Exhibit 10.6




REVOLVING CREDIT

NOTE




	

  $9,000,000


  	

   


  	

  Los

  Angeles, California


  
	

   


  	

   


  	

  October

  31, 2002


  





 




                FOR VALUE RECEIVED, the

undersigned, HAUSER, INC., a Delaware corporation, HAUSER TECHNICAL SERVICES,

INC., a Delaware Corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a

Delaware corporation, ZETAPHARM, INC., a New York corporation, (collectively,

the “Borrowers”), hereby jointly and severally, unconditionally promise to pay

to the order of Wells Fargo Bank, National Association (the “Lender”), at c/o

Wells Fargo Bank, N.A., 333 South Grand Avenue, 9th Floor, Los Angeles,

California 90071, or at such other place as the holder of this Note may direct,

on November 7, 2002 (the “Maturity Date”) in lawful money of the United States

of America and in immediately available funds, the principal amount of (a) NINE

MILLION DOLLARS ($9,000,000), or (b) such other amount as represents the

aggregate unpaid principal amount of all Revolving Loans made by the Lender

pursuant to the Credit Agreement (referred to below).  The Borrowers further agree, jointly and severally, to pay

interest on the unpaid principal amount outstanding hereunder from time to time

from the date hereof in like money at such office at a rate per annum equal to

the Prime Rate plus a margin of four percent (4%).  Interest shall accrue hereunder from the date of each advance

until the date of payment, shall be calculated on the basis of a year of three

hundred sixty (360) days and shall be payable for the actual number of days

elapsed (including the first day but excluding the last day).  Interest shall be payable in arrears on the

last day of each calendar month and on the Maturity Date.  In the event of any repayment or prepayment

of any Loan, other than a prepayment prior to the Maturity Date, accrued interest

on the principal amount repaid or prepaid shall be payable on the date of such

repayment or prepayment.




                If any principal of or interest

on any Loan or any fee or other amount payable by the Borrowers hereunder or

under the Credit Agreement is not paid when due, whether at stated maturity,

upon acceleration or otherwise, such overdue amount shall bear interest, after

as well as before judgment, at a rate per annum equal to (i) in the case of

overdue principal of any Loan, two percent (2%) plus the rate otherwise

applicable to such Loan as provided above in this Note, or (ii) in the case of

any other amount, the rate that would apply under (i) of this paragraph if such

amount constituted overdue principal.




                The

holder of this Note is authorized to record on Schedule 1 annexed hereto or on

a continuation thereof the date, Type and amount of each Revolving Loan made

pursuant to the Credit Agreement, the date and amount of each payment or

repayment of principal




 





























 




thereof;

provided, however, that the failure to make any such recordation shall not

affect the obligations of the Borrowers in respect of such Revolving Loans.




                This Note amends, restates and

replaces the Revolving Credit Note previously issued by Borrowers and referred

to in the Amended and Restated Credit Agreement by and between the Borrowers

and the Lender dated as of December 7, 2001, as amended (the “Credit

Agreement”), is secured as provided therein and in the Security Documents and

is subject to optional and mandatory prepayment as set forth in the Credit

Agreement.




                Upon the occurrence of any one

or more of the Events of Default specified in the Credit Agreement, all amounts

then remaining unpaid on this Note shall become, or may be declared to be,

immediately due and payable, all as provided in the Credit Agreement.




                All parties now and hereafter

liable with respect to this Note, whether maker, principal, surety, guarantor,

endorser or otherwise, hereby waive presentment, demand, protest and all other

notices of any kind.




                The holder of this Note is

authorized from time to time to debit any accounts maintained by any Borrower

with such holder for any and all amounts payable by the Borrowers hereunder.




                Terms defined in the Credit

Agreement are used herein with their defined meanings unless otherwise defined

herein.  This Note shall be governed by,

and construed and interpreted in accordance with, the laws of the State of

California.




                This Note may be executed in

counterparts (and by different parties hereto on different counterparts), each of

which shall constitute an original, but all of which when taken together shall

constitute a single contract.





























                                IN WITNESS WHEREOF, the

parties hereto have caused this Revolving Credit Note to be duly executed by

their respective authorized officers as of the day and year first above

written.




 




HAUSER, INC.




	

  By:


  	

  /s/  Thomas W. Hanlon


  
	

   Name:  Thomas W. Hanlon


  
	

   Title:  Chief Financial

  Officer


  





 




HAUSER TECHNICAL SERVICES, INC.




	

  By:


  	

  /s/  Thomas W. Hanlon


  
	

   Name:  Thomas W. Hanlon


  
	

   Title:  Secretary and Treasurer


  





 




BOTANICALS

INTERNATIONAL EXTRACTS, INC.




	

  By:


  	

  /s/  Thomas W. Hanlon


  
	

   Name:  Thomas W. Hanlon


  
	

   Title:  Chief Financial

  Officer


  





 




ZETAPHARM, INC.




	

  By:


  	

  /s/  Thomas W. Hanlon


  
	

  Name:  Thomas W. Hanlon


  
	

  Title:  Secretary and Treasurer


  


































 




	

  SCHEDULE

  1


  
	

  TO

  REVOLVING CREDIT NOTE


  





 




LOANS

AND PAYMENTS OF REVOLVING LOAN




 








	

  Date


  	

  Amount

  of Loans


  	

  Amount

  of Principal Repaid


  	

  Unpaid

  Principal Balance of Loans


  	

  Notation

  Made By