Exhibit 10.46

                         VARIABLE RATE-INSTALLMENT NOTE

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AMOUNT                NOTE DATE          MATURITY DATE      TAX IDENTIFICATION #
$1,250,000.00         June 12, 2003      June 30, 2008      94-3076294
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For Value Received, the undersigned promise(s) to pay to the order of Comerica
Bank-California ("Bank"), at any office of the Bank in the State of California
One Million Two Hundred Fifty Thousand and no/100 Dollars (U.S.) in installments
of $ 20,833.33 each Plus interest on the unpaid balance from the date of this
Note at a per annum rate equal to the Bank's base rate from time to time in
effect plus 0.250% per annum until maturity, whether by acceleration or
otherwise, or until Default, as later defined, and after that at a default rate
equal to the rate of interest otherwise prevailing under this Note plus 3% per
annum (but in no event in excess of the maximum rate permitted by law). Interest
shall be calculated for the actual number of days the principal is outstanding
on the basis of a 360 day year if this Note evidences a business or commercial
loan or a 365 day year if a consumer loan. The Bank's "base rate" is that annual
rate of interest so designated by the Bank and which is changed by the Bank from
time to time. Interest rate changes will be effective for interest computation
purposes as and when the Bank's base rate changes. Installments of principal and
accrued interest due under this Note shall be payable on the 31st day of each
MONTH, commencing July 31, 2003, and the entire remaining unpaid balance of
principal and accrued interest shall be payable on the Maturity Date set forth
above. If the frequency of principal and interest installments is not otherwise
specified, installments of principal and interest due under this Note shall be
payable monthly on the first day of each month.

In the event the periodic installments set forth above are Inclusive of
interest, these installments are calculated at an assumed fixed interest rate
and an assumed amortization term. The amortization term ends on June 30, 2008.
In the event this Note evidences a business or commercial loan and the Bank's
base rate changes, the Bank, at its sole option, may from time to time
recalculate the periodic installment amount so that the remaining periodic
installments will fully amortize the remaining loan balance within the remaining
amortization term in equal installments at the interest rate then being charged
under this Note. THE UNDERSIGNED AGREE(S) TO PAY THE PERIODIC INSTALLMENTS AS
THEY MAY BE RECALCULATED BY THE BANK, AT THE BANK'S SOLE OPTION, FROM TIME TO
TIME AND ACKNOWLEDGE(S) THAT A RECALCULATION SHALL NOT AFFECT THE MATURITY DATE
OR THE OTHER TERMS AND PROVISIONS OF THIS NOTE. If this Note or any installment
under this Note shall become payable on a day other than a day on which the Bank
is open for business, this payment may be extended to the next succeeding
business day and interest shall be payable at the rate specified in this Note
during this extension. Any payments of principal in excess of the installment
payments required under this Note need not be accepted by the Rank (except an
required under applicable law), but if accepted shall apply to the installments
last falling due. A late installment charge, equal to 5% of each late
installment may be charged on any installment payment not received by the Bank
within 10 calendar days after the installment due date, but acceptance of
payment of this charge shall not waive any default under this Note.

This Note and any other indebtedness and liabilities of any kind of the
undersigned (or any of them) to the Bank, and any and all modifications,
renewals or extensions of it, whether joint or several, contingent or absolute,
now existing or later arising, and however evidenced (collectively
"Indebtedness") are secured by and the Bank is granted a security interest in
all items deposited in any account of any of the undersigned with the Bank and
by all proceeds of these items (cash or otherwise), all account balances of any
of the undersigned from time to time with the Bank, by all property of any of
the undersigned from time to time in the possession of the Bank and by any other
collateral, rights and properties described in each and every deed of trust,
mortgage, security agreement, pledge, assignment and other agreement which has
been, or will at any time(s) later be, executed by any (or all) of the
undersigned to or for the benefit of the Bank (collectively "Collateral).
Notwithstanding the above, (i) to the extent that any portion of the
Indebtedness is a consumer loan, that portion shall not be secured by any deed
of trust or mortgage on or other security interest In any of the undersigned's
principal dwelling or in any of the undersigned's real property which is not a
purchase money security Interest as to that portion, unless expressly provided
to the contrary in another place, or (ii) If the undersigned (or any of them)
has (have) given or give(s) Bank a deed of trust or mortgage covering real
property, that deed of trust or mortgage shall not secure this Note or any other
indebtedness of the undersigned (or any of them), unless expressly provided to
the contrary in another place.

<PAGE>


If the undersigned (or any of them) or any guarantor under a guaranty of all or
part of the Indebtedness ("guarantor") (a) fail(s) to pay this Note or any of
the Indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to
pay any indebtedness owing on a demand basis upon demand; or (b) fail(s) to
comply with any of the terms or provisions of any agreement between the
undersigned (or any of them) or any guarantor and the Bank; or (c) become(s)
insolvent or the subject of a voluntary or involuntary proceeding in bankruptcy,
or a reorganization, arrangement or creditor composition proceeding, (if a
business entity) cease(s) doing business as a going concern, (if a natural
person) die(s) or become(s) incompetent, (if a partnership) dissolve(s) or
any general partner of it dies, becomes incompetent or becomes the subject of a
bankruptcy proceeding or (if a corporation or a limited liability company) is
the subject of a dissolution, merger or consolidation: or (d) if any warranty or
representation made by any of the undersigned or any guarantor in connection
with this Note or any of the indebtedness shall be discovered to be untrue or
incomplete; or (e) if there is any termination, notice of termination, or breach
of any guaranty, pledge, collateral assignment or subordination agreement
relating to all or any part of the indebtedness; or (0 if there is any failure
by any of the undersigned or any guarantor to pay when due any of its
indebtedness (other than to the Bank) or in the observance or performance of any
term, covenant or condition in any document evidencing, securing or relating to
such Indebtedness; or (g) if the Bank deems itself insecure, believing that the
prospect of payment of this Note or any of the Indebtedness is impaired or shall
fear deterioration, removal or waste of any of the Collateral; or (h) if there
is filed or issued a levy or writ of attachment or garnishment or other like
judicial process upon the undersigned (or any of them) or any guarantor or any
of the Collateral, including without limit, any accounts of the undersigned (or
any of them) or any guarantor with the Bank, then the Bank, upon the occurrence
of any of these events (each a "Default"), may at its option and without prior
notice to the undersigned (or any of them), declare any or all of the
Indebtedness to be immediately due and payable (notwithstanding any provisions
contained in the evidence thereof to the contrary), sell or liquidate all or
any portion of the Collateral, set off against the Indebtedness any amounts
owing by the Bank to the undersigned (or any of them), charge interest at the
default rate provided in the document evidencing the relevant indebtedness and
exercise any one or more of the rights and remedies granted to the Bank by any
agreement with the undersigned (or any of them) or given to it under applicable
law. In addition, if this Note is secured by a deed of trust or mortgage
covering real property, then the trustor or mortgagor shall not mortgage or
pledge the mortgaged premises as security for any other indebtedness or
obligations. This Note, together with all other indebtedness secured by said
deed of trust or mortgage, shall become due and payable immediately, without
notice, at the option of the Bank, (a) if said trustor or mortgagor shall
mortgage or pledge the mortgaged premises for any other indebtedness or
obligations or shall convey, assign or transfer the mortgaged premises by deed,
installment sale contact or other instrument, or (b) if the title to the
mortgaged premises shall become vested in any other person or party in any
manner whatsoever, or (c) if there is any disposition (through one or more
transactions) of legal or beneficial title to a controlling interest of said
trustor or mortgagor. All payments under this Note shall be in immediately
available United States funds, without setoff or counterclaim.

If this Note is signed by two or more parties (whether by all as makers or by
one or more as an accommodation party or otherwise), the obligations and
undertakings under this Note shall be that of all and any two or more jointly
and also of each severally. This Note shall bind the undersigned, and the
undersigned's respective heirs, personal representatives, successors and
assigns.

The undersigned waive(s) presentment, demand, protest, notice of dishonor,
notice of demand or intent to demand, notice of acceleration or intent to
accelerate, and all other notices and agree(s) that no extension or indulgence
to the undersigned (or any of them) or release, or substitution or
nonenforcement of any security, or release or substitution of any of the
undersigned, any guarantor or any other party, whether with or without notice,
shall affect the obligations of any of the undersigned. The undersigned waive(s)
all defenses or right to discharge available under Section 3-605 of the
California Uniform Commercial Code and waive(s) all other suretyship defenses or
right to discharge. The undersigned agree(s) that the Bank has the right to
sell, assign, or grant participations, or any interest, in any or all of the
indebtedness, and that, in connection with this right, but without limiting its
ability to make other disclosures to the full extent allowable, the Bank may
disclose all documents and information which the Bank now or later has relating
to the undersigned or the indebtedness. The undersigned agree(s) that the Bank
may provide information relating to this Note or to the undersigned to the
Bank's parent, affiliates, subsidiaries and service providers.

<PAGE>


The undersigned agree(s) to reimburse the holder or owner, of this Note for any
and all costs and expenses (including without limit, court costs, legal expenses
and reasonable attorney fees, whether inside or outside counsel is used, whether
or not suit is instituted and, if suit is instituted, whether at the trial court
level, appellate level, in a bankruptcy, probate or administrative proceeding or
otherwise) incurred in collecting or attempting to collect this Note or incurred
in any other matter or proceeding relating to this Note.


The undersigned acknowledge(s) and agree(s) that there are no contrary
agreements, oral or written, establishing a term of this Note and agree(s) that
the terms and conditions of this Note may not be amended, waived or modified
except in a writing signed by an officer of the Bank expressly stating that the
writing constitutes an amendment, waiver or modification of the terms of this
Note. As used in this Note, the word "undersigned" means, individually and
collectively, each maker, accommodation party, endorser and other party signing
this Note in a similar capacity. If any provision of this Note is unenforceable
in whole or part for any reason, the remaining provisions shall continue to be
effective. THIS NOTE IS MADE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


The maximum interest rate shall not exceed the highest applicable usury ceiling.


THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS.




Spectrum Organic Products, Inc.



By:  /s/  Robert B. Fowles                  Its:    CFO
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          Robert B. Fowles


By:  /s/                                    Its:
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By:  /s/                                    Its:
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By:  /s/                                    Its:
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5341 Old Redwood Highway         Petaluma        CA       USA         94954
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STREET ADDRESS                   CITY            STATE    COUNTRY     ZIP CODE


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               For Bank Use Only                             CCAR#
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Loan Officer Initials   Loan Group Name        Obligor(s) Name
                        San Francisco Middle   Spectrum Organic Products, Inc.
MN                      Market
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Loan Officer ID. No.    Loan Group No.         Obligor #  Note #4      Amount
49571                   95742                                     $1,25O,000.00
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<PAGE>


                            Borrower's Authorization
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To:      Comerica Bank-California ("Bank")

Re:      Loan from the Bank evidenced by a note/agreement dated as of June 12
         2003 in the current amount of One Million Two Hundred Fifty Thousand
         and no/1OO Dollars ($1,250,000.00) ("Loan") executed by Spectrum
         Organic Products, Inc. ("Borrower")

Borrower hereby authorizes, and directs Bank to:

1.       Disburse the proceeds of the Loan as follows:

     a.  Wire Transfer to ___________________________the sum of $______________.

     b.  Deposit to Account No.______________________in the name of____________
         ______________________________________________________________________
         at Bank the sum of $___________________________.

     c.  Credit to Loan No.___________________at Bank the sum of $_____________
         effective as of________________________________.

     d.  Pay to Bank the sum of $________________for payment of the Loan Fee.

     e.  Pay to Bank the sum of $__________________________________________ for
         reimbursement of its costs and expenses for legal fees, appraisal fees,
         title fees, flood certification, tax service contract, etc.
         (Not Applicable for CALREAL product)

     f.  Other_________________________________________________________________
         ______________________________________________________________________
         ______________________________________________________________________
         ______________________________________________________________________





Spectrum Organic Products, Inc.



By:  /s/  Robert B. Fowles                  Its:     CFO
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By:  /s/                                    Its:
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By:  /s/                                    Its:
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By:  /s/                                    Its:
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