CONSTELLATION BRANDS, INC.
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc4.txt
<TEXT>

                                  EXHIBIT 10.1
                                  ------------

                                    AGREEMENT


     THIS  AGREEMENT,  made  this  20th  day  of  December, 1990, by and between
CANANDAIGUA  WINE  COMPANY, INC., a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Corporation"), and ROBERT
S.  SANDS,  as  Trustee of the Marvin Sands Trust under Agreement dated November
19, 1990 (hereinafter called the "Trustee");

     WHEREAS,  Marvin Sands  (hereinafter  called  the  "Employee")  has  been a
capable, efficient and valued employee of the Corporation since 1972; and

     WHEREAS,  the  Corporation  desires  to  provide  the  Employee  with added
compensation  in  recognition  of  his  valued  services  by  providing adequate
protection  for  the family of the Employee and his spouse in the event of their
deaths;

     NOW,  THEREFORE,  in  consideration  of  covenants  contained herein, it is
mutually acknowledged and agreed that:

     1.  The  Trust  is  the  sole  and absolute owner of Prudential Mutual Life
Insurance  Company  Policy  No.  79  662  805 and has designated the beneficiary
thereof.

     2.  The  Policy  shall  be  subject  to  the  terms  and conditions of this
Agreement.

     3.  It  is  the intention of the parties to this Agreement that the Trustee
shall  retain  all rights which the Policy grants to the owner thereof except as
hereinafter specified. All provisions of this Agreement shall be construed so as
to carry out such intention.

         a.   Following the collateral assignment of  the Policy as  hereinafter
provided,  the  Corporation  shall  be responsible for the timely payment to the
insurer  of  any premium, payment, assessment, or other charge necessary to keep
the  Policy  in  force  until  such time as either the Corporation surrenders or
cancels  the  Policy  or  the  later  death  of the Employee and his spouse. The
Trustee shall be responsible for the timely payment to the Corporation or to the
insurer of that portion of any premium payment, assessment or other charge equal
to  the  "economic  benefit"  to  the  Employee  and/or his spouse calculated in
accordance  with the United States Treasury Department rules then in effect. The
Trustee  shall  be responsible for the timely notification to the Corporation of
the  manner  in  which  the  Trustee  proposes to pay the portion of the premium
payment as hereinabove provided.

         b.   The total amount of  all premium advances applied to the Policy by
the  Corporation  shall  constitute  indebtedness  from   the   Trustee  to  the
Corporation.  To secure the repayment of this indebtedness, as it may exist from
time  to  time,  the Trustee shall execute and deliver to the Corporation, at or
before  the time of the first premium advance made by the Corporation hereunder,
a  collateral  assignment of this Policy. Such collateral assignment shall be in
the form of the collateral assignment attached to this Agreement as Schedule A.

         c.   Following such collateral assignment,  the Corporation  may borrow
against  the  Policy  up  to  the  amount  permitted under the provisions of the
Policy,  provided,  however,  that   the  Corporation  shall   not  permit   the
indebtedness  on  the  Policy  to exceed the Policy's loan value (as the term is
defined under the Policy).

         d.   Following  the  assignment  of  the Policy,  the Corporation shall
have  the  sole  right  to  surrender,  cancel,  or convert the Policy. Upon the
surrender, cancellation, or conversion of the Policy, the Corporation shall have
the  unqualified  right  to  receive directly from the insurer the amount it has
paid  for  premiums  on  the  Policy  which  is  not reportable as income by the
Employee  or his spouse (less any amount which the Corporation has borrowed from
the  cash  value  of  the  Policy). Following the receipt of said amount, all of
obligations  of  the  Corporation  and  the  Trustee  shall  be  terminated. The
Corporation  shall  be  under  no obligation to obtain a new insurance policy if
said Policy is surrendered or cancelled.

         e.   The Trustee shall  have the right to  designate the beneficiary of
the  portion  of the death proceeds to which the Corporation is not entitled, as
hereinafter  specified  in  paragraph  "6(b)." The Corporation, as holder of the
Policy  as collateral assignee, will make the Policy available to the insurer or
the  Trustee  in  order  to effectuate any change in the beneficiary designation
which  the  Trustee may desire to make, subject to the rights of the Corporation
as defined in this Agreement.

     4.  The Trustee shall  take no action  with  respect to  the  Policy  which
would  in  any way compromise or jeopardize the Corporation's right to be repaid
such amounts, without the express written consent of the Corporation.

     5.  The  Corporation  shall  have  the right  to keep said  Policy in force
during  the  lifetimes  of  the  Employee  and  his spouse, including any period
following the Employee's retirement from the service of the Corporation.

     6.  a.   Upon  the  death  of  the  second  to die of the  Employee and his
spouse,  the Corporation shall promptly take all actions necessary to obtain the
death benefits provided under the Policy.

         b.   The Corporation shall  have the unqualified  right to receive from
the  death  benefits  an  amount equal to the premiums it has paid which are not
reportable  as  income  by the Employee or his spouse (less any amount which the
Corporation  has borrowed from the cash value of the Policy). The balance of the
death  benefits provided under the Policy, if any, shall be paid directly to the
beneficiary or beneficiaries designated by the Trustee, in the manner and in the
amount  or  amounts  provided  in  the beneficiary designation provisions of the
Policy.  No  amount shall be paid from such death benefits to the beneficiary or
beneficiaries  designated  by  the  Trustee  until  the  full  amount  due  the
Corporation hereunder has been paid.

     7.  Repayment  of  the  amounts of the  premiums on the Policy paid  by the
Corporation  and not reportable as income by the Employee or his spouse shall be
made  from  the  cash  surrender value of the Policy (as defined therein) if the
Corporation  surrenders or cancels the Policy.  Payment of the amount payable to
the  Corporation  upon  the  death  of the second to die of the Employee and his
spouse shall be made from the death proceeds of the Policy.

     8.  a.   This   Agreement  shall   terminate,  without  notice,  upon   the
occurrence  of  any  of  the  following  events:  (1) the total cessation of the
business  of the Corporation; (2) the bankruptcy, receivership or dissolution of
the  Corporation;  or  (3)  the  termination of the Employee's employment by the
Corporation other than by reason of his death or retirement.

         b.   In  addition, either  the Trustee or the Corporation may terminate
this  Agreement,  provided  that  no  premiums  under the Policy are overdue, by
written  notice  to  the other party. Such termination shall be effective thirty
days from the date of such notice.

     9.  The  Corporation  shall  release  its  interests in the Policy,  cancel
the collateral assignment, and transfer physical possession of the Policy to the
Trustee  upon its receipt of sums in satisfaction of the total indebtedness owed
by  the  Trustee  to  the  Corporation,  as hereinabove provided.  Such release,
cancellation, and transfer shall terminate all mutual obligations of the parties
to this Agreement.

     10. This Agreement  may not be  amended, altered  or  modified, except by a
written  instrument signed by the parties hereto, or their respective successors
or assigns, and may not be otherwise terminated except as provided herein.

     11. The  rights  of  either party to this  Agreement may be assigned; and a
party  wishing  to  make  an assignment need not obtain the consent of the other
party to this Agreement to such assignment.

     12. This  Agreement shall be  binding  upon and inure to the benefit of the
Corporation and the Trustee and their respective successors and assigns.

     13. Any  notice, consent or demand  required or permitted to be given under
the provisions of this Agreement shall be in writing, and shall be signed by the
party  giving or making the same. If such notice, consent or demand is mailed to
a  party  hereto,  it  shall  be  sent  by United States certified mail, postage
prepaid, addressed to such party's last known address as shown on the records of
the  Corporation.  The  date of such mailing shall be deemed the date of notice,
consent or demand.

     14. Richard  E. Sands is  hereby designated  the "named fiduciary"  of this
plan.  The  named  fiduciary,  Richard  E.  Sands,  shall be responsible for the
management,  control  and  administration  of  the plan. The named fiduciary may
allocate  to   others  certain   aspects  of   the  management   and   operation
responsibilities  of  the  plan,  including  the  employment of advisors and the
delegation of any ministerial duties to qualified individuals.

     15. CLAIMS PROCEDURE

         A.  FILING OF BENEFIT CLAIMS

             (1)  When  a  participant,  beneficiary,  or  his  duly  authorized
representative  have  a  claim  which may be covered under the provisions of the
insurance policy, he or she should contact the named fiduciary.

             (2)  Claim forms and  claim information  can be  obtained from  the
named fiduciary.

             (3)  The claim  must  be  in  writing  on  a Benefit Claim Form and
delivered  to the named fiduciary either in person or by mail, postage paid. The
name  fiduciary  will forward the claim form to the authorized representative of
the insurer.

         A.  INITIAL DISPOSITION OF BENEFIT CLAIMS

             (1)  Within ninety (90) days after  receipt of a claim, the insurer
shall  send  to  the  claimant,  by  mail, postage prepaid, a notice granting or
denying, in whole or in part, a claim for benefits.

             (2)  If  a claim  for benefits is denied, the insurer shall provide
the  claimant  written  notice  setting  forth  in  a  manner  calculated to  be
understood by the claimant:

                  (a)  The  specific  reason   or   reasons  for   the   denial;

                  (b)  Specific reference to pertinent plan  provisions on which
the denial is based;

                  (c)  A description of any additional  material or  information
necessary for  the claimant to  perfect the claim and an explanation of why such
material or information is necessary; and

                  (d)  Appropriate information  as  to the  steps to be taken if
the participant or beneficiary wishes to submit his or her claim for review.

             (3)  If the claim is payable, a benefit check will be issued to the
named fiduciary and forwarded to the claimant.

             (4)  The  ninety- (90) day period  may  be  extended   if   special
circumstances require an extension of time to process the claim for benefits.

             (5)  Written notice  of the  extension  shall  be  furnished to the
claimant prior to the termination of the initial 90-day period.

             (6)  The extension  notice shall indicate the special circumstances
requiring  an  extension  of  time  and the date by which the insurer expects to
render the final decision.

             (7)  In no event shall such extension exceed a 90 days from the end
of the initial 90-day period.

             (8)  If a  notice  of denial is not received within the claim being
filed,  the  claim shall be deemed the claimant shall be permitted to proceed to
the period of 90 days of denied and review stage.

         C.  REVIEW PROCEDURE

             (1)  Within sixty (60) days of:

                  (a)  the  receipt  by  the claimant  of  written  notification
denying, in whole or in part, his or her claim, or

                  (b)  a  deemed denial resulting  from the insurer's failure to
provide the claimant with written  notice of denial  within 90 days of the claim
being  filed,  the  claimant  or   his  duly   authorized  representative,  upon
written application  to  the  insurer, delivered in person or by certified mail,
postage prepaid, may request an opportunity to appeal a denied claim to the
insurer or a person designated by the insurer.

             (2)  The claimant or his representative may:

                  (a)  Request a review upon written application to the plan;

                  (b)  Review pertinent documents; and

                  (c)  Submit issues and comments in writing.

             (3)  The decision on review shall be made within sixty (60) days of
the insurer's receipt of a request for review.

             (4)  The  sixty  (60)  day  period  may  be  extended  if   special
circumstances require an extension of time to process the review.

             (5)  If an extension is required:

                  (a)  written notice of the extension shall be furnished to the
claimant prior to the commencement of the extension, and

                  (b)  a decision shall  be rendered  as soon as possible but no
later than 120 days after the insurer received the request for review.

             (6)  The decision on review shall be in writing  and  shall include
specific  reasons  for  the  decision,  written  in  a  manner  calculated to be
understood by the claimant, as well as specific references to the pertinent plan
provision on which the decision is based.

             (7)  If  the decision on  review is  not rendered within sixty (60)
days or  within 120 days if  an extension  is granted, then  the claim  shall be
deemed denied on review.

         D.  OTHER REMEDIES

             (1)  After  exhaustion  of  the  claims procedures,  nothing  shall
prevent  any person from  pursuing any other legal or equitable remedy otherwise
available.

     16. This Agreement,  and  the  rights  of  the parties  hereunder, shall be
governed by and construed in accordance with the laws of the State of Delaware.

     17. Notwithstanding the  provisions of this Agreement, Prudential is hereby
authorized  to act in accordance with the terms of the Policy issued by it as if
this  Agreement  did not exist.  Payment or other performance of its obligations
under  such  Policy  by  Prudential  in accordance with the terms of such Policy
shall completely discharge Prudential from all claims, suits, and demands of all
persons whatsoever.

     IN WITNESS WHEREOF, the  parties hereto have executed  this  Agreement,  in
duplicate, as of the day and year first above written.


ATTEST:                                    CANANDAIGUA WINE COMPANY, INC.

/s/ Martin W. O'Toole                      By: /s/ Richard Sands
-----------------------------------           ----------------------------------
Martin W. O'Toole                          As its:  President


ATTEST:

/s/ Martin W. O'Toole                      By: /s/ Robert S. Sands
-----------------------------------           ----------------------------------
Martin W. O'Toole                          ROBERT S. SANDS, as Trustee of
                                           the Marvin Sands Trust

<PAGE>
                                   SCHEDULE A

     It is agreed, pursuant to the foregoing Agreement dated                that
                                                             --------------
the  following  described  policy  of  life  insurance  shall  be subject to the
provisions of said Agreement. Policy No.                issued by The Prudential
                                         --------------
Insurance Company of  America  on                   19  ,  insuring the lives of
                                  -----------------   --
the Employee and his spouse.

                              Collateral Assignment

     Assignment made               , 19  , by Robert S. Sands, as the Trustee of
                     --------------
Marvin Sands Trust dated                    ,  19  ,              , assignor, to
                          ------------------     --  -------------
Canandaigua Wine Company, Inc., assignee.

     For  value  received, the assignor hereby assigns to the assignee Insurance
Policy  No.                  issued  by  the  Prudential  Insurance  Company  of
America  on  the lives of Marvin and Marilyn D. Sands, as collateral security to
the extent of the indebtedness of the assignor to the assignee.

     The  assignee,  without the consent of the assignor, may apply for a policy
loan  in  an amount not to exceed the permissible policy loan limits, but not in
excess of premium advances by the assignee.

     Except  as  specifically herein granted to the assignee, the assignor shall
retain all other incidents of ownership in the policy.


Dated
      --------------------            ------------------------------------------
                                      ROBERT S. SANDS,
                                      as Trustee, as Assignor


                                      CANANDAIGUA WINE COMPANY, INC.,
                                      as Assignee

Dated                                 By:
      --------------------                --------------------------------------
                                      As its:


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</DOCUMENT>
