ESCROW AGREEMENT

         THIS ESCROW  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 "Escrow Agent").

                              W I T N E S S E T H:

         WHEREAS,  the Pledgor  and the  Secured  Party are parties to a certain
stock pledge agreement (the "Stock Pledge Agreement"), dated as of September 24,
2004,  pursuant to which  3,000,000  shares of  Knightsbridge  Fine Wines,  Inc.
("Knightsbridge")  common  stock owned by the Pledgor (the  "Shares")  are to be
held as collateral to secure payment of that certain  Promissory  Note issued by
Knightsbridge  to the Secured Party,  dated September 24, 2004 (the  "Promissory
Note") and performance under that certain Debt  Restructuring  Agreement between
Knightsbridge  and the  Secured  Party,  dated  September  24,  2004 (the  "Debt
Restructuring Agreement"); and

         WHEREAS,  the  Pledgor and the Secured  Party have  requested  that the
Escrow Agent hold the Shares in escrow pursuant to the terms of this Agreement.

         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                    ARTICLE 1
                               TERMS OF THE ESCROW

         1.1 The parties  hereby  agree to have Warren W.  Garden,  P.C.  act as
Escrow  Agent  whereby the Escrow  Agent shall  receive the Shares in escrow and
distribute the same as set forth in this Agreement.

         1.2 At or prior to the  execution  of the Stock Pledge  Agreement,  the
Pledgor  shall  deliver to the Escrow Agent  certificates  representing  the (i)
Shares,  (ii)  stock  powers  executed  by  the  Pledgor  for  each  certificate
representing the Shares,  and (iii) a letter addressed to the transfer agent for
the common stock of  Knightsbridge  authorizing  the Transfer  Agent to transfer
such Shares into the name of the Secured Party.

         1.3   (a) Upon an Event of Default (as defined in the Promissory Note),
Escrow  Agent is hereby  authorized  to  release  to the  Secured  Party (i) the
Shares,  (ii) the stock powers, and (iii) a letter from the Pledgor  authorizing
the transfer agent of the Company to transfer the Shares to the Secured Party.

               (b) Upon payment in full of the Promissory Note, the Escrow Agent
shall return the Shares to the Pledgor,  less any shares released to the Secured
Party pursuant Section 1.3(a).


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               (c) Upon the Escrow Agent's completion  of  its obligations under
Sections  1.3(a) or (b),  this  Agreement  shall  terminate and the Escrow Agent
shall have no further obligations hereunder.

         1.4 This  Agreement  may be altered or  amended  only with the  written
consent of all of the parties  hereto.  Should the Pledgor or the Secured  Party
attempt to change  this  Agreement  in a manner  which,  in the  Escrow  Agent's
discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by
notifying  the  Pledgor and the  Secured  Party in  writing.  In the case of the
Escrow Agent's resignation or removal pursuant to the foregoing,  its only duty,
until  receipt of notice from the Pledgor and the Secured Party that a successor
escrow agent has been  appointed,  shall be to hold and preserve the Shares that
are in its possession.  Upon receipt by the Escrow Agent of said notice from the
Pledgor and the Secured Party of the  appointment  of a successor  escrow agent,
the name of a successor  escrow  account and a direction to transfer the Shares,
the Escrow Agent shall promptly thereafter transfer all of the Shares that it is
still holding in escrow, to said successor escrow agent.  Immediately after said
transfer  of the  Shares,  the Escrow  Agent  shall  furnish the Pledgor and the
Secured  Party with proof of such  transfer.  The Escrow Agent is  authorized to
disregard any notices, requests, instructions or demands received by it from the
Pledgor or the Secured  Party after  notice of  resignation  or removal has been
given.

         1.5 The Escrow Agent shall be reimbursed by the Pledgor and the Secured
Party for any  reasonable  expenses  incurred  in the event  there is a conflict
between  the  parties and the Escrow  Agent  shall deem it  necessary  to retain
counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not
be liable  for any  action  taken or omitted by it in good faith and in no event
shall the Escrow Agent be liable or  responsible  except for the Escrow  Agent's
own  gross  negligence  or  willful  misconduct.  The  Escrow  Agent has made no
representations  or warranties to the Pledgor or the Secured Party in connection
with this  transaction.  The Escrow Agent has no  liability  hereunder to either
party other than to hold the Shares  received by the Pledgor and to deliver them
under the terms hereof.  Each party hereto agrees to indemnify and hold harmless
the  Escrow  Agent  from and with  respect  to any  suits,  claims,  actions  or
liabilities arising in any way out of this transaction  including the obligation
to defend any legal action  brought which in any way arises out of or is related
to this  Agreement.  The  Pledgor  acknowledges  that  the  Escrow  Agent is not
rendering advice to it with respect to this transaction or otherwise. The Escrow
Agent has acted as legal  counsel for the Secured  Party and may continue to act
as legal counsel for the Secured Party, from time to time,  notwithstanding  its
duties as the Escrow Agent  hereunder.  The Pledgor consents to the Escrow Agent
acting in such  capacity as legal  counsel for the Secured  Party and waives any
claim that such representation  represents a conflict of interest on the part of
the Escrow  Agent.  The Pledgor  understands  that the Secured  Party and Escrow
Agent are relying  explicitly  on the  foregoing  provisions  contained  in this
Section 1.5 in entering into this Agreement.

         1.6 The Escrow Agent shall be  obligated  only for the  performance  of
such  duties  as are  specifically  set forth  herein  and may rely and shall be
protected  in relying or  refraining  from acting on any  instrument  reasonably


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believed by the Escrow  Agent to be genuine and to have been signed or presented
by the proper party or parties.  The Escrow Agent shall not be personally liable
for any act the Escrow  Agent may do or omit to do hereunder as the Escrow Agent
while  acting in good  faith,  and any act done or omitted  by the Escrow  Agent
pursuant  to  the  advice  of  the  Escrow  Agent's  attorneys-at-law  shall  be
conclusive evidence of such good faith.

         1.7 The Escrow Agent is hereby  expressly  authorized  to disregard any
and all  warnings  given by any of the parties  hereto or by any other person or
corporation,  excepting only orders or processes of courts of law, and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

         1.8 The Escrow  Agent  shall not be liable in any respect on account of
the identity,  authorities  or rights of the parties  executing or delivering or
purporting  to execute or deliver  this  Agreement  or any  documents  or papers
deposited or called for hereunder.

         1.9 If the Escrow Agent reasonably  requires other or further documents
in connection  with this Agreement,  the necessary  parties hereto shall join in
furnishing such documents.

         1.10 It is  understood  and agreed that  should any dispute  arise with
respect to the delivery and/or ownership or right of possession of the documents
or the Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized
and directed in the Escrow  Agent's sole  discretion (a) to retain in the Escrow
Agent's possession without liability to anyone all or any part of said documents
or the Shares  until such  disputes  shall  have been  settled  either by mutual
written  agreement  of the  parties  concerned  or by a final  order,  decree or
judgment  of a court of  competent  jurisdiction  after the time for  appeal has
expired and no appeal has been perfected, but the Escrow Agent shall be under no
duty  whatsoever to institute or defend any such  proceedings  or (b) to deliver
the  Shares  and any other  property  and  documents  held by the  Escrow  Agent
hereunder  to  a  state  or  federal  court  having  competent   subject  matter
jurisdiction and located in the State of Texas in accordance with the applicable
procedure therefor.

                                    ARTICLE 2
                                  MISCELLANEOUS

         2.1 No  waiver  of any  breach  of any  covenant  or  provision  herein
contained  shall be  deemed a  waiver  of any  preceding  or  succeeding  breach
thereof, or of any other covenant or provision herein contained. No extension of
time for  performance  of any obligation or act shall be deemed any extension of
the time for performance of any other obligation or act.

         2.2 This Agreement shall be binding upon and shall inure to the benefit
of the permitted successors and assigns of the parties hereto.



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         2.3  This Agreement is the final expression of, and contains the entire
agreement  between,  the parties with respect to the subject  matter  hereof and
supersedes all prior understandings with respect thereto. This Agreement may not
be  modified,  changed,  supplemented  or  terminated,  nor may any  obligations
hereunder  be  waived,  except by written  instrument  signed by the party to be
charged or by its agent duly  authorized  in writing or as  otherwise  expressly
permitted herein.

         2.4  Whenever required by the context of this  Agreement,  the singular
shall  include  the  plural and  masculine  shall  include  the  feminine.  This
Agreement  may be  executed  in two or more  counterparts,  all of  which  taken
together  shall  constitute  one  instrument.  Execution  and  delivery  of this
Agreement by exchange of facsimile  copies bearing the facsimile  signature of a
party  shall  constitute  a valid and  binding  execution  and  delivery of this
Agreement by such party.  Such  facsimile  copies shall  constitute  enforceable
original documents.

         2.5  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 2.6 below (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.

         2.6 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:







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                           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

                           To Escrow 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.


         2.7 By signing this Agreement,  the Escrow Agent becomes a party hereto
only for the purpose of this Agreement; unless otherwise agreed to in writing by
the  Escrow  Agent,  the  Escrow  Agent  does not  become  a party to any  other
documents between the parties.




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         2.8 Each party acknowledges and agrees that this Agreement shall not be
deemed prepared or drafted by any one party. In the event of any dispute between
the  parties  concerning  this  Agreement,  the  parties  agree that any rule of
construction,  to the effect that any ambiguity in the language of the Agreement
is to be resolved against the drafting party, shall not apply.

         2.9 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.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                             SIGNATURE PAGE FOLLOWS

















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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:
   ----------------------------------------
Name:    Warren W. Garden
Title:   President







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