EXHIBIT 10.3
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                               AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 2 TO EMPLOYMENT  AGREEMENT   (this  "Amendment")   dated
October 20, 1998 is by and between BARTON  INCORPORATED,  a Delaware corporation
(the "Company"), and ALEXANDER L. BERK (the "Employee").

     WHEREAS,  the Company and Employee  are parties to that certain  Employment
Agreement  dated  September 1, 1990 (as amended by Amendment No. 1 to Employment
Agreement dated November 11, 1996, the "Agreement"), and desire to further amend
the Agreement on the terms and subject to the conditions hereinafter set forth.

     NOW, THEREFORE, for  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  Position and Duties.  Paragraph 2 of the Agreement is hereby deleted in
its entirety and the following inserted therefor:

     "Employee shall serve as the President and Chief  Executive  Officer of the
Company  and as a member  of the  boards of  directors  of the  Company  and its
principal  subsidiaries,  and as a member of the Company's Management Committee.
The Employee  shall report and be  responsible  directly to the Chief  Executive
Officer  of  Canandaigua  Brands,  Inc.  ("CBI"),  with such  powers  and duties
consistent  with his offices as may from time to time be  authorized or directed
by CBI's Chief Executive  Officer.  Employee shall devote his full-time services
to the  employment  provided  for herein.  All  services  and duties of Employee
rendered hereunder shall be performed faithfully, diligently and competently and
to the highest standards of loyalty."

     2. No Further Modifications.  Except as specifically  set forth herein, the
Agreement shall remain in full force and unaffected hereby.

     IN WITNESS WHEREOF,  the  parties hereto have executed this Amendment as of
the date first above written.

COMPANY:                                      EMPLOYEE:

BARTON INCORPORATED                           /s/ A. Berk
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                                              Alexander L. Berk
/s/ Richard Sands
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Richard Sands
Vice President