FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is entered
into as of June 9, 1998,  by and between EDNA VALLEY  VINEYARD  ("Borrower"),  a
joint  venture  between THE CHALONE  WINE GROUP,  LTD.  ("Chalone")  and PARAGON
VINEYARD  CO.,  INC.  ("Paragon"),  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  following  is hereby  added to the Credit  Agreement as Section
4.11:

                  "SECTION  4.11.  YEAR  2000   COMPLIANCE.   Perform  all  acts
         reasonably  necessary  to ensure that (a)  Borrower and any business in
         which  Borrower  holds a substantial  interest,  and (b) all customers,
         suppliers and vendors that are material to Borrower's business,  become
         Year  2000  Compliant  in a timely  manner.  Such acts  shall  include,
         without limitation, performing a comprehensive review and assessment of
         all of Borrower's  systems and adopting a detailed plan,  with itemized
         budget, for the remediation, monitoring and testing of such systems. As
         used herein, "Year 2000 Compliant" shall mean, in regard to any entity,
         that all  software,  hardware,  firmware,  equipment,  goods or systems
         utilized  by or  material  to  the  business  operations  or  financial
         condition  of  such  entity,   will  properly  perform  date  sensitive
         functions  before,  during  and after the year  2000.  Borrower  shall,
         immediately upon request,  provide to Bank such certifications or other
         evidence of Borrower's compliance






         with the terms hereof as Bank may from time to time require."

         2. Section 5.2 is hereby  deleted in its  entirety,  and the  following
substituted therefor:

                  "SECTION  5.2.  CAPITAL  EXPENDITURES.   Make  any  additional
         investment  in fixed assets in the fiscal year ending March 31, 1998 in
         excess of an aggregate of $1,750,000.00  and  $1,000,000.00  thereafter
         per annum."

         3. 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.

         4. 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,
EDNA VALLEY VINEYARD                                        NATIONAL ASSOCIATION


By: THE CHALONE WINE GROUP, LTD.                         By: /s/ Brian O'Melveny
    Managing Joint Venturer                                 --------------------
                                                             Brian O'Melveny
                                                             Vice President

By: /s/ William L. Hamilton
   ----------------------------
     William L. Hamilton
     Chief Financial Officer/
     Executive Vice President

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