AMENDMENT NUMBER 7
                                     TO THE
                            CANANDAIGUA BRANDS, INC.
                        1989 EMPLOYEE STOCK PURCHASE PLAN


This  Amendment  Number 7 to the  Canandaigua  Brands,  Inc. 1989 Employee Stock
Purchase  Plan (the  "Plan") is adopted  pursuant to Paragraph 20 of the Plan by
the Board of Directors of Constellation  Brands, Inc. (f/k/a Canandaigua Brands,
Inc.) (the  "Company").  Capitalized  terms used herein which are not  otherwise
defined shall have the meanings ascribed to them in the Plan.

     1.   NAME. The name of the Plan is hereby changed to Constellation  Brands,
          Inc. 1989 Employee  Stock  Purchase  Plan," and all  references in the
          Plan to "Canandaigua  Brands,  Inc." are hereby replaced by references
          to "Constellation Brands, Inc."

     2. Effective November 1, Paragraph 22(a) is amended to read as follows:

               All costs and expenses incurred in the administration of the Plan
               shall be paid by the Company or the  employee,  as the Company so
               determines.

     3.   Effective  November 1, the fourth paragraph of Paragraph 23 is amended
          to read as follows:

               All  transactional  costs and account  maintenance  fees, if any,
               shall be paid by the employee or as otherwise  determined  by the
               Company.

In witness whereof,  Constellation Brands, Inc. has caused this instrument to be
executed as of December 21, 2000.

                                                  CONSTELLATION BRANDS, INC.


                                                  By: /s/ Richard Sands
                                                      --------------------------
                                                      Richard Sands, President