OMNIBUS AGREEMENT
     THIS  AGREEMENT is entered  into by and among THE CHALONE WINE GROUP,  LTD.
("Chalone"),   DOMAINES  BARONS  DE  OTHSCHILD  (LAFITE)  ("DBR"),   and  SUMMUS
FINANCIAL, INC. ("Summus"), as of the 22nd day of August, 1995.

     1.   Transactions Involving Chalone Securities.

          a.  Conversion of Debentures.

               (i) DBR  Debentures.  At the Closing  (as defined in  paragraph 6
hereof),  and subject to the terms and  conditions of this  Agreement,  DBR will
surrender  to  Chalone,  for  conversion  and  cancellation,   that  certain  5%
Convertible  Subordinated  Debenture Due 1999 issued by Chalone, dated April 19,
1989, in face amount of $3,072,000, and that certain 5% Convertible Subordinated
Debenture Due 1999 issued by Chalone,  dated  September 30, 1991, in face amount
of $9,312,000. In return for such surrender and cancellation, Chalone will issue
to DBR a total of  1,769,143  shares  of  Chalone's  no par value  common  stock
("Common Stock").

               (ii) Third-Party Debentures. Chalone shall, no later than May 15,
1995,  have  extended  an  offer to each of the  other  four  holders  of its 5%
Convertible  Subordinated  Debentures  Due 1999,  in  aggregate  face  amount of
$8,500,000,  also to surrender their  debentures to Chalone at the Closing,  for
conversion  and  cancellation,  in exchange for Chalone's  issuance of shares of
Common  Stock at the  rate of one  share  for each  $7.00  principal  amount  of
debentures.  (The DBR  debentures  discussed  in  subparagraph  1(a)(i)  and the
Third-Party   Debentures   discussed  in  this   subparagraph   1(a)(ii)   shall
collectively  herein be  referred to as the  "Debentures.")  The  acceptance  or
non-acceptance  of this offer,  by any one or more of the aforesaid  Third-Party
Debenture-holders,  shall not in any way affect DBR's  agreement to convert,  as
set forth in subparagraph 1(a)(i),  immediately above, nor in any way affect any
other provision of this Agreement.

               (iii) Interest.  Interest on all of the aforesaid Debentures will
continue  to  accrue  and be  payable,  in cash,  according  to the terms of the
Debentures, until conversion.  Accrued interest to the date of the Closing will,
for such Debentures as are surrendered for conversion hereunder,  be paid at the
Closing.  The foregoing  notwithstanding,  DBR may at its election,  upon giving
five business days' prior notice to Chalone, elect to set off against the amount
that it is  required to pay at the Closing  under  subparagraph  1(b) hereof the
amount that Chalone  will be required to pay to DBR at the  Closing,  as accrued
interest, pursuant to this subparagraph 1(a)(iii).

          b.  Sale and  Purchase  of Stock and  Warrants.  At the  Closing,  and
subject to the terms and  conditions of this  Agreement,  Chalone shall sell and
issue to each of DBR and Summus,  and each of DBR and Summus  agrees,  severally
and not jointly,  to purchase a total of 416,667 Units of Chalone's  securities,
each Unit consisting of one share of Chalone's  Common Stock and one Warrant (as
identified  below) for the  purchase of one share of Common Stock at an exercise
price of $8.00, for a per-Unit purchase price of $6.00 and an aggregate purchase
price of $2,500,002,  each. At the Closing, Chalone shall deliver to each of DBR
and Summus a stock  certificate  registered  in that party's name or the name of
that  party's  nominee  (as the party  shall so  direct)  representing  the said
416,667  shares  of Common  Stock and a  Warrant,  dated as of the  Closing  and
substantially  in the form attached hereto as Exhibit "A"  ("Warrant").  Each of
DBR and Summus  shall either  deliver to Chalone a certified or cashier's  check
payable to Chalone's order or a wire transfer of immediately  available funds to
Chalone's designated bank account, each in the sum of $2,500,002.

          c.   Right to Purchase Additional Shares.

               (i) In the event Chalone shall,  subsequent to the Closing,  sell
any of its Common Stock, or securities  convertible  into Common Stock, or grant
options for the purchase of Common Stock  (collectively,  "Securities")  (except
for  sales,  grants  or  issuances  pursuant  to  any  of  the  Plans  or  other
reservations  described in subparagraph 7(b),  hereafter,  and except for Common
Stock issued in exercise of previously-issued  Warrants or issued to the holders
of third-party Debentures converted subsequent to the Closing),  each of DBR and
Summus shall

                                    EXHIBIT 2

<PAGE>

have the right to purchase that amount of the particular  Securities  then being
issued,  on the same terms and  conditions as the remainder of the issuance,  as
will cause DBR's or Summus's (as applicable) voting power in Chalone immediately
upon the  completion  of such  issuance  to be not less than such  voting  power
immediately prior to the issuance.

               (ii)  If an  offering  subject  to this  subsection  is not to be
registered under the U.S.  Securities Act of 1933,  Chalone shall notify DBR and
Summus of the general terms and conditions of the offering,  and each of DBR and
Summus, each acting for itself, shall have 30 days thereafter in which to notify
Chalone as to whether it desires to purchase all or part of the Securities  that
it has the right to purchase pursuant to this subsection.

               (iii)  If  an  offering  subject  to  this  subsection  is  to be
registered under the Securities Act of 1933, Chalone shall advise DBR and Summus
that such  offering  is being  contemplated  at least 30 days before the initial
filing of a registration statement, to obtain an initial expression of interest.
Chalone shall further notify DBR and Summus not less than five days prior to the
effective  date of such  registration  statement  of the  anticipated  terms and
initial  price range of the  offering.  Each of DBR and Summus,  each acting for
itself,  shall have three days after such five-day notice within which to notify
Chalone as to whether it will  purchase the  Securities  to which it is entitled
hereunder assuming they are sold at not more than the maximum price specified in
the  anticipated  price  range.  If either  DBR or  Summus  has so agreed to the
purchase,  prior to the effective date of such registration statement, but it is
subsequently  determined  that the  Securities  can reasonably be expected to be
sold at a price above the  previously  specified  maximum  price,  Chalone shall
notify such party (DBR and/or Summus,  as  applicable),  at least three business
days prior to any sale at such higher  price,  of the then  anticipated  maximum
offering price;  DBR and/or Summus,  as applicable,  shall have one business day
after such notice within which to notify  Chalone as to whether it will purchase
the Securities to which it is entitled  hereunder  assuming they are sold at not
more than the maximum of the new anticipated price range.


2. Transactions Involving Chalone's Interest In DBR.

          a.  Acquisition of Interest in Chateau  Duhart-Milon.  At the Closing,
and  subject  to the  terms  and  conditions  of this  Agreement,  Chalone  will
surrender  to DBR for transfer to  Duhart-Milon  stock  certificates,  currently
standing in Chalone's  name,  representing a total of 14,054  ordinary shares of
DBR, in  exchange  for a 23.5%  partnership  equity  interest in Societe  Civile
Chateau  Duhart-Milon  (formerly  "Societe  Civile De  Duhart-Milon-Rothschild")
("Duhart-Milon").  Such interest shall be represented by and  memorialized in an
Amendment  Agreement,  substantially in the form attached hereto as Exhibit "B,"
which Amendment  Agreement  shall, at the Closing,  and subject to the terms and
conditions  of  this  Agreement,  be  executed  by  Chalone,  DBR,  and  Societe
Financiere  Viticole,  SA ("SFV").  The same parties shall, also at the Closing,
execute a Memorandum of Understanding  substantially in the form attached hereto
as Exhibit "C."

          b.   Retention of Interest in DBR.

               (i)  Shareholding.  At the Closing,  and subject to the terms and
conditions  of this  Agreement,  Chalone  shall  receive,  on transfer  from its
President, W. Philip Woodward ("Woodward"),  and thereafter continue to hold one
ordinary share of DBR.

               (ii)  Right to  Dividends.  Chalone  and  Woodward  will  receive
dividends on their respective DBR  shareholdings  past and present,  as and when
paid in the  ordinary  course,  as  follows:  [a] Their  ratable  shares of 1994
dividends,  for the entire year, based on Chalone's holding of 14,054 shares and
Woodward's  holding of one share;  [b] For years 1995 and subsequent,  Chalone's
ratable share based on its holding of one share (or such other  shareholding  as
it shall in fact then have).

               (iii) Director's  Qualifying  Share. For as long as Chalone has a
designee on DBR's Board of Directors,  as set forth in paragraph 4 hereof,  such
designee  shall,  if necessary  under  applicable law, be issued one "qualifying
share" of DBR stock,  without  cost to the  individual  designee  or to Chalone,
subject to customary  buy-back and custody  arrangements for qualifying  shares.
Such qualifying share shall not be transferred  except to a permitted  successor
designee.
                                        2
<PAGE>

     3.  Representation on Chalone's Board of Directors and Executive Committee.

          a. Board of Directors.  Effective with the Closing, Chalone's Board of
Directors  shall be  increased  in size from the  current  nine  seats to eleven
seats.  Effective  as of the same date,  one designee of DBR and one designee of
Summus, in each case reasonably acceptable to Chalone, shall be appointed to the
two  newly-created  Board  seats,  to serve  until  Chalone's  next  meeting  of
shareholders  at which the matter of directors  is to be voted upon.  Subject to
any limitations imposed as a matter of law or fiduciary  responsibility,  for so
long as the Voting Agreement  referenced in subparagraph  3(c) hereof remains in
effect, Chalone shall maintain the size of the Board at eleven.

          b. Executive Committee.  For so long as DBR has at least two designees
on Chalone's Board of Directors, Chalone shall use its best efforts to cause two
designees of DBR to be appointed to Chalone's  five-person  Executive Committee.
For so long as Summus has at least one  designee on the Chalone  Board,  Chalone
shall use its best  efforts to cause a  designee  of Summus to be  appointed  to
Chalone's five-person Executive Committee. For so long as this subparagraph 3(b)
applies  to  either  DBR or  Summus,  Chalone  shall  maintain  the  size of the
Executive Committee at five persons.

          c. Voting  Agreement.  Effective with the Closing,  DBR,  Summus,  and
Woodward will enter into a certain Voting  Agreement,  substantially in the form
attached hereto as Exhibit "D."

     4.   Representation on DBR's Board of Directors (Conseil de Surviellance).

          a. Chalone Designee.  Chalone shall continue,  for so long as it holds
at least one share of DBR stock and for so long as at least one  designee of DBR
is a member of Chalone's Board of Directors,  to have the right to designate one
nominee,  reasonably  acceptable  to  DBR,  to  serve  on  the  DBR  Conseil  de
Surviellance;  and DBR agrees, subject to any limitations imposed as a matter of
law or  fiduciary  responsibility,  to use its best  efforts  to see  that  said
designee  is elected to said  Conseil  de  Surviellance.  As of the date of this
Agreement, such Chalone designee is Chalone's President, W. Philip Woodward.

          b. Observer.  In the event Chalone's  then-serving Conseil designee is
unable to attend a duly called meeting of the Conseil, Chalone shall be entitled
to  designate  an  observer,   reasonably  acceptable  to  DBR,  to  attend  and
participate in such meeting but without a vote.

     5.  "Standstill   Agreement."   Effective  at  the  Closing,  the  existing
"standstill agreement" between DBR and Chalone, which is part of a certain April
19, 1989, Shareholders' Agreement between Chalone and DBR, and by which each has
been restricted  from acquiring  shares of stock of the other party without said
other party's prior written consent, shall be terminated and of no further force
or effect. The foregoing notwithstanding,  DBR covenants and agrees that it will
not, directly or indirectly, increase its total holding of Chalone Common Stock,
including  securities  exercisable for or convertible into Common Stock, to more
than 49.9%,  on a fully  diluted  basis,  through  December 31, 1999;  provided,
however,  that  this  limitation  shall  not be  considered  violated  if  DBR's
percentage  ownership  is  increased  to more than 49.9% by reason of  Chalone's
repurchase  or other  acquisition  of shares of its  outstanding  Common  Stock,
unaccompanied  by  any  contemporaneous   (or  subsequent)   purchase  or  other
acquisition  by DBR.  Options to purchase  shares of Common Stock,  obtained and
held by designees of DBR as members of Chalone's Board of Directors  pursuant to
Chalone's Non-Discretionary Stock Option Plan, and shares of Common Stock issued
on exercise of such  options,  although in other  respects  the  property of the
individual holder, shall be counted for computational purposes of this paragraph
5 as a part of the holding of DBR.


     6. Shareholder  Vote;  Closing.  It is agreed that approval of the material
terms of this  Agreement by Chalone's  shareholders,  pursuant to Section 310 of
the  California  Corporations  Code,  shall be sought at a  special  meeting  of
shareholders, tentatively contemplated as being held no later than September 29,
1995.  Shareholder  approval shall be obtained in accordance with all applicable
laws, including, without limitation, the rules and regulations promulgated under
the  Securities  Exchange  Act of 1934 and the rules and  regulations  governing
companies listed on the NASDAQ National Market System. Chalone shall provide DBR
and Summus with copies

                                       3

<PAGE>
of any shareholder communication prepared in connection with this paragraph 6 or
otherwise prepared in connection with such meeting, reasonably in advance of the
mailing  date of  such  communication.  Assuming  receipt  of  such  shareholder
approval (and assuming all other  preconditions set forth in this Agreement have
been satisfied),  the Closing shall take place as soon as practicable  following
said shareholder  approval and  presumptively on September 29, 1995. The Closing
shall  be  held  at  Chalone's  executive  offices,   621  Airpark  Road,  Napa,
California,  or such other location, within or without the United States, as the
parties shall designate.

     7.   Representations, Warranties  and  Covenants of Chalone.  Except as set
forth on  Schedule  A hereto  or  expressly  set forth to the  contrary  in this
Agreement, Chalone represents, warrants and covenants, as of the date hereof, as
follows:

          a.  Organization,  Good  Standing  and  Qualification.  Chalone  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of California. Chalone is duly qualified to do business and is
in  good  standing  in the  State  of  Washington  and  in  each  of  the  other
jurisdictions in which it owns or leases property or conducts  business,  except
where the failure to be so qualified would not have a material adverse effect on
its business.  Chalone has all requisite  power and authority to own,  lease and
operate its properties and to carry on its business as now being conducted,  and
possesses all  governmental or other  licenses,  franchises,  rights,  consents,
approvals  and  privileges  material  to  the  conduct  of its  business  as now
conducted.

          b.  Capitalization.   Chalone's  authorized  capital  stock  currently
consists of 15,000,000  shares of Common Stock.  As of June 30, 1995, a total of
(i) 4,973,580 shares of Common Stock were issued and  outstanding;  (ii) 405,047
shares of Common Stock were reserved for issuance  upon exercise of  outstanding
options  under the 1982  Incentive  Stock Plan and the 1987 Stock  Option  Plan;
(iii) 149,930 shares of Common Stock were reserved for issuance upon exercise of
outstanding  options  under the  Non-Discretionary  Stock  Option Plan and other
non-statutory  option  agreements;  (iv)  45,323  shares  of Common  Stock  were
reserved for issuance  pursuant to the Employee  Stock  Purchase Plan; (v) 6,000
shares of Common Stock were reserved for issuance  pursuant to the Distributors'
Stock Bonus Plan; (vi) 828,571 shares of Common Stock were reserved for issuance
on exercise of previously-granted Warrants; and (vii) 2,083,221 shares of Common
Stock were reserved for issuance upon conversion of the Debentures (prior to and
without regard for the terms of this Agreement).  All of the outstanding  shares
of  Common  Stock  are  duly   authorized,   validly  issued,   fully  paid  and
nonassessable,  are  not  subject  to  preemptive  rights  created  by  statute,
Chalone's Articles of Incorporation or By-Laws or any agreement to which Chalone
is a party or is bound,  and have been issued in compliance  with all applicable
state and federal  securities laws.  Except for the right of cumulative  voting,
which exists as a matter of California corporate law, the designations,  powers,
preferences,  rights,  qualifications,  limitations and restrictions, if any, in
respect of the Common Stock,  Chalone's only class of authorized  capital stock,
are set forth in Chalone's Articles of Incorporation, and all such designations,
powers, preferences,  rights,  qualifications,  limitations and restrictions are
valid, binding and enforceable and in accordance with all applicable laws.

          c.  Authorization.  Chalone  has all  requisite  corporate  power  and
authority  to enter into this  Agreement  and,  subject to  satisfaction  of the
conditions  set forth  herein,  to issue,  sell and deliver the Common Stock and
Warrants and to consummate  the other  transactions  contemplated  hereby.  This
Agreement  has been duly  executed  and  delivered  by Chalone,  and,  similarly
subject  to the  conditions  herein  set forth,  constitutes  the legal,  valid,
binding obligation of Chalone, enforceable according to its terms. Except as set
forth on  Schedule  A, no  consent,  approval,  order or  authorization  of,  or
registration, declaration or filing with, any governmental authority is required
by or with respect to Chalone in  connection  with the execution and delivery of
this  Agreement by Chalone or the  consummation  by Chalone of the  transactions
contemplated  hereby which have not already been  obtained.  The  execution  and
delivery by Chalone of this  Agreement,  the  performance of all  obligations of
Chalone hereunder,  the issuance,  sale and delivery of the Common Stock and the
Warrants, and the issuance and delivery of the Common Stock upon due exercise of
the Warrants  according  to their terms,  have not violated and will not violate
any  provision  of  applicable  law,  any order of any court or other  agency of
government,  the  Articles  of  Incorporation,  or the  By-Laws of  Chalone,  as
amended,  or any provision of any  indenture,  agreement or other  instrument to
which Chalone or any of its  properties or assets is bound,  including,  without
limitation,  the  Debentures,  or  conflict  with,  result  in a breach  of,  or
constitute  (with due notice or lapse of time or both) a default  under any such
indenture,  agreement  or  other  instrument,  or  result  in  the  creation  or
imposition of any lien, charge, restriction,  claim or 

                                       4
<PAGE>

encumbrance  of any nature  whatsoever  upon any of the  properties or assets of
Chalone,  except as and to the extent  the  transactions  under  this  Agreement
themselves  constitute such a claim,  encumbrance,  etc., upon the properties or
assets of Chalone.

          d. Valid Issuance of Common Stock and Warrants.  The Common Stock, and
the  Warrants  with  which  this  Agreement  is  concerned   (collectively   the
"Securities"),  when issued, delivered and paid for in accordance with the terms
hereof  for  the  consideration  expressed  herein,  will be  duly  and  validly
authorized and issued, fully paid and nonassessable, free and clear of any lien,
charge, restriction,  claim or encumbrance, and, except as set forth on Schedule
A, not subject to  preemptive  or any other similar  rights of  stockholders  of
Chalone or others. Based in part upon the representations made by DBR and Summus
in this  Agreement,  the  Securities  will be  issued  in  compliance  with  all
applicable  United States  federal and state  securities  laws. The Common Stock
issuable upon the exercise of the Warrants is duly authorized and will be, as of
the Closing Date, duly and validly reserved for issuance,  and, upon issuance in
accordance  with the terms of the  Warrants,  will be duly and  validly  issued,
fully  paid and  nonassessable,  free and clear of any and all  liens,  charges,
restrictions, claims or encumbrances.

          e. No Material  Adverse  Change.  There has been no  material  adverse
change in  Chalone's  business,  properties,  assets,  condition  (financial  or
otherwise),  or prospects,  taken as a whole,  since Chalone's Form 10-K for the
year ended  December 31, 1994,  which has not been disclosed in a Form 8-K filed
with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act").

          f. Compliance With Laws.  Chalone and its business and operations,  as
currently  conducted,  have been and are being  conducted in accordance with all
applicable  federal,  state and local laws, rules and regulations,  and with all
necessary licenses, permits or other governmental  authorizations,  except where
any  failure  so to comply  would  not have a  material  adverse  effect on said
business and operations taken as a whole.

          g.  Rights  to  Acquire   Capital  Stock.   Except  as  referenced  in
subparagraph 7(b), above, or described on Schedule A, no subscription,  warrant,
option or other  right to purchase or acquire any shares of any class of capital
stock of Chalone or securities convertible into or exchangeable for such capital
stock is authorized or outstanding as of the date hereof nor will any such right
be  outstanding  as of the  date of the  Closing.  Except  for the  transactions
contemplated by this Agreement (and Chalone's continuing  obligations under such
Third-Party  Debentures as are not converted and canceled  pursuant to paragraph
1(a)(ii) of this Agreement), Chalone has no obligation (contingent or otherwise)
to purchase, redeem or otherwise acquire any of its equity or debt securities or
any interest  therein or to pay any dividend or make any other  distribution  in
respect thereof.

          h. Compliance With Other  Instruments.  Chalone is not in violation or
default of any  provisions  of its  Articles of  Incorporation  or  By-Laws,  as
amended, or of any instrument,  judgment, order, writ, decree, lease or contract
to which it is a party or by which it is bound,  including,  without limitation,
the  Debentures  or any  other  agreement  between  Chalone  or any of the other
parties hereto, or, to the best of its knowledge, of any provision of federal or
state  statute,  rule or regulation  applicable to Chalone,  which  violation or
default would be materially adverse to Chalone's business,  properties,  assets,
or condition  (financial or otherwise),  or to the ability of Chalone to perform
its obligations under this Agreement.

          i. SEC  Documents.  Chalone has furnished to DBR and Summus a true and
complete copy of any  statement,  report,  registration  statement or definitive
proxy  statement  filed by Chalone  with the SEC since  December  31,  1994 (the
"Chalone SEC Documents").  As of their respective  filing dates, the Chalone SEC
Documents  comply or will comply in all material  respects with the requirements
of the  Securities Act of 1933 (the  "Securities  Act") or the Exchange Act, and
none of the SEC  Documents  contain or will  contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary  in  order  to make  the  statements  made  therein,  in  light of the
circumstances  under which they were made, not misleading,  except to the extent
corrected by a subsequently-filed Chalone SEC Document. The audited consolidated
financial  statements  and  the  unaudited   consolidated  financial  statements
included in such Chalone SEC Documents  were  prepared in  accordance  with U.S.
Generally  accepted  accounting  principles  applied on a consistent  basis, and
fairly  present the  financial  position of Chalone as at the  respective  dates
thereof and the results of its operations and changes in financial  position for
the respective periods covered thereby.

                                       5
<PAGE>

          j.  Further  SEC-Related  Undertakings.  Chalone  will comply with the
reporting requirements of Section 13 and 15(d) of the Exchange Act to the extent
it shall be required to do so pursuant to such Sections,  and at all times while
so  required   shall  comply  with  all  other  public   information   reporting
requirements  of the  SEC  from  time  to time in  effect  and  relating  to the
availability  of an  exemption  from  the  Securities  Act for  the  sale of the
Securities  being purchased  hereunder or the  registration  thereof on Form S-3
under the Securities Act. As of the date of this  Agreement,  and subject to the
passage  of time from the  filing of  Chalone's  Form  8-K/A on August 2,  1995,
Chalone  qualifies as a registrant  who is eligible to register  securities in a
secondary  offering  on a  Registration  Statement  on Form  S-3.  Chalone  will
cooperate with DBR and Summus in supplying such information and documentation as
may be reasonably  necessary for DBR or Summus,  as applicable,  to complete and
file any  informational  reporting forms currently or hereafter  required by the
SEC, including,  without limitation,  reporting schedules required under Section
13 of the Exchange Act and any  reporting  forms  required as a condition to the
availability  of an  exemption  from  the  Securities  Act  for a  sale  of  the
Securities.

          k. SEC Rule 144.  Chalone  covenants  that,  with the exception of the
late-filing of its Form 8-K/A on August 2, 1995,  it: (i) is in compliance  with
and will continue to comply with the current public information  requirements of
Rule 144(c)(1) under the Securities Act; (ii) will furnish DBR and Summus,  upon
request,  all  information  required for the preparation and filing of Form 144;
and (iii) will on a timely basis file all reports  required to be filed and made
all disclosures, including disclosures or material adverse information, required
to permit DBR or Summus, as applicable,  to make the required representations on
Form 144.

          l.  No  Actions  Pending.  No  action,  suit,   arbitration  or  other
proceeding or investigation has been filed or commenced (other than actions that
may have been filed but without  Chalone  having been served or  otherwise  made
aware of the filing or other  commencement)  against Chalone or involving any of
its properties or interests or, to the best knowledge of Chalone, threatened (in
writing to an officer of Chalone  or orally  communicated  to its  President  or
Chief Financial  Officer) against Chalone or in respect of any of its properties
or interests,  at law or in equity, before any court,  governmental  department,
commission,  board or other federal, state, or other instrumentality,  agency or
authority, foreign or domestic, an adverse decision in which could reasonably be
expected to affect adversely the power of Chalone to execute and deliver, or the
ability of Chalone to perform its obligations  under, this Agreement,  or result
in any material adverse change in Chalone's  business,  properties,  assets,  or
condition  (financial or otherwise),  taken as a whole,  or which  questions the
validity of this Agreement or the sale and issuance of the Securities.

          m. Conflicting Agreements.  Except as set forth on Schedule A, Chalone
is not a party to, or  otherwise  subject  to any  provision  contained  in, any
instrument evidencing indebtedness of Chalone, any agreement relating thereto or
any other contract or agreement which  prohibits,  restricts or otherwise limits
(i) the sale and  issuance of the  Securities,  (ii) the payment of dividends on
the Common Stock, or (iii) any of the  transactions  or actions  contemplated by
this Agreement.

          n.  Material  Contracts.  All  contracts  material to the  business or
financial condition of Chalone, taken as a whole, have been filed as exhibits to
Chalone's Annual Reports on Form 10-K or incorporated therein by reference,  and
all of Chalone's material  contracts  currently in effect are listed as exhibits
to Chalone's  Annual  Report on Form 10-K for 1994. A copy of the Exhibit  Index
from the 1994 Form 10-K is attached hereto as Schedule B.

          o.  Absence  of  Undisclosed  Liabilities.  Except as set forth in its
SEC-filed  financial  statements,  Chalone  does  not have  any  obligations  or
liabilities  that are material to Chalone,  taken as a whole  (whether  accrued,
absolute,  contingent,  unliquidated or otherwise,  whether due or to become due
and regardless of when asserted),  other than  liabilities and obligations  that
have arisen after March 31, 1995, in the ordinary course of business.

     8. Representations,  Warranties, Covenants and Agreements of DBR and Summus
as  Purchasing  Parties.  Each of DBR  and  Summus,  as  purchasers  of  Chalone
Securities  under  paragraphs  1(a) and/or  1(b)  hereof  (for  purposes of this
paragraph 8, each a "Purchasing  Party"),  represents,  warrants,  covenants and
agrees, each for itself, as follows:

          a.  Authorization.  This Agreement has been duly executed and delivery
by such  Purchasing  Party.  Each Purchasing  Party  represents that it has full
power and authority to enter into this Agreement.

                                       6
<PAGE>

          b. Purchase  Entirely for Own Account.  Each Purchasing  Party, by its
execution of this Agreement, confirms that the Securities to be received by such
Purchasing  Party are being acquired for investment for such Party's own account
and not with a view to the resale or distribution of any part thereof,  and that
such  Purchasing  Party  has no  present  intention  of  selling,  granting  any
participation  in, or otherwise  distributing  the same. Each  Purchasing  Party
further  represents  that such  Party does not have any  contract,  undertaking,
agreement  or   arrangement   with  any  person  to  sell,   transfer  or  grant
participation to such person or to any third person,  with respect to any of the
Securities.

          c. Reliances For Private Placement.  Each Purchasing Party understands
that the  Securities  will not be  registered  under the  Securities  Act on the
ground  that the  sale  provided  for in this  Agreement  is  exempt  from  such
registration  pursuant to Section 4(2) of the Securities Act; and that Chalone's
reliance  on  such   exemptions  is  predicated   on  the   Purchasing   Party's
representations  set forth in this  paragraph 8. Each  Purchasing  Party further
understands  that the  Securities  will not be registered  under the  California
Corporate  Securities  Law of 1968 (the  "California  Securities  Law"),  on the
ground  that the  sale  provided  for in this  Agreement  is  exempt  from  such
registration  pursuant to Section 25100(o) of the California Securities Law, and
that  Chalone's  reliance on such  exemption is  predicated  on each  Purchasing
Party's representations set forth in this paragraph 8.

          d. Restricted Securities.  Each Purchasing Party understands that if a
registration  statement  covering the Securities  under the Securities Act (or a
filing  pursuant to the exemption from  registration  under  Regulation A of the
Securities Act) is not in effect when such Purchasing  Party desires to sell the
Securities,  or any part thereof,  the Purchasing  Party may be required to hold
the  Securities  for  an  indeterminate   period.  Each  Purchasing  Party  also
acknowledges  that it understands that any sale of the Securities which might be
made by it in  reliance  upon Rule 144 may be made only in  limited  amounts  in
accordance with the terms and conditions of that Rule.

          e. Investment Experience. Each Purchasing Party represents that it has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment hereunder;  has the ability
to bear the economic  risks of such  investment;  and has had access to and been
furnished  with all  information  as the said  Purchasing  Party has  considered
necessary or appropriate  in reaching its decision to invest in the  Securities;
and has had the opportunity to ask questions and receive answers  respecting the
investment  from Chalone,  and to obtain such  additional  information as it has
deemed necessary to verify the accuracy of the information supplied by Chalone.

          f.  Accredited  Investor.  By its  execution of this  Agreement,  each
Purchasing Party  acknowledges  that it is an accredited  investor as defined in
Rule 501(a) of  Regulation D of the SEC, 17 CFR  ss.230.501(a).  Each of DBR and
Summus represents,  for itself, that it was not organized solely for the purpose
of acquiring the Securities hereunder.

          g. Foreign  Purchasers.  DBR represents that it is a corporation  duly
organized  and existing  under the laws of France,  and is not a resident of the
United States.  Summus  represents  that it is a corporation  duly organized and
existing  under the laws of the Cayman  Islands,  and is not a  resident  of the
United States.

          h. Further Limitations on Disposition. Without in any way limiting the
representations  set forth above,  each Purchasing  Party agrees not to make any
disposition of all or any portion of the Securities  unless and until: (i) there
is then in effect a  registration  statement  under the  Securities Act covering
such proposed  disposition and such  disposition is made in accordance with such
registration  statement;  or (ii) such  Purchasing  Party  shall  have  notified
Chalone of the  proposed  disposition,  shall have  furnished  Chalone with such
information  concerning  the  proposed  disposition  as Chalone  may  reasonably
request,  and either  shall have  furnished  Chalone with an opinion of counsel,
reasonably  satisfactory in substance to Chalone, that such disposition will not
require  registration of the Securities under the Securities Act, or Chalone has
reasonably determined that such disposition is in compliance with Rule 144.

          i. Legends.  It is understood  that the  certificates  evidencing  the
Securities may bear a restrictive legend reading substantially as follows:

                                       7
<PAGE>
              "The  securities  represented  by this  Certificate  have not been
          registered  under the Securities Act of 1933.  These  securities  have
          been acquired for  investment and not with a view to  distribution  or
          resale, and may not be transferred  without an effective  registration
          statement  for such  shares  under  the  Securities  Act of  1933,  or
          pursuant to Rule 144 or an opinion of counsel reasonably  satisfactory
          to the Company that registration is not required under such Act."

          j. Removal of Legend. Any legend endorsed on a certificate pursuant to
subparagraph  8(i) hereof shall be removed (i) if the Securities  represented by
such certificate shall have been effectively registered under the Securities Act
or otherwise  lawfully sold in a public  transaction or in accordance  with Rule
144; (ii) if such  Securities may be transferred in compliance with Rule 144(k);
or (iii) if the holder of such  Securities  shall have provided  Chalone with an
opinion of  counsel,  in  substance  reasonably  acceptable  to Chalone  and its
counsel and from  attorneys  reasonably  acceptable  to Chalone and its counsel,
stating that such sale,  transfer or assignment of such  Securities  may be made
without registration.

          k. Share  Transfers.  Chalone shall not be required to transfer on its
books any  Securities  which shall have been sold or transferred in violation of
any of the provisions in this Agreement or to treat as owner of such  Securities
or to  accord  the  right  to vote  as such  owner  or to pay  dividends  to any
transferee to whom such Securities shall have been so transferred.

          l. Further Covenants.  Each Purchasing Party further covenants that it
will not  transfer the Common  Stock in  violation  of the  Securities  Act, the
Exchange Act, or the rules of the SEC  promulgated  thereunder,  including  Rule
144.

     9.  Further  Representations,   Warranties  and  Covenants  of  DBR  as  to
Duhart-Milon. Except as set forth on Schedule C hereto or expressly set forth to
the contrary in this Agreement,  DBR represents,  warrants and covenants,  as of
the date hereof, as follows:

          a. Managing Partner.  Eric de Rothschild is now, and since October 31,
1975, has been, the designated statutory Manager of Duhart-Milon.

          b. Organization,  Good Standing and  Qualification.  Duhart-Milon is a
Societe Civile duly organized,  validly  existing and in good standing under the
laws of the  Republic of France.  It is duly  qualified to do business and is in
good  standing in each of the other  jurisdictions,  if any, in which it owns or
leases  property  or  conducts  business,  except  where  the  failure  to be so
qualified would not have a material  adverse effect on its business.  It has all
requisite  power and authority to own,  lease and operate its  properties and to
carry on its business as now being conducted,  and possesses all governmental or
other licenses,  franchises, rights, consents, approvals and privileges material
to the conduct of its business as now conducted.

          c.  Authorization.  DBR has all requisite power and authority to enter
into  this  Agreement  as   representative   of  Duhart-Milon  and,  subject  to
satisfaction  of the conditions set forth in this  Agreement,  to consummate and
cause  Duhart-Milon  to consummate the  transactions  pertaining to Duhart-Milon
contemplated by this Agreement. With the exception of a required notification to
the French  Treasury  Department  and the  passage of a  subsequent  thirty days
without objection raised,  no consent,  approval,  order or authorization of, or
registration, declaration or filing with, any governmental authority is required
by or with respect to Duhart-Milon in connection with the execution and delivery
of  this  Agreement  or  the   consummation  by  DBR  and  Duhart-Milon  of  the
transactions contemplated hereby which has not already been obtained.

          d. No Material  Adverse  Change.  There has been no  material  adverse
change in Duhart-Milon's business,  properties,  assets, condition (financial or
otherwise), or prospects, taken as a whole, since February 13, 1995.

          e. Compliance With Laws. Duhart-Milon and its business and operations,
as currently conducted, have been and are being conducted in accordance with all
applicable laws, rules and regulations, and with all

                                       8
<PAGE>

necessary licenses, permits or other governmental  authorizations,  except where
any  failure  so to comply  would  not have a  material  adverse  effect on said
business and operations taken as a whole.

          f. Compliance With Other Instruments. Duhart-Milon is not in violation
or  default  of  any  provision  of  its  organizational  documents  or  of  any
instrument,  judgment,  order,  writ, decree lease, or contract to which it is a
party or by which it is bound or, to the best of its knowledge, of any provision
of statute,  rule or  regulation  applicable  to it, which  violation or default
would be materially  adverse to its business,  properties,  assets, or condition
(financial or otherwise);  nor will completion of the transactions  described in
paragraph 2(a) of this Agreement give rise to any such violation or default.

          g.  No  Actions  Pending.  No  action,  suit,   arbitration  or  other
proceeding or investigation has been filed or commenced (other than actions that
may have been  filed but  without  DBR or  Duhart-Milon  having  been  served or
otherwise made aware of the filing or other commencement)  against  Duhart-Milon
or involving any of its  properties  or interests  or, to the best  knowledge of
DBR,  threatened (in writing to an officer or manager of DBR or  Duhart-Milon or
orally   communicated   to  DBR's  Managing   Director  or  President)   against
Duhart-Milon  or in respect of any of its properties or interests,  at law or in
equity, before any court,  governmental department,  commission,  board of other
instrumentality,  agency or authority,  foreign or domestic, an adverse decision
in which could reasonably be expected to affect adversely the ability of DBR and
Duhart-Milon to perform their respective  obligations  under this Agreement,  or
result in any material adverse change in  Duhart-Milon's  business,  properties,
assets,  or  condition  (financial  or  otherwise),  taken as a whole,  or which
questions the validity of this Agreement.

          h.  Conflicting  Agreements.  Except  as  set  forth  on  Schedule  C,
Duhart-Milon is not a party to, or otherwise subject to any provision  contained
in, any  instrument  evidencing  indebtedness  of  Duhart-Milon,  any  agreement
relating thereto or any other contract or agreement which  prohibits,  restricts
or otherwise limits the admission of Chalone as a general  partner,  the payment
of  distributions  to  Duhart-Milon's  partners,  or  any of  the  other  terms,
conditions and transactions as set forth in paragraph 2(a) of this Agreement.


     10. Conditions to Closing by DBR and Summus.  The obligations of DBR and of
Summus under this  Agreement are subject to the  fulfillment  by Chalone,  on or
before the Closing,  of each of the  following  conditions,  the waiver of which
shall not be effective against a party who does not consent in writing thereto.

          a. Representations and Warranties. The covenants,  representations and
warranties  of Chalone  contained in  paragraphs  7 and 15(g) of this  Agreement
shall be true and  correct  on and as of the  Closing  with the same  effect  as
though  such  representations  and  warranties  had  been  made on and as of the
Closing.

          b.  Performance.  Chalone  shall have  performed and complied with all
agreements,  obligations  and  conditions  contained in this  Agreement that are
required to be performed or complied  with by it on or before the Closing  Date,
including, without limitation, payment of all accrued interest on all Debentures
being  converted  pursuant  to  this  Agreement,  as of the  Closing  Date;  due
amendment  to  Chalone's  By-Laws,  fixing the size of the Board of Directors at
eleven persons;  and receipt of the requisite  shareholder  approval pursuant to
paragraph 6 of this Agreement.

          c.  Consents.  Chalone shall have obtained,  in writing,  the consents
referenced in subparagraph 7(c) of, and listed in Schedule A to, this Agreement,
and provided copies of such written consents to DBR and Summus.

          d. No Material  Adverse Change.  No material adverse change shall have
occurred with respect to the business,  properties, assets, condition (financial
or otherwise),  or prospects of Chalone,  taken as a whole,  between the date of
this Agreement and the Closing.

          e.  Compliance  Certificate.  Chalone's  President or  Executive  Vice
President  shall  deliver  to DBR and  Summus,  at the  Closing,  a  certificate
certifying  that the conditions  specified in  subparagraphs  10(a),  and 10(b),
above,  have been fulfilled and stating that there has been no material  adverse
change as specified in subparagraph 10(d), immediately above.

                                       9
<PAGE>

          f. State  Securities Law  Compliance.  The offer and sale of Chalone's
Securities  pursuant to this Agreement shall be exempt from qualification  under
the  California   Securities  Law  or,  if  no  exemption  is  applicable,   the
Commissioner  of  Corporations  of the State of  California  shall have issued a
permit  qualifying  such offer and sale.  Chalone  shall have  complied with all
applicable requirements of federal and California securities laws.

          g. Registration  Rights.  Chalone shall have extended the registration
rights set forth in Section 8 of that certain  Common Stock  Purchase  Agreement
dated as of March 29, 1993 ("the 1993  Agreement"),  to the Common Stock and the
Common Stock  issuable upon exercise of the Warrants,  and pursuant to paragraph
12 hereof.

     11. Conditions to Closing by Chalone. The obligations of Chalone under this
Agreement  are  subject  to the  fulfillment  on or before the  Closing,  of the
following  conditions  by DBR and,  except as  otherwise  expressly  stated,  by
Summus:

          a. Representations and Warranties. The covenants,  representations and
warranties contained in paragraphs 8 and 9 and 15(g) hereof shall be true on and
as of the  Closing  with the same  effect as  though  such  representations  and
warranties had been made on and as of the Closing.

          b. Performance.  DBR and Summus shall have performed and complied with
all agreements,  obligations and conditions contained in this Agreement that are
required to be  performed  or  complied  with by them,  and each of them,  on or
before the Closing.

          c.  Cash  Payment  for  Securities.  DBR and  Summus  shall  each have
delivered or provided the cash purchase price specified in subparagraph  1(b) of
this Agreement.

          d. Conversion of Debenture.  DBR shall have surrendered its Debentures
in principal amount of $12,384,000 for conversion and cancellation,  in exchange
for Common Stock, as set forth in subparagraph 1(a)(i) of this Agreement.

          e. State  Securities Law  Compliance.  The offer and sale of Chalone's
Securities  pursuant to this Agreement shall be exempt from qualification  under
the  California   Securities  Law  or,  if  no  exemption  is  applicable,   the
Commissioner  of  Corporations  of the State of  California  shall have issued a
permit qualifying such offer and sale.

          f. No Material  Adverse Change.  No material adverse change shall have
occurred with respect to the business,  properties, assets, condition (financial
or otherwise), or prospects of Duhart-Milon,  taken as a whole, between the date
of this Agreement and the Closing.

          g.  Compliance  Certificate.  DBR  shall  have  caused  Duhart-Milon's
Managing  Partner to prepare and have  delivered to Chalone,  at the Closing,  a
certificate  of said  Managing  Partner  of  Duhart-Milon,  certifying  that the
conditions  specified in paragraph 9 of this  Agreement  have been fulfilled and
stating  that  there  has  been no  material  adverse  change  with  respect  to
Duhart-Milon's partnership agreement,  ownership,  business, properties, assets,
conditions (financial or otherwise),  or prospects,  taken as a whole, since the
date of this Agreement.

          h. Duhart-Milon Amendment Agreements. DBR, SFV, and Chalone shall have
executed  the   Duhart-Milon   Amendment   Agreement   and  the   Memorandum  of
Understanding referenced in subparagraph 2(a).

          i.   Duhart-Milon   Certificate.   Chalone   shall  have  received  an
attestation of Duhart-Milon in customary form, evidencing Chalone's 23.5% equity
ownership therein.

          j. French Treasury Department. Chalone shall have received evidence of
due compliance  with the  notification  requirements  set forth in  subparagraph
9(c).
                                       10
<PAGE>

          k. Free  Expatriation  of Funds.  Chalone shall have satisfied  itself
that there is no legal proscription,  in law,  regulation,  or rule, which would
prohibit or in any way deter or impede the free  transfer  of funds  received by
Chalone as a result of its investment and interest in  Duhart-Milon  from France
to the United States.

     12. Registration Rights. Each of the parties hereto was a party to the 1993
Agreement  referenced in  subparagraph  10(g) hereof,  pursuant to which certain
registration rights were granted by Chalone to the Purchaser signatories to said
1993 Agreement under the terms of Section 8 thereof.  Subsequently, by action of
its Board of  Directors at a meeting  duly called and held  September  14, 1994,
Chalone granted a second registration  right,  independent of the right obtained
and  exercised  by  T.  Rowe  Price  Small-Cap  Value  Fund,  to  the  remaining
Purchasers,  including DBR and Summus.  The parties hereto hereby agree that (i)
subject to the obtaining of the consent of the remaining signatories to the 1993
Agreement  (excluding  T.  Rowe  Price),  Section  8 of the 1993  Agreement,  as
modified  by the said Board  action,  shall be further  amended so as to provide
that the Common  Stock and Warrants  issued in  accordance  with this  Agreement
shall be deemed to be  "Registerable  Securities"  within  the  meaning  of said
Section 8, and all  rights  arising  under and  obligations  undertaken  in said
Section 8 of the 1993 Agreement shall apply equally to the Securities  purchased
and sold  hereunder;  or (ii) in the event the consents  contemplated  in clause
(i), immediately above, are not obtained on or prior to the Closing, Chalone and
the  parties  hereto  shall  enter  into  a  separate   agreement  granting  the
registration  rights  provided  for in the 1993  Agreement,  as  modified by the
aforesaid Board action, to DBR and Summus in respect of the Common Stock and the
Common Stock issuable upon exercise of the Warrants.

     13. 1989  Shareholders'  Agreement  Between  Chalone and DBR.  That certain
Shareholders'  Agreement between Chalone and DBR dated April 19, 1989, shall, as
of the Closing, be and become null, void, and of no further force or effect.

     14. Closing With  Third-Party  Debenture-Holders.  If and to the extent any
one or more of the four  third-party  holders of Debentures  shall have accepted
the conversion offer set forth in subparagraph  1(a)(ii) of this Agreement,  the
pertinent  provisions of this  Agreement,  and  particularly  (but not by way of
limitation)  the provisions of paragraphs 7, 10, and 12 shall be extended to any
such   converting   debenture-holder   conterminously   with   such   converting
debenture-holder's subscription to the applicable provisions of paragraphs 8 and
11. This extension of the reciprocal  benefits and burdens may be effected by an
Addendum   to  this   Agreement   executed   by  Chalone   and  the   converting
debenture-holder(s)  or by such other  document  as Chalone  and the  converting
debenture-holder(s)  shall  agree,  and shall not  require  execution  by DBR or
Summus.

     15. Miscellaneous.

          a.  Survival  of  Warranties.  The  warranties,   representations  and
covenants  contained in or made  pursuant to this  Agreement  shall  survive the
execution and delivery of this  Agreement and the Closing and shall in no way be
affected by any investigation of the subject matter thereof made by or on behalf
of any other party.

          b. Successors and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective  successors and
assigns of the  parties.  Nothing in this  Agreement,  express  or  implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

          c. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

          d.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument.  A party may execute one
or more  counterparts of this Agreement.  This Agreement shall be effective when
each party has executed at least one counterpart.

                                       11
<PAGE>

          e.  Titles  and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

          f. Notices. Any consent,  notice or report required or permitted to be
given or made under this  Agreement  by one of the  parties  hereto to the other
party shall be in writing,  delivered  personally or by facsimile  (and promptly
confirmed by personal  delivery,  first-class  mail,  courier or hand delivery),
first-class  mail,  courier or hand delivery,  postage or charges prepaid (where
applicable), addressed to such other party at its address indicated below, or to
such other address as the addressee  shall have last furnished in writing to the
addressor  and  (except  as  otherwise  provided  in this  Agreement)  shall  be
effective upon receipt by the addressee.

              If to Chalone:              The Chalone Wine Group, Ltd.
                                          621 Airpark Road
                                          Napa, CA 94558-6272
                                          Attn: William L. Hamilton
                                          Fax No. (707) 254-4201

                  with a copy to:         F. Conger Fawcett, Esq.
                                          621 Airpark Road, Suite 200
                                          Napa, CA 94558-6272
                                          Fax No. (707) 254-4260

              If to DBR:                  Domaines Barons de Rothschild (Lafite)
                                          33, Rue de la Baume
                                          75008 Paris, France
                                          Attn: Baron Eric de Rothschild
                                          Fax No. (011) 33-1-42-56-28-79

                  with a copy to:         Piper & Marbury, LLP
                                          53 Wall Street
                                          New York, NY 10005-2899
                                          Attn: Michael A. Varet
                                          Fax No. (212) 858-5326

              If to Summus:               Summus Financial, Inc.
                                          c/o HM International, Inc.
                                          5810 E. Skelly Drive, Suite 1000
                                          Tulsa, OK 74135-6403
                                          Fax No. (918) 664-1914

                  with a copy to:         Baker & Botts, LLP
                                          910 Louisiana
                                          Houston, TX 77002-4995
                                          Attn: Gray Jennings
                                          Fax No. (713) 229-1522

          g. Broker's or Finder's Fee.  Each of the parties  hereto  represents,
each for itself,  that it neither now is nor will hereafter be obligated for any
broker's or finder's fee or commission in connection with this transaction. Each
party  agrees  to  indemnify  and hold any and all of the other  parties  hereto
harmless from any liability for any commission or  compensation in the nature of
a broker's or finder's fee (and the costs and expenses of defending against such
liability or asserted liability) for which such indemnifying party or any of its
officers, partners, employees or representations is responsible.

          h.  Expenses of the  Transaction.  With the exception of certain costs
incurred in connection with a current appraisal and audit of Duhart-Milon, which
the  parties  have  agreed  are to be for the  account of  Chalone,  each 

                                       12

<PAGE>

of the  parties  hereto  shall  bear  its  own  costs  and  expenses,  including
attorneys',  accountants', and investment bankers' fees and charges, incurred in
connection  with  the  transaction,   whether  prior  to,  concurrent  with,  or
subsequent to the date of this Agreement, and through the Closing. The foregoing
includes,  without  limitation,  services  of  Hambrecht  & Quist  Incorporated,
retained by Chalone,  and services of Rothschild Inc.,  retained by DBR; each of
said  parties  shall be  solely  responsible  for the fees and  expenses  of the
aforesaid entity retained by it.

          i. Attorneys'  Fees. If any action at law or in equity is necessary to
enforce or  interpret  the terms of this  Agreement,  the parties to such action
shall request the court to allocate the cost and expenses,  including reasonable
attorney's  fees,  based on the merits of the parties'  relative  positions,  in
addition  to any other  relief to which  such  parties,  or any of them,  may be
entitled.

          j.  Amendments and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only with
the  written  consent of each of the parties  hereto.  Any  amendment  or waiver
effected in accordance  with this paragraph shall be binding upon each holder of
any  Securities  purchased  under this Agreement at the time  outstanding,  each
future holder of all such Securities, and Chalone.

          k. Severability.  If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted insofar as
possible to maintain the original intent and integrity of this Agreement.

          l. Entire Agreement.  Except as expressly  provided  otherwise in this
Agreement,  this Agreement constitutes the entire,  complete and final agreement
between the  parties,  relative to the  matters of concern  herein.  Any and all
prior agreements and negotiations are merged herein.

          m. Further Assurances.  Each of the parties agrees to take any and all
other  acts  and to  execute,  deliver  and  file  any and all  other  documents
necessary  or  proper  to  accomplish  and  give  effect  to  the   transactions
contemplated by this Agreement.

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

                                       THE CHALONE WINE GROUP, LTD.


                                       By  /s/ W. Philip Woodward
                                          --------------------------------------
                                          W. Philip Woodward, President


                                       DOMAINES BARONS DE ROTHSCHILD (LAFITE)


                                       By  /s/ Eric de Rothschild
                                          --------------------------------------
                                          Eric de Rothschild
                                          Managing Director (Gerant)


                                       SUMMUS FINANCIAL, INC.


                                       By  /s/ Richard C. Hojel
                                          --------------------------------------
                                          Richard C. Hojel, President

                                       13