EXHIBIT 10.69
                                                                   -------------


                         WARREN FIVE CENTS SAVINGS BANK

                                 REVOLVING NOTE




                                                        Wakefield, Massachusetts
$1,500,000.00
                                                        June 15, 2001


     FOR VALUE RECEIVED, the undersigned, which term wherever used herein shall
mean all and each of the signers of this Note, jointly and severally if more
than one, promises to pay to WARREN FIVE CENTS SAVINGS BANK, a Massachusetts
banking corporation duly organized by law and having a mailing address 10 Main
Street, Peabody, Massachusetts 01960, (hereinafter called "Bank"), or order, at
said Bank, on demand, the aggregate unpaid principal amount of all advances
hereunder outstanding from time to time, as shown on the books and records of
said Bank, which shall be presumed to be conclusive, together with interest from
the date hereof on the unpaid principal balance from time to time outstanding at
a fluctuating per annum rate equal to the Prime Rate from time to time in effect
plus one (1.00%) percent, such interest to be payable monthly in arrears,
commencing thirty (30) days from the date hereof and on the same day of each
month thereafter. The "Prime Rate" is the annual rate of interest defined in the
Loan Agreement (hereinafter defined). The applicable fluctuating rate shall
change as and when the Prime Rate changes. Interest shall be calculated on the
basis of a 360-day year for the actual number of days elapsed.

     It is a condition of this Note that the maximum aggregate amount of
advances hereunder at any one time outstanding is not to exceed the lesser of
(i) ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 ($1,500,000.00) DOLLARS, or
(ii) the Borrowing Base as defined in the Loan Agreement. In the event that
aggregate advances outstanding shall exceed such amount, the undersigned will
forthwith, without demand or notice, make payment to Bank in such amount as will
reduce the total outstanding to an amount not in excess of such maximum
aggregate amount. Amounts borrowed and repaid hereunder from time to time, may
be reborrowed in the absence of the occurrence of an Event of Default as
enumerated in the Loan Agreement or a demand for payment by the Bank.

     This Note shall evidence advances and other extensions of credit made or to
be made by the Bank to the undersigned from time to time. This Note and the
liabilities, obligations and undertakings hereunder of the undersigned and any
indorsers or guarantors hereof shall not be discharged by any payment which
reduces the unpaid principal balance of such advances and other extensions of
credit to zero if the Bank shall thereafter make further advances or other
extensions of credit to the undersigned, pursuant to requests by the undersigned
or otherwise.

     In the event that any advance or other extension of credit, or payment of
any obligation outstanding hereunder, shall be effected by telephone or other
oral advice to the Bank from the undersigned, or any person duly authorized by
the undersigned, such advice shall be confirmed in writing by the undersigned to
the Bank by delivery or mailing, postage prepaid, on the date of such telephone
or oral advice, an Authorization Request, a copy of which is annexed hereto as
<PAGE>

Exhibit "A." The undersigned agrees that the Bank its officers, employees and
agents, shall not be liable for any damage, cost or loss resulting from any
action taken, upon any telephonic or other oral advice or instructions received
or believed to have been received by the Bank from the undersigned or any person
duly authorized by the undersigned.

     At the option of the Bank, this Note shall become immediately due and
payable without notice or demand upon the occurrence at any time of any one or
more of the Events of Default defined in the Loan and Security Agreement ("Loan
Agreement") of even date by and between the undersigned and the Bank, the terms
of which are incorporated herein by reference and made an integral part hereof.

     The undersigned agrees to pay, upon the occurrence of an Event of Default,
the Bank's costs of collection including reasonable fees of attorneys.

     During any time in which there is an uncured Event of Default under the
terms and provisions hereof, or the unpaid principal and interest and other
charges due the Bank are not paid when due, or during any extension thereof,
then the default rate of interest on the unpaid principal and interest then due
shall be equal to the aggregate of the contract rate of interest in effect from
time to time plus five (5.00%) percent.

     No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
undersigned waives presentment, demand, protest and notices of every kind and
assents to any one or more extensions or postponements of the time of payment or
any other indulgences to any substitutions, exchanges or releases of collateral
if at any time there is available to the holder collateral for this Note, and to
the addition or release of any other parties or persons primarily or secondarily
liable.

     The undersigned hereby agrees to pay a late charge equal to five (5.00%)
percent of any installment not paid when due.

     All rights and obligations hereunder shall be governed by the law of the
Commonwealth of Massachusetts and this Note shall be deemed to be under seal.


Signed in the presence of:                    ANNIE'S HOMEGROWN, INC.


/s/ JAMES F. STERIO                           By /s/ PAUL B. NARDONE
---------------------------                      -------------------------------
                                                 PAUL B. NARDONE, President

                                              Address: 395 Main Street
                                                       -------------------------

                                              Wakefield, Massachusetts 01880
                                              ----------------------------------




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<PAGE>


                                   EXHIBIT "A"

                               LOAN AUTHORIZATION


                                                            --------------, ----


WARREN FIVE CENTS SAVINGS BANK
10 Main Street
Peabody, MA 01960

Ladies/Gentlemen:

       This authorizes you to transfer the sum of $_____________ to the
undersigned's checking account and charge the undersigned's Revolving Loan
account under the undersigned's $1,500,000.00 Revolving Note dated June 15,
2001.



                                                       ANNIE'S HOMEGROWN, INC.


                                                       By _____________________