FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is entered
into as of January 5, 1998,  by and  between THE CHALONE  WINE  GROUP,  LTD.,  a
California corporation ("Borrower"),  and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank").


                                    RECITALS

         WHEREAS,  Borrower is currently  indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement  between Borrower and Bank dated
as of July 30, 1997, as amended from time to time ("Credit Agreement").

         WHEREAS,  Bank and Borrower have agreed to certain changes in the terms
and  conditions  set forth in the Credit  Agreement and have agreed to amend the
Credit Agreement to reflect said changes.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are  hereby  acknowledged,  the  parties  hereto  agree that the Credit
Agreement shall be amended as follows:

         1. The third full paragraph,  page 3, is hereby deleted in its entirety
and the following substituted therefor:

                  "Line of Credit" means a revolving credit accommodation in the
         maximum  principal amount of  $10,300,000.00 as more fully described in
         Section 2.2."

         2. Section  2.2(a) is hereby  amended by deleting  "Eight Million Three
Hundred  Thousand  Dollars  ($8,300,000.00)"  as the  maximum  principal  amount
available  under the Line of Credit,  and by  substituting  for said amount "Ten
Million Three Hundred Thousand Dollars ($10,300,000.00)," with such change to be
effective  upon  the  execution  and  delivery  to  Bank  of a  promissory  note
substantially  in the form of Exhibit A attached  hereto (which  promissory note
shall replace and be deemed the Line of Credit Note defined in and made pursuant
to the Credit  Agreement)  and all other  contracts,  instruments  and documents
required by Bank to evidence such change.

         3. Section 6.2 is hereby  deleted in its  entirety,  and the  following
substituted therefor:

                  "SECTION  5.2.  CAPITAL  EXPENDITURES.   Make  any  additional
         investment in fixed assets in any fiscal year in excess of an aggregate
         of $4,600,000.00, excluding capital expenditures reasonably required to






         replace fixed assets destroyed or damaged in the 1996 PG&E fire."

         4. Borrower shall remit to Bank a non-refundable  commitment fee in the
amount of $10,000.00,  which fee shall be due and payable upon execution of this
Amendment.

         5. Except as specifically  provided herein, all terms and conditions of
the  Credit  Agreement  remain  in full  force  and  effect,  without  waiver or
modification.  All terms  defined  in the Credit  Agreement  shall have the same
meaning when used in this  Amendment.  This  Amendment and the Credit  Agreement
shall be read together, as one document.

         6. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein.  Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default  as defined in the Credit  Agreement,  nor any  condition,  act or event
which with the giving of notice or the passage of time or both would  constitute
any such Event of Default.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

                                                         WELLS FARGO BANK,
THE CHALONE WINE GROUP, LTD.                                NATIONAL ASSOCIATION


By: /s/ William L. Hamilton                              By: /s/ Brian O'Melveny
   -----------------------                                  --------------------
                                                             Brian O'Melveny
Title:  CFO                                                  Vice President
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