Irrevocable Escrow Agent Instructions between Knightsbridge Fine Wines, Inc., Armadillo Investments, Plc., and Gottbetter & Partners, LLP

Summary

This agreement involves Knightsbridge Fine Wines, Inc., Armadillo Investments, Plc., and Gottbetter & Partners, LLP as the escrow agent. It provides irrevocable instructions for the escrow agent to release certain shares or proceeds held in escrow to a specified party, Warren W. Garden, P.C., in accordance with the terms of a prior Escrow Agreement. Gryphon Master Fund, L.P. is recognized as a third-party beneficiary, as it is relying on these instructions to enter into a Debt Restructuring Agreement.

EX-10.3 4 kfwiex10three.txt IRREVOCABLE ESCROW AGENT INSTRUCTIONS IRREVOCABLE ESCROW AGENT INSTRUCTIONS KNIGHTSBRIDGE FINE WINES, INC. September 24, 2004 Gottbetter & Partners, LLP 488 Madison Ave. New York, New York 10022 Attn: Adam S. Gottbetter, Esq. Dear Mr. Gottbetter: Reference is made to that certain Escrow Agreement (the "Escrow Agreement"), dated as of June 22, 2004, by and among Knightsbridge Fine Wines, Inc., a Nevada corporation (the "Company"), Armadillo Investments, Plc. (the "Purchaser") and Gottbetter & Partners, LLP (the "Escrow Agent"), pursuant to which the Company has deposited 2,222,222 Ordinary shares of the Purchaser (the "Ordinary Shares") with the Escrow Agent. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the Escrow Agent pursuant to the Escrow Agreement at such time) to release the Ordinary Shares and Stock Powers and/or any proceeds of the sale of the Ordinary Shares to the Purchaser or any other person pursuant to the terms of the Escrow Agreement, at any time that such Ordinary Shares, Stock Powers and/or proceeds are available for release from escrow to the Company, to the following person: Warren W. Garden, P.C. 100 Crescent Court Suite 490 Dallas, Texas 75201 Attn: Warren W. Garden, Esq. Please be advised that Gryphon Master Fund, L.P. is relying upon this letter as an inducement to enter into a certain Debt Restructuring Agreement and, accordingly, Gryphon Master Fund, L.P. is a third party beneficiary to these instructions. Please execute this letter in the space indicated to acknowledge your agreement to act in accordance with these instructions. Should you have any questions concerning this matter, please contact me at ###-###-####. 1 Very truly yours, Knightsbridge Fine Wines, Inc. By: ----------------------------- Name: Jake Shapiro Title: President and CEO ACKNOWLEDGED AND AGREED: Gottbetter & Partners, LLP By: -------------------------------- Name: Adam S. Gottbetter Title: Managing Partner 2