AMEND. 2, VINTNERS

Exhibit 2.1
AMENDMENT NO. 2 TO ASSET SALE AGREEMENT

AMENDMENT NO. 2 dated as of January 18, 1994 to
ASSET SALE AGREEMENT dated as of September 14, 1993, as amended
(the "Agreement"), by and between NEW VICI, INC. (formerly named
Vintners International Company, Inc.), a Delaware corporation, and
VINTNERS INTERNATIONAL COMPANY, INC. (formerly named
Canandaigua/Vintners Acquisition Corp.), a New York corporation and the
assignee of CANANDAIGUA WINE COMPANY, INC., a Delaware
corporation (capitalized terms not otherwise defined herein shall have the
meanings designated in the Agreement);
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend certain
schedules to the Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to Schedules.
(a) Schedule 1(a)(i), Owned and Leased Real Property,
to the Agreement is hereby amended as follows:
(i) by amending item 4 of Section A in its entirety to
read as follows:
"4. Order Number 503751D dated as of July 20,
1993 (CA), consisting of Parcel 1, County of
Monterey, State of California, as shown on the map
filed November 18, 1988, in the Office of the
County Recorder of said County in Volume 17 of
Parcel maps, Page 142 (Parcel 1, North side of Metz
Road)."

(ii) by amending item 3 of SCHEDULE A to the
Chicago Title Company Title Report having Order No. 503751D in its entirety
to read as follows:

"3. The land referred to in this report is situated in the
State of California, County of Monterey and is
described as follows:

Parcel 1, County of Monterey, State of California,
as shown on the map filed November 18, 1988, in
the office of the County Recorder of said County in
Volume 17 of Parcel Maps, Page 142.A.P. No. 022-
281-009"


(b) Schedule 20, Permitted Encumbrances, is hereby
amended by amending item 1.d. under the title "Owned Properties" in its
entirety to read as follows:

"Order Number 503751D dated as of July 20,
1993 (CA), consisting of Parcel 1, County of
Monterey, State of California, as shown on the map
filed November 18, 1988, in the office of the County
Recorder of said County in Volume 17, of Parcel
Maps, Page 142 (Parcel 1, North Side of Metz
Road). The Permitted Encumbrances which affect
this Parcel are Items 1 through 15 of Schedule B
EXCEPT FOR ITEMS 4 (Deed of Trust), 8
(Financing Statement with Changes), 9 (Deed of
Trust with Modifications), 10 (Financing Statement
with Changes), 11 (Financing Statement with
Changes), 12 (Deed of Trust with Modifications), all
of which are to be released at Closing."


2. Full Force and Effect. Except as specifically
modified herein, the Agreement remains in full force and effect. No reference
to this Amendment No. 2 need be made in any instrument or document making
reference to the Agreement, any reference to the Agreement in any such
instrument or document to be deemed a reference to the Agreement as
amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment No. 2 as of the day and year first above written.

NEW VICI, INC.

By: /s/ Michael I. Gerdes
Michael I. Gerdes
President

VINTNERS INTERNATIONAL
COMPANY, INC.
(a New York corporation)

By: /s/ Richard Sands
Richard Sands
President

Consented and Agreed to:

CANANDAIGUA WINE COMPANY, INC.

By: /s/ Robert Sands
Robert Sands
Vice President and
General Counsel