REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION  RIGHTS AGREEMENT (this  "AGREEMENT") is entered into
as of  ____________,  2002 by and  between  The  Chalone  Wine  Group,  Ltd.,  a
California  corporation  (the  "COMPANY"),   and  SFI  Intermediate  Limited,  a
____________  ("SFI") and Les Domaines  Baron de Rothschild  (Lafite),  a French
company  ("DBR").  DBR  and  SFI  are  individually  referred  to  herein  as  a
"PURCHASER" and collectively as the "PURCHASERS."

                                    RECITALS

         In order to induce the  Purchasers to enter into the  Convertible  Note
Purchase Agreement of even date herewith between the Company and the Purchasers,
the Company has agreed to provide the  registration  rights provided for in this
Agreement.  The execution of this Agreement is a condition to the closing of the
transactions contemplated by the Convertible Purchase Agreement.

         NOW, THEREFORE, the parties agree as follows:

Section 1:        CERTAIN DEFINITIONS.  For purposes of this Agreement, the
following terms shall have the following respective meanings:

         1.1      "APPLICABLE REGISTRATION STATEMENT" shall have the meaning
assigned thereto in SECTION 5.2 hereof.

         1.2      "COMMISSION" shall mean the Securities and Exchange
Commission,  or any other federal agency at the time  administering the Exchange
Act or the Securities Act,  whichever is the relevant statute for the particular
purpose.

         1.3      "COMMON  STOCK" shall mean the common stock of the Company,
no par value, or any other capital stock of the Company into which such stock is
reclassified or reconstituted.

         1.4      "CONVERTIBLE  NOTES" shall mean the subordinated  convertible
notes of the  Company to be issued and sold to the  Purchasers  pursuant  to the
Purchase  Agreement and any convertible  notes issued in exchange therefor or in
lieu thereof.

         1.5      "DEMAND  MANAGING  UNDERWRITER"  shall have the  meaning
assigned thereto in SECTION 5.4 hereof.

         1.6      "DEMAND  REGISTRABLE  SECURITIES"  shall have the meaning
assigned thereto in SECTION 2 hereof.

         1.7      "DEMAND  REGISTRATION  STATEMENT"  shall have the meaning
assigned thereto in SECTION 2 hereof.

         1.8      "DEMAND REQUEST" shall have the meaning assigned thereto in
SECTION 2 hereof.

         1.9      "EXCHANGE ACT" shall mean the  Securities  Exchange Act of
1934, or any successor thereto, as the same shall be amended from time to time.

                                       1.

<PAGE>

         1.10     "PERSON"  shall  mean a corporation, association, partnership,
limited liability company,  organization,  business,  individual,  government or
political subdivision thereof or governmental agency.

         1.11     "PIGGYBACK  MARKET  CUT-BACK" shall have the meaning  assigned
thereto in SECTION 4.3 hereof.

         1.12     "PIGGYBACK REGISTRABLE SECURITIES" shall have the meaning
assigned thereto in SECTION 4.1 hereof.

         1.13     "PIGGYBACK REGISTRATION STATEMENT" shall have the meaning
assigned thereto in SECTION 4.1 hereof.

         1.14     "PIGGYBACK  REQUEST" shall have the meaning  assigned  thereto
in SECTION 4.1 hereof.

         1.15     "PIGGYBACK UNDERWRITING AGREEMENT" shall have the meaning
assigned thereto in SECTION 4.2 hereof.

         1.16     "PURCHASE AGREEMENT" means the Convertible Note Purchase
Agreement of even date herewith between the Company and the Purchasers.

         1.17     "REGISTRABLE  SECURITIES"  means the  Shares  and any
securities  issued in respect of the  foregoing  as a result of any stock split,
stock dividend, recapitalization or similar transaction.

         1.18     "REGISTRATION EXPENSES" shall have the meaning assigned
thereto in SECTION 6 hereof.

         1.19     "S-3  REGISTRATION  STATEMENT"  shall  have the  meaning
assigned thereto in SECTION 3 hereof.

         1.20     "S-3 INITIATING  HOLDERS" shall have the meaning  assigned
thereto in SECTION 3 hereof.

         1.21     "SECURITIES  ACT" shall mean the  Securities  Act of 1933,
or any successor thereto, as the same shall be amended from time to time.

         1.22     "SHARES"  means the shares of Common Stock issued or issuable
upon conversion of the Convertible Notes.

         1.23     "SUSPENSION  CONDITION" shall have the meaning assigned
thereto in SECTION 5.5 hereof.

Section 2:        DEMAND REGISTRATION. If at any time prior to the fifth
anniversary  of the date of this  Agreement  the Company  shall  receive  from a
Purchaser a written  request (a "DEMAND  REQUEST") that the Company  register on
Form S-1, Form S-2 or any successor  form of  registration  under the Securities
Act, or, if available,  on Form S-3 or any successor form of registration  under
the Securities Act (or if such form is not available, any registration statement

                                       2

<PAGE>

form then  available to the Company)  Registrable  Securities,  then the Company
shall (a) promptly  given  written  notice to the other  Purchaser of the Demand
request and (b) prepare and file with the Commission as soon as practicable, but
in no event  later  than  forty-five  (45) days  after  receipt  of such  Demand
Request, a registration statement (a "DEMAND REGISTRATION  STATEMENT") to effect
such  registration.  The  Company  shall  use its  best  efforts  to  cause  the
Registrable  Securities  specified in such Demand Request,  together with all of
such portion of the  Registrable  Securities of the other  Purchaser  joining in
such request as are specified in a written  request within 10 days after receipt
of such written notice from the Company, (collectively,  the "DEMAND REGISTRABLE
SECURITIES")  to become or be declared  effective  as soon as  practicable.  The
Company shall provide copies of all  correspondence to, and from, the Commission
within twenty-four (24) hours after receipt, or delivery, as the case may be, of
any such correspondence.  Each such Demand Request shall: (a) include an initial
request to register Registrable Securities having an aggregate offering value of
not less than the lesser of all of the Registrable  Securities then owned by the
Purchaser or $5 million (or Registrable  Securities having an aggregate offering
value of not less than $5 million when combined with a concurrent Demand Request
from the  other  Purchaser);  (b)  specify  the  number  of  Demand  Registrable
Securities  intended to be offered and sold by the Purchaser  pursuant  thereto;
(c)  express  the  present  intention  of the  Purchaser  to offer or cause  the
offering  of  such  Demand  Registrable   Securities  pursuant  to  such  Demand
Registration  Statement,  (d) describe the nature or method of  distribution  of
such  Demand  Registrable   Securities  pursuant  to  such  Demand  Registration
Statement (including, in particular,  whether the Purchaser plans to effect such
distribution  by means of an underwritten  offering);  (e) identify the proposed
Demand  Managing  Underwriter,  if any; and (f) contain the  undertaking  of the
Purchaser  to  provide  all such  information  and  materials  and take all such
actions as may be  required  in order to permit the  Company to comply  with all
applicable  requirements  of the Securities  Act, the Exchange Act and the rules
and  Regulations  of the  Commission  thereunder,  and  to  obtain  any  desired
acceleration of the effective date of such Demand Registration Statement.

Section 3:        FORM S-3  REGISTRATION.  If the  Company is  eligible to use
Form S-3 under the  Securities  Act (or any  similar  successor  form) and shall
receive from a Purchaser  and its  permitted  transferees  (the "S-3  INITIATING
HOLDERS") a written  request or requests that the Company  effect a registration
on such Form S-3  pursuant  to Rule 415 of the  Securities  Act and any  related
qualification  or  compliance  with  respect  to all or part of the  Registrable
Securities  owned by the S-3  Initiating  Holders and its permitted  transferees
(provided that the S-3 Initiating Holders registering  Registrable Securities in
such registration  together with all other holders of Registrable  Securities to
be included in such registration propose to sell their Registrable Securities at
an  aggregate  price  to the  public  (net  of any  underwriters'  discounts  or
commissions)  of no less than  $1,000,000),  the Company shall then (a) promptly
given written notice to the other Purchaser of the proposed registration and (b)
prepare and file with the  Commission  as soon as  practicable,  but in no event
later than  forty-five  (45) days after receipt of such request,  a registration
statement  (a "S-3  REGISTRATION  STATEMENT")  to effect such  registration.  No
registration  requested by any S-3 Initiating Holders pursuant to this SECTION 3
shall be deemed a  registration  pursuant  to  SECTION  2.  Notwithstanding  the
foregoing,  the Company shall not be obligated to effect a registration  on From
S-3  pursuant to this  SECTION 3 within 180 days after the  effective  date of a
registration statement subject to SECTION 4 or if the Company has, within the 12
month period preceding a request already effected two  registrations on Form S-3
pursuant to this SECTION 3

                                       3

<PAGE>

Section 4:        PIGGYBACK REGISTRATION.

         4.1      If at any time from and after the date  hereof,  the Company
shall determine to register any of its securities,  whether for sale for its own
account  or for  the  account  of any  other  Person,  other  than  registration
statements relating to (i) employee,  consultant or distributor  compensation or
incentive  arrangements,  including employee benefit plans, or (ii) acquisitions
or any  transaction or  transactions  under Rule 145 under the Securities Act or
any successor rule with similar effect,  then the Company will promptly give the
Purchasers written notice thereof and include in such registration  statement (a
"PIGGYBACK  REGISTRATION  STATEMENT") and in any underwriting  involved therein,
all Registrable Securities (the "PIGGYBACK REGISTRABLE SECURITIES") specified in
a written request made by each Purchaser (a "PIGGYBACK REQUEST") within 10 (ten)
business  days (or such later  time as the  underwriters  may allow in  writing)
after receipt of such written notice from the Company.

         4.2      If the Piggyback  Registration Statement of which the Company
gives notice is for an  underwritten  offering or the Company  proposes to do an
underwritten take down from an unallocated or universal shelf registration,  the
Company  shall so advise the  Purchasers  as a part of the written  notice given
pursuant to SECTION 4.1. In such event, the right of a Purchaser to registration
pursuant to this SECTION 4 (or to  participate in an  underwritten  take down in
the case of an unallocated or universal shelf registration) shall be conditioned
upon the agreement of the Purchaser to participate in such  underwriting  and in
the inclusion of such Piggyback  Registrable  Securities in the  underwriting to
the extent provided herein.  The Purchasers shall (together with the Company and
any  other  holders  distributing  securities  in  such  Piggyback  Registration
Statement,  if  any)  enter  into  an  underwriting  agreement  (the  "PIGGYBACK
UNDERWRITING  AGREEMENT") in customary form with the underwriter or underwriters
selected for such underwriting by the Company. If a Purchaser disapproves of the
terms of any such  underwriting,  it may elect to withdraw  therefrom by written
notice to the Company and the managing  underwriters.  Any Piggyback Registrable
Securities excluded from such underwriting shall be excluded from such Piggyback
Registration Statement.

         4.3      Notwithstanding  any other  provision  of this  Agreement,
if  the  managing  underwriters  of  any  underwritten  offering  pursuant  to a
Piggyback Request determine,  in their sole discretion that, after including all
the shares proposed to be offered by the Company and all the shares of any other
Persons  entitled  to  registration   rights  with  respect  to  such  Piggyback
Registration   Statement  (pursuant  to  other  agreements  with  the  Company),
marketing  factors  require a limitation of the number of Piggyback  Registrable
Securities to be underwritten (a "PIGGYBACK MARKET CUT-BACK"), the Company shall
include in the registration (i) in the event that such registration is on behalf
of  shareholders  of the Company having demand  registration  rights under other
agreements with the Company (A) first, the securities requested to be registered
by such other shareholders, and (B) second, the Piggyback Registrable Securities
requested to be included in the registration and securities,  if any,  requested
to be  included by others  having  these  rights,  pro rata among the holders of
Piggyback Registrable Securities which are to be registered and sold pursuant to
the Piggyback  Registration Statement and others exercising these rights, on the
basis of the number of  securities  requested  to be  included by the holders of
such Piggyback  Registrable  Securities and the others  exercising these rights;
and (ii) in the event that such  registration  is on behalf of the Company,  (A)
first,  the  securities  that the  Company  proposes to sell,  (B)  second,  the
Piggyback Registrable Securities requested to be

                                       4

<PAGE>

included in the registration and securities, if any, requested to be included by
others  having  these  rights,  pro rata  among  the  holders  of the  Piggyback
Registrable  Securities  which are to be  registered  and sold  pursuant to such
Piggyback  Registration  Statement and others  exercising  these rights,  on the
basis of the number of the  Piggyback  Registrable  Securities  requested  to be
included  by  holders  of such  Piggyback  Registrable  Securities,  and  others
exercising  these  rights;  provided,  however,  in no event shall the amount of
Piggyback Registrable  Securities of the Purchasers included in the underwriting
on behalf of the Company  (together with any other  securities of the Purchasers
being  included  in the  underwriting  pursuant  to  other  agreements  with the
Company) be reduced below thirty percent (30%) of the total amount of securities
included in such offering.

         4.4      Except to the extent specifically provided  in this  SECTION 4
hereof, the procedures to be followed by the Company and the Purchasers, and the
respective  rights and  obligations  of the  Company  and the  Purchasers,  with
respect to the  distribution  of any  Piggyback  Registrable  Securities  by the
Purchasers pursuant to any Piggyback Registration Statement filed by the Company
shall be as set  forth in the  Piggyback  Underwriting  Agreement,  or any other
agreement or agreements governing the distribution of such Piggyback Registrable
Securities pursuant to such Piggyback Registration Statement.

         4.5      Notwithstanding the foregoing,  however, nothing in this
SECTION 4, or any other provision of this Agreement, shall be construed to limit
the absolute right of the Company, for any reason and in its sole discretion (i)
to  delay,  suspend  or  terminate  the  filing  of any  Piggyback  Registration
Statement;  (ii)  to  delay  the  effectiveness  of any  Piggyback  Registration
Statement; or (iii) to withdraw such Piggyback Registration Statement.

Section 5:        DEMAND  REGISTRATION  AND S-3  REGISTRATION PROCEDURES, RIGHTS
AND  OBLIGATIONS.  The  procedures  to  be  followed  by  the  Company  and  the
Purchasers,  and the  respective  rights and  obligations of the Company and the
Purchasers, with respect to the preparation,  filing and effectiveness of Demand
Registration Statements and S-3 Registration Statements,  respectively,  and the
distribution  of  Demand  Registrable  Securities  and  Registrable  Securities,
respectively, pursuant thereto, are as follows:

         5.1      A Purchaser  shall not be entitled to make more than two (2)
Demand Requests;  provided,  however,  that if any Demand Request:  (i) does not
result  in  the  corresponding  Demand  Registration  Statement  being  declared
effective by the  Commission;  (ii) is withdrawn by the Purchaser  following the
imposition  of an order by the  Commission  with  respect  to the  corresponding
Demand Registration  Statement;  (iii) is withdrawn by the Purchaser as a result
of the exercise by the Company of its suspension rights pursuant to this SECTION
5; or (iv) is  withdrawn  if the  Purchaser  shall  have  learned  of a material
adverse change in the condition,  business or prospects of the Company different
than that known to the Purchaser at the time the Purchaser  shall have initiated
the Demand Request (other than a decline in the Company's stock price since such
time unless,  however,  the Purchaser agrees to pay, or otherwise  reimburse the
Company,  for all  Registration  Expenses)  that  makes  the  proposed  offering
unreasonable  in the good faith  judgment  of the  Purchaser,  then such  Demand
Request  in the  event of any of (i)  through  (iv)  shall not count as a Demand
Request for any  purpose.  A  Purchaser  shall not make more than one (1) Demand
Request within any 180-day period. Any Demand Request that is

                                       5

<PAGE>

withdrawn by a Purchaser  for any reason other than as set forth in the previous
sentence shall count as a Demand Request.

         5.2      The  Company shall use its  best   efforts  to  maintain   the
effectiveness  of  each  Demand  Registration  Statement  and  S-3  Registration
Statement (each an "APPLICABLE  REGISTRATION  STATEMENT")  until the earliest to
occur of: (i) the sale or other disposition of all of the Registrable Securities
registered on the Applicable  Registration Statement and (ii) one hundred twenty
(120)  days  after  the  effective  date  of any  such  Applicable  Registration
Statement.

         5.3      The  Company  shall  prepare  and  file  with the  Commission
such amendments and supplements to each  Applicable  Registration  Statement and
each prospectus used in connection  therewith as may be necessary to make and to
keep such  Applicable  Registration  Statement  effective and to comply with the
provisions of the Securities  Act with respect to the sale or other  disposition
of all  Registrable  Securities  proposed  to be  distributed  pursuant  to such
Applicable  Registration  Statement until the earliest to occur of: (i) the sale
or other  disposition of all such Registrable  Securities so registered and (ii)
one hundred  twenty (120) days after the effective  date of any such  Applicable
Registration Statement.

         5.4      In connection with any underwritten  offering  pursuant to a
Demand  Registration  Statement,   the  Purchaser  holding  a  majority  of  the
Registrable Securities being registered by the Purchasers pursuant to the Demand
Request  shall  select one  investment  banking firm to serve as manager of such
offering  which must be  reasonably  acceptable  to the Company.  The manager is
hereinafter referred to as the "DEMAND MANAGING UNDERWRITER." The Company shall,
together with the  Purchasers,  enter into an  underwriting  agreement  with the
Demand Managing  Underwriter,  which  agreement  shall contain  representations,
warranties, indemnities and agreements then customarily included by an issuer in
underwriting  agreements  with respect to secondary  distributions  under demand
registration  statements or shelf registration  statements,  as the case may be,
and  shall  stipulate  that  the  Demand  Managing   Underwriter   will  receive
commissions and fees and other  remuneration in connection with the distribution
of any Demand Registrable Securities or Registrable Securities thereunder.

         5.5      Notwithstanding any other provision of this Agreement, in the
event that the Company  determines  that:  (i) non-public  material  information
regarding  the  Company  exists,  the  immediate  disclosure  of which  would be
significantly disadvantageous to the Company; (ii) the prospectus constituting a
part of any Applicable  Registration  Statement covering the distribution of any
Registrable  Securities contains an untrue statement of a material fact or omits
to state a material fact required to be stated  therein or necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made,  not  misleading;  or (iii) an offering of  Registrable  Securities  would
materially  interfere  with any proposed  material  acquisition,  disposition or
other similar corporate  transaction or event involving the Company (each of the
events or conditions referred to in clauses (i), (ii) and (iii) of this sentence
is hereinafter referred to as a "SUSPENSION CONDITION"),  then the Company shall
have the  right  to  suspend  the  filing  or  effectiveness  of any  Applicable
Registration  Statement or any distribution of Registrable Securities thereunder
for so long as such Suspension Condition exists; provided that the Company shall
have suspended the filing or effectiveness of all other registration  statements
registering  securities  for the account of the  Company or any other  Person or
suspended the

                                       6

<PAGE>

distribution of any securities  under such  registration  statements;  provided,
further,  that in the case of (ii) above,  the Company shall be obligated to use
its best efforts to amend the Applicable  Registration Statement to correct such
material  misstatement  or omission in such  registration  statement and related
prospectus as promptly as practicable;  and, provided, further, that the Company
shall  not  have  the  right to  suspend  the  filing  or  effectiveness  of any
Applicable  Registration Statement or any distribution of Registrable Securities
thereunder  within six (6) months after the termination of a Purchaser Lockup as
provided in SECTION  5.15 below.  The  Company  will as promptly as  practicable
provide written notice to the Purchasers when a Suspension  Condition arises and
when it  ceases  to exist.  Upon  receipt  of  notice  from the  Company  of the
existence of any Suspension  Condition,  each  Purchaser  shall after receipt of
such  notice   discontinue   efforts  to:  (i)  file  or  cause  any  Applicable
Registration  Statement to be declared effective by the Commission (in the event
that such  Applicable  Registration  Statement  has not been filed,  or has been
filed but not declared effective, at the time the Purchaser receives notice that
a Suspension Condition has arisen); or (ii) offer or sell Registrable Securities
(in the event that such  Applicable  Registration  Statement  has been  declared
effective at the time the Purchaser receives notice that a Suspension  Condition
has arisen). In the event that a Purchaser had previously commenced or was about
to commence the distribution of Registrable  Securities pursuant to a prospectus
under an effective Applicable Registration Statement, then the Company shall, as
promptly as practicable  after the Suspension  Condition  ceases to exist,  make
available to the Purchaser (and to each  underwriter,  if any,  participating in
such distribution) an amendment or supplement to such prospectus.

         5.6       Notwithstanding any other provision of this Agreement,  the
Company  shall not be permitted to postpone (i) the filing or  effectiveness  of
any  Applicable   Registration   Statement  or  (ii)  the  distribution  of  any
Registrable  Securities  pursuant to an effective Demand  Registration more than
two (2) times in any 360 day period,  and the aggregate of such  suspensions may
not exceed a total of sixty (60) days in any 360 day period.

         5.7      The Company shall promptly  notify the Purchasers of any stop
order issued or, to the  Company's  knowledge,  threatened,  to be issued by the
Commission  with respect to any Applicable  Registration  Statement and will use
its best  efforts  to  prevent  the entry of such stop  order or to remove it if
entered at the earliest possible date.

         5.8      The Company shall furnish to the Purchasers (and any
underwriter in connection with any underwritten  offering) such number of copies
of any  prospectus  (including  any  preliminary  prospectus  and any amended or
supplemented prospectus),  in conformity with the requirements of the Securities
Act, as the Purchasers (and such underwriters) shall reasonably request in order
to effect  the  offering  and sale of any or the  Registrable  Securities  to be
offered  and  sold,  but only  while the  Company  shall be  required  under the
provisions  hereof to cause the Applicable  Registration  Statement  pursuant to
which such  Registrable  Securities  are  intended to be  distributed  to remain
current.

         5.9      The Company  shall use its best efforts to register or qualify
the Registrable  Securities  covered by each Applicable  Registration  Statement
under the state  securities or "blue sky" laws of such states as the  Purchasers
shall reasonably  request and to maintain any such registration or qualification
current,  until the  earliest to occur of: (i) the sale of all such  Registrable
Securities  so  registered  and (ii) one  hundred  twenty  (120)  days after the
effective

                                       7

<PAGE>

date of any such Applicable Registration Statement;  provided, however, that the
Company  shall not be required  to take any action that would  subject it to the
general  jurisdiction  of the courts of any  jurisdiction  in which it is not so
subject or to qualify as a foreign  corporation  in any  jurisdiction  where the
Company is not so qualified.

         5.10     The  Company  shall  furnish  to  each  Purchaser and  to each
underwriter  engaged in an  underwritten  offering of  Registrable  Securities a
signed counterpart,  addressed to such Purchaser or such underwriter,  of (i) an
opinion or opinions of counsel to the Company  (with  respect to the Company and
securities  law  compliance by the Company) and (ii) a comfort letter or comfort
letters from the Company's  independent  public  accountants,  each in customary
form and covering  such matters of the type  customarily  covered by opinions or
comfort  letters,  as the  case  may  be,  as  the  Purchasers  or the  managing
underwriters may reasonably request.

         5.11     The Company shall use its best efforts to make appropriate
members of its management reasonably available for due diligence purposes, "road
show"   presentations   and  analyst   presentations   in  connection  with  any
distributions of Demand Registrable Securities pursuant to a Demand Registration
Statement.

         5.12     The Company  shall use its best  efforts to cause all
Registrable Securities to be listed on each securities exchange on which similar
securities  of the Company are then  listed,  or, if the Company does not have a
class of equity securities listed on a national securities  exchange,  apply for
qualification  and use its best  efforts to qualify the  Registrable  Securities
being registered for inclusion on the Nasdaq Stock Market.

         5.13     The Company  shall  provide, in connection  with the filing of
a  registration  statement  pursuant  to this  Agreement,  a transfer  agent and
registrar  for all  Registrable  Securities  registered  thereunder  and a CUSIP
number for all such Registrable  Securities not later than the effective date of
such registration.

         5.14     The Company  shall take all such other actions  either
reasonably  necessary or desirable to permit the Registrable  Securities held by
the Purchasers to be registered  and disposed of in accordance  with the methods
of disposition described herein.

         5.15     A Purchaser shall not effect any  public  sale or distribution
(including sales pursuant to Rule 144) of equity  securities of the Company,  or
any  securities  convertible  into or  exchangeable  or  exercisable  for equity
securities  of the  Company,  during  the five (5) days  prior to, and the sixty
(60)-day period  beginning on the effective date of any  registration  statement
covering the offer and sale of Common  Stock for the  Company's  account  having
aggregate  proceeds  to the  Company of not less than  $20,000,000  in which the
Purchaser was able to register 50% of the Registrable Securities proposed by the
Purchaser to be included in such registration,  unless the underwriters managing
the public offering  otherwise agree to allow such sales or distributions  (such
restriction on the Purchaser, the "PURCHASER LOCKUP").

Section 6:        REGISTRATION EXPENSES.The Company agrees to bear and to pay or
cause to be paid promptly upon request being made therefor all expenses incident
to the Company's  performance of or compliance with this  Agreement,  including,
without limitation, (i) all Commission and any NASD registration and filing fees
and expenses, (ii) all fees and expenses

                                       8

<PAGE>

in connection with the qualification of the Registrable  Securities for offering
and sale under any state securities and blue sky laws, including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such  qualifications,  (iii) all fees and expenses in connection
with the  approval  for trading of the Shares or other shares of Common Stock on
the Nasdaq  National  Market or other  appropriate  exchange,  (iv) all expenses
relating to the  preparation,  printing,  distribution  and reproduction of each
registration statement required to be filed hereunder,  each prospectus included
therein  or  prepared  for  distribution  pursuant  hereto,  each  amendment  or
supplement to the  foregoing,  the  certificates  representing  the  Registrable
Securities  and all other  documents  relating  hereto,  (v)  internal  expenses
(including,  without  limitation,  all salaries  and  expenses of the  Company's
officers and employees  performing legal or accounting  duties),  and (vi) fees,
disbursements   and  expenses  of  counsel  and  independent   certified  public
accountants  of the Company  (including  the  expenses of any  opinions or "cold
comfort"  letters  required by or incident to such  performance  and compliance)
(collectively, the "REGISTRATION EXPENSES").  Notwithstanding the foregoing, the
Purchasers shall pay all underwriting discounts and commissions  attributable to
the sale of the  Registrable  Securities and the fees and  disbursements  of any
counsel or other advisors or experts retained by the Purchasers.

Section 7:        REPRESENTATIONS AND WARRANTIES.  The Company represents and
warrants to, and agrees with, each Purchaser that:

         7.1      Each registration  statement  covering  Registrable Securities
and each prospectus  (including any preliminary or summary prospectus) contained
therein and any  further  amendments  or  supplements  to any such  registration
statement  or  prospectus,  when it  becomes  effective  or is  filed  with  the
Commission,  as the case may be, and, in the case of an underwritten offering of
Registrable  Securities,  at the  time of the  closing  under  the  underwriting
agreement  relating  thereto  will  conform  in  all  material  respects  to the
requirements of the Securities Act, and will not contain an untrue  statement of
a material fact or omit to state a material  fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances  in which  they  were  made;  and at all times  subsequent  to the
Effective  Time when a prospectus  would be required to be  delivered  under the
Securities  Act, other than from (i) such time as a notice has been given to the
Purchaser  pursuant  to SECTION  5.5 hereof  until (ii) such time as the Company
furnishes an amended or supplemented  prospectus pursuant to SECTION 5.5 hereof,
each such  registration  statement,  and each prospectus  (including any summary
prospectus)  contained  therein or furnished  pursuant to SECTION 5.5 hereof, as
then  amended or  supplemented,  will  conform in all  material  respects to the
requirements of the Securities Act, and will not contain an untrue  statement of
a material fact or omit to state a material  fact required to be stated  therein
or necessary to make the  statements  therein not misleading in the light of the
circumstances then existing;  provided,  however,  that this  representation and
warranty  shall not apply to any  statements or omissions  made in reliance upon
and in conformity  with  information  furnished in writing to the Company by the
Purchaser expressly for use therein.

         7.2      Any documents  incorporated by reference in any prospectus
prepared pursuant to this Agreement, when they become or became effective or are
or were filed with the Commission,  or if amended, when amended, as the case may
be, will conform or conformed in all material  respects to the  requirements  of
the Exchange Act, and none of such documents will contain or contained an untrue
statement  of a material  fact or will omit or omitted to state a

                                       9

<PAGE>

material fact required to be stated  therein or necessary to make the statements
therein not  misleading in light of the  circumstances  in which they were made;
provided,  however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Purchaser expressly for use therein.

Section 8:        INDEMNIFICATION.

         8.1      INDEMNIFICATION  BY THE COMPANY.   Upon  the  registration  of
Registrable  Securities pursuant to this Agreement,  and in consideration of the
agreements  of each  Purchaser  contained  herein,  and as an inducement to each
Purchaser to purchase the Convertible  Notes,  the Company shall,  and it hereby
agrees  to,  indemnify  and  hold  harmless  each  Purchaser  and its  officers,
directors,  partners,  employees,  representatives,  underwriters and agents and
each control  person (as defined in Section 15 of the Exchange  Act) against any
losses, claims, damages or liabilities, joint or several, to which the Purchaser
or  any  of  its  officers,  directors,  partners,  employees,  representatives,
underwriters  and agents and each control  person may become  subject  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
registration  statement under which such Registrable  Securities were registered
under the Securities Act pursuant to this Agreement,  or any preliminary,  final
or summary  prospectus  contained  therein or  furnished  by the  Company to the
Purchaser, any officer, director, partner, employee, representative, underwriter
or agent or control person, or any amendment or supplement thereto, or arise out
of or are  based  upon the  omission  or  alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading in light of the  circumstances  in which they were made,
and the Company shall,  and it hereby agrees to,  reimburse the  Purchaser,  any
officer, director,  partner, employee,  representative,  underwriter or agent or
control  person for any legal or other expenses  reasonably  incurred by them in
connection  with  investigating  or  defending  any such action or claim as such
expenses are incurred;  provided,  however, that the Company shall not be liable
to any such  person in any such case to the extent  that any such  loss,  claim,
damage  or  liability  arises  out of or is based  upon an untrue  statement  or
alleged  untrue   statement  or  omission  or  alleged  omission  made  in  such
registration  statement,  or  preliminary,   final  or  summary  prospectus,  or
amendment  or  supplement  in  reliance  upon  and in  conformity  with  written
information furnished to the Company by such person expressly for use therein or
is caused  by the  Purchaser's  failure  to  deliver a copy of the  registration
statement or prospectus, or any supplement or amendment of which it is aware.

         8.2      INDEMNIFICATION BY THE PURCHASERS.   In  connection  with  any
registration  statement  pursuant to which a Purchaser  sold or offered for sale
Registrable Securities,  the Purchaser agrees to (i) indemnify and hold harmless
the Company and its officers, directors, employees, representatives, underwriter
and agents and each  control  person  against  any  losses,  claims,  damages or
liabilities to which the Company may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon an untrue  statement or alleged
untrue statement of a material fact contained in such registration statement, or
any preliminary,  final or summary prospectus  contained therein or furnished by
the  Company  to  the  Purchaser,  any  officer,  director,  partner,  employee,
representative,  underwriter  or agent or control  person,  or any  amendment or


                                       10

<PAGE>

supplement  thereto,  or arise out of or are based upon the  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances  in which they were made, in each case to the extent,  but only to
the extent,  that such untrue  statement or alleged untrue statement or omission
or alleged  omission was made in reliance  upon and in  conformity  with written
information  furnished  to  the  Company  by  the  Purchaser  or  its  officers,
directors,  partners,  employees  representatives,  or agents  expressly for use
therein,  and (ii)  reimburse  the  Company  for any  legal  or  other  expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such  expenses  are  incurred;  provided  that in no
event shall any indemnity under this  subsection  exceed the gross proceeds from
such offering received by the Purchaser.

         8.3      NOTICES OF CLAIMS,  ETC.  Promptly  after receipt by an
indemnified  party under  SECTION 8.1 or SECTION 8.2 above of written  notice of
the  commencement  of any action,  such  indemnified  party shall, if a claim in
respect  thereof is to be made  against an  indemnifying  party  pursuant to the
indemnification  provisions  of or  contemplated  by this SECTION 8, notify such
indemnifying  party in  writing  of the  commencement  of such  action;  but the
failure  so to notify  the  indemnifying  party  shall not  relieve  it from any
liability  which it may have to any  indemnified  party  other  than  under  the
indemnification  provisions  of or  contemplated  by SECTION  8.1 or SECTION 8.2
hereof and only to the extent of prejudice  caused by such failure.  In case any
such action shall be brought against any  indemnified  party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party shall
be  entitled  to  participate  therein  and,  to the extent  that it shall wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof,  with counsel satisfactory to such indemnified party and, after
notice from the indemnifying  party to such indemnified party of its election so
to assume the  defense and costs of  investigation  thereof,  such  indemnifying
party shall not be liable to such  indemnified  party for any legal  expenses of
other counsel or any other expenses,  in each case subsequently incurred by such
indemnified party, in connection with the defense thereof.

         8.4      CONTRIBUTION. If the indemnification provided for in this
SECTION 8 is held by a court of competent  jurisdiction  to be unavailable to or
insufficient  to hold  harmless an  indemnified  party in respect of any losses,
claims,  damages or  liabilities  (or  actions in respect  thereof)  referred to
therein,  then each  indemnifying  party shall  contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the  relative  fault of the  indemnifying  party and the  indemnified
party in  connection  with the  statements or omissions  which  resulted in such
losses,  claims, damages or liabilities (or actions in respect thereof), as well
as any other  relevant  equitable  considerations.  The  relative  fault of such
indemnifying  party and  indemnified  party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or  omission  or  alleged  omission  to state a  material  fact  relates to
information  supplied by such indemnifying  party or by such indemnified  party,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions  pursuant to this
SECTION 8.4 were  determined by pro rata  allocation  (even if the Purchasers or
any agents or  underwriters  or all of them were  treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable  considerations  referred to in this  SECTION  8.4. The amount paid or
payable by an indemnified

                                       11

<PAGE>

party as a result of the losses, claims,  damages, or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses  reasonably  incurred by such  indemnified  party in connection
with  investigating or defending any such action or claim.  Notwithstanding  the
provisions of this SECTION 8.4, a Purchaser  shall not be required to contribute
any amount in excess of the amount by which the  dollar  amount of the  proceeds
received by the Purchaser  from the sale of any  Registrable  Securities  (after
deducting any fees,  discounts and commissions  applicable  thereto) exceeds the
amount of any damages which the Purchaser  may have  otherwise  been required to
pay by reason of such untrue or alleged untrue  statement or omission or alleged
omission,  and no  underwriter  shall be  required to  contribute  any amount in
excess  of the  amount  by  which  the  total  price at  which  the  Registrable
Securities  underwritten by it and distributed to the public were offered to the
public  exceeds the amount of any damages which such  underwriter  has otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.  No person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  The  obligations of the Purchasers and any  underwriters  in
this SECTION 8.4 to  contribute  shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

         8.5      The  obligations  of the Company  under this  SECTION 8 shall
be in addition to any liability  which the Company may otherwise  have;  and the
obligations of the Purchasers and any agents and  underwriters  contemplated  by
this SECTION 8 shall be in addition to any liability  which the  Purchasers  may
otherwise have.

         8.6      Notwithstanding the foregoing, to the extent that the
provisions on  indemnification  and  contribution  contained in an  underwriting
agreement  entered into by the  Purchasers  are in conflict  with the  foregoing
provisions, the provisions of such underwriting agreement shall control.

Section 9:        MISCELLANEOUS.

         9.1      ENTIRE AGREEMENT. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter.

         9.2      NO  INCONSISTENT  AGREEMENTS.  The  Company  represents,
warrants,  covenants  and agrees that it has not  granted,  and shall not grant,
registration  rights  with  respect  to  shares  of  Common  Stock or any  other
securities  which  would  be  inconsistent  with  the  terms  contained  in this
Agreement.

         9.3      SPECIFIC PERFORMANCE.The parties hereto acknowledge that there
may be no  adequate  remedy  at law if any  party  fails to  perform  any of its
obligations  hereunder and that each party may be irreparably harmed by any such
failure,  and accordingly agree that each party, in addition to any other remedy
to which it may be  entitled  at law or in equity,  shall be  entitled to compel
specific  performance of the obligations of any other party under this Agreement

                                       12

<PAGE>

in accordance with the terms and conditions of this  Agreement,  in any court of
the United States or any State thereof having jurisdiction.

         9.4      AMENDMENTS AND WAIVERS. This Agreement  may not be  amended or
terminated, or any right or obligation hereunder waived, other than by a written
instrument  signed by the party  against  whom  enforcement  of such  amendment,
termination or waiver is sought.

         9.5      GOVERNING LAW. Except for applicable  federal  securities laws
this  Agreement  shall be governed  in all  respects by the laws of the State of
California.

         9.6      COUNTERPARTS.  This  Agreement  may be  signed  in any  number
of  counterparts  with the same effect as if the signatures to each  counterpart
were upon a single  instrument  and is intended  to be binding  when all parties
have  delivered  their  signatures  to  the  other  parties.  Signatures  may be
delivered  by  facsimile  transmission.  All  counterparts  shall be  deemed  an
original of this Agreement.

         9.7      HEADINGS.  The table of contents and  headings used herein are
used for  convenience  only,  are not part of this  Agreement  and  shall not be
considered in construing or interpreting this Agreement.

         9.8      NOTICES. All notices,  requests,  consents and other
communications  required or permitted  hereunder shall be in writing and will be
effective (a) immediately upon delivery in person or by messenger,  (b) the next
business day after  deposit with a  commercial  courier or delivery  service for
next day delivery,  (c) upon receipt by facsimile as  established by evidence of
successful transmission or (d) three business days after deposit with the United
States  Postal  Service,  certified  mail,  return  receipt  requested,  postage
prepaid.  All notices  must be properly  addressed  as follows (or to such other
address as a party may specify by notice in pursuant to this SECTION 8.8.

                  (a)      If to the Company:

                  The Chalone Wine Group, Ltd.
                  621 Airpark Road
                  Napa, CA  94558
                  Attention:  Thomas Selfridge
                  Facsimile No.:  (707) 254-4204

                  with a copy to:

                  Farella Braun + Martel LLP
                  235 Montgomery Street
                  San Francisco, CA  94104
                  Attention:  Daniel E. Cohn, Esq.
                  Facsimile No.:  (415) 954-4480

                                       13

<PAGE>

                  If to DBR:

                  _______________________________
                  _______________________________
                  _______________________________
                  _______________________________
                  Facsimile No.:

                  with a copy to:

                  Piper Rudnick LLP
                  1251 Avenue of the Americas
                  New York, NY  10020
                  Attention:  Michael A. Varet, Esq.
                  Facsimile No.:  (212) 835-6001

                  (b)      If to SFI:

                  _______________________________
                  _______________________________
                  _______________________________
                  _______________________________

                  with a copy to:

                  Baker & Botts, L.L.P.
                  One Shell Plaza
                  910 Louisiana
                  Houston, TX  77002
                  Attention:  Gray Jennings, Esq.
                  Facsimile No.:  (713) 229-1522

         9.9      SURVIVAL. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Agreement
or made pursuant hereto shall remain in full force and effect  regardless of any
investigation  (or statement as to the results  thereof) made by or on behalf of
the  Purchasers  or  any  of  its  officers,  directors,   partners,  employees,
representatives, or agents, or any controlling person of any of the foregoing.

         9.10     ASSIGNMENT. In connection with any permitted transfer of
Shares, a Purchaser may assign its rights hereunder in respect of such Shares to
the  transferee.  Upon such  assignment  the  transferee  shall,  insofar as the
transferred  Shares are  concerned,  be entitled  to all of the  rights,  and be
subject to all of the  obligations,  of the Purchaser under this Agreement,  and
all references to the "PURCHASER"  herein shall  thereafter be deemed to include
the transferring  Purchaser,  or such transferee,  or both, as the circumstances
warrant.

                            [Signature page follows]



                                       14

<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective as of the date referred to above.




COMPANY:                            THE CHALONE WINE GROUP, LTD.






                                    By:
                                       _________________________________________
                                    Name:
                                    Title:






PURCHASERS:                         LES DOMAINES BARON DE ROTHSCHILD (LAFITE)






                                    By:
                                       _________________________________________
                                    Name:
                                    Title:






                                    By:
                                       _________________________________________
                                    Name:
                                    Title:



                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

                                       15