KNIGHTSBRIDGE FINE WINES INC
FORM OF THE REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>exhibit10four.txt
<DESCRIPTION>FORM OF THE REGISTRATION RIGHTS AGREEMENT
<TEXT>

Exhibit 10.4

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT, dated as of  December  22,
2003 (this "Agreement"), by and between KNIGHTSBRIDGE FINE WINES, INC., a Nevada
corporation  (the  "Company"),  and GRYPHON MASTER FUND, L.P., a Bermuda limited
partnership ("Gryphon").

                              W I T N E S S E T H:
                              - - - - - - - - - -
                  WHEREAS,  in  connection  with the  Purchase  Agreement  (such
capitalized  term  and all  other  capitalized  terms  used  herein  having  the
respective meanings provided herein),  the Company has agreed to provide certain
registration rights under the 1933 Act and applicable state securities laws with
respect  to the  Registrable  Securities  issuable  to Gryphon  pursuant  to the
Purchase Agreement;
                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Purchasers hereby agree as follows:
                  1. Definitions.
                  (a)  As  used  in  this  Agreement,   the  terms  "Agreement",
"Company"  and "Gryphon"  shall have the  respective  meanings  assigned to such
terms in the introductory paragraph of this Agreement.
                  (b) All the  agreements or  instruments  herein  defined shall
mean  such  agreements  or  instruments  as the same  may  from  time to time be
supplemented  or amended or the terms  thereof  waived or modified to the extent
permitted by, and in accordance with, the terms thereof and of this Agreement.

                  (c) The  following  terms  shall have the  following  meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

                  "Additional Registrable Securities" means any shares of Common
         Stock  which  are  included   within  the   definition  of  Registrable
         Securities  but  not  included  in  any  Registration  Statement  filed
         pursuant to Section 2(a)(i) below.

                  "Allowed  Delay"  shall have the  meaning  provided in Section
         2(c)(ii).

                  "Approved Market" shall have the meaning provided in Section 2
         (c)(i).

                  "Availability  Date"  shall  have  the  meanings  provided  in
         Section 3(l).

                  "Blackout  Period" shall have the meaning  provided in Section
         2(c)(i).

                  "Common  Stock"  means the Common  Stock,  par value $.001 per
         share, of the Company.

                  "Conversion  Price"  shall have the  meaning  provided  in the
         Note.

                  "Initial Registrable Securities Amount" shall have the meaning
         provided in Section 2(a)(i).

                  "1934  Act"  means the  Securities  Exchange  Act of 1934,  as
         amended, and the rules and regulations promulgated thereunder.

                  "1933 Act" means the Securities  Act of 1933, as amended,  and
         the rules and regulations promulgated thereunder.


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                  "NASD" means the National  Association of Securities  Dealers,
         Inc.
                  "Prospectus" means the prospectus included in any Registration
         Statement,  as amended or  supplemented  by any prospectus  supplement,
         with  respect  to the  terms  of the  offering  of any  portion  of the
         Registrable  Securities or Additional Registrable Securities covered by
         such Registration Statement and by all other amendments and supplements
         to the prospectus, including post-effective amendments and all material
         incorporated by reference in such prospectus.
                  "Purchase Agreement" means the Purchase Agreement, dated as of
         December 22, 2003, by and between the Company and Gryphon.
                  "Purchasers"  means Gryphon and each subsequent  holder of the
         Note,  the Warrant,  Registrable  Securities or Additional  Registrable
         Securities, or any portion thereof.
                  "register,"   "registered"  and  "registration"   refer  to  a
         registration  made by preparing and filing a registration  statement or
         similar  document in compliance  with the 1933 Act (as defined  below),
         and the declaration or ordering of effectiveness  of such  registration
         statement or document by the SEC.
                  "Registrable  Securities" means (i) the Underlying Shares, the
         Warrant  Shares  and the  shares  of Common  Stock or other  securities
         issued or issuable to the  Purchaser  or its  permitted  transferee  or
         designee  (a) upon  conversion  of the Note  and upon  exercise  of the
         Warrant, or (b) upon any distribution with respect to, any exchange for
         or any  replacement  of  the  Note  or the  Warrant,  or (c)  upon  any
         conversion, exercise or exchange of any securities issued in connection
         with any such  distribution,  exchange or replacement;  (ii) securities
         issued   or   issuable   upon  any   stock   split,   stock   dividend,
         recapitalization or similar event with respect to such shares of Common
         Stock;  and (iii)  any other  security  issued as a  dividend  or other
         distribution  with respect to, in exchange for, or in  replacement  of,
         the securities referred to in the preceding clauses.
                  "Registration Date" shall have the meaning provided in Section
                  2(c)(i).

                  "Registration Period" shall have the meaning provided in
         Section 3(a).
                  "Registration Statement" shall mean any registration statement
         of the  Company  filed under the 1933 Act that covers the resale of any
         of the  Registrable  Securities  or Additional  Registrable  Securities
         pursuant  to  the   provisions  of  this   Agreement,   amendments  and
         supplements to such Registration  Statement,  including  post-effective
         amendments,  all exhibits and all material incorporated by reference in
         such Registration Statement.
                  "SEC" means the U.S. Securities and Exchange Commission.
                  "Underlying  Shares" means the shares of Common Stock issuable
         upon conversion of, or otherwise in respect of, the Note.
                  "Warrant  Shares"  means the shares of Common  Stock  issuable
                  upon exercise of, or otherwise in respect of, the Warrant.
                  (d)  Capitalized terms  used herein but not otherwise  defined
         herein shall have the respective meanings assigned to such terms in the
         Purchase Agreement.
                  2. Registration.
                  (a) Registration Statements.
                  (I) REGISTRABLE SECURITIES.  Promptly following the Closing of

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         the purchase and sale of the Note and the Warrant  contemplated  by the
         Purchase  Agreement  on the  Closing  Date  (but,  subject  to  Section
         2(a)(iii),  no later than ten (10) days after the  Closing  Date),  the
         Company shall prepare and file with the SEC one Registration  Statement
         on Form S-3 (or, if Form S-3 is not then  available to the Company,  on
         such form of  registration  statement as is then  available to effect a
         registration for resale of the Registrable  Securities,  subject to the
         Purchaser's consent), covering the resale of the Registrable Securities
         in an  amount  at least  equal to the sum of (1) 125% of the  number of
         Underlying Shares that would be issuable upon conversion of the Note in
         full  plus (2) 100% of the  number  of  Warrant  Shares  issuable  upon
         exercise of the Warrant in full for cash, in each case in the preceding
         clauses (1) and (2),  determined  without regard to any restrictions on
         beneficial ownership contained in the Note, the Warrant or the Purchase
         Agreement (such sum the "Initial Registrable Securities Amount").  Such
         Registration  Statement also shall cover, to the extent allowable under
         the 1933 Act and the rules promulgated thereunder (including Rule 416),
         such  indeterminate   number  of  additional  shares  of  Common  Stock
         resulting from stock splits,  stock  dividends or similar  transactions
         with  respect  to  the  Registrable  Securities.  In  the  Registration
         Statement the Purchaser shall be identified as a selling securityholder
         and not as an  underwriter.  No securities  other than the  Registrable
         Securities shall be included in the Registration  Statement without the
         consent  of  the  Purchaser.   The  Registration  Statement  (and  each
         amendment or supplement  thereto) shall be provided in accordance  with
         Section 3(c) to the  Purchaser  and its counsel  prior to its filing or
         other  submission.  If at any time the number of shares of Common Stock
         included in a Registration  Statement  required to be filed as provided
         in  this  Section  2(a)  and  remaining  unsold   thereunder  shall  be
         insufficient to cover the resale of Registrable Securities in an amount
         at  least  equal  to the sum of (x) 125% of the  number  of  Underlying
         Shares that would be issuable upon conversion in full of the Note, plus
         (y) 100% of the number of Warrant Shares  issuable upon exercise of the
         Warrant  outstanding at such time in full for cash, in each case in the
         preceding  clauses  (x)  and  (y)  determined  without  regard  to  any
         restrictions on beneficial ownership contained in the Note, the Warrant
         or the Purchase Agreement, then promptly, but in no event later than 30
         days after such insufficiency  shall occur, the Company shall file with
         the SEC an additional  Registration Statement on Form S-3 covering such
         number of shares of Common Stock as shall be  sufficient  to cover such
         amount.  Except as set forth above, the requirements  with respect to a
         subsequent Registration Statement shall be the same as those applicable
         to the initial Registration Statement.

                  (II) ADDITIONAL REGISTRABLE  SECURITIES.  At any time and from
         time to time,  promptly  following the written  demand of the Purchaser
         following the issuance of any Additional Registrable Securities, and in
         any event  within 30 days  following  such  demand,  the Company  shall
         prepare and file with the SEC either a new Registration  Statement or a
         post-effective  amendment to a previously filed Registration Statement,
         to the extent  permitted  under the 1933 Act,  on Form S-3 (or, if Form
         S-3 is not then available to the Company,  on such form of registration
         statement as is then available to effect a  registration  for resale of
         the  Additional  Registrable  Securities)  covering  the  resale of the
         Additional  Registrable  Securities in an amount equal to the number of
         Additional  Registrable  Securities.  Such Registration  Statement also
         shall cover,  to the extent  allowable under the 1933 Act and the rules


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         promulgated  thereunder (including Rule 416), such indeterminate number
         of additional shares of Common Stock resulting from stock splits, stock
         dividends  or  similar  transactions  with  respect  to the  Additional
         Registrable Securities.  The Registration Statement (and each amendment
         or supplement  thereto)  shall be provided in  accordance  with Section
         3(c) to the  Purchaser  and its  counsel  prior to its  filing or other
         submission.
                  (iii)  If  the  Company  proposes  to  file  with  the  SEC  a
         registration  statement (other than on Form S-8) relating to securities
         other  than  the  Registrable   Securities  or  Additional  Registrable
         Securities,  then on or before  the date the  Company  files such other
         registration  statement  with  the  SEC  the  Company  shall  file  the
         Registration Statement required by Section 2(a)(i) with the SEC. In any
         such case, the Company shall not request  acceleration of effectiveness
         of such other registration  statement unless  simultaneously  therewith
         the Company requests  acceleration of effectiveness of the Registration
         Statement  to the same  date and time as so  requested  for such  other
         registration statement.

                  (b) Expenses.  The Company  will pay all  expenses  associated
         with each registration,  including the Purchaser's  reasonable expenses
         (including   reasonable   attorneys   fees)  in  connection   with  the
         registration   but   excluding   discounts,    commissions,   fees   of
         underwriters,  selling brokers,  dealer managers or similar  securities
         industry  professionals.

                  (c) Effectiveness.

                  (i) The  Company  shall use  its  best  efforts  to  have each
         Registration  Statement declared effective as soon as practicable after
         it is filed with the SEC. If (A) the Company fails to file with the SEC
         a Registration  Statement on or before the date by which the Company is
         required to file the Registration Statement pursuant to Section 2(a)(i)
         above,  (B) the  Company  fails to file  with the SEC the  Registration
         Statement  covering  Additional  Registrable  Securities within 30 days
         following   demand  of  the  Purchaser   relating  to  the   Additional
         Registrable  Securities  to be covered  thereby,  (C) the  Registration
         Statement covering Registrable  Securities is not declared effective by
         the SEC within 90 days following the Closing Date, or the  Registration
         Statement covering  Additional  Registrable  Securities is not declared
         effective by the SEC within 90 days  following  demand of the Purchaser
         relating to the Additional Registrable Securities to be covered thereby
         (each, a "Registration  Date"), (D) after a Registration  Statement has
         been  declared  effective by the SEC,  sales cannot be made pursuant to
         such  Registration   Statement  for  any  reason   (including   without
         limitation  by reason of a stop  order,  or the  Company's  failure  to
         update the  Registration  Statement) but except as excused  pursuant to
         subparagraph  (ii)  below,  (E)  the  Common  Stock  generally  or  the
         Registrable  Securities (or  Additional  Registrable  Securities  after
         issuance)  specifically are not listed or included for quotation on the
         OTC Bulletin Board,  the Nasdaq,  the Nasdaq Small Cap, the NYSE or the
         AMEX (each an  "Approved  Market"),  or trading of the Common  Stock is
         suspended  or  halted  on  the  Approved   Market  which  at  the  time
         constitutes  the  principal  market  for the Common  Stock,  or (F) the
         Company  fails,   refuses  or  is  otherwise  unable  timely  to  issue
         Underlying  Shares upon  conversion of the Note or Warrant  Shares upon
         exercise  of the Warrant in  accordance  with the terms of the Note and
         the Warrant, or certificates therefor as required under the Transaction
         Documents,  then the Company  will make  payments to the  Purchaser  as
         partial  liquidated  damages for the  minimum  amount of damages to the
         Purchaser by reason thereof,  and not as a penalty,  at the rate of (1)


<PAGE>

         one percent (1%) of the purchase price of the Note and the Warrant paid
         by the  Purchaser  pursuant to the Purchase  Agreement for the first 30
         day period,  and (2) two percent (2%) of the purchase price of the Note
         and  the  Warrant  paid  by the  Purchaser  pursuant  to  the  Purchase
         Agreement for the each 30 day period  thereafter  (in either case,  pro
         rated for any period less than 30 days), during which any of the events
         described in clause (A),  (B), (C), (D), (E) or (F) above occurs and is
         continuing (the "Blackout Period").  Each such payment shall be due and
         payable  within five (5) days after the end of each  calendar  month of
         the Blackout  Period until the  termination of the Blackout  Period and
         within five (5) days after such termination.  Such payments shall be in
         partial  compensation  to the  Purchaser,  and shall not constitute the
         Purchaser's exclusive remedy for such events. The Blackout Period shall
         terminate upon (v) the filing of the applicable  Registration Statement
         in the case of clauses (A) and (B) above; (w) the  effectiveness of the
         applicable  Registration  Statement  in the case of clauses (C) and (D)
         above;  (x) listing or inclusion  and/or trading of the Common Stock on
         an  Approved  Market,  as the case may be,  in the case of  clause  (E)
         above;  (y)  delivery  of such  shares or  certificates  in the case of
         clause  (F)  above;  and (z) in the  case of the  events  described  in
         clauses (C) or (D) above,  the earlier  termination of the Registration
         Period (as  defined in Section  3(a)  below).  The  amounts  payable as
         liquidated damages pursuant to this paragraph shall be payable,  at the
         option of the  Purchaser,  in lawful  money of the United  States or in
         shares of Common Stock valued for this purpose at the Conversion Price.
         Amounts  payable as liquidated  damages  hereunder shall cease when the
         Purchaser no longer holds the Note, the Warrant, Registrable Securities
         or Additional Registrable  Securities.

                  (ii)  For not more  than five (5) consecutive  Trading Days or
         for a total of not more  than 20  Trading  Days in any  consecutive  12
         month  period,  the  Company  may  delay  the  disclosure  of  material
         non-public  information  concerning  the  Company,  by  terminating  or
         suspending  effectiveness  of any  registration  contemplated  by  this
         Section, the disclosure of which information at the time is not, in the
         good faith opinion of the Company, in the best interests of the Company
         or would be unduly  detrimental  to the Company's  affairs (an "Allowed
         Delay");  provided,  that the  Company  shall  promptly  (a) notify the
         Purchaser in writing of the existence of (but in no event,  without the
         prior written consent of the Purchaser,  shall the Company  disclose to
         the Purchaser  any of the facts or  circumstances  regarding)  material
         non-public  information giving rise to an Allowed Delay, and (b) advise
         the  Purchaser  in  writing to cease all sales  under the  Registration
         Statement  until  the  end  of  the  Allowed  Delay.

                  (d)   Underwritten Offering.  If any  offering  pursuant  to a
         Registration  Statement  filed pursuant to Section 2(a) hereof involves
         an underwritten  offering, the Purchaser shall have the right to select
         an  investment  banker and manager to administer  the  offering,  which
         investment  banker or manager shall be reasonably  satisfactory  to the
         Company.

                  3. Company Obligations.  The Company will use its best efforts
         to effect the registration of the Registrable Securities and Additional
         Registrable  Securities  in  accordance  with  the  terms  hereof,  and
         pursuant thereto the Company will, as  expeditiously  as possible:
                  (a) use its best efforts to cause such Registration  Statement
         to become effective and to remain  continuously  effective for a period
         (the "Registration Period") that will terminate upon the earlier of (i)
         the date on which all Registrable  Securities or Additional Registrable


<PAGE>

         Securities  have  been  sold  (and the Note and the  Warrant  no longer
         remain outstanding),  (ii) the date on which all Registrable Securities
         or Additional Registrable  Securities,  as the case may be, may be sold
         pursuant  to Rule  144(k)  (and the Note and  Warrant no longer  remain
         outstanding), and (iii) the second anniversary of the Closing Date;
                  (b) prepare and file with the SEC such amendments,
         post-effective   amendments   and   prospectus   supplements   to   the
         Registration  Statement and the  Prospectus as may be necessary to keep
         the  Registration  Statement  effective  for the  period  specified  in
         Section 3(a) and to comply with the  provisions of the 1933 Act and the
         1934 Act with respect to the distribution of all Registrable Securities
         and  Additional  Registrable  Securities;  provided  that,  at  a  time
         reasonably  prior  to  the  filing  of  a  Registration   Statement  or
         Prospectus,  or any amendments or supplements thereto, the Company will
         furnish to the Purchaser copies of all documents  proposed to be filed,
         which  documents  will be  subject  to the  comments  of the  Purchaser
         provided  reasonably  promptly  after  receipt of such  documents;
                  (c)  permit counsel designated by the Purchaser to review each
         Registration   Statement  and   Prospectus   and  all   amendments  and
         supplements  thereto no fewer than seven (7) Business  Days (or as many
         Business  Days as possible if SEC rules do not allow such time for such
         review) prior to their filing with the SEC and not file any document to
         which such counsel reasonably objects;
                 (d) furnish to the Purchaser and its legal counsel (i) promptly
         after the same is prepared  and  publicly  distributed,  filed with the
         SEC, or received by the Company, one copy of any Registration Statement
         and any amendment thereto,  each preliminary  prospectus and Prospectus
         and each amendment or supplement thereto, and each letter written by or
         on behalf of the  Company to the SEC or the staff of the SEC,  and each
         item of  correspondence  from the SEC or the staff of the SEC,  in each
         case relating to such Registration Statement (other than any portion of
         any thereof which contains information for which the Company has sought
         confidential   treatment),   and  (ii)  such  number  of  copies  of  a
         Prospectus,  including a preliminary prospectus, and all amendments and
         supplements  thereto  and such other  documents  as the  Purchaser  may
         reasonably  request  in  order to  facilitate  the  disposition  of the
         Registrable  Securities and Additional  Registrable Securities owned by
         the Purchaser;
                  (e) in the event the Purchaser selects an underwriter  for the
         offering,  the Company  shall  enter into and  perform its  obligations
         under  an  underwriting   agreement,   in  usual  and  customary  form,
         including,   without   limitation,    customary   indemnification   and
         contribution obligations, with the underwriter of such offering;
                  (f) if required by the underwriter,  or if the Purchaser    is
         described in the Registration Statement as an underwriter,  the Company
         shall furnish, on the effective date of the Registration  Statement, on
         the  date  that  Registrable   Securities  or  Additional   Registrable
         Securities, as applicable, are delivered to an underwriter, if any, for
         sale in  connection  with the  Registration  Statement  and at periodic
         intervals  thereafter  from time to time on  request,  (i) an  opinion,
         dated as of such date, from independent legal counsel  representing the
         Company for purposes of such Registration Statement, in form, scope and
         substance as is customarily  given in an underwritten  public offering,
         addressed  to the  underwriter  and the  Purchaser,  and (ii) a letter,
         dated  such  date,  from the  Company's  independent  certified  public
         accountants  in  form  and  substance  as  is   customarily   given  by


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         independent   certified  public   accountants  to  underwriters  in  an
         underwritten  public  offering,  addressed to the  underwriter  and the
         Purchaser;
                  (g) to  prevent  the  issuance  of any  stop  order  or  other
         suspension of  effectiveness  and, if such order is issued,  obtain the
         withdrawal  of any such  order at the  earliest  possible  moment;
                  (h) furnish  to the  Purchaser  at least  five  copies  of the
         Registration  Statement  and  any  post-effective   amendment  thereto,
         including  financial  statements and schedules by air mail or reputable
         courier  within  three  (3)  Business  Days  after the  effective  date
         thereof;
                  (i) prior to any public offering of  Registrable Securities or
         Additional Registrable Securities,  use its best efforts to register or
         qualify or cooperate  with the  Purchaser and its counsel in connection
         with the registration or qualification of the Registrable Securities or
         Additional Registrable  Securities,  as applicable,  for offer and sale
         under the securities or blue sky laws of such  jurisdictions  requested
         by the  Purchaser  and do any and all other  reasonable  acts or things
         necessary or advisable to enable the distribution in such jurisdictions
         of the  Registrable  Securities  or Additional  Registrable  Securities
         covered  by the  Registration  Statement;
                  (j) cause all Registrable Securities or Additional Registrable
         Securities  covered by a  Registration  Statement  to be listed on each
         securities  exchange,  interdealer  quotation system or other market on
         which similar securities issued by the Company are then listed;
                  (k)  immediately  notify  the  Purchaser  at any  time  when a
         Prospectus  relating  to  the  Registrable   Securities  or  Additional
         Registrable  Securities is required to be delivered under the 1933 Act,
         upon discovery  that, or upon the happening of any event as a result of
         which, the Prospectus included in such Registration  Statement, as then
         in effect,  includes an untrue statement of a material fact or omits to
         state any material fact  required to be stated  therein or necessary to
         make the statements  therein,  in the light of the circumstances  under
         which made,  not  misleading,  and at the  request of any such  holder,
         promptly  prepare  and furnish to such  holder a  reasonable  number of
         copies of a supplement to or an amendment of such  Prospectus as may be
         necessary so that,  as thereafter  delivered to the  purchasers of such
         Registrable  Securities  or  Additional  Registrable   Securities,   as
         applicable,  such Prospectus shall not include an untrue statement of a
         material  fact or omit to state a material  fact  required to be stated
         therein or necessary to make the  statements  therein not misleading in
         the light of the circumstances then existing; and
                  (l)  otherwise  to  comply  with  all  applicable   rules  and
         regulations  of the SEC under the 1933 Act and the 1934 Act,  take such
         other  actions  as  may  be  reasonably  necessary  to  facilitate  the
         registration of the Registrable  Securities and Additional  Registrable
         Securities,  if  applicable,  hereunder;  and  make  available  to  its
         security holders, as soon as reasonably practicable, but not later than
         the Availability  Date, an earnings  statement  covering a period of at
         least  12  months,   beginning   after  the  effective   date  of  each
         Registration  Statement,  which  earnings  statement  shall satisfy the
         provisions  of Section  11(a) of the 1933 Act (for the  purpose of this


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         subsection 3(l),  "Availability  Date" means the 45th day following the
         end of the fourth  fiscal  quarter  following  the fiscal  quarter that
         includes the  effective  date of such  Registration  Statement,  except
         that,  if  such  fourth  fiscal  quarter  is the  last  quarter  of the
         Company's fiscal year, "Availability Date" means the 90th day after the
         end of such fourth fiscal quarter).

                  4. Due Diligence Review;  Information.  The Company shall make
         available,  during normal business hours,  for inspection and review by
         the Purchaser,  advisors to and  representatives  of the Purchaser (who
         may or may not be affiliated  with the Purchaser and who are reasonably
         acceptable to the Company),  and any underwriter  participating  in any
         disposition of Common Stock on behalf of the Purchaser  pursuant to the
         Registration Statement or amendments or supplements thereto or any blue
         sky, NASD, or other filing,  all financial and other  records,  all SEC
         Filings  and  other  filings  with the  SEC,  and all  other  corporate
         documents and properties of the Company as may be reasonably  necessary
         for  the  purpose  of  establishing  a  due  diligence   defense  under
         applicable  securities  laws and such other  reasonable  purposes,  and
         cause  the  Company's  officers,  directors  and  employees,  within  a
         reasonable  time  period,  to supply  all such  information  reasonably
         requested  by the  Purchaser  or any such  representative,  advisor  or
         underwriter in connection with such Registration  Statement (including,
         without  limitation,  in response to all questions and other  inquiries
         reasonably made or submitted by any of them), prior to and from time to
         time after the filing and  effectiveness of the Registration  Statement
         for  the   sole   purpose   of   enabling   the   Purchaser   and  such
         representatives,   advisors  and   underwriters  and  their  respective
         accountants  and attorneys to conduct initial and ongoing due diligence
         with  respect  to the  Company  and the  accuracy  of the  Registration
         Statement.
                  The above to the contrary  notwithstanding,  the Company shall
         not disclose  material  nonpublic  information to the Purchaser,  or to
         advisors  to or  representatives  of the  Purchaser,  unless  prior  to
         disclosure of such information the Company  identifies such information
         as being  material  nonpublic  information  and provides the Purchaser,
         such advisors and  representatives  with the  opportunity  to accept or
         refuse to accept such material  nonpublic  information for review.  The
         Company  may, as a  condition  to  disclosing  any  material  nonpublic
         information   hereunder,   require   the   Purchaser's   advisors   and
         representatives to enter into a confidentiality agreement (including an
         agreement with such advisors and representatives  prohibiting them from
         trading  in  Common  Stock  during  such  period of time as they are in
         possession  of  material  nonpublic  information)  in  form  reasonably
         satisfactory  to the Company and the  Purchaser.  Nothing  herein shall
         require the Company to disclose material  nonpublic  information to the
         Purchaser or its advisors or representatives.





<PAGE>

                  5. Obligations of the Purchaser.
                  (a) The Purchaser shall furnish in writing to the Company such
         information regarding itself, the Registrable  Securities or Additional
         Registrable  Securities,  as  applicable,  held by it and the  intended
         method of  disposition  of the  Registrable  Securities  or  Additional
         Registrable Securities, as applicable, held by it, as shall be required
         by  the  1933  Act to  effect  the  registration  of  such  Registrable
         Securities or Additional  Registrable  Securities,  as applicable,  and
         shall execute such documents in connection  with such  registration  as
         the Company may  reasonably  request.  At least ten (10)  Business Days
         prior  to  the  first  anticipated  filing  date  of  any  Registration
         Statement  (or  such  shorter  period  as  may  be  agreed  to  by  the
         Purchaser),  the Company shall notify the Purchaser of the  information
         the Company requires from the Purchaser if the Purchaser's  Registrable
         Securities or Additional  Registrable  Securities are to be included in
         the Registration Statement.
                  (b)  The  Purchaser,  by its  acceptance  of  the  Registrable
         Securities and Additional  Registrable  Securities,  if any,  agrees to
         cooperate  with the Company as  reasonably  requested by the Company in
         connection with the preparation and filing of a Registration  Statement
         hereunder,  unless the Purchaser has notified the Company in writing of
         its election to exclude all of its Registrable Securities or Additional
         Registrable Securities, as applicable, from the Registration Statement.
                  (c) If the  Purchaser  determines to engage the services of an
         underwriter, which underwriter is reasonably acceptable to the Company,
         the Purchaser agrees to enter into and perform its obligations under an
         underwriting agreement, in usual and customary form, including, without
         limitation,  customary  indemnification  and contribution  obligations,
         with the  managing  underwriter  of such  offering  and take such other
         actions as are  reasonably  required in order to expedite or facilitate
         the   dispositions   of  the   Registrable   Securities  or  Additional
         Registrable Securities, as applicable.

                  (d) The Purchaser agrees that, upon receipt of any notice from
         the Company of the  happening  of any event  rendering  a  Registration
         Statement no longer  effective or available  for use by the  Purchaser,
         the Purchaser will immediately  discontinue  disposition of Registrable
         Securities  or  Additional   Registrable  Securities  pursuant  to  the
         Registration   Statement   covering  such  Registrable   Securities  or
         Additional Registrable Securities, until the Purchaser's receipt of the
         copies of the supplemented or amended Prospectus filed with the SEC and
         declared  effective  and, if so directed by the Company,  the Purchaser
         shall deliver to the Company (at the expense of the Company) or destroy
         all copies in the Purchaser's possession of the Prospectus covering the
         Registrable  Securities  or  Additional  Registrable   Securities,   as
         applicable, current at the time of receipt of such notice.
                  (e)  The  Purchaser  may   participate   in  any  third  party
         underwritten  registration  hereunder  unless it (i) agrees to sell the
         Registrable  Securities  or  Additional  Registrable   Securities,   as
         applicable,  on the basis provided in any underwriting  arrangements in
         usual and customary form entered into by the Purchaser,  (ii) completes
         and  executes  all  questionnaires,  powers of  attorney,  indemnities,
         underwriting  agreements and other documents  reasonably required under
         the terms of such  underwriting  arrangements,  and (iii) agrees to pay
         its pro rata share of all  underwriting  discounts and  commissions and
         any expenses in excess of those payable by the Company  pursuant to the
         terms of this Agreement.


<PAGE>


                  6. Indemnification.
                  (a)   Indemnification  by  Company.   The  Company  agrees  to
         indemnify and hold harmless,  to the fullest  extent  permitted by law,
         the Purchaser,  each investment  advisor and investment  sub-advisor of
         the  Purchaser  and  each  of  their  respective  officers,  directors,
         partners,  members  and  employees  and each  person who  controls  the
         Purchaser  (within  the  meaning of the 1933 Act)  against  all losses,
         claims,  damages,  liabilities,  costs (including,  without limitation,
         reasonable  attorney's fees) and expenses imposed on such person caused
         by (i) any  untrue or  alleged  untrue  statement  of a  material  fact
         contained in any Registration Statement,  Prospectus or any preliminary
         prospectus or any  amendment or  supplement  thereto or any omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary  to make the  statements  therein not  misleading,
         except insofar as the same are based upon any information  furnished in
         writing to the Company by the Purchaser,  expressly for use therein, or
         (ii) any violation by the Company of any federal,  state or common law,
         rule or regulation  applicable  to the Company in  connection  with any
         Registration Statement,  Prospectus or any preliminary  prospectus,  or
         any amendment or supplement thereto,  and shall reimburse in accordance
         with  subparagraph  (c) below,  each of the  foregoing  persons for any
         legal and any other  expenses  reasonably  incurred in connection  with
         investigating or defending any such claims. The foregoing is subject to
         the condition that, insofar as the foregoing  indemnities relate to any
         untrue  statement,  alleged  untrue  statement,   omission  or  alleged
         omission  made in any  preliminary  prospectus  or  Prospectus  that is
         eliminated  or remedied in any  Prospectus  or amendment or  supplement
         thereto, the above indemnity obligations of the Company shall not inure
         to the  benefit of any  indemnified  party if a copy of such  corrected
         Prospectus or amendment or supplement thereto had been provided to such
         indemnified  party and was not sent or given by such indemnified  party
         at or prior to the time such action was  required  of such  indemnified
         party by the 1933 Act and if delivery of such  Prospectus  or amendment
         or  supplement  thereto  would have  eliminated  (or been a  sufficient
         defense to) any  liability  of such  indemnified  party with respect to
         such  statement  or omission.  Indemnity  under this Section 6(a) shall
         remain in full force and effect regardless of any investigation made by
         or on behalf of any indemnified party and shall survive the transfer of
         the Registrable Securities and Additional Registrable Securities.

                  (b)  Indemnification  by  Purchaser.  In  connection  with any
         registration  pursuant to the terms of this  Agreement,  the  Purchaser
         will furnish to the Company in writing such  information as required by
         the 1933  Act  concerning  the  Purchaser  or the  proposed  manner  of
         distribution for use in connection with any  Registration  Statement or
         Prospectus  and agrees to indemnify and hold  harmless,  to the fullest
         extent permitted by law, the Company, its directors, officers, and each
         person who  controls  the Company  (within the meaning of the 1933 Act)
         against any losses, claims, damages, liabilities and expense (including
         reasonable  attorney's  fees) resulting from any untrue  statement of a
         material  fact or any omission of a material fact required to be stated
         in the Registration  Statement or Prospectus or preliminary  prospectus
         or amendment or supplement  thereto or necessary to make the statements
         therein not misleading, to the extent, but only to the extent that such
         untrue statement or omission is contained in any information  furnished
         in writing by such Purchaser to the Company  specifically for inclusion
         in such Registration Statement or Prospectus or amendment or supplement
         thereto and that such information was substantially  relied upon by the
         Company in preparation of the  Registration  Statement or Prospectus or
         any amendment or supplement thereto. In no event shall the liability of


<PAGE>

         the  Purchaser  be  greater  in amount  than the  dollar  amount of the
         proceeds (net of the cost of the Registrable  Securities and Additional
         Registrable  Securities sold and all expenses paid by the Purchaser and
         not  reimbursed  by the  Company  and the  amount  of any  damages  the
         Purchaser has  otherwise  been required to pay by reason of such untrue
         statement or omission)  received by the Purchaser  upon the sale of the
         Registrable Securities or Additional Registrable Securities included in
         the  Registration   Statement  giving  rise  to  such   indemnification
         obligation.
                  (c)  Conduct  of  Indemnification   Proceedings.   Any  person
         entitled to  indemnification  hereunder shall (i) give prompt notice to
         the  indemnifying  party of any claim  with  respect  to which it seeks
         indemnification,  (ii)  permit  such  indemnifying  party to assume the
         defense of such  claim  with  counsel  reasonably  satisfactory  to the
         indemnified  party,  and  (iii) by notice  to the  indemnifying  party,
         require the indemnifying party to assume the defense of such claim with
         counsel  reasonably  satisfactory to the indemnified  party;  provided,
         however,  that any person entitled to  indemnification  hereunder shall
         have the right to employ  separate  counsel and to  participate  in the
         defense of such claim,  but the fees and expenses of such counsel shall
         be at the expense of such person unless (a) the indemnifying  party has
         agreed  to pay such fees or  expenses,  or (b) the  indemnifying  party
         shall  have  failed to assume  the  defense  of such  claim and  employ
         counsel  reasonably   satisfactory  to  such  person,  or  (c)  in  the
         reasonable  judgment of any such person,  based upon written  advice of
         its counsel,  a conflict of interest exists between such person and the
         indemnifying  party with respect to such claims (in which case,  if the
         person  notifies  the  indemnifying  party in writing  that such person
         elects to employ  separate  counsel at the expense of the  indemnifying
         party,  the  indemnifying  party shall not have the right to assume the
         defense of such claim on behalf of such person); and provided, however,
         further,  that the failure of any  indemnified  party to give notice as
         provided  herein  shall  not  relieve  the  indemnifying  party  of its
         obligations  hereunder,  except to the extent that such failure to give
         notice shall materially  adversely affect the indemnifying party in the
         defense  of any such claim or  litigation.  It is  understood  that the
         indemnifying  party shall not, in connection with any proceeding in the
         same  jurisdiction,  be liable  for fees or  expenses  of more than one
         separate  firm  of  attorneys  at any  time  for all  such  indemnified
         parties.  No indemnifying  party will,  except with the consent of each
         indemnified  party,  consent to entry of any judgment or enter into any
         settlement that does not include as an  unconditional  term thereof the
         giving by the  claimant or  plaintiff  to such  indemnified  party of a
         release from all liability in respect of such claim or litigation.
                  (d)  Contribution.  If  for  any  reason  the  indemnification
         provided for in the preceding  paragraphs (a) and (b) is unavailable to
         an indemnified party or insufficient to hold it harmless, other than as
         expressly   specified  therein,   then  the  indemnifying  party  shall
         contribute to the amount paid or payable by the indemnified  party as a
         result of such loss,  claim,  damage or liability in such proportion as
         is appropriate to reflect the relative fault of the  indemnified  party
         and the  indemnifying  party,  as well as any other relevant  equitable
         considerations. No person guilty of fraudulent misrepresentation within
         the  meaning  of  Section  11(f) of the 1933 Act shall be  entitled  to
         contribution   from  any   person   not   guilty  of  such   fraudulent
         misrepresentation.  In no event shall the contribution  obligation of a
         holder of Registrable  Securities or Additional  Registrable Securities
         be greater in amount than the dollar amount of the proceeds (net of the
         cost of the Registrable Securities or Additional Registrable Securities


<PAGE>

         sold and all  expenses  paid by such holder and not  reimbursed  by the
         Company and the amount of any damages  such holder has  otherwise  been
         required to pay by reason of such untrue or alleged untrue statement or
         omission  or  alleged  omission)  received  by it upon  the sale of the
         Registrable Securities or Additional Registrable Securities giving rise
         to such contribution obligation.
                  7. Miscellaneous.
                  (a) Amendments and Waivers. This Agreement may be amended only
         by a writing signed by the Company and the  Purchaser.  The Company may
         take any action  herein  prohibited,  or omit to perform any act herein
         required to be performed by it, only if the Company shall have obtained
         the  written  consent of the  Purchaser  to such  amendment,  action or
         omission to act.
                  (b) Notices. All notices and other communications provided for
         or permitted hereunder shall be made as set forth in Section 9.4 of the
         Purchase Agreement.
                  (c) Assignments and Transfers by Purchaser. This Agreement and
         the rights and  obligations of the Purchaser  hereunder may be assigned
         or  transferred in whole to any transferee or assignee of the Note, the
         Warrant,  the  Registrable  Securities  or the  Additional  Registrable
         Securities  or in part to any  transferee  or  assignee  of any portion
         thereof,  except as otherwise set forth herein.  The Purchaser may make
         such  assignment or transfer to any transferee or assignee of the Note,
         the Warrant, the Registrable  Securities or the Additional  Registrable
         Securities;  provided, that (i) such transfer is made expressly subject
         to this Agreement and the  transferee  agrees in writing to be bound by
         the terms and conditions  hereof, and (ii) the Company is provided with
         written notice of such assignment.
                  (d) Assignments  and Transfers by the Company.  This Agreement
         may not be assigned by the Company without the prior written consent of
         the  Purchaser  but,  in any case of any  successor-in-interest  to the
         Company  or any  Person  other  than the  Company  who is an  issuer of
         Registrable  Securities  or  Additional  Registrable  Securities,  such
         successor-in-interest   or  other  issuer  shall  assume,  jointly  and
         severally  with the  Company,  the  rights  and  duties of the  Company
         hereunder,  in the event of a merger or  consolidation  of the  Company
         with or into another  corporation  or the sale of all or  substantially
         all of the  Company's  assets (and it shall be a condition  to any such
         merger,  consolidation or sale that such successor-in-interest or other
         issuer  assume  in  writing  all  obligations   hereunder  jointly  and
         severally with the Company).
                  (e) Benefits of the  Agreement.  The terms and  conditions  of
         this  Agreement  shall inure to the benefit of and be binding  upon the
         respective permitted successors and assigns of the parties.  Nothing in
         this  Agreement,  express or  implied,  is  intended to confer upon any
         party  other  than the  parties  hereto or their  respective  permitted
         successors   and  assigns  any  rights,   remedies,   obligations,   or
         liabilities  under or by reason of this Agreement,  except as expressly
         provided in this Agreement.
                  (f)  Counterparts.  This  Agreement  may be executed in two or
         more counterparts,  each of which shall be deemed an original,  but all
         of which together shall constitute one and the same instrument.
                  (g) Titles and  Subtitles.  The titles and  subtitles  used in
         this  Agreement  are  used  for  convenience  only  and  are  not to be
         considered in construing or interpreting this Agreement.


<PAGE>

                  (h) Severability.  If one or more provisions of this Agreement
         are held to be unenforceable under applicable law, such provision shall
         be excluded from this Agreement and the balance of this Agreement shall
         be  interpreted  as if such  provision  were so  excluded  and shall be
         enforceable  in  accordance  with  its  terms  to  the  fullest  extent
         permitted by law.
                  (i) Further Assurances.  The parties shall execute and deliver
         all such  further  instruments  and  documents  and take all such other
         actions as may  reasonably  be required  to carry out the  transactions
         contemplated  hereby and to evidence the  fulfillment of the agreements
         herein contained.
                  (j)  Entire  Agreement.  This  Agreement,  together  with  the
         Purchase Agreement, the Note and the Warrant and documents contemplated
         thereby,  is  intended by the  parties as a final  expression  of their
         agreement and intended to be a complete and exclusive  statement of the
         agreement  and  understanding  of the parties  hereto in respect of the
         subject matter  contained  herein.  This  Agreement,  together with the
         Purchase Agreement, the Note and the Warrant and documents contemplated
         thereby, supersedes all prior agreements and understandings between the
         parties with respect to such subject matter.
                  (K) APPLICABLE  LAW;  JURISDICTION.  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 the Purchase  Agreement (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.  The Company hereby
         waives  any right to a jury  trial in  connection  with any  litigation
         pursuant to this Agreement.


                            [Signature Page Follows]









<PAGE>



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

                              THE COMPANY:

                              KNIGHTSBRIDGE FINE WINES, INC.


                              By:  /s/ Joel Shapiro
                                   ---------------------------------------
                              Name:   Joel Shapiro
                              Title:  President & CEO



                              THE PURCHASER:

                              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, LLC,
                                             its General Partner

                               By:  /s/ Warren Garden
                                    --------------------------------------
                                        Warren W. Garden, Authorized Agent





</TEXT>
</DOCUMENT>
