IRREVOCABLE ESCROW AGENT INSTRUCTIONS
KNIGHTSBRIDGE FINE WINES, INC.
September 24, 2004
Gottbetter & Partners, LLP
000 Xxxxxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxxxxxx, Esq.
Dear Xx. Xxxxxxxxxx:
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:
Xxxxxx X. Garden, P.C.
000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx X. 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 (000) 000-0000.
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Very truly yours,
Knightsbridge Fine Wines, Inc.
By:
-----------------------------
Name: Xxxx Xxxxxxx
Title: President and CEO
ACKNOWLEDGED AND AGREED:
Gottbetter & Partners, LLP
By:
--------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Partner
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