TERM LOAN NOTE

                                 PROMISSORY NOTE
                                 ---------------

                                                       San Francisco, California
                                                                  March 31, 1999

                  FOR VALUE RECEIVED, the undersigned,  Chalone Wine Group, Ltd.
(the  "Borrower"),  HEREBY  UNCONDITIONALLY  PROMISES  TO PAY to  the  order  of
Cooperatieve Centrale  Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New
York Branch (the  "Bank"),  the  principal  sum of the Term Loan advanced to the
Borrower under the Credit Agreement referenced below. The outstanding  principal
sum hereof shall be payable in 22 substantially  equal consecutive  installments
(based on a ten-year  amortization  schedule) due and payable on the last day of
each  calendar  quarter  and  commencing  on  December  31,  2000,  plus a final
principal  installment  equal to the unpaid  principal  balance of the Term Loan
then outstanding, together with all accrued and unpaid interest thereon, due and
payable on the Term Loan Maturity Date.

                  The Borrower further promises to pay interest on the Term Loan
outstanding  hereunder from time to time at the interest  rates,  and payable on
the dates, set forth in the Credit Agreement referred to below.

                  Both principal and interest are payable in lawful money of the
United States of America and in same day or immediately  available  funds to the
Bank under the Credit Agreement as provided therein.

                  The Bank  shall  record  the date and  amount of the Term Loan
made,  each  conversion to a different  interest  rate,  each relevant  Interest
Period,  the amount of principal  and interest due and payable from time to time
hereunder,  each payment thereof,  and the resulting  unpaid  principal  balance
hereof,  in the  Bank's  internal  records,  and any such  recordation  shall be
rebuttable  presumptive evidence of the accuracy of the information so recorded;
provided,  however,  that the  Bank's  failure  so to record  shall not limit or
otherwise affect the obligations of the Borrower  hereunder and under the Credit
Agreement to repay the principal of and interest on the Term Loan.

                  This promissory note is the Term Loan Note referred to in, and
is subject to and entitled to the benefits of, the Credit  Agreement dated as of
March 31, 1999 (as amended, modified, renewed or extended from time to time, the
"Credit  Agreement")  between the Borrower and the Bank.  Capitalized terms used
herein  shall  have  the  respective  meanings  assigned  to them in the  Credit
Agreement.
                  The  Credit  Agreement  provides,   among  other  things,  for
acceleration  (which in certain cases shall be automatic) of the maturity hereof
upon the occurrence of certain stated events, in each case without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived.




                  This  promissory  note is subject to prepayment in whole or in
part as provided in the Credit Agreement.

                  THIS  PROMISSORY  NOTE SHALL BE GOVERNED BY, AND  CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.


                                     CHALONE WINE GROUP, LTD.

                                     By /s/ Francois Muse
                                        ---------------------------------------
                                        Title: (Acting) Chief Financial Officer


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