EXHIBIT 10.35
                                  -------------

BRL HARDY LIMITED
Company

STEPHEN BRIAN MILLER
Executive



NON-COMPETITION AGREEMENT


                                     LAWYERS
       Levels 23-35  No. 1 O'Connell Street  Sydney  NSW  2000  Australia
                  PO Box H3 Australia Square  Sydney  NSW  1215
                               www.claytonutz.com
                   Tel + 61 2 9353 4000  Fax + 61 2 8220 6700


           SYDNEY - MELBOURNE - BRISBANE - PERTH - CANBERRA - DARWIN

   Liability limited by the Solicitors' Limitation of Liability Scheme approved
                 under the Professional Standards Act 1994 (NSW)
<PAGE>


NON-COMPETITION AGREEMENT MADE AT                         ON

PARTIES       BRL HARDY LIMITED of (INSERT ADDRESS) ("COMPANY")

              STEPHEN BRIAN MILLER  of  14 Cygnet Street, Novar Gardens  in  the
              State of South Australia 5040 ("EXECUTIVE")

RECITALS

A.   The  Executive is employed  by the Company as  its  CEO of the Company  and
     subsequently is to be employed as the  Managing  Director of  Constellation
     Wine.

B.   The Executive's current  terms and conditions of  employment are  contained
     in  the  Memorandum  of  Agreement  (Service  Contract) entered into by the
     Company and the Executive on 11 June 1996 ("SERVICE CONTRACT").

C.   The parties have agreed to enter into a  non-competition  agreement on  the
     terms  set  out  in  this  Agreement  ("THE  AGREEMENT").  The terms of the
     Agreement operate in conjunction with the terms of the Service Contract.

THE PARTIES AGREE
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1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Agreement:

     "COMPANY"  means  BRL  Hardy  Limited  and its Related Bodies Corporate and
     Related  Entities,  as  those  terms  are  defined  in  section  9  of  the
     Corporations  Act  2001, including without limitation Constellation Brands,
     Inc.  and  any  other  vehicle  through  which  the  Company undertakes its
     business  including,  without limitation, an incorporated or unincorporated
     joint venture.

     "RESTRAINT AREA"  means  Australia,  New  Zealand,  Europe,   North America
     (including the United States of America and Canada)  and any other material
     geographical area in which Constellation undertakes its business.

     "RESTRAINT PERIOD" means 12 months from the date of Termination.

     "TERMINATION"  means the cessation of the employment of the Executive under
     the  Service  Contract,  except  where  cessation  occurs   by  reason   of
     termination under clause 13 of the Service Contract.

1.2  INTERPRETATION

     In this Agreement:

     (a)  clause  headings  are   for  convenience  only  and   do   not  affect
          interpretation; and

          unless the context otherwise requires:

     (b)  references to a  clause are references to a  clause of this Agreement;

     (c)  references  to  this  Agreement  or to any specified provision of this
          Agreement  or  to any other agreement or document will be construed as
          references  to  this  Agreement  or  the  specified  provision of this
          Agreement  or  that  other  agreement  or   document  as   amended  or
          substituted with the agreement of the relevant parties and in force at
          any relevant time;

     (d)  references  to  any  statute,  ordinance  or  other  law  include  all
          regulations  and  other  enactments thereunder and all consolidations,
          amendments, re-enactments or replacements thereof; and

     (e)  words importing the singular include the  plural and vice versa, words
          importing  a  gender  include other genders and references to a person
          will  be  construed  as  including  an  individual,  the  estate of an
          individual, firm, body corporate, association (whether incorporated or
          not),  government  and  governmental,  semi-governmental   and   local
          authority or agency.

2.   NON-COMPETITION

2.1  GRANT OF OPTIONS

     Subject  to  the  Effective Date occurring as defined in the Implementation
     Deed between the Company and Constellation Brands, Inc. dated , the Company
     will  grant to the Executive 100,000 non-qualified options in Constellation
     Brands,  Inc,  which  will vest at 25% per year from the date of the grant,
     and  which will expire on the day 10 years after the date of the grant. The
     grant  price  will be the listed price on the date the grant is approved by
     the  Board  of  Directors.  It  is intended that approval of the grant will
     occur on or about the date of closing.

     In consideration  of  the  grant of options, the  Executive agrees to enter
     into this Agreement and to observe the obligations contained in it.

2.2  POST EMPLOYMENT

     The Executive represents and warrants that he will not, without the written
     consent of the Company, during the Restraint Period:

     (a)  anywhere  within  the  Restraint  Area,  directly or indirectly in any
          capacity (whether as principal, agent, partner, employee, shareholder,
          unit  holder, joint venturer, director, trustee, beneficiary, manager,
          consultant  or  adviser)  carry  on, advise, provide services to or be
          engaged, concerned or interested in or associated with any business or
          activity that is competitive with the Company;

     (b)  canvass,  solicit  or  endeavour  to  entice away from the Company any
          person  who  or  which  at the date of Termination was or is a client,
          customer  of  or  supplier to the Company or was or is in the habit of
          dealing  with the Company; (c) solicit, interfere with or endeavour to
          entice away any employee of the Company; or

     (d)  counsel,  procure or otherwise assist any person to do any of the acts
          referred to in clauses 2.2(b) and (c).

     Clause  2.2(a)  does  not prohibit the holding (whether directly or through
     nominees)  of  shares  listed on a recognised stock exchange so long as the
     Executive  does not hold more than 5% of the issued capital of any company.

2.3  SCOPE OF RESTRAINT AND SEVERABILITY

     (a)  In  the  event a Court or Tribunal of competent jurisdiction is of the
     view  that  the  restraint  referred to in this clause is unenforceable but
     would be enforceable if a lesser Restraint Period or smaller Restraint Area
     was  substituted,  the parties agree that such lesser restraint shall apply
     to  ensure as far as possible the enforceability of the restraint contained
     in this Agreement;

     (b)  Notwithstanding clause 2.3(a), if any part or any provision or part of
     a provision of clause 2.2 is held or found to be void, invalid or otherwise
     unenforceable,  it  will  be  deemed to be severed to the extent that it is
     void  or  to the extent of voidability, invalidity or unenforceability, but
     the remainder of that clause will remain in full force and effect.

2.4  REASONABLENESS

The Executive acknowledges that:

     (a)  the restrictions in clause 2.2 are reasonable in all the circumstances
          and necessary to protect the goodwill of the Company; and

     (b) the remedy of damages may be inadequate to protect the interests of the
          Company  and  the  Company  is  entitled to seek and obtain injunctive
          relief,  or any other available relief, for a breach of this Agreement
          by the Executive.

2.5  GOVERNING LAW

This  Agreement  is  governed  by and will be construed according to the laws of
South  Australia.

2.6     JURISDICTION

     Each  Party irrevocably submits to the exclusive jurisdiction of the courts
     of  South  Australia,  and  the  courts competent to determine appeals from
     those  courts,  with respect to any proceedings which may be brought at any
     time  relating in any way to this Agreement. Notwithstanding the foregoing,
     the  Company  may  bring  an  action in any Court of competent jurisdiction
     anywhere  in  the  world to register and enforce any judgement arising from
     the  said  proceedings.

SIGNED as an agreement.

Signed on behalf of BRL HARDY LIMITED by its
authorised officer in the presence of:



/a/ Carrie Boscarino                      /s/ Keith Wilson
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Signature of Witness                      Signature of Authorised Officer

/s/ Carrie Boscarino                      /s/ Keith Wilson
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Name of Witness in full                   Name of Authorised Officer in full



Signed by STEPHEN BRIAN MILLAR in the presence
of:
                                          /s/ Stephen B. Millar
                                          --------------------------------------
                                          Signature
                                          8 April 2003

/s/ [unreadable]
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Signature of Witness


/s/ Benjamin Matthew Dollard
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Name of Witness in full