such  powers,
except upon the direction of the Secured  Party.  Except for the safe custody of
any Pledged  Collateral in its possession and the accounting for moneys actually
received  by it  hereunder,  the  Agent  shall  have no  duty as to any  Pledged
Collateral,  as  to  ascertaining  or  taking  action  with  respect  to  calls,
conversions,  exchanges,  maturities,  tenders or other matters  relative to any


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Pledged Collateral,  whether or not the Agent has or is deemed to have knowledge
of such matters,  or as to the taking of any necessary  steps to preserve rights
against any parties or any other rights  pertaining  to any Pledged  Collateral.
The Agent shall be deemed to have exercised  reasonable  care in the custody and
preservation  of any  Pledged  Collateral  in its  possession  if  such  Pledged
Collateral  is accorded  treatment  substantially  equal to that which the Agent
accords its own property.



<PAGE>


                  2. The  Pledgor  and the  Secured  Party  hereby,  jointly and
severally,  agree to  indemnify  and  defend  the  Agent  and to hold the  Agent
harmless  from any loss,  liability  or expense  incurred  by the Agent  without
willful malfeasance or nonfeasance or bad faith on its part arising out of or in
connection  with the  acceptance  or  administration  by the Agent of its duties
hereunder,  including,  but not  limited  to,  the  reasonable  fees,  costs and
expenses of defending itself against claims of liability hereunder.  Anything in
the foregoing to the contrary notwithstanding, in the event of a dispute between
the  parties or between  either or both of the  parties  and the agent or in the
event of the agent's resignation if no successor agent has been appointed within
30  days  following  written  notice  to  the  parties  by  the  Agent  of  such
resignation,  at the sole  discretion  of the  Agent,  the Agent may at any time
deposit  any or all of the  Pledged  Collateral  with a federal  or state  court
located in Dallas County,  Texas selected by the Agent and in such event (x) all
liability  and  responsibility  of the Agent shall  terminate  upon such deposit
having  been made,  and (y) after  such  deposit  is made,  and  absent  willful
malfeasance or nonfeasance or bad faith on the part of the Agent,  the Agent may
represent  the  Secured  Party in  connection  with any  dispute  or  proceeding
relating  to  the  disposition  of  the  Pledged   Collateral.   Absent  willful
malfeasance or  nonfeasance  or bad faith on the part of the Agent,  the Secured
Party and the Pledgor hereby waive any actual or alleged conflict of interest by
reason of the Agent serving as Agent  hereunder or in  connection  with any such
representation.  Any breach or violation  of the terms of this  Agreement by any
party,  including the provisions and restrictions of this Section J, in addition
to giving  rise to monetary  damages,  may be  enjoined.  The Agent shall not be
bound in any way by any agreement or contract  between the Secured Party and the
Pledgor whether or not it has knowledge thereof, and the Agent's only duties and
responsibilities  hereunder shall be to hold the Pledged Collateral as Agent and
to  dispose  of the  Pledged  Collateral  in  accordance  with the terms of this
Agreement.  The Agent may act upon any instruments or other writings believed by
the Agent in good  faith to be  genuine  and to be signed  or  presented  by the
proper persons. The Agent shall not be liable for any error in judgment,  law or
fact  or for any  act  done  or  omitted  to be  done  in  connection  with  the
performance  of its duties  under  this  Agreement,  except for its own  willful
malfeasance or nonfeasance or bad faith.  The Agent may consult with independent
counsel  and a  written  opinion  of such  counsel  shall be full  and  complete
authorization  and  protection  in respect of any action taken or omitted by the
Agent hereunder in good faith and in reliance upon such opinion.

         SECTION K. Remedies upon Default.  Subject to the provisions of Section
F, if any Event of Default shall have occurred and be continuing:

                  1. The Agent  may,  as  directed  by the  Secured  Party,  (i)
transfer the Pledged Collateral to the Secured Party in full satisfaction of the
Pledgor's obligations pursuant to this Agreement, or (ii) exercise in respect of
the Pledged  Collateral,  in addition to other rights and remedies  provided for
herein or otherwise  available to it, all the rights and remedies of the Secured
Party on default  under the  Uniform  Commercial  Code in effect in the State of
Texas at the time (the  "Code")  (whether or not the Code applies to the Pledged
Collateral),  and may also,  without notice except as specified below,  sell the



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Pledged  Collateral  or any part  thereof  in one or more  parcels  at public or
private sale, at any exchange,  broker's  board or at any office of the Agent or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as the Agent may deem commercially reasonable, as directed by the Secured Party.
The Pledgor  agrees that, to the extent notice of sale shall be required by law,
at least ten days'  notice to the  Pledgor  of the time and place of any  public
sale or the time after  which any  private  sale is to be made shall  constitute
reasonable  notification.  The Agent shall not be  obligated to make any sale of
Pledged Collateral regardless of notice of sale having been given. The Agent may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor,  and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

                  2. Any cash held by the Agent as  Pledged  Collateral  and all
cash proceeds  received by the Agent in respect of any sale of, collection from,
or other realization upon all or any part of the Pledged  Collateral may, in the
discretion of the Agent,  be held by the Agent as collateral for, and/or then or
at any time  thereafter be applied (after payment of any amounts  payable to the
Agent  pursuant  to Section  L) in whole or in part by the Agent to satisfy  the
obligations of Knightsbridge and the Pledgor pursuant to the Debt  Restructuring
Agreement and the Promissory Note, as the Agent shall be directed by the Secured
Party. Any surplus of such cash or cash proceeds held by the Agent and remaining
after satisfaction in full of such obligations shall be paid over to the Pledgor
or to whomsoever may be lawfully entitled to receive such surplus.

         SECTION L. Expenses.  Prior to payment in full of the Promissory  Note,
the  Pledgor  will  upon  demand  pay to the  Agent  the  amount  of any and all
reasonable  expenses,  including the reasonable fees and expenses of its counsel
and of any experts and agents,  which the Agent may incur in connection with (i)
the  custody  or  preservation  of, or the sale of,  collection  from,  or other
realization  upon,  any  of  the  Pledged  Collateral,   (ii)  the  exercise  or
enforcement of any of the rights of the Agent  hereunder or (iii) the failure by
the Pledgor to perform or observe any of the  provisions  hereof.  Subsequent to
the  payment  in full  of the  Promissory  Note,  the  Secured  Party  shall  be
responsible for all reasonable  expenses of the Agent,  except for such expenses
that accrued prior to the payment in full of the Promissory Note.

         SECTION M.  Amendments,  Etc. This  Agreement may be altered or amended
only with the written consent of all of the parties hereto.

         SECTION  N.  Addresses  for  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 Secured Party:

                           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




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<PAGE>

                           To Agent:

                           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 Pledgor:

                           Joel Shapiro c/o
                           Knightsbridge Fine Wines, Inc.
                           One Kirkland Ranch Road
                           Napa, California  94558
                           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

         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.


         SECTION O. Continuing Security Interest.

                  1. This Agreement shall create a continuing  security interest
in the Pledged  Collateral  and shall (i) remain in full force and effect  until
the exercise and payment in full of the  Promissory  Note and all other  amounts
payable under this Agreement,  (ii) be binding upon the Pledgor,  his successors
and  assigns,  and (iii)  inure to the benefit  of, and be  enforceable  by, the
Agent,  the  Secured  Party and their  respective  successors,  transferees  and
assigns.

                  2. Upon the payment in full of the  obligations  and all other
amounts payable under this Agreement, the security interest granted hereby shall
terminate and all rights to the Pledged  Collateral shall revert to the Pledgor.
Upon any such termination,  the Agent will, at the Pledgor's expense,  return to
the  Pledgor  such of the  Pledged  Collateral  as shall  not have  been sold or



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otherwise  applied  pursuant to the terms  hereof and execute and deliver to the
Pledgor such documents as the Pledgor shall reasonably  request to evidence such
termination.

         SECTION P. 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 N 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. Pledgor hereby
waives any right to a jury trial in connection  with any litigation  pursuant to
this Agreement.

         SECTION Q. This Agreement may be executed in counterparts,  each one of
which  will  constitute  an  original  and  all of  which  taken  together  will
constitute one document.  This Agreement may be executed by delivery of a signed
signature  page by fax to the other  parties  hereto and such fax  execution and
delivery will be valid in all respects.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]









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                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the date first above written.

EXECUTED:

Pledgor:


-----------------------------------------
Joel Shapiro


Secured Party:

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


Agent:

Warren W. Garden, P.C.


By:
   -----------------------------------------------------------
         Warren W. Garden, President