Exhibit 10.4


            PROMISSORY NOTE


             


            
                	
                            Principal


                            $200,000

                        	
                            Loan Date


                            11-14-08

                        	
                            Maturity


                            04-14-2009

                        	
                            Loan No


                            9001

                        	
                            Call/Coll


                            053221-2

                        	
                            Account


                            1071688

                        	
                            Officer


                            04282

                        	
                            Initials

                        


            


             


            
                	
                             

                        	
                            Borrower: 

                        	
                            WASATCH FOOD SERVICES, INC.

                        	
                            Lender: 

                        	
                            ZIONS FIRST NATIONAL BANK

                        


            


            
                	
                             

                        	
                            1502 N FREEDOM BLVD STE D

                        	
                            PROVO REGION OFFICE

                        


            


            
                	
                             

                        	
                            PROVO, UT 84604-2520

                        	
                            111 NORTH 200 WEST

                        


            


            PROVO, UT 84601


            
                	
                             

                        	
                            Principal Amount: $200,000.00

                        	
                            Date of Note: November 14, 2008

                        


            


            PROMISE TO PAY. WASATCH FOOD SERVICES, INC. ("Borrower") promises to pay to ZIONS FIRST NATIONAL BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of Two Hundred Thousand & 00/100 Dollars ($200,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance, calculated
            as described In the "INTEREST CALCULATION METHOD" paragraph using an Interest rate of 7.500% per annum based on a year of 360 days, interest shall be calculated from the date of each advance until repayment of each advance. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section.


            PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on May 14, 2009. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning December 14, 2008, with all subsequent Interest payments to be due on the same day of each month after that. Unless
            otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any accrued unpaid interest; and then to principal. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing.


            INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 365/360 basis; that Is, by applying the ratio of the Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. All Interest payable under this Note is computed using this method, This calculation method
            results In a higher effective interest rate than the numeric interest rate stated in this Note.


            PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it Is due.
            Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay
            any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Zions First National Bank, P.O. Box 25822 Salt Lake City, UT 84125-0822.


            INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by 3.000 percentage points. However, In no event will the interest rate exceed the maximum interest rate limitations under applicable law.


            DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:


            Payment Default. Borrower fails to make any payment when due under this Note.


            Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or In any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.


            Default in Favor of Third Parties. Borrower or any Grantor 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.


            False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.


            Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


            Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this
            Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, In its sole discretion, as being an adequate reserve or bond for the
            dispute.


            Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.


            Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


            Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note Is impaired.


             


            
                

            


                                                      
                                                     


            PROMISSORY NOTE


            
                	
                             

                        	
                            Loan No: 9001

                        	
                            (Continued)

                        	
                            Page 2

                        


            


            Insecurity. Lender in good faith believes itself insecure.


            Cure Provisions. If any default, other than a default in payment Is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure
            requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


            LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount


            ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there Is a lawsuit, Including without limitation all reasonable attorneys' fees and
            legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.


            GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Utah without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Utah.


            CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of SALT LAKE County, State of Utah.


            DISHONORED ITEM FEE Borrower will pay a fee to Lender of $15.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored.


            RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This Includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff
            would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt 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 in this paragraph.


            COLLATERAL. Borrower acknowledges this Note is secured by A COMMERCIAL SECURITY AGREEMENT DATED SEPTEMBER 25, 2007.


            LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in" writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed In writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The
            following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: BEN E. PEAY, President of WASATCH FOOD SERVICES! INC.; and MEGAN OVERTON, Secretary of WASATCH FOOD SERVICES, INC. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to
            any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including dally computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of
            this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.


            ARBITRATION DISCLOSURES.


            
                	
                             

                        	
                            1.

                        	
                            ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT.

                        


            


            
                	
                             

                        	
                            2.

                        	
                            IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.

                        


            


            
                	
                             

                        	
                            3.

                        	
                            DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

                        


            


            
                	
                             

                        	
                            4.

                        	
                            ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR SEEK MODIFICATION OF ARBITRATORS' RULINGS IS VERY LIMITED.

                        


            


            
                	
                             

                        	
                            5.

                        	
                            A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS AFFILIATED WITH THE BANKING INDUSTRY.

                        


            


            
                	
                             

                        	
                            6.

                        	
                            ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST THOSE CONCERNING THE AGREEMENT.

                        


            


            
                	
                             

                        	
                            7.

                        	
                            IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION.

                        


            


            
                	
                             

                        	
                            (a)

                        	
                            Any claim or controversy ("Dispute") between or among the parties and their employees, agents, affiliates, and assigns, including, but

                        


            


            not limited to, Disputes arising out of or relating to this agreement, this arbitration provision ("arbitration clause"), or any related


            agreements or instruments relating hereto or delivered in connection herewith ("Related Agreements"), and including, but not limited to, a


            Dispute based on or arising from an alleged tort, shall at the request of any party be resolved by binding arbitration in accordance with the


            • applicable arbitration rules of the American Arbitration Association (the "Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this agreement or Related Agreements. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the
            parties.


            
                	
                             

                        	
                            (b)

                        	
                            The arbitration proceedings .shall be conducted in a city mutually agreed by the parties. Absent such an agreement, arbitration will be

                        


            


            conducted in Salt Lake City, Utah or such other place as may be determined by the Administrator. The Administrator and the arbitrators)


            shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the


            arbitrator(s)' award issued within 150 days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to


            impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the


            sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute


            regarding the terms of this agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the


            arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any


            arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a


            limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory


            counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a


            counterclaim in the arbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject


            matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any party: (1) consolidate in a single


            arbitration proceeding any other claim arising out of the same transaction involving another party to that transaction that Is bound by an


            arbitration clause with Lender, such as -borrowers, guarantors, sureties, and owners of collateral; and (2) consolidate or administer multiple


            arbitration claims or controversies as a class action in accordance with Rule 23 of the Federal Rules of Civil Procedure.


            (c) The arbitrator(s) shall be selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A


             


            
                

            


                                                      
                                                     


            PROMISSORY NOTE


            
                	
                             

                        	
                            Loan No: 9001

                        	
                            (Continued)

                        	
                            Page 3

                        


            


            single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the
            prevailing party recovery of all costs and fees (including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration, proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a receiver.


            (d) Judgement upon an arbitration award may be entered in any court having jurisdiction, subject to the following limitation: the arbitration award Is binding upon the parties only If the amount does not exceed Four Million Dollars ($4,000,000.00); If the award exceeds that limit, either party may demand the right to a court trial. Such a demand must be filed with the
            Administrator within thirty (30) days following the date of the arbitration award; if such a demand is not made with that time period, the amount of the arbitration award shall be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and costs, arbitration administration fees and costs, and arbitrators)' fees.


            (e) No provision of this arbitration clause, nor the exercise of any rights hereunder, shall limit the right of any party to: (1) judicially or non-judicially foreclose against any real or personal property collateral or other security; (2) exercise self-help remedies, including but not limited to repossession and setoff rights; or (3) obtain from a court having
            jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a receiver. Such rights can be exercised at any time, before or after initiation of an arbitration proceeding, except to the extent such action is contrary to the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration,
            and any claim or controversy related to the exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any party may initiate arbitration with the Administrator. If any party desires to arbitrate a Dispute asserted against such party in a complaint, counterclaim, cross-claim, or third-party complaint thereto, or .in an answer or other reply to any such pleading, such party must make an appropriate motion to the trial court seeking to
            compel arbitration, which motion must be filed with the court within 45 days of service of the pleading, or amendment thereto, setting forth such Dispute. If arbitration is compelled after commencement of litigation of a Dispute, the party obtaining an order compelling arbitration shall commence arbitration and pay the Administrator's filing fees and costs within 45 days of entry of such order. Failure to do so shall constitute an agreement to proceed with litigation and waiver of
            the right to arbitrate. In any arbitration commenced by a consumer regarding a consumer Dispute, Lender shall pay one half of. the Administrator's filing fee, up to $250.


            
                	
                             

                        	
                            (f)

                        	
                            Notwithstanding the applicability of any other law to this agreement, the arbitration clause, or Related Agreements between or among

                        


            


            the parties, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., shall apply to the construction and Interpretation of. this arbitration


            clause. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause


            shall remain in full force and effect


            WAIVER OF CLAIMS. BORROWER (i) REPRESENTS THAT THEY HAVE NO DEFENSES TO OR SETOFFS AGAINST ANY INDEBTEDNESS OR OTHER OBLIGATIONS OWING TO LENDER OR ITS AFFILIATES (THE "OBLIGATIONS"), NOR CLAIMS AGAINST LENDER OR ITS AFFILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, AND (II) RELEASE LENDER AND ITS AFFILIATES FROM ALL CLAIMS, CAUSES OF ACTION; AND COSTS, IN LAW OR EQUITY,
            EXISTING AS OF THE DATE OF THIS NOTE, WHICH BORROWER HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS NOTE. THE FOREGOING RELEASE DOES NOT APPLY, HOWEVER, TO CLAIMS FOR FUTURE PERFORMANCE OF EXPRESS CONTRACTUAL OBLIGATIONS THAT MATURE AFTER THE DATE HEREOF THAT ARE OWING TO BORROWER BY LENDER OR ITS AFFILIATES.


            FINANCIAL STATEMENTS. Furnish Lender with such Financial Statements and other related Information at such frequencies and In such detail as Lender may reasonably request.


            TAX RETURNS, Furnish Lender with such Tax Returns and other related information at such frequencies and in such detail as Lender may reasonably request.


            PRIOR NOTE. This is a renewal of a Promissory Note from Borrower to Lender dated September 25, 2007, as amended, in the original principal amount of $200,000.00. This Promissory Note does not discharge any amounts (e.g., deferred interest and late fees) that are payable as of the date of this Promissory Note. Any such amounts shall remain immediately payable in addition to the
            payment obligations set forth in this Promissory Note.


            SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.


            GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, 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, fall 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.


             


            
                

            


            


            Loan No: 9001


            PROMISSORY NOTE (Continued)


            Page 4


            PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


            BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER:


             


            WASATCH FOOD SERVICES, INC.


             


            BY: /s/ Ben E. Peay                                                       By:
            /s/ Megan Overton  


            BEN E. PEAY, President of WASATCH FOOD                 MEGAN OVERTON, Secretary of 


            SERVICES, INC.                                                          WASATCH FOOD SERVICES,
            INC.