REVOLVING LOAN NOTE

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

                                                       San Francisco, California
$ 40,000,000                                                      March 31, 1999
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                  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") on the  Revolving  Loan Maturity Date the principal sum
of FORTY MILLION DOLLARS  ($40,000,000)  or, if less, the aggregate  outstanding
principal  amount  of the  Revolving  Loans  made by the  Bank  to the  Borrower
pursuant to the Credit Agreement referred to below.

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

                  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 each  Revolving
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 Revolving Loans.

                  This  promissory  note is the Revolving  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 LAWS OF THE STATE OF CALIFORNIA.



                                    CHALONE WINE GROUP, LTD.

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


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