AMENDMENT AGREEMENT

                  AMENDMENT  AGREEMENT,  dated as of  September  30,  2004 (this
"Agreement"),  to: (i) the Note Purchase Agreement, dated as of May 28, 2004 (as
heretofore  amended  and  supplemented  and as it in the future may be  amended,
modified or  supplemented  from time to time in accordance  with its terms,  the
"Note  Purchase  Agreement"),  by and among  Knightsbridge  Fine Wines,  Inc., a
Nevada  corporation  ("Knightsbridge"),  and each of Longview Fund, LP, Longview
Equity Fund, LP and Longview  International  Equity Fund, LP (collectively,  the
"Purchasers"),  (ii) 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  Knightsbridge  in favor of  Longview  Fund,  LP,  (iii) 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 (iv) 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.

                  WHEREAS,  Knightsbridge  is in default under the Note Purchase
Agreement and each of the Notes for  non-payment  of principal and interest owed
under the Notes in cash on August 26, 2004;

                  WHEREAS,  Knightsbridge  currently  owes to the Purchasers the
aggregate  principal  amount  under  the Notes of  $483,500,  plus  interest  of
$5,076.75 through September 30, 2004; and

                  WHEREAS,  in order to cure any  event of  default  or  default
under  the  Note  Purchase  Agreement  and the  Notes,  including  defaults  for
non-payment of principal or interest due and owing under the Notes,  the parties
hereto have agreed to amend certain  provisions  of the Note Purchase  Agreement
and each of the Notes as set forth herein.

                  NOW,  THEREFORE,  for good  and  valuable  consideration,  the
receipt  and legal  sufficiency  of which is hereby  acknowledged,  the  parties
hereto agree as follows:

1.       Amendments  to  Note  Purchase  Agreement  and  Notes.  Subject  to the
conditions as to  effectiveness  set forth in Section 3 of this  Agreement,  the
Note Purchase Agreement and the Notes are hereby amended as follows:

         (a)      The  Maturity  Date (as such  term is  defined  in each of the
Notes) is hereby  extended  for a period of sixty (60) days from August 26, 2004
to November 9, 2004 (as hereby amended, the "Maturity Date").

         (b)      As an  inducement  to the  extension of the  Maturity  Date on
the Notes by the  Purchasers,  in addition to the Note  Payment  Shares (as such
term is defined in the Note Purchase Agreement), Knightsbridge shall immediately
issue and  deliver to the  Purchasers  certificates  representing  an  aggregate
amount of three hundred thousand (300,000) shares  ("Additional  Shares") of the
common stock,  par value $.001 per share,  of  Knightsbridge  ("Common  Stock"),
which Additional  Shares shall be issued to each of the Purchasers in proportion
to their  original  principal  amount of each of their  Notes.  Such  Additional
Shares shall be deemed  Registrable  Securities  (as such term is defined in the
Note Purchase Agreement), and the Additional Shares shall be registered with the
Securities and Exchange Commission in accordance with the terms,  conditions and
provisions of the Note Purchase Agreement.



<PAGE>


         (c)      Commencing as of the date hereof, minimum interest payments on
the outstanding principal amount of the Notes shall be payable by Knightsbridge,
on a monthly  basis at the end of each month,  in the amount of $7,500 until the
Maturity  Date,  as extended in Section 1(a) above.  From the period  commencing
August 26, 2004 through the Maturity Date, interest on the outstanding principal
amount of the Notes  shall  accrue at the rate of  eighteen  (18%)  percent  per
annum.

         (d)      Commencing as of the date hereof,  Knightsbridge  shall prepay
the  outstanding  principal  and interest  under the Notes by an amount equal to
fifty (50%) percent of the gross  proceeds  received by  Knightsbridge  from the
sale or  collection  of any  accounts  receivable,  or from the  proceeds of any
financing by  Knightsbridge of its inventory or accounts  receivables,  less any
payroll  expenses   (including   payroll   expenses  to  senior   executives  of
Knightsbridge,  including,  without limitation,  Mr. Jake Shapiro).  Collections
from the sale or  collection  of  accounts  receivable  will be  payable  to the
Purchasers on a monthly basis to a bank account designated by the Purchasers.

         (e)      Knightsbridge may prepay the Notes at any time, in whole or in
part,  prior to November 9, 2004,  without any prepayment  penalty.  All partial
prepayments  of the Notes,  howsoever  made,  shall be applied  first to accrued
interest,  until all accrued  interest has been paid in full, and thereafter all
remaining  amounts shall be applied to the payment of the outstanding  principal
amount of the Notes.

         (f)      As  security  for  the   performance  of  the  obligations  of
Knightsbridge under the Note Purchase Agreement,  the Notes, and this Agreement,
Mr. Jake Shapiro shall pledge two hundred and fifty thousand (250,000) shares of
Common Stock (the "Pledged  Shares") owned by him to the Purchasers  pursuant to
that certain  Pledge  Agreement,  dated as of the date hereof,  by and among Mr.
Shapiro and each of the Purchasers,  in the form set forth as Exhibit A attached
hereto. Upon foreclosure under the Pledge Agreement, the Pledged Shares shall be
deemed Registrable Securities,  and such Pledged Shares shall be registered with
the Securities and Exchange Commission in accordance with the terms,  conditions
and provisions of the Note Purchase Agreement.

2.       Representations  and Warranties.  Knightsbridge  hereby  represents and
warrants  to each of the  Purchasers  as of the date  hereof as  follows  (which
representations  and warranties shall survive the execution and delivery of this
Agreement):

         (a)      All  representations  and warranties made by  Knightsbridge in
Section 3 of the Note  Purchase  Agreement  and  Section 7 of each of the Notes,
after taking into account the effect of this Agreement,  are true and correct in
all material respects as of the date hereof with the same force and effect as if
made on such date (except to the extent that any such representation or warranty
relates expressly to an earlier date).

         (b)      Knightsbridge has the requisite power to execute,  deliver and
carry out the terms and provisions of this Agreement.

         (c)      This  Agreement  has  been  duly  executed  and  delivered  by
Knightsbridge  and  constitutes  the  legal,  valid and  binding  obligation  of
Knightsbridge,  and is enforceable against  Knightsbridge in accordance with its
terms  subject (i) as to  enforcement  of remedies,  to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other  similar laws  affecting the
enforcement of creditors'  rights  generally,  from time to time in effect,  and
(ii) to general principles of equity.



<PAGE>


         (d)      After giving effect to this  Agreement,  no event has occurred
and is continuing which constitutes or would constitute a Default or an Event of
Default under the Note Purchase Agreement or the Notes.

3.       Conditions  Precedent.  Notwithstanding  any term or  provision of this
Agreement to the contrary, Section 1 hereof shall not become effective until:

         (a)      Each of the  Purchasers  shall  receive  counterparts  of this
Agreement,  duly  executed and  delivered on behalf of  Knightsbridge,  Mr. Jake
Shapiro, individually, and each of the Purchasers.

         (b)      Each of the Purchasers shall receive certificates representing
the  Additional  Shares,  which shall be allocated to each of the  Purchasers in
proportion to their original principal amount of each of their Notes.

         (c)      Each of the Purchasers shall receive a Pledge Agreement,  duly
executed and  delivered by Mr. Jake Shapiro and each of the  Purchasers,  in the
form set forth as Exhibit A attached hereto,  together with a stock  certificate
and stock powers duly  endorsed in blank,  to effectuate  the  perfection of the
pledge of two hundred and fifty thousand  (250,000) shares of Common Stock owned
by Mr. Shapiro in favor of the Purchasers.

4.       Fees and Expenses of Purchasers. Knightsbridge agrees to immediately ay
all reasonable  fees and  out-of-pocket  expenses  incurred by the Purchasers in
connection with the  preparation  and negotiation of this Agreement,  including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel to
the Purchasers in an aggregate amount equal to $5,000.

5.       References to Agreements. The term "Agreement",  "hereof", "herein" and
similar terms as used in the Note Purchase Agreement, and references in the Note
Purchase Agreement and the Notes to the Note Purchase Agreement,  shall mean and
refer to, from and after the effective date of the amendments  contained  herein
as determined in accordance with Section 3 hereof, the Note Purchase  Agreement,
as amended by this Agreement.

6.       Continued Effectiveness.  Nothing herein shall be deemed to be a waiver
of any  covenant or agreement  contained  in, or any Default or Event of Default
under,  the Note  Purchase  Agreement  or any of the Notes,  except as expressly
provided for hereby,  and each of the parties  hereto agrees that, as amended by
this  Agreement,  all of the  covenants  and  agreements  and  other  provisions
contained  in the Note  Purchase  Agreement  and the Notes shall  remain in full
force and effect from and after the date of this Agreement.

7.       Counterparts.   This   Agreement   may  be  executed  in  two  or  more
counterparts,  each of which shall be an original,  and all of which, when taken
together,  shall  constitute  a  single  instrument.  Delivery  of  an  executed
counterpart  of a  signature  page to this  Agreement  by  telecopier  shall  be
effective as delivery of a manually executed counterpart of this Agreement.

8.       GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE  CONFLICTS OF LAWS
PRINCIPLES THEREOF).



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]



<PAGE>



               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.


                                     KNIGHTSBRIDGE FINE WINES, INC.


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


                                     LONGVIEW FUND, LP


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

                                     LONGVIEW EQUITY FUND, LP


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


                                     LONGVIEW INTERNATIONAL EQUITY FUND, LP


                                     By:
                                         Name:
                                         Title:


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