Debt Restructuring Agreement

DEBT RESTRUCTURING AGREEMENT
----------------------------


This Debt Restructuring Agreement ("Agreement") is made and entered into this 24th day of September, 2004 (the "Effective Date"), by and among Knightsbridge Fine Wines, Inc. (hereinafter referred to as "Borrower"), and Gryphon Master Fund, L.P. (hereinafter referred to as "Lender").


WHEREAS, Borrower has requested Lender to cancel certain penalties due to Lender and to freeze remaining penalties which may come due pursuant to the terms of that certain registration rights agreement, dated April 21, 2004, between Borrower and Lender (the "Registration Rights Agreement");


WHEREAS, Borrower has requested Lender cancel certain interest payments currently due and which will become due pursuant to the terms of that certain 7.5% Senior Secured Convertible Note Due 2006, dated April 21, 2004, in the original principal amount of $5,500,000, issued by Borrower to Lender (the "Original Note"); and


WHEREAS, Lender has agreed to cancel certain penalties due and freeze future penalties pursuant to the Registration Rights Agreement and to cancel certain interest payments which are currently due and certain interest payments which shall become due in the future pursuant to the Original Note, as more specifically set forth herein, in consideration for the issuance of a new promissory note in the amount of seven hundred thousand dollars ($700,000) to be issued by Borrower to Lender.


NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:


1. CANCELLATION OF AMOUNTS DUE AND TERMS OF PAYMENT
------------------------------------------------


1.1 Cancellation of Amounts Currently Due. Lender hereby agrees to
cancel (i) those penalties which are currently due under the
Registration Rights Agreement; (ii) one certain interest payment
which is currently due under the Original Note; and (iii) one
certain future interest payment which will be due in the future
pursuant to the terms of the Original Note. The specific amounts to
be cancelled pursuant to items (i)-(iii) of this paragraph 1.1 are
set forth in Exhibit A attached hereto and incorporated herein by
reference.


1.2 Freeze on Future Penalties. As of the Effective Date, Lender hereby
agrees to freeze any future penalties due pursuant to the terms of
the Registration Rights Agreement.


1.3 Note and Payment. In consideration for the above stated actions by
Lender, Borrower will issue and deliver to Lender the promissory
note in the amount of seven hundred thousand dollars ($700,000)
substantially in the form attached hereto as Exhibit B (the "New
Note"). Borrower agrees to pay to Lender the principal and interest


1


due in respect to the New Note according to the terms thereof, which
terms are incorporated herein in their entirety.


1.4 Security and Reinstatement of Penalties and Interest. The New 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
hereto as Exhibit C and Exhibit D, respectively. Should an Event of
Default (as defined in the New Note) occur, which the Borrower does
not cure following notice in accordance with the terms of the New
Note, then the Lender shall have the right to immediately demand
that the Collateral be released to Lender and shall also be entitled
to reinstate any interest or penalties previously cancelled or
frozen pursuant to the terms of this Agreement less any amounts
actually paid by the Borrower under the New Note.


1.5 Term of Agreement. This Agreement shall have a term beginning as of
the Effective Date and ending on the date that the New Note is paid
in full and Borrower has complied with its obligations under this
Agreement and the New Note.


2. CONDITIONS PRECEDENT TO DEBT RESTRUCTURING
------------------------------------------


2.1 Conditions to the Debt Restructuring. The restructuring of the debt
by Lender shall be subject to the following conditions set forth in
this Section.


A. The New Note shall have been duly executed and delivered by
Borrower to Lender.


B. The representations and warranties of Borrower contained in
this Agreement and the New Note shall be true and correct in
all material respects.


C. Joel Shapiro shall have entered into the Stock Pledge and
Escrow Agreements attached hereto as Exhibit C and Exhibit D,
respectively.


D. Borrower shall have executed and delivered to Lender the
Notice of Conversion Price Adjustment in the form attached
hereto as Exhibit E.


E. Borrower shall have executed and delivered to Lender the
Irrevocable Escrow Agent Instructions in the form attached
hereto as Exhibit F.


3. REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------


Borrower represents and warrants that:


2
...