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                   AMENDMENT OF AGRICULTURAL CREDIT AGREEMENT


This Amendment of Agricultural Credit Agreement ("Amendment") is made and 
entered into this 22nd day of August, 1997 by and between SANWA BANK 
CALIFORNIA (the "Bank") and SCHEID VINEYARDS CALIFORNIA INC. FKA SCHEID 
VINEYARDS INC. (the "Borrower") with respect to the following:

This Amendment shall be deemed to be a part of and subject to that certain 
agricultural credit agreement between the parties hereto and dated as of June 
4, 1997, as it may have been or be amended from time to time, and any and all 
addenda, riders, exhibits and schedules thereto (collectively, the 
"Agreement").  Unless otherwise defined herein, all terms used in this 
Amendment shall have the same meanings as in the Agreement.  To the extent 
that any of the terms or provisions of this Amendment conflict with those 
contained in the Agreement, the terms and provisions contained herein shall 
control.

WHEREAS, the Borrower and the Bank mutually desire to extend, amend and/or 
modify the Agreement

NOW THEREFORE, for value received and hereby acknowledged, the Borrower and 
the Bank agree as follows:

1.  REVISED REPORTING REQUIREMENTS - ANNUAL STATEMENTS.  The number of days 
provided for in section 6.09 A. of the Agreement, which is currently 120 
days, is hereby modified and changed to be 90 days.

2.  REVISED REPORTING REQUIREMENTS - INTERIM STATEMENTS.  A new section 6.09 
C. is added to the Agreement which reads as follows:  6.09 C. Interim 
Statements.  Not later than 45 days after the end of each fiscal quarter, the 
Borrower's financial statement as of the end of such fiscal quarter.

3.  REVISED FINANCIAL CONDITION - NEW WORTH.  Section 6.15 A. of the 
Agreement is hereby amended to read as follows:  6.15 A. Net Worth.  A 
minimum Effective Tangible Net Worth of not less than $20,000,000.00 to be 
measured quarterly.

4.  REVISED FINANCIAL CONDITION - CURRENT RATIO.  Section 6.15 B. of the 
Agreement is hereby amended to read as follows:  6.15 B. Current Ratio.  A 
ratio of current assets to current liabilities of not less than 2.00 to 1.00 
to be measured quarterly.

5.  REVISED FINANCIAL CONDITION - DEBT TO NET WORTH RATIO.  A new section 
6.15 D. is added to the Agreement which reads as follows:  6.15 D. Debt to 
Net Worth Ratio.  A Debt to Effective Tangible Net Worth ratio of not more 
than 1.75 to 1.00 to be measured quarterly.

6.  INCORPORATION INTO AGREEMENT.  On and after the effective date of this 
Amendment, each reference in the Agreement to "this Agreement", "hereunder", 
"hereof", "herein", or words of like import referring to the Agreement shall 
mean and be referenced to the Agreement as amended by this Amendment.

7.  NO WAIVER.  The execution, delivery and performance of this Amendment 
shall not, except as expressly provided herein, constitute a waiver of any 
provision of, or operate as a waiver of any right, power or remedy of the 
Bank under, the Agreement.

8.  CONFIRMATION OF OTHER TERMS AND CONDITIONS.  Except as specifically 
provided in this Amendment, all other terms, conditions and covenants of the 
Agreement which are unaffected by this Amendment shall remain unchanged and 
shall continue in full force and effect and the Borrower hereby covenants and 
agrees to perform and observe all terms, covenants and agreements provided 
for in the Agreement, as hereby amended.

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as 
of the date first hereinabove written.

BANK:                                   BORROWER:

SANWA BANK CALIFORNIA                   SCHEID VINEYARDS CALIFORNIA INC.
                                         FKA SCHEID VINEYARDS INC.

By:/s/Steven R. Edmonston               By:/s/ Alfred G. Scheid 
   ----------------------               ---------------------------------
   Steven R. Edmonston,                 Alfred G. Scheid, President
     Authorized Officer 

                                        By:/s/ Ernest M. Brown 
                                        ----------------------------------
                                        Ernest M. Brown, Secretary