KNIGHTSBRIDGE FINE WINES INC
NOTICE OF CONVERSION PRICE ADJUSTMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>kfwiex10four.txt
<DESCRIPTION>NOTICE OF CONVERSION PRICE ADJUSTMENT
<TEXT>
                      NOTICE OF CONVERSION PRICE ADJUSTMENT

                         Knightsbridge Fine Wines, Inc.
                             One Kirkland Ranch Road
                             Napa, California 94558

                               September 24, 2004


Gryphon Master Fund, L.P.
100 Crescent Court
Suite 490
Dallas, Texas  75201

Gentlemen:

         Reference is made to 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 the  undersigned to you (the "Note").  Capitalized  terms used in this
Notice shall have the meanings ascribed to such terms in the Note.

         Pursuant to Section  4(c)(v) of the Note, you are hereby  notified that
the Conversion Price has been adjusted pursuant to Section 4(c)(iii) of the Note
as a result of the  issuance by the Company of shares of Common  Stock or Common
Stock Equivalents pursuant to that certain Stock Purchase Agreement,  dated June
__, 2004, between the Company and Armadillo  Investments Plc. The Company hereby
confirms  that the  Conversion  Price  under the Note after such  adjustment  is
$0.55.

                                          Very truly yours,

                                          KNIGHTSBRIDGE FINE WINES, INC.



                                          By:
                                             -----------------------------------
                                                   Joel Shapiro, President & CEO




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</DOCUMENT>
