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                          THE CHALONE WINE GROUP, LTD.

                         -----------------------------

                       FIRST AMENDMENT, CONSENT AND WAIVER

                          Dated as of February 8, 2001

                                       To

                             NOTE PURCHASE AGREEMENT
                         Dated as of September 15, 2000
                                       and
                       the NOTES Dated September 15, 2000

                         -----------------------------

 Re: $5,000,000 8.75% Senior Guaranteed Notes, Series A, Due September 15, 2010
  $10,000,000 8.78% Senior Guaranteed Notes, Series B, Due September 15, 2010
  $15,000,000 8.90% Senior Guaranteed Notes, Series C, Due September 15, 2010


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<PAGE>

            FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND THE NOTES

                  THIS FIRST AMENDMENT,  CONSENT AND WAIVER dated as of February
8, 2001 (the or this "FIRST  AMENDMENT") to the Note Purchase Agreement dated as
of  September  15,  2000 and the Notes  dated  September  15,  2000 is among The
Chalone Wine Group, Ltd., a California corporation  ("COMPANY"),  the Subsidiary
Guarantors  (as  defined  below) and Farm Credit  Services  of America,  PCA and
AgStar Financial Services, PCA DBA Farm Credit Services Commercial Finance Group
(collectively, the "NOTEHOLDERS ").

                                    RECITALS:

                  A. The Company and the  Noteholders  have  heretofore  entered
into that certain Note  Purchase  Agreement  dated as of September 15, 2000 (the
"NOTE AGREEMENT"). The Company has heretofore issued its $5,000,000 8.75% Senior
Guaranteed Notes,  Series A, Due September 15, 2010 bearing PPN 157639 A* 6 (the
"SERIES A NOTES"),  dated  September  15,  2000,  its  $10,000,000  8.78% Senior
Guaranteed Notes,  Series B, Due September 15, 2010 bearing PPN 157639 A@ 4 (the
"SERIES B NOTES"),  dated  September 15, 2000 and its  $15,000,000  8.90% Senior
Guaranteed  Notes,  Series C, Due September 15, 2010 bearing PPN 157639 A# 2 and
dated September 15, 2000 (the "SERIES C NOTES"; the Series A Notes, the Series B
Notes and the Series C Notes are  hereinafter  collectively  referred  to as the
"NOTES") pursuant to the Note Agreement. The Noteholders are the holders of 100%
of the principal amount of the Notes presently outstanding.

                  B. Edna Valley  Vineyard,  a  California  general  partnership
("EDNA  VALLEY")  and SHW Equity Co., a  Washington  corporation  ("SHW")  (Edna
Valley  and SHW are  hereinafter  collectively  referred  to as the  "SUBSIDIARY
GUARANTORS ") have heretofore  entered into those certain  Subsidiary  Guarantee
Agreements,  each dated as of September 15, 2000 (collectively,  the "SUBSIDIARY
GUARANTEE  AGREEMENTS  ") under and  pursuant  to which  each of the  Subsidiary
Guarantors  guaranteed  the  payment  of the  Notes and the  performance  by the
Company of its obligations under the Note Agreement.

                  C. The Company is in default of certain of the  covenants  set
forth in the Note  Agreement and the Company and the  Noteholders  now desire to
amend the Note  Agreement  and the Notes as of February 8, 2001 (the  "EFFECTIVE
DATE")  in the  respects,  but  only in the  respects,  hereinafter  set  forth.
Pursuant  to Section  17.1 of the Note  Agreement,  since  this First  Amendment
includes  a change in the rate of  interest  on the  Notes,  the  consent of the
holders of 100% of the aggregate  principal  amount of the outstanding  Notes is
required to amend the Note  Agreement as  contemplated  herein.  The  Subsidiary
Guarantors  now  desire  to  affirm  their  respective   obligations  under  the
Subsidiary Guarantee Agreements.

                  D. All  requirements  of law have been fully complied with and
all other acts and things necessary to make this First Amendment a valid,  legal
and binding instrument  according to its terms for the purposes herein expressed
have been done or performed.



<PAGE>


                  NOW, THEREFORE, upon the full and complete satisfaction of the
conditions  precedent to the  effectiveness of this First Amendment set forth in
ss.6 hereof,  the Company,  the Subsidiary  Guarantors and the Noteholders,  for
good and valuable  consideration  the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:

        SECTION 1 DEFINITIONS; REFERENCES. Unless otherwise specifically defined
herein,  each term used herein which is defined in the Note Agreement shall have
the  meaning  assigned to such term in the Note  Agreement.  Each  reference  to
"hereof",  "hereunder",  "herein" and "hereby" and each other similar  reference
and  each  reference  to  "this  Agreement"  and each  other  similar  reference
contained  in the Note  Agreement  shall from and after the date hereof refer to
the Note Agreement as amended hereby.

        SECTION 2 AMENDMENTS.

        (a) The first sentence of Section 1.1 of the Note Agreement shall be and
the same is hereby amended to read as follows:

        "The Company will authorize the issue and sale of (i)  $5,000,000  8.90%
        Senior Guaranteed Notes, Series A, Due September 15, 2010 (the "Series A
        Notes");  (ii) $10,000,000 8.93% Senior Guaranteed Notes,  Series B, Due
        September 15, 2010 (the "Series B Notes");  and (iii)  $15,000,000 9.05%
        Senior Guaranteed Notes, Series C, Due September 15, 2010 (the "Series C
        Notes", and together with the Series A Notes and the Series B Notes, the
        "Notes",  such term to  include  any such notes  issued in  substitution
        therefor pursuant to Section 13 of this Agreement)."

        (b) Exhibit 1-A, 1-B and 1-C to the Note Agreement shall be and the same
are hereby  amended in their entirety by  substituting  Exhibit 1-A, 1-B and 1-C
attached hereto in place of said Exhibits 1-A, 1-B and 1-C.

        (c) Schedule B to the Note  Agreement  shall be and is hereby amended by
the addition thereto of the following definition:

        "CONSOLIDATED  DEPRECIATION  AND  AMORTIZATION  EXPENSE"  for any period
        shall mean on a consolidated  basis all  depreciation  and  amortization
        expense of the Company and its  Restricted  Subsidiaries  (to the extent
        deducted in determining Consolidated Net Income).

        (d) Section 10.5 of the Note Agreement shall be and is hereby amended in
its entirety to read as follows:

        "10.5 Interest Coverage; Funded Debt to Earnings Coverage.

        (a) The  Company  shall at all  times  keep and  maintain  the  ratio of
        Consolidated Net Income  Available for Consolidated  Interest Expense to
        Consolidated  Interest  Expense,  calculated  on a Rolling  Four Quarter
        basis (i) at the end of each fiscal quarter  beginning as of the quarter
        ending December 31, 2000 and ending as of the quarter ending


<PAGE>


        December  31,  2001,  of at least 1.5 to 1.0 and (ii) at the end of each
        fiscal quarter ending after December 31, 2001, of at least 2.0 to 1.0.

        (b) The Company  shall at all times keep and  maintain  the ratio of (i)
        the sum (without  duplication) of (x) Consolidated  Current Debt and (y)
        Consolidated  Funded Debt to (ii) the sum of (x) Consolidated Net Income
        Available  for  Consolidated   Interest  Expense  and  (y)  Consolidated
        Depreciation  and  Amortization  Expense,  calculated  on a Rolling Four
        Quarter basis (1) at the end of each fiscal  quarter  ending on or prior
        to June 30,  2001,  of not more than 5.2 to 1.0,  (2) at the end of each
        fiscal  quarter  ending after June 30, 2001 and on or prior to March 31,
        2002,  5.0 to 1.0,  (3) at the end of each fiscal  quarter  ending after
        March 31,  2002 on or prior to March 31,  2003,  of not more than 4.5 to
        1.0, and (4) at the end of each fiscal quarter ending thereafter, of not
        more than 3.5 to 1.0."

        SECTION 3 REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  To induce the
Noteholders to execute and deliver this First Amendment  (which  representations
shall survive the execution and delivery of this First  Amendment),  each of the
Company and the Subsidiary  Guarantors  represent and warrant to the Noteholders
that:

        (a) since September 30, 2000, there has been no change in the condition,
financial  or  otherwise,  of the Company and its  Subsidiaries  as shown on the
consolidated balance sheet as of such date except changes in the ordinary course
of  business,  none of  which  individually  or in the  aggregate  has  had,  or
reasonably could be expected to have, a Material Adverse Effect;

        (b)  this  First  Amendment  has  been  duly  authorized,  executed  and
delivered  by it and this  First  Amendment  constitutes  the  legal,  valid and
binding  obligation,  contract  and  agreement  of the  Company  and  Subsidiary
Guarantors  enforceable  against  it in  accordance  with its  terms,  except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting  creditors' rights generally and general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or in law);

          (c)  the  Note  Agreement,   as  amended  by  this  First   Amendment,
constitutes the legal, valid and binding  obligation,  contract and agreement of
the  Company  enforceable  against it in  accordance  with its terms,  except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting  creditors' rights generally and general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or in law);

         (d)  the  execution,  delivery  and  performance  by  the  Company  and
Subsidiary  Guarantors of this First  Amendment (i) has been duly  authorized by
all requisite  corporate action and, if required,  shareholder action, (ii) does
not require the consent or approval of any  governmental  or regulatory  body or
agency,  and (iii) will not (A) violate (1) any provision of law, statute,  rule
or regulation or its certificate of  incorporation  or bylaws,  (2) any order of
any court or any rule,  regulation  or order of any other  agency or  government
binding upon it, or (3) any  provision of any material  indenture,  agreement or
other instrument to which it is a party or by which its properties or assets are
or may be bound,  including,  without limitation,  the Credit Agreement,  or (B)
result in a breach or constitute (along or with due notice or lapse of time or



<PAGE>

both) a default under any indenture,  agreement or other instrument  referred to
in clause (iii)(A)(3) of this ss.3(d);

        (e) as of the  date  hereof  and  after  giving  effect  to  this  First
Amendment, no Default or Event of Default has occurred which is continuing; and

        (f) except as otherwise set forth in the Schedules to the Note Agreement
or on Schedule I hereto,  all the  representations  and warranties  contained in
ss.5 of the Note  Agreement  are true and correct in all material  respects with
the same force and effect as if made by the Company and Subsidiary Guarantors on
and as of the date hereof.

        SECTION 4 AFFIRMATION OF SUBSIDIARY  GUARANTEE  AGREEMENTS.  Each of the
Subsidiary  Guarantors  hereby  affirm  each of their  obligations  under  their
respective  Subsidiary  Guarantee  Agreements  after giving effect to this First
Amendment.

        SECTION 5 AGREEMENTS,

        (a) Upon and by virtue of this First  Amendment  becoming  effective  as
herein contemplated, the failure of the Company to comply with the provisions of
Section  10.5 of the Note  Agreement  on or prior to the  Effective  Date  which
constitutes an Event of Default under the Note Agreement shall be deemed to have
been waived by the Noteholders.

        (b) The Company  understands  and agrees that the waivers  contained  in
this ss.5 pertain only to the matters and to the extent herein described and not
to any other  actions of the Company  under,  or matters  arising in  connection
with,  the Note  Agreement or the Notes or to any rights  which the  Noteholders
have arising by virtue of any such other actions or matters.

        (c) In  consideration  of the agreement of the  Noteholders to waive the
existing  Event of  Default  under  the Note  Agreement  described  above and to
consent to amend the Note  Agreement  and the Notes in the respects set forth in
ss.2  hereof,  the  Company  and the  Noteholders  agree that the Notes shall be
deemed (i) to bear interest from the Effective Date at the following  rates, (A)
with  respect to the  Series A Notes,  8.90%,  (B) with  respect to the Series B
Notes,  8.93%,  and (C) with respect to the Series C Notes,  9.05%,  and (ii) to
bear interest on overdue  payments at the following  rates,  (A) with respect to
the Series A Notes,  10.90%, (B) with respect to the Series B Notes, 10.93%, and
(C) with respect to the Series C Notes,  11.05%; in each case per annum from the
Effective Date, computed on the basis of a 360-day year of twelve 30-day months,
and in the  manner  and to the  extent  more  fully set forth in the form of the
Notes attached hereto as Exhibits 1-A, 1-B and 1-C; PROVIDED THAT from and after
the date on which the Company  delivers the  certificate  of a Senior  Financial
Officer  pursuant to Section 7.2(a) of the Note Agreement  which  certifies that
the ratio of Consolidated Net Income Available for Consolidated Interest Expense
to Consolidated Interest Expense,  calculated on a Rolling Four Quarter basis at
the end of any fiscal  quarter is at least 2.0 to 1.0 and is  maintained on such
basis in an amount at least  equal to 2.0 to 1.0,  the Notes  shall be deemed to
bear  interest at the rates in effect  thereon on September  15, 2000.  Upon the
happening of such interest rate change, the Noteholders and the Company agree to
execute and exchange revised Notes reflecting such interest rate change.


<PAGE>

        (d) In further  consideration  of the  agreement of the  Noteholders  to
waive the existing  Event of Default under the Note Agreement  described  above,
and to consent to amend the Note  Agreement  and the Notes in the  respects  set
forth in ss.2 hereof,  the Company  agrees that,  within ten (10)  Business Days
after the date  hereof,  the Company  shall (i) deliver to the  Noteholders  the
guarantee of its  subsidiary  Canoe Ridge  Vineyard,  LLC, a Washington  limited
liability company ("CANOE RIDGE"), with the effect that Canoe Ridge shall become
an "Additional  Subsidiary  Guarantor" within the meaning of the Note Agreement,
and shall cause Canoe Ridge to comply with the  requirements of Section 10.11 of
the Note Agreement; and (ii) deliver to the Noteholders the favorable opinion of
counsel to the Company as to the matters set forth in ss.ss.3(b),  3(c) and 3(d)
hereof,  which  opinion  shall  be in form  and  substance  satisfactory  to the
Noteholders.

        SECTION 6 CONDITIONS  TO  EFFECTIVENESS  OF THIS  AMENDMENT.  This First
Amendment shall not become  effective  until,  and shall become  effective when,
each and every one of the following conditions shall have been satisfied:

        (a) executed counterparts of this First Amendment,  duly executed by the
Company,  the Subsidiary  Guarantors and the holders of 100% of the  outstanding
principal of the Notes, shall have been delivered to the Noteholders;

        (b) the Noteholders  shall have received a written consent to this First
Amendment  for  purposes  of  Section  5.2(D)(v)  of the Credit  Agreement  duly
executed  by  Cooperatieve  Centrale  RaiffeisenBoerenleenbank  B.A.,  "Rabobank
Nederland",  New York  Branch,  which  consent  shall  be in form and  substance
satisfactory to the Noteholders;

        (c) the Noteholders  shall have received  evidence  satisfactory to them
that the Credit Agreement has been amended substantially as proposed in the form
annexed hereto as Exhibit B;

        (d) the representations and warranties of the Company and the Subsidiary
Guarantors  set forth inss.3  hereof are true and correct on and with respect to
the date hereof;

        (e) the  Company  shall have paid the  reasonable  fees and  expenses of
McDermott,  Will & Emery,  counsel to the  Noteholders,  in connection  with the
negotiation,  preparation,  approval,  execution  and  delivery  of  this  First
Amendment; and

        (f) the  Company  shall  have paid the  amendment  fee in the  amount of
$30,000.00 pro rata to the Noteholders.

         SECTION 7 MISCELLANEOUS.

        (a) This First  Amendment  shall be construed in connection  with and as
part of the Note  Agreement and the Notes,  and except as modified and expressly
amended by this First Amendment,  all terms,  conditions and covenants contained
in the Note Agreement and the Notes,  as amended on the date hereof,  are hereby
ratified and shall be and remain in full force and effect.

        (b) Any and all notices,  requests,  certificates and other  instruments
executed and delivered  after the execution and delivery of this First Amendment
may refer to the Note


<PAGE>


Agreement  and the  Notes  without  making  specific  references  to this  First
Amendment  but  nevertheless  all  such  references  shall  include  this  First
Amendment unless the context otherwise requires.

        (c) The  descriptive  headings of the various  Sections or parts of this
First  Amendment  are for  convenience  only and shall not affect the meaning or
construction of any of the provisions hereof.

        (d)  This  First  Amendment  shall  be  governed  by  and  construed  in
accordance with New York law

        (e) The execution  hereof by you shall  constitute a contract between us
for the uses and purposes hereinabove set forth, and this first amendment may be
executed in any number of counterparts,  each executed counterpart  constituting
an original, but all together only one agreement.


<PAGE>


IN WITNESS  WHEREOF,  the parties hereto have caused this First  Amendment to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written

                                           THE CHALONE WINE GROUP, LTD.

                                           By:
                                              -------------------------------
                                              Title

                                           EDNA VALLEY VINEYARD

                                           By: The Chalone Wine Group, Ltd.,
                                               Managing General Partner

                                           By:
                                              -------------------------------
                                               Title

                                           SHW EQUITY CO.

                                           By:
                                              -------------------------------
                                               Title




<PAGE>


 Accepted and Agreed:                      FARM CREDIT SERVICES OF AMERICA,
                                           PCA

                                           By:
                                              ------------------------------
                                              Title


<PAGE>





Accepted and Agreed:                       AGSTAR FINANCIAL SERVICES, PCA,
                                           DBA FARM CREDIT SERVICES
                                           COMMERCIAL FINANCE GROUP

                                           By:
                                              ------------------------------
                                           Title

<PAGE>



                 SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

         THIS  SECOND   AMENDMENT   TO  CREDIT   AGREEMENT   AND  WAIVER   (this
"AMENDMENT"), dated as of February 9, 2001, is entered into by and among CHALONE
WINE   GROUP,    LTD.    (the    "BORROWER"),    and    COOPERATIEVE    CENTRALE
RAIFFEISENBOERENLEENBANK B.A.,"RABOBANK NEDERLAND, NEW YORK BRANCH (THE "Bank"),

                                    RECITALS

         A. The Borrower and the Bank are parties to a Credit Agreement dated as
of March 31, 1999, as amended by a First Amendment to Credit  Agreement dated as
of September 15, 2000 (as so amended,  the "CREDIT AGREEMENT") pursuant to which
the Bank has extended certain credit facilities to the Borrower.

         B. The  Borrower  has  requested  that the Bank  agree to (i) amend the
required  EBIT/Interest  Expense  ratio  set forth in  subsection  5.3(B) of the
Credit  Agreement for the rolling  4-quarter period ended December 31, 2000, and
ending  March 31,  2001,  and (ii) waive the Event of Default  arising  from the
Borrower's  noncompliance with subsection 5.3(B), prior to giving effect to this
Amendment, for the 4-quarter period ended December 31, 2000.

         C. The  Borrower  has also  requested  that the Bank agree to waive the
Borrower's  compliance  with  subsection  5.2(F)(g)  of the Credit  Agreement to
permit the Borrower to acquire the remaining 50% of the membership  interests in
Canoe  Ridge  Vineyard  LLC  which are not  already  owned by the  Borrower  for
approximately  $3,960,000  in  cash,  inasmuch  as  subsection  5.2(F)(g)  would
prohibit the consummation of such Acquisition  while any Event of Default exists
under the Credit Agreement.

         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 Recitals above and in the Consent and Agreement of
Guarantors  attached  hereto)  shall have the  meanings  assigned to them in the
Credit Agreement.

         2.   AMENDMENT. Subject to the terms and conditions  hereof, subsection
5.3(B) of the Credit Agreement is hereby amended and restated in its entirety as
follows:

              "(B) The  Borrower  shall  maintain,  for each  rolling  4-quarter
              period,  a ratio of (i) EBIT for  such  4-quarter  period  to (ii)
              Interest  Expense  for  such  4-quarter   period,   in  each  case
              determined in accordance with GAAP on a consolidated basis, of not
              less than (A) 1.50 to 1.00,  measured as of December 31, 2000, and
              March 31, 2001, and (B) 2.00 to 1.00,  measured as of the last day
              of each fiscal quarter thereafter."




                                       1.


<PAGE>

         3.   WAIVERS.

         (a) Subject to the terms and conditions  hereof, the Bank hereby waives
the  Event of  Default  resulting  solely  as a  consequence  of the  Borrower's
noncompliance  with  the  required  EDIT/Interest  Expense  ratio  set  forth at
subsection  5.3(B)  of the  Credit  Agreement,  prior to  giving  effect to this
Amendment, for the 4-quarter period ended December 31, 2000.

         (b) Subject to the terms and conditions  hereof, the Bank hereby waives
compliance   by  the  Borrower   with  the  covenant  set  forth  at  subsection
5.2(F)(g)(ii)  of  the  Credit  Agreement,   which  provides  in  part  that  no
Acquisition may be effected while any Event of Default exists,  solely to permit
the Borrower to acquire the remaining 5091' of the membership interests in Canoe
Ridge Vineyard LLC not already owned by the Borrower,  thereby  resulting in the
Borrower  owning 100  (degree)%  of the  membership  interests  in such  entity;
PROVIDED  that (i) such  Acquisition  shall be subject in every other respect to
the  terms and  conditions  of the  Credit  Agreement,  and (ii) the total  cash
consideration  paid  by  the  Borrower  or  any of  its  Subsidiaries  for  such
Acquisition shall not exceed $3,960,000 in the aggregate.

         4.   REQUIRED BANK CONSENT FOR FUTURE ACQUISITIONS.   Without  limiting
the operation of any other term or condition of the Credit Agreement (including,
without limitation,  subsection 5.2(F)(g)), the Borrower agrees and acknowledges
that from and after the date hereof  through March 31, 2001, it shall not effect
any Acquisition without the prior written consent of the Bank.

         5.   REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Bank as of the Effective Date, as follows:

              (a) After giving effect to this Amendment, no Event of Default has
occurred and is continuing.

              (b) All  representations  and warranties of the Borrower contained
in the Credit Agreement are true and correct.

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

         6.   EFFECTIVE  DATE.  This Amendment will become effective on the date
first above written (the "EFFECTIVE DATE"),  PROVIDED that each of the following
conditions precedent is satisfied:

              (a) The Bank has received  (i) from the  Borrower a duly  executed
original  (or,  if  elected by the Bank,  an  executed  facsimile  copy) of this
Amendment, and (ii) from each guarantor a duly executed original (or, if elected
by the Bank,  an  executed  facsimile  copy) of the  Consent  and  Agreement  of
Guarantors attached hereto.

              (b) All representations  and warranties  contained herein are true
and correct as of the Effective Date.


                                       2.


<PAGE>

              (c) The Bank has received an executed copy of the First Amendment,
Consent  and Waiver  dated as of  February  8,  2001,  among the  Borrower,  the
"Subsidiary  Guarantors" (as therein defined),  Farm Credit Services of America,
PCA, and AgStar Financial  Services,  PCA (d/b/a Farm Credit Services Commercial
Finance Group), in form and substance satisfactory to the Bank in its reasonable
discretion (such agreement, in form and substance reasonably satisfactory to the
Bank, the "First Amendment, Consent and Waiver").

         7.   CONSENT.  The Bank hereby consents to the amendments to the Senior
Unsecured Notes effected by the First Amendment, Consent and Waiver for purposes
of subsection 5.2(D)(v) of the Credit Agreement.

         8.   RESERVATION OF RIGHTS.  The  Borrower acknowledges and agrees that
the Bank's  execution and delivery of this Amendment  shall not be deemed (i) to
create a course of dealing or otherwise  obligate the Bank to forbear or execute
similar  amendments  or waivers under the same or similar  circumstances  in the
future, or (ii) to waive,  relinquish or impair any right of the Bank to receive
any  indemnity  or  similar  payment  from any  Person as a result of any matter
arising  from or  relating  to the  subject  matter of this  Amendment.  Nothing
contained  herein  shall be deemed a waiver of (or  otherwise  affect the Bank's
ability to enforce) any other Event of Default, including without limitation (i)
any Event of Default as may now or  hereafter  exist and arise from or otherwise
be related to the defaults waived under Section 3 above (the "Waived Defaults"),
and (ii) any Event of Default  arising at any time after the Effective  Date and
which is similar in type to any of the Waived Defaults.

         9.   MISCELLANEOUS

              (a) All terms,  covenants and  provisions of the Credit  Agreement
are and shall remain in full force and effect.

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

              (c)  This  Amendment   shall  be  governed  by  and  construed  in
accordance with the law of the State of California.

              (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.  Transmission of signatures of
any  party by  facsimile  shall  for all  purposes  be deemed  the  delivery  of
original,  executed  counterparts  thereof and the Bank is hereby  authorized to
make sufficient photocopies thereof to assemble complete counterparty documents.

              (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 7.1 of the Credit Agreement.



                                       3.


<PAGE>


              (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 Bank,  upon
demand,  for all costs  and  expenses  (including  reasonable  attorneys'  fees)
incurred in connection with the development, preparation, negotiation, execution
and delivery of this Amendment.

              (h) This Amendment constitutes a "Loan Document" under and for all
purposes of the Credit Agreement and the other Loan Documents.

                            [SIGNATURE PAGE FOLLOWS.]








                                       4.

<PAGE>



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


                                        CHALONE WINE GROUP, LTD.

                                        By: /s/THOMAS B. SELFRIDGE
                                            ------------------------
                                        Name: Thomas B. Selfridge
                                              ----------------------
                                        Title: Pres/CFO
                                               ---------------------

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

                                        By: /s/ EDWARD PAYSOR
                                            ------------------------
                                        Name:   Edward Paysor
                                              ----------------------
                                        Title:  Executive Director
                                               ---------------------


                                        By: /s/ ANGELO J. BALESTRIERI
                                            -------------------------
                                        Name:   Angelo J. Balestrieri
                                              -----------------------
                                        Title:  Vice President
                                               ---------------------






                                       5.