Notice of Conversion Price Adjustment under 7.5% Senior Secured Convertible Note between Knightsbridge Fine Wines, Inc. and Gryphon Master Fund, L.P.

Summary

Knightsbridge Fine Wines, Inc. notifies Gryphon Master Fund, L.P. that the conversion price for a $5,500,000 convertible note, originally issued on April 21, 2004, has been adjusted to $0.55 per share. This adjustment is made in accordance with the terms of the note, following the company's issuance of additional shares under a separate stock purchase agreement. The notice confirms the new conversion price as required by the note's provisions.

EX-10.4 5 kfwiex10four.txt NOTICE OF CONVERSION PRICE ADJUSTMENT 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