<PAGE>
EXHIBIT 10.7

USBANK

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
   Principal       Loan Date      Maturity     Loan No.     Call    Collateral     Account      Officer     Initials
<S>               <C>             <C>          <C>          <C>     <C>            <C>          <C>         <C>
  $450,000.00     09-15-1999                    991846                                            RS
</TABLE>

<TABLE>
<S>                                                    <C>
Borrower:  Yamhill Valley Vineyards, Inc., et al.      Lender:  U.S. Bank National Association
           1l6250 SW Oldsville Road                             Greater Willamette Business Banking Center
           McMinnville, OR 97128                                PL-7 Commercial Loan Service-West
                                                                555 SW Oak Street
                                                                Portland, OR 97204
</TABLE>

<TABLE>
<S>                              <C>                     <C>
Principal Amount:  $450,000.00   Initial Rate:  8.200%   Date of Note:  September 15, 1999
</TABLE>

PROMISE TO PAY. YAMHILL VALLEY VINEYARDS, INC., DENIS R. BURGER and ELAINE M.
MCCALL (referred to herein individually and collectively as "Borrower") (jointly
and severally promise to pay to U.S. Bank National Association ("Lender"), or
order in lawful money of the United States of America, the principal amount of
Four Hundred Fifty Thousand & 00/100 Dollars ($450,000.00), together with
interest on the unpaid principal balance from disbursement until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:

         PLEASE SEE EXHIBIT "A" "ADJUSTABLE RATE PROVISIONS" ATTACHED HERETO AND
         BY THIS REFERENCE INCORPORATED HEREIN.

Interest on this Note is computed on a 30/360 simple interest basis; that is,
with the exception of odd days in the first payment period, monthly interest is
calculated by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by a month of
30 days. Interest for the odd days is calculated on the basis of the actual days
to the next full month and a 360-day year. Borrower will pay Lender at Lender's
address shown above or at such other place as Lender may designate in writing.

PREPAYMENT PENALTY.

Upon prepayment of the Note, Lender is entitled to the following prepayment
privilege penalty: Upon prepayment of this Note, Lender is entitled to the
following prepayment penalty: Any prepayments of scheduled installments that are
made on a date that is not an installment payment date must be accompanied by
interest to the next installment payment date and such prepayment will not be
credited to the Borrower's account until such installment payment date.

CURTAILMENTS OR PREPAYMENTS. Any curtailments or prepayments, partial or in
whole, other than scheduled installment payments must be accompanied by unpaid
interest accrued on such principal amount from the date to which interest was
last paid to the next installment payment date, together with any yield
maintenance amount that may be applicable, and such prepayment shall not be
considered as having been received and will be credited to Borrower's account
until such installment payment date. If
<PAGE>
09-15-1999                      PROMISSORY NOTE                        Page 2
                                 (continued)


Borrower makes a partial curtailment or prepayment there will be no delays in
the due dates of Borrower's installment payments unless Lender agrees in writing
to those delays and that unless Borrower and Lender agree otherwise, Lender at
its sole discretion may reamortize the Note on the basis of the new principal
balance; otherwise the making of a prepayment will operate only to discharge the
Note at an earlier date. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this note or in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Borrower is in
default under any other note, security agreement, lease agreement or lease
schedule, loan agreement or other agreement, whether now existing or hereafter
made, between Borrower and U.S. Bancorp or any direct or indirect subsidiary of
U.S. Bancorp. (g) Any credit tries to take any of Borrower's property on or in
which Lender has a lien or security interest. This includes a garnishment of any
of Borrower's accounts with Lender. (h) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (i) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
indebtedness is impaired. (j) Lender in good faith deems itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately and without
notice, and then Borrower will pay that amount. The interest rate will not
exceed the maximum rate permitted by applicable law. Lender may hire or pay
someone else to help collect this Note if Borrower doe not pay. Borrower also
will pay Lender that amount. This includes, subject to any limits under
applicable law, Lender's attorneys' fees and Lender's legal expenses whether or
not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services.
If not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. This Note has been delivered to
Lender and accepted by Lender in the State of Oregon. If there is a lawsuit,
Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of Multnomah County, the State of Oregon. This Note shall be governed by
and construed in accordance with the laws of the State of Oregon.

RIGHT OF SET0FF. Borrower grants b Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts, and, at
Lender's option, to administratively freeze all such accounts to allow Lender to
protect Lender's charge and setoff rights provided on this paragraph.
<PAGE>
09-15-1999                      PROMISSORY NOTE                        Page 3
                                 (continued)


COLLATERAL. This Note is secured by in addition to any and all other collateral,
all equipment, all fixtures and a "Mortgage" in favor of Lender on real property
located in Yamhill County, State of Oregon, all other terms and conditions of
which are hereby incorporated and made a part of this Note. The references to
"Mortgage in the Yield Maintenance section shall be deemed to include a
reference to "Deed of Trust".

LATE CHARGE: Notwithstanding any provision of the Note to the contrary, in the
event any payment of principal or interest shall not be made more than 9 days
after it is due and payable, interest shall be payable on such defaulted payment
at a rate which is equal to five percent (5%) per annum above the rate of
interest which would have existed from time to time under this Note but for such
nonpayment, subject to a minimum interest charge of five percent (5.000%) of
such defaulted payment.

APPLICATION OF PAYMENTS. Notwithstanding any provision of this Note to the
contrary, unless otherwise agreed or required by applicable law, payments will
be applied first to accrued unpaid interest, then to principal, and all other
amounts owed other than late charges; and any remaining amount to unpaid late
charges.

FEDERAL LAW. Notwithstanding any provision of the Note to contrary, any choice
of loan provision includes applicable Federal Law and such provision is not
intended to prevent the application of Federal Law. In addition to any other
statutory authority listed in the Note, the terms of this note and the interest
rate and fees set forth herein are authorized by Title 12 of the United States
Code, section 2279aa-12 as amended from time to time.

FINANCIAL STATEMENTS. Borrower agrees to provide current financial statements as
required by the holder of this Note, but, during any time when this Note is not
subject to a default, Borrower shall not be required to provide such financial
statements more frequently than annually. If Borrower obtains financial
statements which were audited or reviewed by an independent, certified public
accountant for the relevant period, such financial statements provided hereunder
shall be such reviewed or audited statements.

DISSEMINATION AND INFORMATION: If the Lender determines at any time to sell,
transfer or assign the Note, this Security Instrument and any other security
instruments, and any or all servicing rights with respect thereto, or to grant
participations therein ("Participations") or issue in a public offering or
private placement, mortgage pass-through certificates or other securities,
evidencing a beneficial interest in the loan ("Securities"), Lender may forward
to each purchaser, transferee, assignee, servicer, participant, investor, or
their respective successors in such Participations and/or Securities
(collectively, the "Investor"), any rating agency rating such Securities and
each prospective investor, all documents and information which Lender now has or
may hereafter acquire relating to the indebtedness and to the Borrower, any
Guarantor, any indemnitors and the Mortgaged Property, which shall have been
furnished by Borrower, any Guarantor or any Indemnitors, as Lender determines
necessary or desirable.

DEFAULT RATE. Notwithstanding any contrary provision hereof, the whole of the
principal sum and, to the extent permitted by law, any secured interest and any
other sums advanced to protect and/or enforce the note holder's interest in this
note and the Deed of Trust or Mortgage (including reasonable costs of recovery
and attorney's fees and expenses) shall bear interest from and after maturity,
whether or not resulting from acceleration, at a rate equal to five percent (5%)
per annum above the rate of interest under this note had such maturity not
occurred.

ACCELERATION FEE. Borrower agrees that every payment of principal in excess of
the scheduled principal payment of this Note before the maturity date set forth
in this Note shall constitute a prepayment
<PAGE>
09-15-1999                      PROMISSORY NOTE                        Page 4
                                 (continued)


under this Note, whether such payment occurs voluntarily or involuntarily, or by
acceleration of the maturity of the indebtedness evidenced by this Note. Without
limiting the foregoing, following any acceleration of the maturity of the
indebtedness evidenced by this Note, interest through the next scheduled payment
date, regardless of the actual date of acceleration and/or prepayment shall be
included in the total amount due at any foreclosure sale under the Deed of Trust
or Mortgage and any lender of payment of the indebtedness evidenced by this Note
before, at or after any foreclosure sale under this Deed of Trust or Mortgage
shall include such interest amount.

EXHIBIT "A". An exhibit, titled "EXHIBIT "A"," is attached to this Note and by
this reference is made a part of this Note just as if all the provisions, terms
and conditions of the Exhibit has been fully set forth in this Note.

EXHIBIT "B". An exhibit, titled EXHIBIT "B"," is attached to this Note and by
this reference is made a part of this Note just as if all the provisions, terms
and conditions of the Exhibit has been fully set forth in this Note.

GENERAL PROVISIONS. Lander may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order or
manner of sale thereof, including without limitation, any nonjudicial sale
permitted by the terms of the controlling security agreements, as Lender in its
discretion may determine; (e) release, substitute, agree not to sue, or deal
with any one or more of Borrower's sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other borrower. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made. The
obligations under this Note are joint and several.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER)
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE
ENFORCEABLE.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER
AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF
THIS NOTE.
<PAGE>
09-15-1999                      PROMISSORY NOTE                        Page 5
                                 (continued)


BORROWER:

YAMHILL VALLEY VINEYARDS, INC.

By:      /s/
   --------------------------------------------------
         DENIS R. BURGER, PRESIDENT

By:      /s/
   --------------------------------------------------
         ELAINE M. MCCALL, VICE PRESIDENT


PAY TO THE ORDER OF U.S. BANK TRUST NATIONAL ASSOCIATION AS CUSTODIAN/TRUSTEE
WITHOUT RECOURSE.

By:      /s/
   --------------------------------------------------
         AUTHORIZED OFFICER
<PAGE>
                                   EXHIBIT "A"
                           ADJUSTABLE RATE PROVISIONS
               (3 YEAR TREASURY INDEX - NO RATE CAP - CONVERTIBLE)

<TABLE>
<S>                                                    <C>
Borrower:  Yamhill Valley Vineyards, Inc. et al        Lender.  U.S. Bank National Association
           16250 SW Oldsville Road                              Greater Willamette Business Banking
           McMinnville, OR                                      PL-7 Commercial Loan Service-West
           97128                                                555 SW Oak Street Portland, OR 97204
</TABLE>

The following provision shall be used in any Convertible 3 Year Treasury Index
ARM product (no Caps or Floors) originated for sale into the Farmer Mac 1 Cash
Window.

This Exhibit "A" Adjustable Rate Provisions is attached to and by this reference
is made a part of each Promissory Note or Credit Agreement, dated September 15,
1999, and executed in connection with a loan or other financial accommodations
between U.S. Bank National Association and Yamhill Valley Vineyards, Inc.

1.  PAYMENT OF PRINCIPAL AND INTEREST.

         (a) Interest shall accrue on the unpaid balance of this Note at a rate
equal to the sum of (i) the Current Index (defined below) and (ii) the Margin
(defined below) ("the Adjustable Rate"). The Adjustable Rate shall change on the
first day of each third January, commencing with January 1, 2003 (each, a "'Rate
Change Date") until the loan is repaid in full or until the Borrower exercises
the option to convert the interest rate to a fixed-rate provided in paragraph
(f) below,

         (b) The Adjustable Rate shall be 8.200 % per annum until January 1,
2003.

         (c) A payment of interest only calculated at the Adjustable Rate from
the date of closing shall be due on the first day of January, 2000. Thereafter,
consecutive semi annual installments of principal and interest, each in the
amount required to pay the unpaid principal balance of thus Note in equal semi
annual installments, including accrued interest at the Adjustable Rate
calculated over the 15 year period beginning with January 1, 2000 shall be
payable on the first day of each half year, until the entire indebtedness
evidenced by this Note is fully paid. Any retraining indebtedness, if not sooner
paid, shall be due and payable on the Maturity Date (as defined below). The
initial installment of principal and interest in the amount of Twenty Six
Thousand Three Hundred Forty Dollars and Forty Four Cents ($26,340.44) shall be
due on July 1, 2000. Thereafter, to the extent that the Adjustable Rate has
changed, the amount of the installment payment shall change in accordance with
the second sentence of this paragraph. For purposes of determining the
"principal balance" tinder the second sentence of this paragraph, calculations
shall be based on the binding presumption of timely future payments, without any
prepayments made after the date of the calculation, through the next scheduled
Rate Change Date.

         (d) At least 30 days before each Rats: Change Date, Lender shall
re-calculate the Adjustable Rate and shall notify Borrower (in the manner
specified in the Security Instrument for giving notices) of any change in the
Adjustable Rate and the installment payment due on each payment date.

         (e) If Lender at any time determines, in its sole but reasonable
discretion, that it has miscalculated the amount of any installment payment
(whether because of a miscalculation of the Adjustable Rate or otherwise), the
Lender shall give notice to Borrower of the corrected amount of the installment
payment (and the corrected Adjustable Rate, if applicable) and (i) if the
corrected amount of the installment payment represents an increase, then
Borrower shall, within 30 calendar days thereafter, pay to Lender any sums that
Borrower would have otherwise been obligated under this Note to pay to Lender
had the
<PAGE>
amount of the installment payment not been miscalculated, or (ii) if the
corrected amount of the installment payment represents a decrease thereof and
Borrower is not otherwise in breach or default under any of the tents and
provisions of this Note, the Security Instrument or any other loan document
evidencing or securing this Note, then Borrower shall thereafter be paid the
sums that Borrower would not have otherwise been obligated to pay to Lender bad
the amount of the installment payment not been miscalculated.

         (t) If Borrower timely exercises Borrower's option to convert the
interest rate on this Note to another rate pursuant to paragraph 3/ ("Interest
Rate Conversion option") of this Note, the applicable interest rate under this
Note, beginning on the date the conversion becomes effective and continuing
until the Maturity Date, shall not be the rate determined in accordance with
subsection (c) above, but shall be the rate established in accordance with
Section 3 "Interest Rate Conversion Option" hereof. Such fixed rate shall be
reflected in an "Agreement to Convert" substantially in the form attached as
Exhibit B to this Note.

         (g) For purposes of this Section, the following definitions shall
apply:

         Current Index: The published Index that is in effect on the 45th day
before the applicable Rate Change Date.

         Index: The weekly average yield on United States Treasury securities
adjusted to a constant maturity of three years published by the Federal Reserve
Board. In the event the Federal Reserve Board ceases making the Index available,
Lender shall select a comparable publication to determine the Index and provide
notice thereof to Borrower. In the event no comparable organization publishes
the Index, Lender shall select a method of calculating interest at the
Adjustable Rate that Lender deems comparable in its sole discretion and provide
notice thereof to Borrower.

         Margin:  2.550 %.

         Maturity Date:  January 1, 2015.

         2.  Prepayment.

         Prior to Conversion Date (as defined below), Borrower may prepay all or
part of the unpaid principal balance of this Note on the date any payment under
this Note is due (without taking into account any grace period) beginning on the
date the second payment is due under this Note by paying, in addition to the
principal prepayment amount and any scheduled principal payment, accrued
interest and all other sums due Lender at the time of prepayment. Prior to the
Conversion Date, Borrower may also prepay all or part of the unpaid principal
balance of this Note at any time, by paying, in addition to the principal
amount, interest on the principal prepayment amount to the date the next payment
under this Note is due; and all other sums due tender at the turn of prepayment.

         3. Interest Rate Conversion Option.

         (a) Option to Convert to Another Interest Rate: Borrower may exercise
the Conversion option unless Borrower is in default under this Note or the
Security Instrument if the conditions of this paragraph 3(a) are met. The
"Conversion Option" is the Borrower's option to convert the interest rate
specified in this Note from an adjustable rate with no interest rate limits to
the rate calculated under Section 3(b) below.

         The conversion can only take place on any date a payment is due under
this Note beginning on
<PAGE>
the first Rate Change Date. The date on which the Borrower converts the
adjustable interest rate to the converted rate is called the "Conversion Date".

         The Borrower's ability to exercise the Conversion Option is conditioned
upon: (I) the Borrower giving the Lender written notice at least 21 days prior
to the Conversion Date that the Borrower wants to exercise the Conversion
Option; (ii) at the Conversion Date, the Borrower must not be in default under
the terms of this Note or the Security Instrument, (iii) payment to the Lender
prior to the Conversion Date of a conversion fee $500.00; and (iv) the
Borrower's completion and execution of any documents the Lender requires to
effect the conversion.

         (b) Calculation of Converted Rate. The converted interest rate in
effect as of the Conversion Date will be equal to the federal Agricultural
Mortgage Corporation's required not yield as of noon, Eastern Time, 7 days prior
to the Conversion Date for (I) if Borrower elects to have the option to prepay
the loan on any date a payment is due without paying a yield maintenance amount,
the open prepay comparable (as determined in the Lender's sole discretion) term
mortgages (with amortization terms equal to the amortization term of this Note)
covered by applicable 1-week mandatory delivery commitments, plus 0.400% or (ii)
if Borrower agrees that any prepayment of the ban will be subject to Borrower's
paying a yield maintenance amount, comparable (as determined in the Lender's
sole discretion) term mortgages (with amortization terms equal to the
amortization term of this Note) with yield maintenance covered by applicable
I-week mandatory delivery commitments, plus 0.400%. if this required net yield
cannot be determined because the applicable commitments are not available, the
Lender will determine the interest rate by using comparable information.

         (c) New Payment and Effective Date. Upon the Borrower's exercise of the
Conversion Option, the Lender will determine the amount of the semi-annual
installment, which will be calculated to repay the unpaid principal (net of any
principal payment due on the Conversion Date) in full on the maturity date at
the new fixed interest rate in substantially equal payments.

BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants
contained in this Exhibit "A" Adjustable Rate provisions.

BORROWER:

Yamhill Valley Vineyards, Inc.

By:      /s/
   -----------------------------------------
         Denis R. Burger, President

By:      /s/
   -----------------------------------------
         Elaine M. McCall, Co-Borrower

By:      /s/
   -----------------------------------------
         Denis R. Burger, Co-Borrower

By:      /s/
   -----------------------------------------
         Elaine M. McCall, Co-Borrower