Exhibit 10.4

                       SECOND AMENDMENT TO EXTEND LEASE
                       DATED NOVEMBER 23, 1994 ("LEASE")
                         BY AND BETWEEN BRUCE K. HOYT
                          AND GEERLINGS & WADE, INC.

Whereas the Lease of November 23, 1994 by and between Bruce K. Hoyt (the
"Lessor") and Geerlings & Wade, Inc. (the "Lessee") has an expiration of
February 28, 1998 (the "Lease") and the First Amendment to the Lease of March
18, 1998 has an expiration of February 28, 2001 and;

Whereas Lessor and Lessee desire to extend the term of this Lease for an
additional fifteen (15) months.

Now, therefore, in consideration of rents reserved and of the covenants and
agreements herein set forth, it is agreed that the Lease be hereby amended from
and after the date hereof as follows:

     1.   The Lease shall terminate on May 31, 2002.

     2.   Lessee shall pay to Lessor as Base Rent:

             Months 1 - 15 (March, 2001 thru May, 2002)  $1,750.00

     3.   Paragraph 11.1(1) shall be replaced with "Tenant shall fail to pay
          when due any installment of rent or any other payment pursuant to this
          Lease and the failure is not cured within five (5) days after written
          notice to Tenant."

     4.   In the third sentence of Paragraph 14.5 replace "...shall be deemed
          delivered (whether or not actually received) when deposited in" with
          "...shall be deemed delivered when received by the person to whom the
          notice is addressed and sent via."

     5.   In paragraph 14.7 strike the word "personally" and the sentence "In
          the event any representation or warranty is false, all persons who
          execute this Lease shall be liable, individually, as Tenant."

     6.   Lessee shall have the right to renew this Lease for a period of
          thirty-six (36) months.  Tenant shall notify Lessor ninety (90) days
          prior to the expiration of this Lease Amendment if they are not
          exercising this option.  The rental rate for this renewal period will
          be:

             a.  Months 1-12 (June, 2002 thru May, 2003) $1,750.00
             b.  Months 13-24 (June, 2003 thru May, 2004) $1,800.00
             c.  Months 25-36 (June, 2004 thru May, 2005) $1,850.00

     7.   All other terms and conditions of the Lease dated November 23, 1994
          shall remain unchanged.


     Agreed and acknowledged the 28th day of February, 2001:


LESSEE:                                 LESSOR:

Geerlings & Wade, Inc.                  Bruce K. Hoyt Company

By: /s/ David R. Pearce                 By: /s/ Bruce K. Hoyt
    -------------------                     -----------------
David R. Pearce, President              Bruce K. Hoyt, Owner
(Print Name and Title)

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