EXECUTION COPY






                 FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT



         THIS  FIRST   AMENDMENT   TO  CREDIT   AGREEMENT   AND  CONSENT   (this
"AMENDMENT"), dated as of August 23, 2002, is entered into by and among THE
CHALONE WINE GROUP LTD., a California corporation (the "BORROWER"), the Lenders
party to the Credit Agreement referenced below and COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEEN B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH
("RABOBANK"), as letter of credit issuing bank, as swingline lender and as
administrative agent for the Lenders (in such capacity, the "Agent").

                                    RECITALS

         A. The Borrower,  each Lender and the Agent are parties to that certain
Credit Agreement dated as of April 19, 2002 (the "CREDIT AGREEMENT") pursuant to
which the Lenders have extended certain credit facilities to the Borrower.

         B. The Borrower has  requested  that the Majority  Lenders (i) agree to
certain amendments to the Credit Agreement and (ii) consent to the Winery
Acquisition (as defined below).

         C. The Majority  Lenders are willing to amend the Credit  Agreement and
to consent to the Winery Acquisition, subject to the terms and conditions of
this Amendment.

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as FOLLOWS:

         1. DEFINED TERMS.  Unless otherwise  defined herein,  capitalized terms
used herein (including in the preamble and recitals hereof and in the Consent
and Agreement of Guarantors attached hereto) shall have the meanings assigned to
them in the Credit Agreement.

         2.  AMENDMENTS  TO CREDIT  AGREEMENT.  The  Credit  Agreement  shall be
amended as FOLLOWS, effective as of the Effective Date:

         (a) SECTION 1.01 of the Credit Agreement is amended as follows:

                  (i) A new defined term "SHAREHOLDER SUBORDINATED DEBT" is
         inserted in proper alphabetical order as follows:

                  "SHAREHOLDER SUBORDINATED DEBT" means the Indebtedness of the
                  Borrower evidenced by (i) that certain Convertible
                  Subordinated Promissory Note dated August 27, 2002, made by
                  the Borrower in favor of Les Domaines Baron de Rothschild
                  (Lafite) ("DBR"), in the original principal amount of
                  $8,250,000 and (ii) that certain Convertible Subordinated
                  Promissory Note

                                       1.

<PAGE>

                  dated  August 27,  2002,  made by the Borrower in favor of SFI
                  Intermediate Limited ("SFr'), in the original principal amount
                  of $2,750,000, which convertible subordinated promissory notes
                  were  issued  by  the   Borrower   pursuant  to  that  certain
                  Convertible  Note  Purchase  Agreement  dated as of August 27,
                  2002,  among the  Borrower,  DBR and SFI,  and the proceeds of
                  which shall be used by the  Borrower  to  complete  the Winery
                  Acquisition and for capital expenditures  permitted under this
                  Agreement."

                  (ii) A new defined term "WINERY ACQUISITION" is inserted in
         proper alphabetical order as follows:

                  "WINERY  ACQUISITION" means the acquisition by the Borrower of
                  all of the capital stock, or all or  substantially  all of the
                  assets,  of Napa Beaucanon Company for a purchase price not to
                  exceed $9,500,000."

         (b) Section 10.02 of the Credit Agreement is amended by inserting after
subsection (e) the following new sentence:

                  "The  financial  covenants set forth in  subsections  10.02(a)
                  (captioned  "Leverage Ratio"),  10.02(c) (captioned  "Interest
                  Coverage Ratio") and 10.02(d) (captioned "Fixed Charge Ratio")
                  shall be  calculated  without  giving  effect to the principal
                  amount of the  Shareholder  Subordinated  Debt or any interest
                  payable thereunder."

         (c) Section 10.03 of the Credit Agreement is amended by (i)
re-designating subsection (m) as subsection "(n)" and (ii) inserting a new
subsection (m) as follows:

                  "(m)  CONVERSION OF SHAREHOLDER  SUBORDINATED  DEBT TO EQUITY.
                  Not later than August 27, 2004,  the Borrower  shall cause the
                  outstanding  principal amount of the Shareholder  Subordinated
                  Debt and all interest  accrued  thereon to be  converted  into
                  common   stock  of  the   Borrower   pursuant  to  a  non-cash
                  transaction permitted under subsection 10.046)."

         (d) Subsection 10.04(a)(xi) of the Credit Agreement is amended and
restated as follows;

                  "(xi)  (A)  until  August  27,  2004,  Indebtedness  under the
                  Shareholder Subordinated Debt in an aggregate principal amount
                  not  to  exceed   $11,000,000;   and  (B)  other  Indebtedness
                  subordinated to the  Obligations on terms  satisfactory to the
                  Majority  Lenders  in an  aggregate  principal  amount  not to
                  exceed $2,000,000 at any time outstanding; and"

         (e) Subsection 11.01 (c) of the Credit Agreement is amended by deleting
the text "subsections (a), (c), (e) and 6) of Section 10.03" and substituting
therefor the following new text: "subsections (a), (c), (e), 6) and (m) of
Section 10.03".

                                        2


<PAGE>

         (f) Annex I to the Credit Agreement (captioned "Pricing Grid") is
amended by inserting after the pricing grid the following new sentence:

                  "For purposes of this pricing grid,  the Leverage  Ratio shall
                  be calculated without giving effect to the principal amount of
                  the  Shareholder  Subordinated  Debt or any  interest  payable
                  thereunder."

         3. CONSENT TO WINERY ACQUISITION. Pursuant to clause (B) of subsection
10.04(f)(v) of the Credit Agreement, the Majority Lenders hereby consent to the
Winery Acquisition (as defined above); PROVIDED that (i) immediately prior to
and after giving effect to such acquisition, no Event of Default shall have
occurred and be continuing, (ii) after giving effect to such acquisition, the
Borrower shall be in full pro forma compliance with each of the financial
covenants set forth in subsections 10.02(a) through (e) (as amended by this
Amendment), measured as of the last day of the fiscal quarter then most recently
ended, and (iii) the prior, effective written consent or approval to such
acquisition of the board of directors or equivalent governing body of the
acquiree shall have been obtained.

         4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Agent and the Lenders as follows:

                  (a) No Default or Event of Default has occurred and is
continuing,

                  (b) The execution, delivery and performance by the Borrower of
this  Amendment have been duly  authorized by all necessary  corporate and other
action  and do not and  will not  require  any  registration  with,  consent  or
approval  of,  notice to or action by, any Person  (including  any  Governmental
Authority) in order to be effective and  enforceable,  other than the consent of
the  Senior  Noteholders  which  consent  will be  obtained  on or  prior to the
Effective  Date. The Credit  Agreement as amended by this Amendment  constitutes
the legal, valid and binding obligation of the Borrower,  enforceable against it
in accordance  with its  respective  terms,  without  defense,  counterclaim  or
offset.

                  (c)  All   representations  and  warranties  of  the  Borrower
contained in ARTICLE IX of the Credit  Agreement  are true and correct as of the
Effective  Date,  except  to the  extent  such  representations  and  warranties
specifically  refer to an  earlier  date,  in which  case they shall be true and
correct as of such earlier date.

                  (d) The Borrower is entering into this  Amendment on the basis
of its own  investigation  and for its own reasons,  without  reliance  upon the
Agent and the Lenders or any other Person.

         5. EFFECTIVE DATE. This Amendment will become effective on the date
when each of the conditions precedent set forth in this SECTION 5 has been
satisfied (the "EFFECTIVE DATE"):

                  (a) The Agent shall have received (i) from each of the
Borrower and the Majority Lenders a duly executed original (or, if elected by
the Agent, an executed facsimile copy) counterpart to this Amendment and (ii)
from each Guarantor a duly executed original (or, if

                                       3.

<PAGE>

elected by the Agent, an executed facsimile copy) of the Consent and Agreement
of Guarantors attached hereto.

                  (b) The Agent shall have  received from the Borrower a
certificate executed by the secretary or assistant secretary of the Borrower
providing satisfactory evidence of the authorization of the execution, delivery
and performance by the Borrower of this Amendment.

                  (c) The Agent shall have  received from the Borrower a
certificate executed by a Responsible Officer of the Borrower dated as of the
Effective Date and stating that all representations and warranties contained in
this Amendment are true and correct on and as of the Effective Date as though
made on and as of such date. .

                  (d) The Borrower shall have paid all attorney costs of the
Agent to the extent invoiced prior to the Effective Date (including any
previously invoiced and outstanding attorney costs that relate to services
previously provided), plus such additional amounts of attorney costs as shall
constitute the Agent's reasonable estimate of attorney costs incurred or to be
incurred by it through the closing proceedings related to this Amendment
(PROVIDEd that such estimate shall not thereafter preclude a final settling of
accounts between the Borrower and the Agent).

                  (e) The Agent  shall  have  received  from each of Les
Domaines Baron de Rothschild (Lafite) and SFI Intermediate Limited a duly
executed original (or, if elected by the Agent, an executed facsimile copy) of a
Subordination Agreement in substantially the form of EXHIBIT A attached hereto.

                  (f) The Agent shall have received an amendment to the Senior
Secured Note Documents in form and substance satisfactory to the Agent and the
Majority Lenders, and all conditions precedent to the effectiveness of such
amendment shall have been satisfied on or prior to the Effective Date.

                  (g)  The Agent shall have received,  in form and substance
satisfactory to it, such additional approvals, consents, opinions, documents and
other information as the Agent may request.

         6.       RESERVATION OF RIGHTS. The Borrower  acknowledges and agrees
that the execution and delivery by the Agent and the Majority Lenders of this
Amendment shall not (a) be deemed to create a course of dealing or otherwise
obligate the Agent or the Lenders to execute similar amendments under the same
or similar circumstances in the future or (b) be deemed to create any implied
waiver of any right or remedy of the Agent or any Lender with respect to any
term or provision of any Loan Document.

         7.       MISCELLANEOUS.

                  (a)  Except as herein expressly amended, all terms, covenants
and provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect and all references therein to the Credit
Agreement shall henceforth refer to the Credit Agreement as amended by this
Amendment. This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement.

                                       4.


<PAGE>





                  (b) This  Amendment  shall be  binding  upon and  inure to the
benefit of the parties to the Credit Agreement and their respective successors
and assigns. No third party beneficiaries are intended in connection with this
Amendment.

                  (c) THIS AMENDMENT IS SUBJECT TO THE  PROVISIONS OF SECTIONS
13.10 AND 13.12 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW AND WAIVER OF
RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE HEREBY
INCORPORATED HEREIN IN FULL.

                  (d)  This   Amendment   may  be  executed  in  any  number  of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Agent of a facsimile transmitted document purportedly
bearing the signature of a Lender or the Borrower shall bind such Lender or the
Borrower, respectively, with the same force and effect as the delivery of a hard
copy original. Any failure by the Agent to receive the hard copy executed
original of such document shall not diminish the binding effect of receipt of
the facsimile transmitted executed original of such document of the party whose
hard copy page was not received by the Agent.

                  (e)  This  Amendment,  together  with  the  Credit  Agreement,
contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of SECTION 13.01 of the Credit
Agreement.

                  (f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.

                  (g) The Borrower  covenants to pay to or reimburse  the Agent,
upon demand, for all out-of-pocket costs and expenses incurred in connection
with the development, preparation, negotiation, execution and delivery of this
Amendment.

                  (h) This Amendment  shall  constitute a "Loan  Document" under
and as defined in the Credit Agreement.

                              [SIGNATURES FOLLOW.]

                                       5.


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

                                THE CHALONE WINE GROUP, LTD.

                                By: /s/THOMAS B. SELFRIDGE
                                   ____________________________________
                                Name:  Thomas Selfridge
                                     __________________________________
                                Title: President/CEO
                                      _________________________________


                (SIGNATURE PAGE TO FIRST AMENDMENT AND CONSENT)
                                      S-1

<PAGE>


                                COOPERATIVE CENTRALE
                                RAIFFEISEN-BOERENLEENBANK B.A.,
                                "RABOBANK INTERNATIONAL", NEW
                                YORK BRANCH, as Agent, Issuing Lender
                                Swingline Lender and as a Lender


                                By: /s/SUZANNE L. BAIRD
                                   ____________________________________
                                Name:  Suzanne L. Baird
                                     __________________________________
                                Title:  Vice President
                                     __________________________________


                                By: /s/W. PLETER C. KODDE
                                   ____________________________________
                                Name:  W. Pleter C. Kodde
                                    ___________________________________
                                Title: Managing Director
                                      _________________________________



                (SIGNATURE PAGE TO FIRST AMENDMENT AND CONSENT)
                                      S-2

<PAGE>

                                FARM CREDIT WEST FLCA, as a Lender

                                By: /s/MARK LITTLEFIELD
                                   ____________________________________
                                Name:  Mark Littlefield
                                     __________________________________
                                Title: Sr. Vice President
                                      _________________________________




                (SIGNATURE PAGE TO FIRST AMENDMENT AND CONSENT)
                                      S-3



<PAGE>


                                U.S. BANK NATIONAL ASSOCIATION, as a Lender


                                By: /s/SANDRA A. SAWER
                                   ____________________________________
                                Name:  Sandra A. Sawer
                                     __________________________________
                                Title: Vice President
                                      _________________________________


                (SIGNATURE PAGE TO FIRST AMENDMENT AND CONSENT)
                                      S-4

<PAGE>



                                COMERICA BANK - CALIFORNIA, as a Lender


                                By: /s/MISAKO NODA
                                   ____________________________________
                                Name:  Misako Noda
                                     __________________________________
                                Title: Vice President
                                      _________________________________






                (SIGNATURE PAGE TO FIRST AMENDMENT AND CONSENT)
                                      S-5

<PAGE>

                       CONSENT AND AGREEMENT OF GUARANTORS

         Each of the undersigned, in its capacity as a guarantor, acknowledges
that its consent to the foregoing First Amendment to Credit Agreement and
Consent (the "AMENDMENT") is not required, but each of the undersigned
nevertheless does hereby consent to the foregoing Amendment. Nothing herein
shall in any way limit any of the terms or provisions of the Guaranty of the
undersigned executed by the undersigned in favor of the Agent and the Lenders,
or any other Loan Document executed by the undersigned (as the same may be
amended from time to time), all of which are hereby rated and affirmed in all
respects.






GUARANTORS:

EDNA VALLEY VINEYARD,                      STATON HILLS WINERY COMPANY LIMITED,
as a guarantor                             as a guarantor
By: The Chalone Wine Group, Ltd.,
Managing Joint Venturer

By: /s/THOMAS SELFRIDGE                    By: /s/THOMAS SELFRIDGE
   ______________________________             _________________________________
Name:  Thomas Selfridge                    Name:  Thomas Selfridge
Title: President/CEO                       Title: President/CEO


CANOE RIDGE VINEYARD L.L.C.,
as a guarantor


By: /s/THOMAS SELFRIDGE
   ______________________________
Name:  Thomas Selfridge
Title: President/CEO


CANOE RIDGE WINERY, INC.
as a guarantor

By: /s/THOMAS SELFRIDGE
   ______________________________
Name:  Thomas Selfridge
Title: President/CEO



SHW EQUITY CO.,
as a guarantor


By: /s/THOMAS SELFRIDGE
   ______________________________
Name:  Thomas Selfridge
Title: President/CEO



                (SIGNATURE PAGE TO FIRST AMENDMENT AND CONSENT)
                                      S-6


<PAGE>





                                    EXHIBIT A

               TO FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT

                         FORM OF SUBORDINATION AGREEMENT

                             [PLEASE SEE ATTACHED.]








                                       6.


<PAGE>





                         FORM OF SUBORDINATION AGREEMENT



         THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of August__ ,
2002, is made by____________________________ (the "Creditor") in favor of each
of the "Senior Lenders" listed on Schedule 1 hereto (each a "Senior Lender" and,
collectively, the "Senior Lenders").

         The Chalone Wine Group, Ltd., a California corporation (the
"Borrower"), certain Senior Lenders and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch
("Rabobank"), as issuer of letters credit, as swingline lender and as
administrative agent, are parties to a Credit Agreement dated as of April 19,
2002 (as amended, restated, modified, supplemented, renewed or extended from
time to time, the "Credit Agreement") pursuant to which the Senior Lenders party
thereto have made available to the Borrower a revolving credit facility and term
loan facility, as provided therein.

         The Borrower and certain other Senior Lenders are parties to an Amended
and Restated Note Purchase Agreement dated as of April 19, 2002 (as amended,
restated, modified, supplemented, renewed or extended from time to time, the
"Amended and Restated Note Purchase Agreement") relating to the Borrower's
$5,000,000 Adjustable Rate Senior Secured Notes, Series A, Due September 15,
2010, the Borrower's $10,000,000 Adjustable Rate Senior Secured Notes, Series B,
Due September 15, 2010, and the Borrower's $15,000,000 Adjustable Rate Senior
Secured Notes, Series C, Due September 15, 2010.

         Rabobank, as collateral agent (in such capacity, the "Collateral
Agent"), and the other Senior Lenders are also parties to an Amended and
Restated Intercreditor and Collateral Agency Agreement dated as of April 19,
2002 (as amended, restated, modified, supplemented, renewed or extended from
time .to time, the "Intercreditor Agreement") pursuant to which, among other
things, the Senior Lenders have agreed to the allocation of certain payments
made in respect of the Senior Debt (as defined below).

         Additionally, the Borrower is or will be indebted to the Creditor in
the principal amount of $8,250,000, pursuant to a Convertible Note Purchase
Agreement, dated as of August 23, 2002 (as amended, modified, renewed, extended
or replaced from time to time, the "Note Purchase Agreement") and the
Convertible Subordinated Promissory Note dated August 23, 2002 (the
"Subordinated Note") outstanding thereunder. It is a condition precedent to the
continued borrowings under the Credit Agreement and the issuance of letters of
credit thereunder and the continuance of the loans under the Amended and
Restated Note Purchase Agreement that the Creditor deliver this Agreement to the
Senior Lenders to provide for the subordination of the Borrower's indebtedness
to the Creditor to the Senior Debt. The Creditor has agreed to the subordination
of such indebtedness to it, upon the terms and subject to the conditions set
forth in this Agreement.

         Accordingly, the parties hereto agree as follows

         SECTION 1 DEFINITIONS; INTERPRETATION.

                                       1.


<PAGE>


         (a) TERMS DEFINED IN CREDIT AGREEMENT. All capitalized terms used in
this Agreement and not otherwise defined herein shall have the meanings assigned
to them in the Credit Agreement.

         (b) CERTAIN DEFINED TERMS. As used in this Agreement, the following
terms shall have the following meanings:

         "COMMITMENTS" means, in respect of each Senior Lender, the commitment
of such Senior Lender to grant credit, make loans or otherwise extend financing
to the Borrower under the Senior Debt.

         "INSOLVENCY EVENT" has the meaning set forth in Section 3

         "REQUIRED SECURED PARTIES" shall have the meaning given to such term in
the Intercreditor Agreement.

         "SENIOR DEBT" means (i) the indebtedness, liabilities and other
obligations of the Borrower to the Senior Lenders under or in connection with
the Credit Agreement and the other Loan Documents, including all unpaid
principal of the Loans, all unpaid drawings under the Letters of Credit, all
interest accrued thereon, all fees due thereunder AND ALL OTHER AMOUNTS payable
by the Borrower to the Senior Lenders thereunder or in connection therewith,
whether now existing or hereafter arising, and whether due or to become due,
absolute or contingent, liquidated or unliquidated, determined or undetermined;
and (ii) the indebtedness, liabilities and other obligations of the Borrower to
the Senior Lenders under or in connection with the Amended and Restated Note
Purchase Agreement and the other Senior Secured Note Documents, including all
unpaid principal of the Senior Secured Notes, all interest accrued thereon, all
premiums and Make-Whole Amounts (as defined in the Amended and Restated Note
Purchase Agreement) due thereunder, all fees due thereunder and all other
amounts payable by the Borrower to the Senior Lenders thereunder or in
connection therewith, whether now existing or hereafter arising, and whether due
or to become due, absolute or contingent, liquidated or unliquidated, determined
or undetermined.

         "SUBORDINATED DEBT" means all indebtedness, liabilities and other
obligations of the Borrower to the Creditor under or in connection with the Note
Purchase Agreement and the Subordinated Note, including all principal on the
Subordinated Note, all premium and interest accrued thereon, all fees and all
other amounts payable by the Borrower to the Creditor under or in connection
with the Note Purchase Agreement, the Subordinated Note and any other documents
or instruments related thereto, whether now existing or hereafter arising, and
whether due or to become due, absolute or contingent, liquidated or
unliquidated, determined or undetermined.

         "SUBORDINATED DEBT PAYMENT" means any payment or distribution by or on
behalf of the Borrower, directly or indirectly, of assets of the Borrower of any
kind or character, whether in cash, property or securities, including on account
of the purchase, redemption or other acquisition of Subordinated Debt, as a
result of any collection, sale or other disposition of collateral, or by setoff,
exchange or in any other manner, for or on account of the Subordinated Debt.


                                       2.


<PAGE>


         (c) INTERPRETATION. In this Agreement, except to the extent the context
otherwise requires:

         (i) Any reference in this Agreement to an Article, a Section, a
Schedule or an Exhibit is a reference to an article hereof, a section hereof, a
schedule hereto or an exhibit hereto, respectively, and to a subsection hereof
or a clause hereof is, unless otherwise stated, a reference to a subsection or a
clause of the Section or subsection in which the reference appears.

         (ii) The words "hereof," "herein," "hereto," "hereunder" and the like
mean and refer to this Agreement as a whole and not merely to the specific
Article, Section, subsection, paragraph or clause in which the respective word
appear

         (iii) The meaning of defined terms shall be equally applicable to both
the singular and plural forms of the terms defined.

         (iv) The words "including," "includes" and "include" shall be deemed to
be followed by the words "without limitation".

         (v) References to agreements and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto.

         (vi) References to statutes or regulations are to be construed as
including all statutory and regulatory provisions consolidating, amending or
replacing the statute or regulation referred to.

         (vii) The captions and headings are for convenience of reference only
and shall not affect the construction of this Agreement.

         SECTION 2 AGREEMENT OF SUBORDINATION. Until such time as this Agreement
is terminated in accordance with Section 30 below, the Subordinated Debt
(including all Subordinated Debt Payments) shall be subject, subordinate and
junior, in right of payment and exercise of remedies, to the extent and in the
manner set forth herein, to the prior payment in FULL in cash of the Senior
Debt.

         SECTION 3 SUBORDINATION UPON ANY DISTRIBUTION OF ASSETS OF THE
BORROWER. In the event of any payment or distribution of assets of the Borrower
of any kind or character, whether in cash, property or securities, upon the
dissolution, winding up or total or partial liquidation or reorganization,
readjustment, arrangement or similar proceeding relating to the Borrower or its
property, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership, arrangement or similar proceedings or upon an assignment for the
benefit of creditors, or upon any other marshalling or composition of the assets
and liabilities of the Borrower, or otherwise (such events, collectively, the
"Insolvency Events"): (i) all amounts owing on account of the Senior Debt shall
first be paid in FULL in cash, or payment provided for in cash or in cash
equivalents, for application in accordance with the Intercreditor Agreement,
before any Subordinated Debt Payment is made; and (ii) to the extent permitted
by applicable law, any Subordinated Debt Payment to which the Creditor would be
entitled except for the provisions hereof shall be paid or delivered by the
trustee in bankruptcy, receiver, assignee for the benefit of creditors or other
liquidating agent making such payment or distribution, as


                                       3.


<PAGE>

applicable, directly to the Collateral Agent (on behalf of the Senior Lenders)
for application to the payment of the Senior Debt in accordance with clause (i),
after giving effect to any concurrent payment or distribution or provision
therefor to the Collateral Agent or the Senior Lenders in respect of such Senior
Debt.

         SECTION 4 PAYMENTS ON SUBORDINATED DEBT. As long as any Senior Debt
shall remain outstanding and unpaid, the Borrower shall not make, directly or
indirectly, and the Creditor shall not accept or receive, any Subordinated Debt
Payment; PROVIDE , HOWEVER, that the Borrower and the Creditor may at any time
convert the Subordinated Debt, in whole or in part, into common stock of the
Borrower.

         SECTION 5 SUBORDINATION OF REMEDIES. As long as any Senior Debt shall
remain outstanding and unpaid, the Creditor shall not, without the prior written
consent of the Collateral Agent (acting on instructions from the Required
Secured Parties):

         (i) accelerate, make demand, declare a default or otherwise make due
and payable prior to the original stated maturity thereof any Subordinated Debt
or bring suit or institute any other actions or proceedings to enforce its
rights or interests under or in respect of the Note Purchase Agreement and the
Subordinated Note;

         (ii) exercise any rights under or with respect to (A) any guaranties of
the Subordinated Debt, or (B) any collateral securing the Subordinated Debt,
including causing or compelling the pledge or delivery of any such collateral,
any attachment of, levy upon, execution against, foreclosure upon or the taking
of other action against or institution of other proceedings with respect to any
such collateral, notifying any account debtors of the Borrower or asserting any
claim or interest in any insurance with respect to collateral, or attempt to do
any of the foregoing;

         (iii) exercise any rights to set-offs and counterclaims in respect of
any indebtedness, liabilities or obligations of the Creditor to the Borrower
against any of the Subordinated Debt; or

         (iv) commence, or cause to be commenced, or join with any creditor
other than the Senior Lenders in commencing, any bankruptcy, insolvency or
receivership proceeding against the Borrower.

         SECTION 6 PAYMENT OVER TO COLLATERAL AGENT. In the event that,
notwithstanding the provisions of Sections 3, 4 and 5, any Subordinated Debt
Payments shall be received in contravention of such Sections 3, 4 and 5 by the
Creditor before all Senior Debt is paid in full in cash or cash equivalents,
such Subordinated Debt Payments shall be held in trust for the benefit of the
Senior Lenders and shall be paid over or delivered to the Collateral Agent for
application to the payment in full in cash or cash equivalents of all Senior
Debt remaining unpaid to the extent necessary to give effect to such Sections 3,
4 and 5, after giving effect to any concurrent payments or distributions to the
Collateral Agent and the Senior Lenders in respect of the Senior Debt.

         SECTION 7 AUTHORIZATION TO COLLATERAL AGENT. If, while any Subordinated
Debt is outstanding, any Insolvency Event shall occur relating to the Borrower
or its property: (i) the

                                       4.

<PAGE>

Collateral Agent, when so instructed by the Required Secured Parties,  is hereby
irrevocably  authorized  and empowered (in the name of the Senior  Lenders or in
the name of the Creditor or otherwise), but shall have no obligation, to demand,
sue for,  collect and receive  every payment or  distribution  in respect of the
Subordinated Debt and give acquittance therefor and to file claims and proofs of
claim and take such other action (including voting the Subordinated  Debt) as it
may deem  necessary or advisable for the exercise or  enforcement  of any of the
rights or interests of the Collateral Agent and the Senior Lenders; and (ii) the
Creditor shall promptly take such action as the Collateral Agent (on instruction
from the Required  Secured  Parties) may  reasonably  request (A) to collect the
Subordinated  Debt for the account of the Senior Lenders and to file appropriate
claims or proofs of claim in respect of a Subordinated  Debt, (B) to execute and
deliver to the Collateral Agent such powers of attorney, assignments and other
instruments  as it may  request to enable it to enforce  any and all claims with
respect to the  Subordinated  Debt,  and (C) to collect  and receive any and all
Subordinated Debt Payments.

         SECTION 8 REPRESENTATIONS AND WARRANTIES. The Creditor represents and
warrants to each Senior Lender that:

         (a) ORGANIZATION AND POWERS. The Creditor is a corporation duly
organized, validly existing and in good standing under the law of the
jurisdiction of its incorporation and has all requisite power and authority to
own its assets and carry on its business and to execute, deliver and perform its
obligations under this Agreement.

         (b) AUTHORIZATION: NO CONFLICT. The execution, delivery and performance
by the Creditor of this Agreement have been duly authorized by all necessary
corporate action of the Creditor, and do not and will not: (i) contravene the
terms of the certificate or articles, as the case may be, of incorporation and
the bylaws of the Creditor, (ii) result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Creditor is a party or by which it or its properties may
be bound or affected; or (iii) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree or the like binding on or
affecting the Creditor.

         (c) BINDING OBLIGATION. This Agreement constitutes the legal, valid and
binding obligation of the Creditor, enforceable against the Creditor in
accordance with its terms.

         (d) CONSENTS. No authorization, consent, approval, license, exemption
of, or filing or registration with, any Governmental Authority, or approval or
consent of any other Person, is required for the due execution, delivery or
performance by the Creditor of this Agreement.

         (e) NO PRIOR ASSIGNMENT. The Creditor has not previously assigned any
interest in the Subordinated Debt, no Person other than the Creditor owns an
interest in the Subordinated Debt (whether as joint holders of the Subordinated
Debt, participants or otherwise), and the entire Subordinated Debt is owing only
to the Creditor.

         (f) INDEPENDENT INVESTIGATION. The Creditor hereby acknowledges that it
has undertaken its own independent investigation of the financial condition of
the Borrower and all other matters pertaining to this Agreement and further
acknowledges that it is not relying in any


                                        5

<PAGE>


manner upon any representation or statement of the Collateral Agent or the
Senior Lenders with respect thereto. The Creditor represents and warrants that
it is aware of the terms of the Loan Documents and the Senior Secured Note
Documents and that it is in a position to obtain, and it hereby assumes full
responsibility for obtaining, any additional information concerning the
financial condition of the Borrower and any other matters pertinent hereto that
the Creditor may desire. The Creditor is not relying upon or expecting the
Collateral Agent or the Senior Lenders to furnish to the Creditor any
information now or hereafter in the Collateral Agent or the Senior Lenders'
possession concerning the financial condition of the Borrower or any other
matter.

         SECTION 9 CERTAIN AGREEMENTS OF THE CREDITOR.

         (a) NO BENEFITS: The Creditor understands that there may be various
agreements among the Collateral Agent, the Senior Lenders and the Borrower
evidencing and governing the Senior Debt, and the Creditor acknowledges and
agrees that such agreements are not intended to confer any benefits on the
Creditor and that the Collateral Agent and the Senior Lenders shall have no
obligation to the Creditor or any other Person to exercise any rights, enforce
any remedies, or take any actions which may be available to it under such
agreements.

         (b) NO INTERFERENCE. The Creditor acknowledges that the Borrower has
granted the Collateral Agent and the Senior Lenders a security interest in
certain of the Borrower's assets and agrees not to interfere with or in any
manner oppose a disposition of any collateral by the Collateral Agent or the
Senior Lenders in accordance with applicable law.

         (c) RELIANCE BY COLLATERAL AGENT AND SENIOR LENDERS. The Creditor
acknowledges and agrees that the Collateral Agent and the Senior Lenders will
have relied upon and will continue to rely upon the subordination provisions
provided for herein and the other provisions hereof in maintaining the loans and
other extensions of credit under the Loan Documents and the Senior Secured Note
Documents.

         (d) WAIVERS. The Creditor waives any and all notice of the incurrence
of the Senior Debt or any part thereof and any right to require marshalling of
assets.

         (e) OBLIGATIONS OF CREDITOR NOT AFFECTED. The Creditor agrees that at
any time and from time to time, without notice to or the consent of the
Creditor, without incurring responsibility to the Creditor, and without
impairing or releasing the subordination provided for herein or otherwise
impairing the rights of the Collateral Agent and the Senior Lenders hereunder:

         (i) the time for the Borrower's performance of or compliance with any
of its agreements contained in the Loan Documents or the Senior Secured Note
Documents may be extended or such performance or compliance may be waived by the
applicable Senior Lenders;

         (ii) the agreements of the Borrower with respect to the Loan Documents
and the Senior Secured Note Documents may from time to time be modified by the
Borrower and the applicable Senior Lenders for the purpose of adding any
requirements thereto or changing in any manner the rights and obligations of the
Borrower or the Senior Lenders thereunder;

                                       6.


<PAGE>

         (iii) the manner, place or terms for payment of Senior Debt or any
portion thereof may be altered or the terms for payment extended, or the Senior
Debt may be renewed in whole or in part, or the principal amount of the Senior
Debt may from time to time be increased or decreased;

         (iv) the maturity of the Senior Debt may be accelerated in accordance
with the terms of any present or future agreement by the Borrower and the
applicable Senior Lenders;

         (v) any collateral securing Senior Debt may be sold, exchanged,
released or substituted and any Lien in favor of the Collateral Agent or the
Senior Lenders may be terminated, subordinated or fail to be perfected or become
unperfected;

         (vi) any Person liable in any manner for Senior Debt may be discharged,
released or substituted; and

         (vii) all other rights against the Borrower, any other Person or with
respect to any collateral may be exercised (or the Collateral Agent and the
Senior Lenders may waive or refrain from exercising such rights).

         (f) RIGHTS OF COLLATERAL AGENT AND SENIOR LENDERS NOT TO BE IMPAIRED.
No right of the Collateral Agent or the Senior Lenders to enforce the
subordination provided for herein or to exercise their other rights hereunder
shall at any time in any way be prejudiced or impaired by any act or failure to
act by the Borrower, the Collateral Agent or the Senior Lenders hereunder or
under or in connection with the Loan Documents or the Senior Secured Note
Documents or by any noncompliance by the Borrower with the terms and provisions
and covenants herein or in any other Loan Document or Senior Secured Note
Document, regardless of any knowledge thereof the Collateral Agent or the Senior
Lenders may have or otherwise be charged with.

         (g) FINANCIAL CONDITION OF BORROWER. The Creditor shall not have any
right to require the Collateral Agent or the Senior Lenders to obtain or
disclose any information with respect to: (i) the financial condition or
character of the Borrower or the ability of the Borrower to pay and perform
Senior Debt; (ii) the Senior Debt; (iii) any collateral for any or all of the
Senior Debt; (iv) the existence or nonexistence of any guarantees of, or any
other subordination agreements with respect to, all or any part of the Senior
Debt; (v) any action or inaction on the part of the Collateral Agent, the Senior
Lenders or any other Person; or (vi) any other matter, fact or occurrence
whatsoever.
         (h) ACQUISITION OF LIENS OR GUARANTIES. The Creditor shall not, without
the prior written consent of the Collateral Agent and the Required Secured
Parties, acquire any right or interest in or to any collateral to secure the
Subordinated Debt or accept any guaranties for the Subordinated Debt. The
Borrower shall not, without the prior written consent of the Collateral Agent
and the Required Secured Parties, grant, or suffer or permit its Subsidiaries to
grant, to the Creditor any right or interest in or to any collateral to secure
the Subordinated Debt or suffer or permit any of its Subsidiaries to provide any
guaranties for the Subordinated Debt.

         SECTION 10 SUBROGATION.

                                       7.


<PAGE>

         (a) SUBROGATION. Until the payment in cash and performance in FULL of
all Senior Debt, the Creditor shall not have, and shall not directly or
indirectly exercise, any rights that it may acquire by way of subrogation under
this Agreement, by any payment or distribution to the Collateral Agent or the
Senior Lenders hereunder or otherwise. Upon the payment in cash and performance
in FULL of all Senior Debt, the Creditor shall be subrogated to the rights of
the Collateral Agent and the Senior Lenders to receive payments or distributions
applicable to the Senior Debt until the Subordinated Debt shall be paid in FULL.
For the purposes of the foregoing subrogation, no payments or distributions to
the Collateral Agent or the Senior Lenders of any cash, property or securities
to which the Creditor would be entitled except for the provisions of Section 3,
4 or 5 shall, as among the Borrower, its creditors (other than the Senior
Lenders and the Collateral Agent) and the Creditor, be deemed to be a payment by
the Borrower to or on account of the Senior Debt.

         (b) PAYMENTS OVER TO CREDITOR. If any payment or distribution to which
the Creditor would otherwise have been entitled but for the provisions of
Section 3, 4 or 5 shall have been applied pursuant to the provisions of Section
3, 4 or 5 to the payment of all amounts payable under the Senior Debt, the
Creditor shall be entitled to receive from the Collateral Agent and the Senior
Lenders any payments or distributions received by the Collateral Agent and the
Senior Lenders in excess of the amount sufficient to pay in FULL all amounts
payable under or in respect of the Senior Debt. If any such excess payment is
made to the COLLATERAL AGENT and the Senior Lenders, the Collateral Agent and
the Senior Lenders shall promptly remit such excess to the Creditor and until so
remitted shall hold such excess payment for the benefit of the Creditor.

         SECTION 11 CONTINUING AGREEMENT; REINSTATEMENT.

         (a) CONTINUING AGREEMENT. This Agreement is a continuing agreement of
subordination and shall continue in effect and be binding upon the Creditor
until the FULL, final and indefeasible payment in cash, and the full and final
performance, of the Senior Debt and the termination of the Commitments. The
subordinations, agreements, and priorities set forth herein shall remain in FULL
force and effect regardless of whether any party hereto in the future seeks to
rescind, amend, terminate or reform, by litigation or otherwise, its respective
agreements with the Borrower.

         (b) REINSTATEMENT. This Agreement shall continue to be effective or
shall be reinstated, as the case may be, if, for any reason, any payment of the
Senior Debt by or on behalf of the Borrower shall be rescinded or must otherwise
be restored by the Collateral Agent or any Lender, whether as a result of an
Insolvency Event or otherwise.

         SECTION 12 PAYMENTS. The Creditor shall make each payment hereunder
unconditionally in full without set-off, counterclaim or other defense, on the
day when due to the Collateral Agent in Dollars and in same day or immediately
available funds, to the account from time to time specified by the Collateral
Agent.

         SECTION 13 TRANSFER OF SUBORDINATED DEBT. The Creditor may not assign
or transfer its rights and obligations under the Note Purchase Agreement or the
Subordinated Note or any interest in the Subordinated Debt or any collateral
therefor without the prior written consent of the Required Secured Parties, and
any such transferee or assignee, as a condition to


                                       8.


<PAGE>

acquiring the Subordinated Note or interest in the Subordinated Debt or
collateral shall agree to be bound hereby, in form satisfactory to the
Collateral Agent and the Required Secured Parties. Any prohibited assignment
shall be absolutely void. The Senior Lenders (and each of them) may from time to
time assign or grant participations in all or part of their rights and
obligations under the Senior Debt, subject to the terms and provisions of the
Senior Debt held by such Senior Lender, and each such assignee of, or
participant in, the Senior Debt shall be entitled to all of the rights and
benefits afforded to the Senior Lenders under this Agreement.

         SECTION 14 AMENDMENTS OF SUBORDINATED DEBT. Each of the Borrower and
the Creditor shall not, without the prior written consent of the Required
Secured Parties, agree to or permit any amendment, modification or waiver of any
material portions of the Note Purchase Agreement, the Subordinated Note or any
other agreement relating to any Subordinated Debt (including any amendment,
modification or waiver pursuant to an exchange of other securities or
instruments for outstanding Subordinated Debt) if the effect of such amendment,
modification or waiver is to: (i) increase the interest rate on the Subordinated
Debt or change (to earlier dates) the dates upon which principal and interest
are due thereon; (ii) alter the redemption, prepayment or subordination
provisions thereof; (iii) alter the covenants and events of default in a manner
which would make such provisions more onerous or restrictive to the Borrower or
any Subsidiary; or (iv) otherwise increase the obligations of the Borrower in
respect of the Subordinated Debt or confer additional rights upon the Creditor
which individually or in the aggregate would be adverse to the Borrower, its
Subsidiaries or the Senior Lenders.

         SECTION 15 OBLIGATIONS OF BORROWER NOT AFFECTED. The provisions of this
Agreement are intended solely for the purpose of defining the relative rights
against the Borrower of the Creditor, on the one hand, and the Collateral Agent
and the Senior Lenders, on the other hand. Nothing contained in this Agreement
shall (i) impair, as between the Borrower and the Creditor, the obligation of
the Borrower to pay the principal of or interest on the Subordinated Note and
its other obligations with respect to the Subordinated Debt as and when the same
shall become due and payable in accordance with the terms thereof, or (ii)
otherwise affect the relative rights against the Borrower of the Creditor, on
the one hand, and the creditors of the Borrower (other than the Senior Lenders
and the Collateral Agent), on the other hand.

         SECTION 16 ENDORSEMENT OF SUBORDINATED NOTES: FURTHER ASSURANCES AND
ADDITIONAL ACTS.

         (a) ENDORSEMENT OF SUBORDINATED NOTE. At the request of the Collateral
Agent, the Subordinated Note and all other documents and instruments evidencing
any of the Subordinated Debt shall be endorsed with a legend noting that the
Subordinated Note and such other documents and instruments are subject to this
Agreement, and the Creditor shall promptly deliver to the Collateral Agent
evidence of the same.

         (b) FURTHER ASSURANCES AND ADDITIONAL ACTS. Each of the Creditor and
the Borrower shall execute, acknowledge, deliver, file, notarize and register at
its own expense all such further agreements, instruments, certificates,
financing statements, documents and assurances, and perform such acts as the
Collateral Agent or the Required Secured Parties shall deem necessary or
appropriate to effectuate the purposes of this Agreement, and promptly



                                       9.

<PAGE>

provide the Collateral Agent with evidence of the foregoing satisfactory in form
and substance to THE COLLATERAL Agent and the Required Secured Parties.

         SECTION 17 NOTICES. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including by
facsimile transmission) and shall be mailed, sent or delivered at or to the
address or facsimile number of the respective party or parties set forth in the
Credit Agreement or the Amended and Restated Note Purchase Agreement, as the
case may be, or, in the case of the Creditor, at or to its address or facsimile
number set forth on the signature pages hereof, or at or to such other address
or facsimile number as such party or parties shall have designated i a written
notice to the other party or parties. All such notices and communications shall
be effective (i) if delivered by hand, when delivered; (ii) if sent by mail,
upon the earlier of the date of receipt or five Business Days after deposit in
the mail, first class (or air mail, with respect to communications to be sent to
or from the United States), postage prepaid; and (iii) if sent by facsimile
transmission, when sent.

         SECTION 18 NO WAIVER; CUMULATIVE REMEDIES. No failure on the part of
the Collateral Agent or any Senior Lender to exercise, and no delay in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
remedy, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights and remedies
under this Agreement are cumulative and not exclusive of any rights, remedies,
powers and privileges that may otherwise be available to the Collateral Agent or
any Senior Lender.

         SECTION 19 COSTS AND EXPENSES.

         (a) PAYMENTS BY BORROWER. The Borrower agrees to pay to the Collateral
Agent and the Senior Lenders on demand the reasonable out-of-pocket costs and
expenses of the Collateral Agent and the Senior Lenders, and the reasonable fees
and disbursements of counsel to the Collateral Agent and the Senior Lenders
(including allocated costs of internal counsel), in connection with the
negotiation, preparation, execution, delivery and administration of this
Agreement, and any amendments, modifications or waivers of the terms thereof.

         (b) PAYMENTS BY BORROWER AND CREDITOR. Each of the Borrower and the
Creditor jointly and severally agrees to pay to the Collateral Agent on demand
all costs and expenses of the Collateral Agent and the Senior Lenders, and the
fees and disbursements of counsel (including allocated costs of internal
counsel), in connection with the enforcement or attempted enforcement of, and
preservation of rights or interests under, this Agreement, including any losses,
costs and expenses sustained by the Collateral Agent and any Senior Lender as a
result of any failure by the Creditor to perform or observe its obligations
contained in this Agreement.

         SECTION 20 SURVIVAL. All covenants, agreements, representations and
warranties made in this Agreement shall, except to the extent otherwise provided
herein, survive the execution and delivery of this Agreement, and shall continue
in full force and effect so long as any Senior Debt remains unpaid or the Senior
Lenders have any Commitments. Without limiting the generality of the foregoing,
the obligations of the Borrower and the Creditor under


                                       10.


<PAGE>


Section 19 shall survive the satisfaction of the Senior Debt and the termination
of the Commitments.

         SECTION 21 BENEFITS OF AGREEMENT. This Agreement is entered into for
the sole protection and benefit of the parties hereto and their successors and
assigns, and no other Person (other than any Person that becomes a Senior Lender
after the date hereof) shall be a direct or indirect beneficiary of, or shall
have any direct or indirect cause of action or claim in connection with, this
Agreement.

         SECTION 22 BINDING EFFECT. This Agreement shall be binding upon, inure
to the benefit of and be enforceable by the Borrower, the Creditor, &.
Collateral Agent and each Senior Lender and their respective successors and
assigns.

         SECTION 23 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         SECTION 24 SUBMISSION TO JURISDICTION.

         (a) SUBMISSION TO JURISDICTION. The Creditor hereby (i) submits to the
nonexclusive jurisdiction of the courts of the State of New York and the Federal
courts of the United States sitting in the State of New York for the purpose of
any action or proceeding arising out of or relating to this Agreement, (ii)
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such courts, (iii) irrevocably waives (to the extent permitted
by applicable law) any objection which it now or hereafter may have to the
laying of venue of any such action or proceeding brought in any of the foregoing
courts, and any objection on the ground that any such action or proceeding in
any such court has been brought in an inconvenient forum and (iv) agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
permitted by law.

         (b) APPOINTMENT OF PROCESS COLLATERAL AGENT. The Creditor hereby
irrevocably appoints the Borrower (the "Process Collateral Agent"), as its
authorized agent with all powers necessary to receive on its behalf service of
copies of the summons and complaint and any other process which may be served in
any action or proceeding arising out of or relating to this Agreement in any of
the courts in and of the State of New York. Such service may be made by mailing
or delivering a copy of such process to the Creditor in care of the Process
Collateral Agent at the Process Collateral Agent's address, and the Creditor
hereby irrevocably authorizes and directs the Process Collateral Agent to accept
such service on its behalf and agrees that the failure of the Process Collateral
Agent to give any notice of any such service to the Creditor shall not impair or
affect the validity of such service or of any judgment rendered in any action or
proceeding based thereon. As an alternative method of service, the Creditor also
irrevocably consents to the service of any and all process in any such action or
proceeding by the mailing of copies of such process to the Creditor at its
address specified in Section 17. If for any reason the Borrower shall cease to
act as Process Collateral Agent, the Creditor shall appoint forthwith, in the
manner provided for herein, a successor Process Collateral Agent qualified to
act as an

                                       11


<PAGE>

Collateral Agent for service of process with respect to all courts in and of the
State of New York and acceptable to the Collateral Agent.

         (c) NO LIMITATION. Nothing in this Section 24 shall affect the right of
the Collateral Agent or the Senior Lenders to serve legal process in any other
MANNER PERMITTED BY law or limit the right of the Collateral Agent or the Senior
Lenders to bring any action or proceeding against the Creditor or its property
in the courts of other jurisdictions.

         SECTION 25 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS,

         (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the Borrower, the Senior Lenders, the Collateral Agent and the Creditor with
respect to the matters set forth herein and supersedes any prior agreements,
commitments, drafts, communications, discussions and understandings, oral or
written, with respect thereto. There are no conditions to the full effectiveness
of this Agreement.

         (b) AMENDMENTS AND WAIVERS. No amendment to any provision of this
Agreement shall in any event be effective unless the same shall be in writing
and signed by the Borrower, the Creditor, the Collateral Agent and the Required
Secured Parties (or the Collateral Agent with the written consent of the
Required Secured Parties); and no waiver of any provision of this Agreement, or
consent to any departure by the Borrower or the Creditor therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Collateral Agent and the Required Secured Parties (or the Collateral Agent with
the consent of the Required Secured Parties). Any such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

         SECTION 26 CONFLICTS. In case of any conflict or inconsistency between
any terms of this Agreement, on the one hand, and the Note Purchase Agreement,
the Subordinated Note or any other document or instrument relating to the
Subordinated Debt, on the other hand, then the terms of this Agreement shall
control.

         SECTION 27 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
all applicable laws and regulations. If, however, any provision of this
Agreement shall be prohibited by or invalid under any such law or regulation in
any jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed so modified, it shall be ineffective and invalid only to
the extent of such prohibition or invalidity without affecting the remaining
provisions of this Agreement or the validity or effectiveness of such provision
in any other jurisdiction.

         SECTION 28 INTERPRETATION. This Agreement is the result of negotiations
between, and have been reviewed by counsel to, the Collateral Agent, the Senior
Lenders, the Creditor, the Borrower and other parties, and is the product of all
parties hereto. Accordingly, this Agreement shall not be construed against any
of the Senior Lenders or the Collateral Agent merely because of the Collateral
Agent's or any Senior Lender's involvement in the preparation thereof.


                                       12.


<PAGE>


         SECTION 29 COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.

         SECTION 30 TERMINATION OF AGREEMENT. Upon payment in cash and
performance in full of the Senior Debt and the termination of the Commitments,
this Agreement shall terminate and the Collateral Agent and the Senior Lenders
shall promptly execute and deliver to the Borrower and the Creditor such
documents and instruments as shall be necessary to evidence such termination;
PROVIDED, HOWEVER, that the obligations of the Borrower and the Creditor under
Section 19 shall survive such termination.

                              [SIGNATURES FOLLOW.]






                                       13.


<PAGE>





         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

                                      THE COLLATERAL AGENT

                                      COOPERATIEVE CENTRALE
                                      RAIFFEISEN-BOERENLEENBANK B.A.,
                                      "RABOBANK INTERNATIONAL",
                                      NEW YORK BRANCH, as Collateral Agent

                                      By____________________________________
                                          Title:

                                      By____________________________________
                                          Title:



                                      THE SENIOR LENDERS

                                      COOPERATIEVE CENTRALE
                                      RAIFFEISEN-BOERENLEENBANK B.A.
                                      "RABOBANK INTERNATIONAL",
                                       NEW YORK BRANCH

                                      By____________________________________
                                         Title:

                                      By____________________________________
                                         Title:



                                      FARM CREDIT WEST FLCA

                                      By ___________________________________
                                         Title:

                                      U.S. BANK NATIONAL ASSOCIATION

                                      By ___________________________________
                                         Title:


                                       14.


<PAGE>





                                      COMERICA BANK-CALIFORNIA

                                      By __________________________________
                                         Title:



                                      AGSTAR FINANCIAL SERVICES, PCA, D/B/A
                                      FARM CREDIT SERVICES COMMERCIAL
                                      FINANCE GROUP

                                      By __________________________________
                                         Title:



                                      FARM CREDIT SERVICE OF AMERICA, PCA

                                      By  _________________________________
                                      Title:



                                      THE CREDITOR




                                      By __________________________________
                                      Title:

                                      Address:

                                      _____________________________________
                                      _____________________________________
                                      _____________________________________
                                      Attn: _______________________________
                                      Fax No.______________________________


                                      THE BORROWER


                                      THE CHALONE WINE GROUP, LTD.


                                      By __________________________________
                                      Title:


                                       15.


<PAGE>


                                   Schedule 1

                           to Subordination Agreement

                                "SENIOR LENDERS"

A.       Senior Lenders party to the Credit Agreement:

         1.       Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
                  "Rabobank International", New York Branch, as Issuing Lender,
                  as Swingline Lender, as a Lender and as Agent

         2.       Farm Credit West FLCA

         3        U.S. Bank National Association

         4.       Comerica Bank - California

         5.       Each other Person from time to time party to the Credit
                  Agreement as a "Lender" thereunder.

B.       Senior Lenders party to the Amended and Restated Note Purchase
         Agreement.

         1.       Agstar Financial Services, PCA, d/b/a Farm Credit Services
                  Commercial Finance Group

         2.       Farm Credit Services of America, PCA

         3        Each other Person from time to time party to the Amended and
                  Restated Note Purchase Agreement as a "Purchaser" thereunder.

C.       Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
         International", New York Branch, as Collateral Agent




                                       16.