PLEDGE AGREEMENT


                  PLEDGE  AGREEMENT  dated  as  of  September  30,  20034  (this
"Agreement"),  by and among Mr. Jake Shapiro, an individual (the "Pledgor"), and
each of Longview Fund, LP, Longview  Equity Fund, LP and Longview  International
Equity Fund, LP (collectively, the "Secured Parties").

                  Reference is made to (i) that certain Amendment Agreement (the
"Amendment Agreement"),  dated as of the date hereof, by and among Knightsbridge
Fine Wines, Inc.  ("Knightsbridge"),  the Secured Parties, and Mr. Jake Shapiro,
individually,  (ii) the Note Purchase  Agreement,  dated as of May 28, 2004 (the
"Note Purchase Agreement"),  by and among Knightsbridge and the Secured Parties,
(iii) that certain  Convertible  Promissory  Note No. PN-04-1 dated May 28, 2004
(the "First Note"),  in the original  principal  amount of $250,000 issued by in
favor of Longview Fund, LP, (iv) that certain  Convertible  Promissory  Note No.
PN-04-2 dated May 28, 2004 (the "Second Note"), in the original principal amount
of $200,000  issued by  Knightsbridge  in favor of Longview Equity Fund, LP, and
(v) that certain Convertible Promissory Note No. PN-04-3 dated May 28, 2004 (the
"Third  Note" and,  collectively  with the First Note and the Second  Note,  the
"Notes"), in the original principal amount of $50,000 issued by Knightsbridge in
favor of Longview  International  Equity Fund, LP. The Notes evidence loans made
by the Secured Parties to  Knightsbridge  in the principal  amount of the Notes.
This Agreement is the Pledge Agreement referred to in the Amendment Agreement.

                  In order to  induce  the  Secured  Parties  to enter  into the
Amendment Agreement with Knightsbridge,  the Pledgor, as Chief Executive Officer
and President of Knightsbridge, has agreed to pledge the Shares and the proceeds
of such Shares to the Secured  Parties to secure the  obligations of the Pledgor
under the Amendment Agreement, the Note Purchase Agreement, and the Notes.

                  NOW, THEREFORE,  in consideration of the premises, the Pledgor
hereby agrees with the Secured Parties as follows:

                  1.       Pledge and Security Interest.

                           (a)      The  Pledgor  hereby  pledges to the Secured
Parties and hereby grants to the Secured  Parties a first  priority lien on, and
security  interest  in, all his right,  title and  interest in and to the Shares
owned by the Pledgor and which are set forth on Schedule A attached  hereto (the
"Pledged Shares"),  and all proceeds of the Pledged Shares,  including,  without
limitation,  all cash, securities or other property distributed in respect of or
in  exchange  for any or all such  Pledged  Shares  (together  with the  Pledged
Shares,  the  "Pledged  Collateral"),  as security  for the prompt and  complete
payment  when due of all  amounts  payable  to the  Secured  Parties  under  the
Amendment Agreement,  the Note Purchase Agreement,  the Notes and this Agreement
(collectively, the "Obligations").

                           (b)      The  Pledgor  agrees to deliver  promptly or
cause to be delivered to the Secured Parties all Pledged Shares, and any and all
certificates or other  instruments or documents  representing any of the Pledged
Collateral  (together  with  any  necessary  endorsement).  All  Pledged  Shares
delivered to the Secured  Parties  shall be  accompanied  by undated stock power
duly  executed in blank or other  instruments  of transfer  satisfactory  to the
Secured  Parties  and by such other  instruments  and  documents  as the Secured
Parties may reasonably request.


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                           (c)      This   Agreement   constitutes   a  security
agreement  under  Article 9 of the Uniform  Commercial  Code as in effect in the
State of New York,  as the same may be  amended  from time to time (the  "UCC"),
with respect to the Pledged Collateral.

                  2.       Voting Rights; Attorney-in-Fact.  So long as no Event
of Default  (as such term is defined in the Notes)  shall have  occurred  and be
continuing,  the  Pledgor  shall be  entitled  to  exercise  all  voting  rights
pertaining to the Pledged Shares and to give consents, waivers and ratifications
in respect thereof.  After the occurrence and during the continuance of an Event
of Default,  the Secured  Parties shall have the exclusive right to vote any and
all of the Pledged Shares and to give  consents,  waivers and  ratifications  in
respect  thereof,  and the Pledgor  shall  deliver to the Secured  Parties  such
proxies or other documents and instruments as the Secured Parties may request to
further effectuate the foregoing. For these purposes, the Pledgor designates and
appoints the Secured  Parties as the Pledgor's  agent and  attorney-in-fact  for
purposes of executing such documents and  instruments as the Secured Parties may
consider  necessary or appropriate for purposes of implementing  this Agreement.
The foregoing  designation  and  appointment is irrevocable  and coupled with an
interest.

                  3.       Representations,  Warranties  and  Covenants  of  the
Pledgor. The Pledgor represents and warrants to the Secured Parties that:

                           (a)      the execution,  delivery and  performance of
the  Amendment  Agreement,  the Note  Purchase  Agreement,  the  Notes  and this
Agreement by the Pledgor do not violate or conflict  with any law  applicable to
the Pledgor,  any order or judgment of any court or other agency or governmental
authority  applicable  to the  Pledgor  or any of the  Pledgor's  assets  or any
contractual  restriction  binding  on or  affecting  the  Pledgor  or any of his
assets;

                           (b)      the Pledgor has obtained  all consents  that
are  required  to have  been  obtained  by him  with  respect  to the  Amendment
Agreement, the Note Purchase Agreement, the Notes and this Agreement (including,
without  limitation,  any consent required to be obtained from the issuer of the
Pledged  Shares)  and all such  consents  are in full  force and  effect and all
conditions of any such consents have been complied with;

                           (c)      the Amendment  Agreement,  the Note Purchase
Agreement,  the Notes and this Agreement constitute the legal, valid and binding
obligations  of the Pledgor,  enforceable  against him in accordance  with their
respective terms, subject to applicable bankruptcy,  insolvency or other similar
laws  affecting  creditors'  rights  generally  and to equitable  principles  of
general application (regardless of whether enforcement is sought in a proceeding
in equity or at law); and

                           (d)      on the date hereof and as of the date of any
future  delivery of Pledged  Collateral to the Secured  Parties and at all times
until the security  interests granted by this Agreement are terminated  pursuant
to Section 6 hereof:  (A) the  Pledgor  is or will be the owner of such  Pledged
Collateral,  subject to no adverse claim  (including  any lien,  encumbrance  or
claim of legal or beneficial  ownership),  except the lien and security interest
in favor of the  Secured  Parties;  (B) the Pledgor has or will have full power,
authority  and legal  right to pledge  the  Pledged  Collateral  to the  Secured
Parties hereunder, and no consent, approval or other authorization of any person
or governmental authority is required (except those which have been obtained) in
connection  therewith;  and (C) the lien of this  Agreement  constitutes or will
constitute  a  first  priority   perfected  security  interest  in  the  Pledged
Collateral in favor of the Secured Parties.

                  4.       Rights of the Secured  Parties.  The Secured  Parties
shall  not be  liable  for  failure  to  collect  or  realize  upon the  Pledged
Collateral, or for any delay in so doing nor shall it be under any obligation to



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<PAGE>

take any action  whatsoever  with  regard  thereto.  If an Event of Default  has
occurred and is continuing, the Secured Parties may thereafter,  without notice,
exercise all rights,  privileges or options  pertaining to any Pledged Shares as
if it were the absolute owner thereof,  upon such terms and conditions as it may
determine,  all  without  liability  except to  account  for  property  actually
received by it, but the Secured  Parties  shall have no duty to exercise  any of
the aforesaid rights, privileges or options and shall not be responsible for any
failure to do so or delay in so doing.

                  5.       Remedies.

                           (a)      Upon   the   occurrence   and   during   the
continuance  of an Event of Default,  the  Secured  Parties,  without  demand of
performance  or other  demand,  advertisement  or notice of any kind (except the
notice  specified  below of time and place of public or private  sale),  each of
which demands,  advertisements  or notices are hereby  expressly and irrevocably
waived by the  Pledgor,  may  forthwith  collect,  receive and realize  upon the
Pledged  Collateral or any part thereof  shall have come into the  possession of
the Secured Parties at such time, and may forthwith sell, assign, give option or
options to purchase,  contract to sell or  otherwise  dispose of and deliver the
Pledged  Collateral  or any part  thereof,  in one or more  parcels at public or
private sale or sales,  at any exchange,  broker's  board or elsewhere upon such
terms and  conditions as the Secured Party may deem advisable and at such prices
as the Secured  Parties,  in their sole discretion may deem advisable,  with the
right to the Secured  Parties upon any such public sale to purchase the whole or
any part of the Pledged  Collateral  so sold.  Each  purchaser at any such sale,
public or private,  shall hold the property sold free from any claim or right on
the part of the Pledgor,  and the Pledgor hereby waives (to the extent permitted
by law) stay and appraisal  which such Pledgor now has or may at any time in the
future have under any rule of law or statute now existing or hereafter  enacted.
The Secured  Parties agree that it shall give to the Pledgor,  not less than ten
(10) days  notice  (which the Pledgor  agrees is  reasonable  notice  within the
meaning of Section 9-504 of the UCC) of the time and place of any public sale or
of the time at which a private sale or other intended disposition of the Pledged
Collateral is to take place. The Pledgor recognizes that the Secured Parties may
be unable to effect a public  sale of any or all of the Pledged  Collateral  but
may be compelled to resort to one or more private  sales thereof to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such  securities for their own account for investment and not with a view to the
distribution or resale  thereof.  The Pledgor  acknowledges  and agrees that any
such  private  sale may result in prices and other terms less  favorable  to the
seller  than  if  such  sale  were  a  public  sale  and,  notwithstanding  such
circumstances,  agrees that any such  private  sale shall be deemed to have been
made in a commercially  reasonable manner. The Secured Parties shall be under no
obligation  to delay a sale of any of the Pledged  Collateral  for the period of
time necessary to permit the Pledgor to register such securities for public sale
under applicable federal or state securities laws.

                           (b)      In addition to these rights and remedies set
forth in Section 5(a) hereof,  upon the occurrence and during the continuance of
an Event of Default,  the  Secured  Parties  shall be  entitled to transfer  the
Pledged  Shares  into its own name and assume  legal  ownership  thereof in full
satisfaction  of the  Obligations,  whereupon  the  Pledgor  shall  not have any
further liability under the Note or hereunder.

                           (c)      The  Secured  Parties  shall  apply  the net
proceeds  of any  collection,  recovery,  receipt,  realization  or  sale of the
Pledged  Collateral,  after deducting all reasonable costs and expenses of every
kind incurred in connection therewith or incidental to the care,  safekeeping or
otherwise of any and all of the Pledged Collateral or in any way relating to the
rights of the Secured Parties  hereunder,  including  reasonable  legal fees and
expenses,  to the  payment,  in whole  or in part,  of all  accrued  but  unpaid
interest on the Notes and then to the outstanding principal amount of the Notes.



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<PAGE>


                           (d)      In  addition  to  the  rights  and  remedies
granted to the Secured Parties in this Agreement, the Secured Parties shall have
all the rights and remedies of a secured party under the UCC with respect to the
Pledged Collateral.

                  6.       Termination of Security Interest.

                           (a)      Upon the payment in full of all  Obligations
of the Pledgor under the Amendment Agreement,  the Note Purchase Agreement,  and
the Notes,  the Secured  Party shall deliver to the Pledgor all items of Pledged
Collateral in the possession of the Secured Parties.

                           (b)      Upon any delivery of Pledged  Collateral  to
the  Pledgor  in  accordance  with  the  terms of this  Agreement,  the lien and
security  interest  provided  for  herein as to such  Pledged  Collateral  shall
immediately  terminate  and cease to attach  thereto (if such lien and  security
interest has not previously terminated and ceased to attach).

                  7.       Further  Assurances.  The Pledgor  agrees that at any
time and from time to time upon the written request of the Secured Parties,  the
Pledgor will execute and deliver such further documents and do such further acts
and things as the Secured Parties may reasonably  request in order to effect the
purposes of this Agreement.

                  8.       Severability.  Any provision of this Agreement  which
is prohibited,  unenforceable or not authorized in any jurisdiction shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions  and without  affecting the validity,  enforceability  or legality of
such provision in any other jurisdiction.

                  9.       Waivers;  Remedies  Cumulative.  The Secured  Parties
shall not by any act, delay,  omission or otherwise be deemed to have waived any
of its rights or remedies  hereunder  and no waiver or amendment  shall be valid
unless in writing,  signed by the Secured  Parties,  and then only to the extent
therein  set  forth.  A waiver  by the  Secured  Parties  of any right or remedy
hereunder  on any one  occasion  shall not be construed as a bar to any right or
remedy which the Secured Parties would otherwise have on any future occasion. No
failure  to  exercise  nor any delay in  exercising  on the part of the  Secured
Parties,  any right,  power or privilege  hereunder,  shall  operate as a waiver
thereof;  nor shall any  single  or  partial  exercise  of any  right,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.

                  10.      Amendment. This Agreement may be amended, modified or
altered only by an instrument in writing executed by the Pledgor and the Secured
Parties.

                  11.      Place of Delivery  and Release of Pledged  Collateral
and Remittances.  Each delivery and release of Pledged Collateral and remittance
of dividends or interest  thereon or of other amounts to the Secured  Parties or
the Pledgor  hereunder  shall be made at the address for such party set forth in
the preamble  hereto or at such other address in the United States of America as
such party may have last  specified for such delivery or remittance by notice to
the other party.

                  12.      Notices.   Except  as  otherwise  expressly  provided
herein,  all notices and other  communications in connection with this Agreement
will be  sufficient  if in writing and sent by hand,  by certified or registered
mail (with  return  receipt  requested),  by  overnight  courier or by confirmed



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<PAGE>

facsimile  transmission.  If delivered by hand or overnight courier, a notice or
communication will be deemed effective on the date of delivery.  If delivered by
certified  or  registered   mail  (return  receipt   requested),   a  notice  or
communication  will be deemed  effective  four days  after  mailing.  If sent by
facsimile transmission,  a notice or communication will be deemed effective upon
receipt.

                  13.      Binding  Effect;  Applicable  Law. This Agreement and
all  obligations  of the  Pledgor  hereunder  shall be  binding  upon the heirs,
personal  representatives,  successors  and assigns of the  Pledgor,  and shall,
together with the rights and remedies of the Secured Parties hereunder, inure to
the benefit of the Secured  Parties and their  successors and assigns;  provided
that the  Pledgor may not assign all or any part of this  Agreement  without the
prior written consent of the Secured Parties.  This Agreement is being delivered
and is intended to be performed in the State of New York, and shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by the laws of the State of New York, without giving effect to the principles of
conflicts  of laws  thereunder.  This  Agreement  shall  not be  interpreted  or
construed with any  presumption  against the party that caused this Agreement to
be drafted.

                  14.      Counterparts.   This   Agreement   may  be   executed
(including by facsimile signature) in two (2) or more counterparts, and all such
counterparts  taken  together  shall be  deemed to  constitute  one and the same
agreement.

















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<PAGE>


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


                                     -----------------------------------
                                     Jake Shapiro, individually



                                     LONGVIEW FUND, LP


                                     By:
                                         -------------------------------
                                         Name:
                                         Title:

                                     LONGVIEW EQUITY FUND, LP


                                     By:
                                         -------------------------------
                                         Name:
                                         Title:


                                     LONGVIEW INTERNATIONAL EQUITY FUND, LP


                                     By:
                                         ------------------------------
                                         Name:
                                         Title:





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<PAGE>



                                                                      SCHEDULE A


                                 PLEDGED SHARES


Two hundred and fifty  thousand  shares of common stock,  par value  $0.001,  of
Knightsbridge Fine Wines, Inc.