SECURED PROMISSORY NOTE
                             -----------------------


$500,000                                                 Los Angeles, California
                                                                 October 9, 1998

     FOR VALUE RECEIVED,  ORGANIC FOOD PRODUCTS,  INC., a California corporation
("Borrower"),  promises  to pay to the order of FINOVA  CAPITAL  CORPORATION,  a
Delaware corporation ("FINOVA"), at its offices at 355 South Grand Avenue, Suite
2400, Los Angeles,  California 90071, or at such other place or places as FINOVA
may from time to time  designate in writing,  the  principal sum of Five Hundred
Thousand  Dollars  ($500,000),  or so  much  that is  borrowed  under  the  Loan
Agreement (as defined  herein) as the Term Loan, plus interest in the manner and
upon the terms and  conditions  set forth below.  This Secured  Promissory  Note
("Note") is made pursuant to that certain Loan and Security  Agreement,  of even
date  herewith,  between  FINOVA  and  Borrower  (the  "Loan  Agreement"),   the
provisions of which are incorporated herein by this reference. Capitalized terms
herein,  unless  otherwise  noted,  shall have the meaning set forth in the Loan
Agreement.

     1. Equipment Advances. Borrower may from time to time request advances from
FINOVA  (individually  an "Advance" and  collectively  the  "Advances")  for the
purpose of financing Borrower's acquisition of Eligible Equipment (the "Financed
Equipment")  by giving  written  notice to FINOVA in  accordance  with the terms
hereof,  which  notice shall  indicate (i) the amount of the Advance  requested,
which shall be an integral multiple of Twenty-Five  Thousand Dollars  ($25,000),
and (ii) the  Financed  Equipment  to be  acquired  with the  Advance  proceeds.
"Eligible   Equipment"   means   equipment   other  than   software,   leasehold
improvements,  fixtures,  custom use  equipment,  special  tooling and any other
equipment  FINOVA,  in its sole discretion,  deems ineligible for purposes of an
Advance. An Equipment Advance may not exceed eighty percent (80%) of the Invoice
Cost  of the  Financed  Equipment  that is to be  acquired  with  such  Advance.
"Invoice Cost" means,  with respect to an item of Equipment,  the purchase price
paid by Borrower for the Financed Equipment, but deducting therefrom the portion
of the purchase price  attributable to shipping charges,  installation costs and
sales, use and other taxes. FINOVA shall be required to make a requested Advance
only if (i) no Event of  Default  exists as of the date of the  Advance  and the
Advance would not cause an Event of Default to occur, (ii) Borrower's  Operating
Cash Flow for the  consecutive  12-month period ending as of the last day of the
month  preceding  the date of the  Advance  was at least 1.1  times  the  amount
necessary to meet Borrower's  Senior  Contractual Debt Service for such 12-month
period, and (iii) such Advance,  when aggregated with all prior Advances,  would
not  exceed  Five  Hundred   Thousand   Dollars   ($500,000).   "Operating  Cash
Flow/Actual" means, for any period, Borrower's net income or loss (excluding the
effect of any  extraordinary  gains or losses),  determined in  accordance  with
GAAP, plus or minus each of the following  items, to the extent deducted from or
added to the revenues of Borrower in the  calculation of net income or loss: (i)
depreciation;  (ii)  amortization  and other  non-cash  charges;  (iii) interest
expense  paid or accrued;  and (iv) total  federal and state  income tax expense

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determined  as the accrued  liability  of  Borrower  in respect of such  period,
regardless  of what portion of such  expense has actually  been paid by Borrower
during such period; and after deduction for each of (a) federal and state income
taxes, to the extent actually paid during such period;  (b) any non-cash income;
and  (c) all  actual  Capital  Expenditures  made  during  such  period  and not
financed.   By  making  a  request  for  an   Advance,   Borrower  is  making  a
representation  and warranty that the Financed  Equipment that is being financed
with such  Advance  will be acquired  by  Borrower  free and clear of all Liens,
except  for the Lien  created  hereunder.  Borrower  shall not have the right to
re-borrow any Advance to the extent that it has been repaid.

2. Schedule of Payments; Rate and Payment of Interest; Prepayment.
   ---------------------------------------------------------------

     2.1  Each Advance hereunder shall be payable as follows:

          a. on the first day of each  month,  commencing  with the first  month
after the date of the Advance and continuing through and including the first day
of the last  month of the  Contract  Year in which the  Advance  was  made,  all
accrued interest;

          b. on the first day of each month,  beginning  with the first month to
commence  after the last  month  described  in clause (a) of this  section,  and
continuing  through  and  including  October  1, 2001,  principal  installments,
together with accrued interest,  based on a five (5) year amortization schedule;
and

          c. A  final  installment  of all  outstanding  principal  and  accrued
interest on the third anniversary of the Closing Date.

     2.2  Prepayment  may be made  under  this  Note in  whole  but not in part,
subject to the Termination  Fee set forth in the Loan  Agreement,  provided that
such  prepayment  is preceded  by not less than sixty (60) days'  prior  written
notice to FINOVA and  accompanied by all accrued by unpaid interest and the full
amount of the applicable Termination Fee. Notwithstanding anything herein to the
contrary,  in the event is  terminated  by  Borrower,  by FINOVA or by any other
Person at any time,  then the  entire  unpaid  principal  balance  of this Note,
together with all accrued and unpaid  interest hereon and the full amount of the
applicable  Termination Fee, shall become immediately due and payable in full on
the effective date of such termination, without presentment, notice or demand of
any kind.

     2.3  Interest  shall be  computed  on the basis of a  360-day  year for the
actual  number of days  elapsed,  and  shall be at the rate of two and  one-half
(2.50) percentage points above the Prime Rate (as hereinafter defined), computed
on the basis of a 360-day  year;  provided,  however,  upon the  occurrence  and
during the  continuance  of an Event of Default,  interest  shall  accrue on the
outstanding  principal  balance  of this  Note at a default  rate (the  "Default
Rate") of four and one half (4.5)  percentage  points above the Prime Rate,  and
shall be  payable  on  demand.  "Prime  Rate"  means,  for any day,  the rate of
interest per annum (over a year of 360 days)  announced by Citibank,  N.A.  (the
"Bank"),  from time to time,  as its "base rate" (or any  successor  thereto) in
effect on such day. The Prime Rate is not necessarily the lowest rate charged by
the Bank.  As of the date of this Note,  the Prime Rate is eight and one quarter
percent (8.25%) per annum.  The applicable rate of interest  assessed  hereunder
will be increased or decreased from time to time hereafter in an amount equal to
any increase or decrease  hereafter made by the Bank in the Prime Rate. A change
in the Prime Rate shall be effective on the first day following such change.

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<PAGE>


3. Events of Defaults; Remedies.
   -----------------------------

     3.1 Upon the  occurrence  of any Event of Default,  in addition to FINOVA's
right to charge  interest on the  Obligations  at the Default  Rate:  (a) at the
option of FINOVA, the entire unpaid amount of all of the Obligations, including,
without  limitation,  the  Termination  Fee,  shall become  immediately  due and
payable without demand,  notice or legal process of any kind; (b) FINOVA may, at
its option,  without demand,  notice or legal process of any kind,  exercise any
and all rights and remedies  granted to it by the Loan Agreement or by any other
agreement  now or  hereafter  existing  between  FINOVA and  Borrower or between
FINOVA and any guarantor of part or all of Borrower's liabilities to FINOVA; and
(c)  FINOVA may at its option  exercise  from time to time any other  rights and
remedies  available to it under the Uniform  Commercial Code or other law of the
State of Arizona.

     3.2 The  remedies  of FINOVA as provided  herein and in the Loan  Agreement
shall be cumulative and concurrent, and may be pursued singularly, successively,
or together,  at the sole discretion of FINOVA. No act of omission or commission
of FINOVA,  including  specifically any failure to exercise any right, remedy or
recourse,  shall be deemed to be a waiver or release of the same, such waiver or
release to be effected  only through a written  document  executed by FINOVA and
then only to the extent  specifically  recited therein. A waiver or release with
reference to any one event shall not be construed as continuing, as a bar to, or
as a waiver or release  of, any  subsequent  right,  remedy or  recourse as to a
subsequent event.

4. General Provisions.
   -------------------

     4.1 Borrower  warrants and  represents to FINOVA that Borrower has used and
will continue to use the loans and advances  represented by this Note solely for
proper business purposes, and consistent with all applicable laws and statutes.

     4.2 This Note is secured by the Collateral described in the Loan Agreement.

     4.3 Borrower  waives  presentment,  demand and protest,  notice of protest,
notice of presentment  and all other notices and demands in connection  with the
enforcement of FINOVA's rights  hereunder,  except as specifically  provided and
called  for by this  Note,  and hereby  consents  to, and waives  notice of, the
release,  addition,  or  substitution,  with or  without  consideration,  of any
collateral  or of any person  liable for  payment of this Note.  Any  failure of
FINOVA to exercise  any right  available  hereunder  or  otherwise  shall not be
construed  as a waiver of the right to  exercise  the same or as a waiver of any
other right at any other time.

     4.4 If this Note is not paid when due or upon the occurrence of an Event of
Default,  Borrower further promises to pay all costs of collection,  foreclosure
fees, attorneys fees and expert witness fees incurred by FINOVA,  whether or not
suit is filed hereon,  and the fees,  costs and expenses as provided in the Loan
Agreement.

     4.5 The  contracted for rate of interest of the loan  contemplated  hereby,
without  limitation,  shall consist of the following:  (i) the interest rate set
forth on the Schedule,  calculated and applied to the principal  balance of this

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<PAGE>


Note in  accordance  with the  provisions of this Note:  (ii) interest  after an
Event of Default,  calculated  and applied to the amounts due under this Note in
accordance with the provisions  hereof; and (iii) all Additional Sums (as herein
defined),  if any.  Borrower  agrees to pay an effective  contracted for rate of
interest  which is the sum of the  above-referenced  elements.  All  examination
fees,  attorneys fees,  expert witness fees,  letter of credit fees,  collateral
monitoring fees, closing fees, facility fees, Termination Fees, Minimum Interest
Charges,  other charges,  goods, things in action or any other sums or things of
value paid or payable by Borrower (collectively, the "Additional Sums"), whether
pursuant to this Note, the Loan Agreement or any other  documents or instruments
in any way pertaining to this lending transaction,  or otherwise with respect to
this  lending  transaction,  that under any  applicable  law may be deemed to be
interest  with  respect  to this  lending  transaction,  for the  purpose of any
applicable  law that may limit the maximum amount of interest to be charged with
respect to this lending transaction,  shall be payable by Borrower as, and shall
be deemed to be, additional interest and for such purposes only, the agreed upon
and  "contracted  for rate of  interest" of this  lending  transaction  shall be
deemed to be increased by the rate of interest  resulting  from the inclusion of
the Additional Sums.

     4.6 It is the  intent of the  parties  to comply  with the usury law of the
State of Arizona (the "Applicable  Usury Law").  Accordingly,  it is agreed that
notwithstanding  any  provisions  to the contrary in this Note, or in any of the
documents  securing  payment hereof or otherwise  relating  hereto,  in no event
shall this Note or such  documents  require the payment or permit the collection
of interest in excess of the Maximum  Interest Rate,  then in any such event (1)
the provisions of the paragraph shall govern and control,  (2) neither  Borrower
nor any other  Person now or  hereafter  liable for the payment  hereof shall be
obligated to pay the amount of such  interest to the extent that it is in excess
of the Maximum  Interest Rate, (3) any such excess which may have been collected
shall be either  applied as a credit  against the then unpaid  principal  amount
hereof or refunded to Borrower,  at FINOVA's option,  and (4) the effective rate
of interest shall be  automatically  reduced to the Maximum Interest Rate. It is
further agreed,  without  limiting the generality of the foregoing,  that to the
extent  permitted by the Applicable  Usury Law; (x) all calculations of interest
which are made for the purpose of determining whether such rate would exceed the
Maximum  Interest Rate shall be made by  amortizing,  prorating,  allocating and
spreading  during  the  period  of the full  stated  term of the loan  evidenced
hereby,  all  interest at any time  contracted  for,  charged or  received  from
Borrower or otherwise in  connection  with such loan;  and (y) in the event that
the effective rate of interest on the loan should at any time exceed the Maximum
Interest Rate, such excess interest that would otherwise have been collected had
there  been no  ceiling  imposed  by the  Applicable  Usury Law shall be paid to
FINOVA from time to time,  if and when the  effective  interest rate on the loan
otherwise  falls below the Maximum  Interest  Rate,  until the entire  amount of
interest  which would  otherwise  have been  collected had there been no ceiling
imposed  by the  Applicable  Usury Law has been paid in full.  Borrower  further
agrees that should the Maximum  Interest Rate be increased at any time hereafter
because  of a  change  in the  Applicable  Usury  Law,  then to the  extent  not
prohibited  by the  Applicable  Usury Law,  such  increases  shall  apply to all
indebtedness  evidenced  hereby  regardless of when incurred;  but, again to the
extent not prohibited by the Applicable  Usury Law, should the maximum  Interest
Rate be  decreased  because  of a  change  in the  Applicable  Usury  Law,  such
decreases shall not apply to the  indebtedness  evidenced  hereby  regardless of
when incurred.

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<PAGE>


     4.7 FINOVA may at any time transfer this Note and FINOVA's rights in any or
all collateral  securing this Note, and FINOVA thereafter shall be relieved from
all  liability  with respect to such  collateral  arising after the date of such
transfer.

     4.8 This Note shall be binding upon Borrower and its legal representatives,
successors and assigns.  Wherever possible, each provision of this Note shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of the Note shall be  prohibited  by or invalid under such
law, such provision shall be severable, and be ineffective to the extent of such
prohibition or invalidity,  without invalidating the remaining provision of this
Note.

     THIS NOTE HAS BEEN DELIVERED FOR  ACCEPTANCE BY FINOVA IN PHOENIX,  ARIZONA
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE INTERNAL LAWS (AS
OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ARIZONA, AS THE SAME
MAY FROM TIME TO TIME BE IN EFFECT, INCLUDING,  WITHOUT LIMITATION,  THE UNIFORM
COMMERCIAL CODE AS ADOPTED IN ARIZONA.  BORROWER HEREBY (i) IRREVOCABLY  SUBMITS
TO THE  JURISDICTION  OF ANY STATE OR FEDERAL COURT LOCATED IN MARICOPA  COUNTY,
ARIZONA OVER ANY ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY MATTER  ARISING
FROM OR  RELATED  TO THIS  NOTE;  (ii)  WAIVES  PERSONAL  SERVICE OF ANY AND ALL
PROCESS UPON BORROWER,  AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS
SET FORTH  BELOW AND  SERVICE SO MADE SHALL BE DEEMED TO BE  COMPLETED  UPON THE
EARLIER  OF ACTUAL  RECEIPT  OR THREE (3) DAYS  AFTER THE SAME  SHALL  HAVE BEEN
POSTED TO BORROWER'S  ADDRESS;  (iii) IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT
BORROWER  MAY  EFFECTIVELY  DO SO, THE DEFENSE OF AN  INCONVENIENT  FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING;  (iv) AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING  SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY
OTHER  JURISDICTION  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER  PROVIDED BY
LAW; (v) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING  AGAINST  FINOVA
OR  ANY  OF  FINOVA'S  DIRECTORS,   OFFICERS,  EMPLOYEES,  AGENTS  OR  PROPERTY,
CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT OTHER
THAN ONE LOCATED IN MARICOPA COUNTY,  ARIZONA;  AND (vi) IRREVOCABLY  WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING UNDER OR IN CONNECTION  WITH THIS


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<PAGE>



NOTE.  NOTHING IN THIS PARAGRAPH  SHALL AFFECT OR IMPAIR FINOVA'S RIGHT TO SERVE
LEGAL  PROCESS IN ANY MANNER  PERMITTED  BY LAW OR  FINOVA'S  RIGHT TO BRING ANY
ACTION OR PROCEEDING  AGAINST  BORROWER OR BORROWER'S  PROPERTY IN THE COURTS OF
ANY OTHER JURISDICTION.

                                             ORGANIC FOOD PRODUCTS, INC.,
                                             a California corporation



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             Federal Taxpayer Identification
                                             No.: 94-3076294

                                             Address: 550 Monterey Avenue
                                             Morgan Hill, California  95037

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