Exhibit 10.9

                 SECOND PROMISSORY NOTE EXTENSION AGREEMENT AND
                    AMENDMENT TO LOAN AND SECURITY AGREEMENT

        THIS SECOND  PROMISSORY  NOTE EXTENSION  AGREEMENT AND AMENDMENT TO LOAN
AND SECURITY  AGREEMENT  (this  "Amendment")  is made  effective the 31st day of
October,  2006,  by and among  VAUGHAN  FOODS,  INC.,  an  Oklahoma  corporation
("Borrower"),  MARK E. VAUGHAN,  an  individual,  and VERNON J. BRANDT,  JR., an
individual (collectively,  the "Guarantors"), and BANK OF THE WEST, a California
banking  corporation,  successor by merger to Commercial Federal Bank, a Federal
Savings Bank (the "lender").

                              W I T N E S S E T H :

        WHEREAS,  Borrower,  Guarantors  and  Lender  entered  into a  Loan  and
Security Agreement dated June 29, 2005 (the "Loan Agreement"), pursuant to which
Borrower executed its Promissory Note (Revolving) - Adjustable  Interest Rate in
the principal amount of $4,000,000.00 (the "Note") and Guarantors executed their
Unconditional  Guaranties of Payment (the  "Guaranties"),  all of even date with
the  Loan  Agreement  (together  with  additional  loan  documents  executed  in
connection therewith, the "Original Loan Documents");

        WHEREAS, Borrower,  Guarantors and Lender entered into a Promissory Note
Extension  Agreement  dated effective as June 25, 2006 pursuant to which the Due
Date of the Note was extended from June 28, 2006 to October 31, 2006 (the "First
Amendment"); and

        WHEREAS, Borrower and Guarantors have requested that the Due Date of the
Note be  further  extended  to April 30,  2007,  and  Lender  has agreed to such
requests  upon the terms and  conditions  set  forth in this  Amendment  for the
further  amendment  of the  Original  Loan  Documents  as  amended  by the First
Amendment (as amended, the "Loan Documents").

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements set forth herein, Borrower, Guarantors and Lender agree as follows:

        1.      EXTENSION OF DUE DATE AND LOAN  TERMINATION  DATE. The Due Date,
as defined in the Note,  and the Loan  Termination  Date, as defined in the Loan
Agreement, are extended and amended to April 30, 2007.

        2.      LOAN  COMMITMENT;  TERMINATION  OF REVOLVING  FEATURE.  The Loan
Commitment,  as defined in the Loan Agreement,  is hereby reduced and amended to
$2,276,577.75. Borrower's right to borrow and re-borrow principal under the Note
as a revolving loan obligation is terminated, it being agreed that any principal
repaid  on the Note  shall  not be  available  for  readvancement  by  Lender to
Borrower.

        3.      INTEREST RATE AND PAYMENTS.  The interest rate provisions of the
Loan  Documents  are amended to provide  that the rate of interest  prior to the
occurrence  of an Event of Default under the Note shall be (i) prior to December
21, 2006, the sum of the Index plus three quarters of one percent (0.75%),

<PAGE>


and (11)  effective  December  21,  2006,  the sum of the Index plus two percent
(2%).  Interest  shall  continue  to be due and  payable on the 28th day of each
month commencing November 28, 2006.

        4.      EXTENSION FEES. In consideration of the agreements of Lender set
forth in this  Amendment,  Borrower agrees to pay to Lender a fee of one percent
(1%) of the principal amount of the amended Loan Commitment, or $27,265.77, upon
its  execution  and delivery of this  Amendment,  and an  additional  fee of two
percent (2%) of the amended Loan  Commitment,  or $54,531.54,  on the earlier to
occur  of the Due Date  under  the Note or the  date of  closing  on  Borrower's
initial public offering  described in SECTION 6.2.2 of this Amendment,  all such
extension fees being earned as of the closing on this Amendment.

        5.      BORROWING  BASE.  The "Borrowing  Base"  provisions set forth in
paragraph  5 of  Section  I of the  Loan  Agreement  and  elsewhere  in the Loan
Documents  are hereby  deleted  in their  entirety  and of no  further  force or
effect.

        6.      ADDITIONAL  AFFIRMATIVE  COVENANTS.  As  additional  affirmative
covenants  of Borrower  pursuant to Section VI of the Loan  Agreement,  Borrower
agrees to the following:

                6.1     MONTHLY  ACCOUNTS  VALUATIONS.  Borrower shall provide a
        calculation  of eighty  percent (80%) of Eligible  Accounts of Borrower,
        less  potential  offsets for  accounts to vendors  under the  Perishable
        Agricultural  Commodities Act (PACA),  as of November 30, 2006 to Lender
        together with such supporting documentation as Lender shall require (the
        "Initial Accounts  Valuation"),  all certified by an officer of Borrower
        as complete and accurate.  Borrower will continue to prepare and provide
        such certified calculations and supporting  documentation to Lender on a
        monthly basis by the tenth (10th) day of the month immediately following
        the  month  for which  such  calculations  are  provided  (the  "Monthly
        Accounts  Valuation").  Borrower agrees to maintain the Monthly Accounts
        Valuation at no less than ninety  percent (90%) of the Initial  Accounts
        Valuation.  In the event of the failure to comply with such covenant, an
        Event of  Default  shall  exist  under the Loan  Agreement  and Note and
        Borrower shall not be entitled to any  opportunity to cure such Event of
        Default.

                6.2     ADDITIONAL  REPORTS.  By not later than 5:00 p.m. Omaha,
        Nebraska time on Monday of each week,  Borrower  shall provide to Lender
        the following:

                        6.2.1   ROLLING CASH FLOW  UPDATES.  A sixteen (16) week
                rolling cash flow update for the immediately  preceding week and
                access  to  such  other  financial  information  as  Lender  may
                request, all certified by an officer of Borrower as complete and
                accurate  and  to  contain  an   explanation   of  any  material
                differences between actual results and previous projections, and
                any material changes made in new projections; and

                        6.2.2   IPO  UPDATES.   A  weekly   status  report  from
                Borrower's  investment banker or other qualified  representative
                of  Borrower  on the  progress  being  made  toward  closing  on
                Borrower's initial public offering.
<PAGE>


        Failure to timely  comply with either of the  reporting  requirement  in
        this SECTION 6.2 shall be an Event of Default  under the Loan  Agreement
        and Note.

        7.      CONDITIONS PRECEDENT.  The provision to Lender of a satisfactory
certified  calculation of the Initial Accounts Valuation pursuant to SECTION 6.1
and a  satisfactory  initial  IPO  update  pursuant  to SECTION  6.2.2  shall be
conditions precedent to the effectiveness of this Amendment.

        8.      DEFINITIONS.  Except as specifically  defined in this Amendment,
capitalized  terms used in this Amendment shall have the same meanings  ascribed
to them in the Loan Agreement prior to this Amendment.

        9.      RELEASE.  In consideration of the agreements of Lender set forth
in or contemplated by this Amendment, Borrower and Guarantors hereby release and
forever  discharge  Lender,  Lender's  agents,  servants,  employees,  officers,
attorneys,  successors and assigns  (collectively,  the "Released Parties") from
all damage, loss, claims, demands, liabilities,  obligations, actions and causes
of action  whatsoever  which Borrower and Guarantors  might now have or claim to
have against the Released Parties,  whether  presently known or unknown,  and of
every  nature and  extent  whatsoever  on  account of or in any way  concerning,
arising out of or founded on the Loan  Documents,  this  Amendment  or the Loan,
including,  without  implied  limitation,  all such  loss or  damage of any kind
heretofore  sustained  or that  might  arise as a  consequence  of the  dealings
between the parties based on a theory of "lender  liability," bad faith,  breach
of contract,  laches or estoppel,  or any theory similar to any of the foregoing
based on or resulting  from any action or inaction of Lender either  directly or
indirectly,  actively  or  passively,  in  connection  with  the  Loans or other
dealings  among the parties.  This release will not extend to any claim  arising
after the date of this  Amendment  to the extent  such claim is based on acts or
omissions of Lender  occurring after the date of this Amendment except that such
release is  specifically  intended by the  parties to include  the  transactions
contemplated by this Amendment.

        10.     REAFFIRMATION OF OBLIGATIONS AND LIENS.  Borrower and Guarantors
reaffirm their  obligations  under the Loan Documents,  agree that the principal
amount  outstanding under the Note is $2,276,577.75,  agree to waive any and all
defenses  and  setoff  against  Lender  in  respect  to  the  collection  of the
obligations  evidenced by the Loan Documents and this Amendment,  and agree that
any security interest, mortgage,  assignment,  pledge, lien or other encumbrance
given to secure such obligations shall continue uninterrupted and remain in full
force and effect.

        11.     EFFECT OF AMENDMENT.  To the extent that terms of this Amendment
are  inconsistent  with the terms of the Loan  Documents,  this Amendment  shall
control and the Loan Documents shall be amended,  modified or supplemented so as
to give full effect to the transaction contemplated by this Amendment.

        12.     COUNTERPARTS;   FACSIMILE  SIGNATURES.  This  Amendment  may  be
executed in one or more  counterparts,  each of which shall, for all purposes of
this Amendment, be deemed an original, but all of which shall constitute one and
the  same  agreement.  A  signature  of  any  party  to  this  Amendment  may be
transmitted by facsimile and such  signature  shall be deemed to be, and to have
the legal effect of, an original signature.
<PAGE>


        IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be
duly executed and accepted the day and year first above written.

        "BORROWER":                    VAUGHAN FOODS, INC., an Oklahoma
                                       corporation


                                       By:
                                          --------------------------------------
                                           Mark E. Vaughan, President

        "GUARANTORS":


                                          --------------------------------------
                                           Mark E. Vaughan, an individual




                                          --------------------------------------
                                          Vernon J. Brandt, Jr., an individual

        "LENDER":                      BANK OF THE WEST, a California banking
                                       corporation


                                       By:
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                                       Name:
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                                       Title:
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