<PAGE>

                                 STATE OF DELAWARE

                         OFFICE OF THE SECRETARY OF STATE

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO 
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
AMENDMENT OF "SCHEID VINEYARDS INC.", FILED IN THIS OFFICE ON THE 
TWENTY-THIRD OF NOVEMBER, A.D. 1998, AT 9:30 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE 
COUNTY RECORDER OF DEEDS.

                                         /s/ EDWARD J. FREEL
                                         -----------------------------------
                                         Edward J. Freel, Secretary of State

                                         AUTHENTICATION: 9421068
                                                   DATE: 11-23-98

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                              CERTIFICATE OF AMENDMENT
                                         OF
                            CERTIFICATE OF INCORPORATION
                                         OF
                               SCHEID VINEYARDS INC.

     Scheid Vineyards Inc., a corporation organized and existing under the 
General Corporation Law of the State of Delaware (the "corporation"), does 
hereby certify:

     The amendment to this corporation's Certificate of Incorporation (the 
"Certificate") set forth below was approved and duly adopted by this 
corporation's Board of Directors and stockholders in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware:

     RESOLVED, that the following Article XIII to the Certificate be, and it 
hereby is, adopted and approved:
                                          
                                          
                                    ARTICLE XIII
                                          
     To the extent that the laws of California govern the affairs of the 
corporation at any time and from time to time by virtue of the application of 
Section 2115 of the California General Corporation Law, the following 
provisions shall be applicable:

     A.   The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

     B.1. The corporation is authorized to provide indemnification of agents, 
as that term is defined in Section 317 of the California General Corporation 
Law, for breach of duty to the corporation and its stockholders, in excess of 
that expressly permitted by said Section 317, under any bylaw, agreement, 
vote of stockholders or disinterested directors or otherwise, to the fullest 
extent such indemnification may be authorized hereby, subject to the limits 
on such excess indemnification set forth in Section 204 of the California 
General Corporation Law.  In the event that any indemnification obligation 
provided for in any bylaw, agreement, vote of stockholders or disinterested 
directors or otherwise, whether currently in effect or hereafter adopted, 
exceeds the limits on excess indemnification set forth in Section 204 of the 
California General Corporation Law, such indemnification obligation shall be 
construed, and shall be deemed to be limited and modified, to the extent, but 
only to the extent, necessary to prevent such indemnification obligation from 
exceeding such limits on excess indemnification.

     2.   The corporation is further authorized to provide insurance for 
agents as set forth in Section 317 of the California General Corporation Law, 
provided that, in cases where the corporation owns all or a portion of the 
shares of the company issuing the insurance policy, the company and/or the 
policy must meet one of the two sets of conditions set forth in Section 317.

     3.   Any repeal or modification of the foregoing provisions of this 
Paragraph B of this Article XIII by the stockholders of this corporation 
shall not adversely affect any right or protection of an agent of the 
corporation existing at the time of such repeal or modification.

     IN WITNESS WHEREOF, Scheid Vineyards Inc. has caused this Certificate of 
Amendment to be signed by its duly authorized officer this 5th day of 
November 1998.

                                       SCHEID VINEYARDS INC.


                                       By: /s/ Alfred G. Scheid
                                           ------------------------------
                                            Alfred G. Scheid,
                                            Chairman of the Board and
                                            Chief Executive Officer

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