PROMISSORY NOTE

                               September 24, 2004



              Subject  to the  terms and  conditions  of this Note and a certain
Debt Restructuring Agreement,  dated September 24, 2004, by and between Borrower
and Lender (as defined below) (the "DEBT RESTRUCTURING Agreement"), and for good
and valuable  consideration  received,  Knightsbridge Fine Wines, Inc., a Nevada
Corporation  (the  "BORROWER"),  promises to pay to the order of Gryphon  Master
Fund,  L.P., a Bermuda limited  partnership,  or its assignee(s) (the "LENDER"),
the  principal  amount  of  seven  hundred  thousand  dollars   ($700,000)  (the
"PRINCIPAL") and interest at a fixed rate of 6% per annum (the "INTEREST").  The
Principal  and Interest  shall be paid by Borrower to Lender upon the earlier to
occur of the following:

              (i)   demand by Lender upon the occurrence of an Event of Default;
                    or

             (ii)   August 31, 2005.

This Note may be  prepaid  in whole or in part at any time  without  premium  or
penalty,  but any such  prepayment  shall be applied first to accrued but unpaid
Interest and then to Principal.

1.    SECURITY. The 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
      to  the  Debt  Restructuring   Agreement  as  Exhibit  C  and  Exhibit  D,
      respectively.

2.    PAYMENTS.

          2.1  PRINCIPAL. All payments of the Principal payable on or in respect
               of this Note  shall be made to Lender  in U.S.  dollars,  by wire
               transfer, certified check or other "immediately available" funds.
               Borrower  shall make such  payments of the Principal to Lender at
               the address of Lender set forth  herein or at such other place as
               Lender shall have notified Borrower in writing.

          2.2  NO SET-OFF.  All  payments on or in respect of this Note shall be
               made to Lender without set-off or counterclaim and free and clear
               of and without any deductions of any kind.

          2.3  RELEASE  UPON  PAYMENT  IN  FULL.  Upon  payment  in  full of the
               Principal and Interest  Borrower  shall be forever  released from
               all its obligations and liabilities under this Note.



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3.    EVENT OF DEFAULT.  Notwithstanding  the  foregoing,  this  Note  shall  be
      immediately   due  and  payable,   in  the  event  of  the  occurrence and
      continuation of any of the following (each an "EVENT OF DEFAULT"):

          3.1       INSOLVENCY.   Borrower   becomes   insolvent  or  makes  any
                    assignment for the benefit of its creditors,

          3.2       BANKRUPTCY.  Borrower  files (or  consents to the filing of)
                    any  petition  or  complaint  pursuant  to  federal or state
                    bankruptcy or insolvency  laws seeking the  appointment of a
                    receiver  or  trustee  for any of its  assets,  seeking  the
                    adjudication  of Borrower as bankrupt or insolvent,  seeking
                    an "order  for  relief"  under such  statutes,  or seeking a
                    reorganization  of or a plan of arrangement for Borrower and
                    such  petition  is not  dismissed  within 60 days  after the
                    filing thereof, or

          3.3       DEFAULT.   (a)  Borrower  materially  defaults  in  the  due
                    observance  or  performance  of any  covenant,  condition or
                    agreement  on  the  part  of  Borrower  to  be  observed  or
                    performed  pursuant to the terms of this Note (including the
                    failure of Borrower  to pay the  Principal  or the  Interest
                    when due hereunder) or the Debt Restructuring  Agreement, or
                    Borrower is in material breach of any  representation at the
                    time such  representation  is made by  Borrower,  (b) Lender
                    gives  written  demand to Borrower,  and (c) such default or
                    breach remains uncured ten (10) business days after Borrower
                    receives such written demand.

4.    MISCELLANEOUS.

          4.1       NOTICES.   All  notices   (including  other   communications
                    required  or  permitted)  under this Note 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






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<PAGE>


                           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


                    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.

          4.2       ATTORNEYS' FEES AND COSTS. If any legal action,  arbitration
                    or other  proceeding  is brought to collect or enforce  this
                    Note,   Lender  will  be  entitled  to  recover   reasonable
                    attorneys'  fees and  expenses  and other costs  incurred in
                    such action,  arbitration or proceeding  from  Borrower,  in
                    addition to any other  relief,  if Lender is the  prevailing
                    party.

          4.3       SEVERABILITY. The provisions of this Note are severable. The
                    invalidity,  in whole or in part,  of any  provision of this
                    Note shall not affect the validity or  enforceability of any
                    other of its provisions.  If one or more  provisions  hereof
                    shall be declared  invalid or  unenforceable,  the remaining
                    provisions  shall  remain in full force and effect and shall
                    be construed in the broadest  possible  manner to effectuate



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                    the purposes  hereof.  The parties  further agree to replace
                    such  void or  unenforceable  provisions  of this  Note with
                    valid and enforceable  provisions which will achieve, to the
                    extent possible,  the economic,  business and other purposes
                    of the void or unenforceable provisions.

          4.4       HEADINGS;EXHIBITS; REFERENCES. The headings in this Note are
                    only for convenience and ease of reference and are not to be
                    considered in construction or  interpretation  of this Note,
                    nor as evidence of the intention of the parties hereto.  All
                    exhibits, schedules and appendices attached to this Note are
                    incorporated herein.  Except where otherwise indicated,  all
                    references  in this Note to  Sections  refer to  Sections of
                    this Note.

          4.5       ENTIRE AGREEMENT.  This Note (together with its exhibits and
                    other  documents  referred  to  herein,  including  the Debt
                    Restructuring  Agreement)  is  the  complete  and  exclusive
                    statement of agreement and understanding of the parties with
                    respect to matters  herein and is a complete  and  exclusive
                    statement   of  the  terms  and   conditions   thereof.   No
                    representation,   statement,   condition   or  warranty  not
                    contained in this Note is binding on the parties.

          4.6       AMENDMENTS.  Any  provision  of this Note may be  amended or
                    modified  upon the  written  consent of all  parties to this
                    Note.

          4.7       DELAYS OR  OMISSIONS.  No delay or  failure  by any party to
                    insist on the strict  performance  of any  provision of this
                    Note,  or to exercise  any power,  right or remedy,  will be
                    deemed a waiver or  impairment of such  performance,  power,
                    right or remedy or of any other  provision  of this Note nor
                    shall  it be  construed  to be a  waiver  of any  breach  or
                    default, or an acquiescence therein, or of or in any similar
                    breach or default thereafter occurring.

          4.8       INTERPRETATION.  If any claim is made by a party relating to
                    any  conflict,  omission or ambiguity in the  provisions  of
                    this Note, no  presumption  or burden of proof or persuasion
                    will be implied  because this Note was prepared by or at the
                    request of any party or its counsel.

          4.9       GOVERNINGLAW;  VENUE.  This Note 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 Note
                    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



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                    provided in or pursuant to Section 4.1 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 Note.

          4.10      SUCCESSORS  AND ASSIGNS.  This Note is freely  assignable by
                    Lender only,  provided that the assignee  agrees to be bound
                    by the provisions hereof.  Borrower's rights and obligations
                    shall not be assigned or delegated  without  Lender's  prior
                    written  consent,  given  in its  sole  discretion,  and any
                    purported  assignment  or  delegation  without  such consent
                    shall be void and ab initio.

          4.11      BINDING  EFFECT;  PARTIES IN INTEREST.  This Note is binding
                    upon and  benefits  only the  parties  and their  respective
                    permitted successors and assigns. Nothing in this Note gives
                    any rights or remedies to any person  other than the parties
                    and their respective  permitted  successors and assigns, nor
                    does   anything  in  this  Note  relieve  or  discharge  any
                    obligation or liability of any third person to any party. No
                    provision  of this Note gives any third  person any right of
                    subrogation  or  action  over or  against  any party to this
                    Note.

          4.12      REPLACEMENT  OF NOTE.  Upon  receipt of evidence  reasonably
                    satisfactory to Borrower of the loss, theft,  destruction or
                    mutilation  of this Note and (in the case of loss,  theft or
                    destruction)  upon delivery of an indemnity  agreement (with
                    surety  if  reasonably  required)  in an  amount  reasonably
                    satisfactory  to  Borrower,  or (in the case of  mutilation)
                    upon surrender and cancellation of this Note,  Borrower will
                    issue, in lieu thereof, a new Note of like tenor.

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

          4.14      MISCELLANEOUS.  Borrower hereby waives presentment,  demand,
                    notice,  protest  and  all  other  demands  and  notices  in
                    connection  with the delivery,  acceptance,  performance and
                    enforcement of this Note,  except as  specifically  provided
                    herein, and assent to extensions of the time of payment,  or
                    forbearance or other indulgence without notice.


                            [SIGNATURE PAGE FOLLOWS]






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         IN WITNESS  WHEREOF,  the parties have caused this Note to be issued as
of the date first written above.



                                       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