EXHIBIT 10.15

                RESTATED AND AMENDED ADDENDUM TO PROMISSORY NOTE

       THIS RESTATED AND AMENDED ADDENDUM is entered into as of August 15, 2001
by SonomaWest Holdings, Inc., ("Borrower") and payable to WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank") and is added to and made part or the Note, as
defined below.

       WHEREAS, Borrower executed that certain promissory note and Addendum to
and Modification of Promissory Note (the "Original Addendum") dated November 17,
1988, payable to the order of Bank in the principal amount of Two Million One
Hundred Thousand Dollars ($2,100,000.00) (the "Vote"); and

       WHEREAS, Borrower and Bank have agreed to certain changes in the terms of
the Original Addendum and accordingly wish to amend and restate the Original
Addendum pursuant to the terms of this Amended and Restated Addendum;

       Therefore, the Original Addendum is hereby amended and restated to read
as follows:

       1.     The Credit Agreement dated as of April 20, 1999 executed in
connection with the Note and other credit accommodations are hereby cancelled
and terminated.

       2.     Since the execution of the Note, Borrower has changed its name to
"SonomaWest Holdings, Inc." All references in the Note and other Loan Documents
to Vacu-Dry Company are hereby deemed references to SonomaWest Holdings, Inc.

       3.     The Note is hereby modified by deleting the paragraph under the
heading "EVENTS OF DEFAULT" and replacing it with the following:

       "The occurrence of any of the following shall constitute an "Event of
Default" under this Note:

                     (a)    The failure to pay any principal, interest, fees or
              other charges when due hereunder or under any contract, instrument
              or document executed in connection with this Note.

                     (b)    The filing of a petition by or against any Borrower,
              any guarantor of this Note or any general partner or joint
              venturer in any Borrower which is a partnership or a joint venture
              (with each such guarantor, general partner and/or joint venturer
              referred to herein as a "Third Party Obligor") under any
              provisions of the Bankruptcy Reform Act, Title 11 of the United
              States Code, as amended or recodified from time to time, or under
              any similar or other law relating to bankruptcy, insolvency,
              reorganization or other relief for debtors; the appointment of a
              receiver, trustee, custodian or liquidator of or for any part of
              the assets or property

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              of any Borrower or Third Party Obligor; any Borrower or Third
              Party Obligor becomes insolvent, makes a general assignment for
              the benefit of creditors or is generally not paying its debts as
              they become due; or any attachment or like levy on any property of
              any Borrower or Third Party Obligor.

                     (c)    The death or incapacity of any individual Borrower
              or Third Party Obligor, or the dissolution or liquidation of any
              Borrower or Third Party Obligor which is a corporation,
              partnership, joint venture or other type of entity.

                     (d)    Any default in the payment or performance of any
              obligation, or any dined event of default under any provisions of
              any contract, instrument or document pursuant to which any
              Borrower or Third Party Obligor has incurred any obligation for
              borrowed money, any purchase obligation, or any other liability of
              any kind to any person or entity, including the holder,

                     (e)    Any financial Statement provided by any Borrower or
              Third Party Obligor to Bank proves to be incorrect, false or
              misleading in any material respect.

                     (f)    My sale or transfer of all or a substantial or
              material part of the assets of any Borrower or Third Party Obligor
              other than in the ordinary course of its business.

                     (g)    Any violation or breach of any provision of, or any
              defined event of default under, any addendum to this Note or any
              loan agreement, guaranty, security agreement, deed of trust
              mortgage or other document executed in connection with or securing
              this Note."

       4.     The following provisions are hereby deemed incorporated into the
Note:

                     "(a)   So long as Bank remains committed to extend credit
              to Borrower under this Note and until payment in full of all
              obligations of Borrower hereunder, Borrower shall:

                     (i)    provide to Bank all of the following, in form and
              detail satisfactory to Bank:

                            (x)    not later than 120 days after and as of the
                     end of each fiscal year, an audited financial statement of
                     Borrower, prepared by a certified public accountant
                     acceptable to Bank, to include balance sheet and income
                     statement;

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                            (y)    not later than 45 days after and as of each
                     June 30th and December 31st, an operating statement and
                     rent roll covering property located at 1365 Gravenstein
                     Highway South, Sebastopol, CA 95472("Real Property");

                            (z)    from time to time such other information as
                     Bank may reasonably request.

                     (ii)   maintain Borrower's financial condition as follows
              using generally accepted accounting principles consistently
              applied and used consistently with prior practices (except to the
              extent modified by the definitions herein):

                            (y)    Debt Service Coverage Ratio not less than
                     1.05 to 1.00 (or, subject to the terms of the next
                     paragraph, 1.25 to 1.00), determined as of each fiscal year
                     end, with "Debt Service Coverage Ratio" calculated with
                     respect to the real property which secures the "Note" (the
                     "Real Property") and defined as (A) actual rents received
                     on the Real Property less the operating expenses directly
                     chargeable to the Real Property, not including
                     depreciation, and the proportionate share of joint
                     operating expenses not chargeable to a specific property
                     but chargeable to the rental operations generally, divided
                     by (B) scheduled debt service on the Note during the
                     applicable period;

                            (z)    Liquid assets (defined as the aggregate of
                     unrestricted and unencumbered cash and readily marketable
                     securities acceptable to Bank) with an aggregate fair
                     market value not at any time less than Six Hundred Thousand
                     Dollars $600,000.00, provided however, that this covenant
                     shall become inoperative and Bank shall release the cash
                     collateral obtained under Section 5 of this Addendum if and
                     when the Debt Service Coverage Ratio described in the
                     preceding paragraph is first equal to or greater than 1.25
                     to 1.00, following which time the Debt Service Coverage
                     Ratio shall at all times be equal to or greater than 1.25
                     to 1.00.

                     (iii)  not create, incur, assume or permit to exist any
              indebtedness or liabilities resulting from borrowings, loans or
              advances, whether secured or unsecured, matured or unmatured,
              liquidated or unliquidated, joint or several, except (a) the
              liabilities of Borrower to Bank, and (b) any other liabilities of
              Borrower existing as of, and disclosed to Bank prior to, the date
              hereof;

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                     (iv)   not merge into or consolidate with any other entity;
              make any substantial change in the nature of Borrowers business as
              conducted as of the date hereof; acquire all or substantially all
              of the assets of any other entity; nor sell, lease, transfer or
              otherwise dispose of all or a substantial or material portion of
              Borrower's assets except in the ordinary course of its business;

                     (v)    not mortgage, pledge, grant or permit to exist a
              security interest in, or lien upon, all or any portion of
              Borrower's assets now owned or hereafter acquired, except any of
              the foregoing in favor of Bank or which is existing as of, and
              disclosed to Bank in writing prior to, the date hereof.

                     (b)    ARBITRATION:

                     (i)    ARBITRATION. Upon the demand of any party, any
              Dispute shall be resolved by binding arbitration in accordance
              with the terms of this Note. A "Dispute" shall mean any action,
              dispute, claim or controversy of any kind, whether in contract or
              ton, statutory or common law, legal or equitable, now existing or
              hereafter arising under or in connection with, or in any way
              pertaining to, this Note and each other document, contract and
              instrument required hereby or now or hereafter delivered to Bank
              in connection herewith (collectively, the "Documents"), or any
              past, present or future extensions of credit and other activities,
              transactions or obligations of any kind related directly or
              indirectly to any of the Documents, including without limitation,
              any of the foregoing arising in connection with the exercise of
              any self-help, ancillary or other remedies pursuant to any of the
              Documents. Any party may by summary proceedings bring an action in
              court to compel arbitration of a Dispute. Any part who fails or
              refuses to submit to arbitration following a lawful demand by any
              other party shall bear all costs and expenses incurred by such
              other party in compelling arbitration of any Dispute.

                     (ii)   GOVERNING RULES. Arbitration proceedings shall be
              administered by the American Arbitration Association ("AAA") or
              such otter administrator as the parties shall mutually agree upon
              in accordance with the AAA Commercial Arbitration Rules. All
              Disputes submitted to arbitration shall be resolved in accordance
              with the Federal Arbitration Act (Title 9 of the United States
              Code), notwithstanding any conflicting choice of law provision in
              any of the Documents. The arbitration shall be conducted at a
              location in California selected by the AAA or other administrator.
              If there is any inconsistency between the terms hereof and any
              such rules, the terms and procedures set forth herein shall
              control. All statutes of limitation applicable to any Dispute
              shall apply to

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              any arbitration proceeding. All discovery activities shall be
              expressly limited to matters directly relevant to the Dispute
              being arbitrated. Judgment upon any award rendered in an
              arbitration may be entered in any court having jurisdiction;
              provided however, that nothing contained herein shall be deemed to
              be a waiver by any party that is a bank of the protections
              afforded to it under 12 U.S.C. SS. 91 or any similar applicable
              state law.

                     (iii)  NO WAIVER; PROVISIONAL REMEDIES; SELF-HELP AND
              FORECLOSURE. No provision hereof shall limit the right of any
              party to exercise self-help remedies such as setoff, foreclosure
              against or sale of any real or personal property collateral or
              security, or to obtain provisional or ancillary remedies,
              including without limitation injunctive relief, sequestration,
              attachment, garnishment or the appointment of a receiver, from a
              court of competent jurisdiction before, after or during the
              pendency of any arbitration or other proceeding. The exercise of
              any such remedy shall not waive the right of any party to compel
              arbitration or reference hereunder.

                     (iv)   ARBITRATOR QUALIFICATIONS AND POWERS; AWARDS.
              Arbitrators must be active members of the California State Bar or
              retired judges of the state or federal judiciary of California,
              with expertise in the substantive law applicable to the subject
              matter of the Dispute. Arbitrators are empowered to resolve
              Disputes by summary rulings in response to motions filed prior to
              the final arbitration hearing. Arbitrators (i) shall resolve all
              Disputes in accordance with Me substantive law of the State of
              California, (ii) may grant any remedy or relief that a court of
              the State of California could order or grant within the scope
              hereof and such ancillary relief as is necessary to make effective
              any award, and (iii) shall have the power to award recovery of all
              costs and fees, to impose sanctions and to take such other actions
              as they deem necessary to the same extent a judge could pursuant
              to the Federal Rules of Civil Procedure, the California Rules of
              Civil Procedure or other applicable law. Any Dispute in which the
              amount in controversy is $5,000,000 or less shall be decided by a
              single arbitrator who shall not render an award of greater than
              $5,000,000 (including damages, costs, fees and expenses). By
              submission to a single arbitrator, each party expressly waives any
              right or claim to recover more than $8,000.000. Any Dispute in
              which the amount in controversy exceeds $5,000,000 shall be
              decided by majority vote of a panel of three arbitrators; provided
              however, that all three arbitrators must actively participate in
              all hearings and deliberations.

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                     (v)    REAL PROPERTY COLLATERAL; JUDICIAL REFERENCE.
              Notwithstanding anything herein to the contrary, no Dispute shall
              be submitted to arbitration if the Dispute concerns indebtedness
              secured directly or indirectly, in whole or in part, by any real
              property unless (i) the holder of the mortgage, lion or security
              interest specifically elects in writing to proceed with the
              arbitration, or (ii) all parties to the arbitration waive any
              rights or benefits that might accrue to them by virtue of the
              single action rule statute of California, thereby agreeing that
              all indebtedness and obligations of the parties, and all
              mortgages, liens and security interests securing such indebtedness
              and obligations, shall remain fully valid and enforceable. If any
              such Dispute is not submitted to arbitration, the Dispute shall be
              referred to a referee in accordance with California Code of Civil
              Procedure Section 638 ET SEQ., and this general reference
              agreement is intended to be specifically enforceable in accordance
              with said Section 63a. A referee with the qualifications required
              herein for arbitrators shall be selected pursuant to the AAA's
              selection procedures. Judgment upon the decision rendered by a
              referee shall be entered in the court in which such proceeding was
              commenced in accordance with California Code of Civil Procedure
              Sections 644 and 645.

                     (vi)   MISCELLANEOUS. To the maximum extent practicable,
              the AAA, the arbitrators and the parties shall take all action
              required to conclude any arbitration proceeding within 180 days of
              the firing of the Dispute with the AAA. No arbitrator or other
              party to an arbitration proceeding may disclose the existence,
              content or results thereof, except for disclosures of information
              by a party required in the ordinary course of its business, by
              applicable law or regulation, or to the extent necessary to
              exercise any judicial review rights set forth herein. If more than
              one agreement for arbitration by or between the parties
              potentially applies to a Dispute, the arbitration provision most
              directly related to the Documents or the subject matter of the
              Dispute shall control. This Note may be amended or modified only
              in writing signed by Bank and Borrower. If any provision of this
              Note shall be held to be prohibited by or invalid under applicable
              law, such provision shall be ineffective only to the extent of
              such prohibition or invalidity, without invalidating the remainder
              of such provision or any remaining provisions of this Note. This
              arbitration provision shall survive termination, amendment or
              expiration of any of the Documents or any relationship between the
              parties.

       5.     In addition to the Real Property (in which Bank has been granted a
lien of first priority), as security for all indebtedness of Borrower to Bank
under this Note, Borrower hereby grants to Bank security interest of first
priority in Borrower's Well's Fargo Bank Business Premium Market rate Account #
1596905800 in the amount of $90,000.00.

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All of the foregoing shall be evidenced by and subject to the terms of such
security agreements, financing statements, deeds of trust and other documents as
Bank shall reasonably require, all in form and substance satisfactory to Bank.
Borrower shall reimburse Bank immediately upon demand for all costs and expenses
incurred by Bank in connection with any of the foregoing security, including
without limitation, filing and recording fees and costs of appraisals, audits
and title insurance.

       THIS ADDENDUM shall cancel and supersede that certain Addendum dated
November 17, 1998.

       IN WITNESS WHEREOF, the parties thereto have executed this Addendum as of
the day and year first written above.

SONOMAWEST HOLDINGS, INC.


By: /s/ GARY L. HESS
        ------------
    Gary L. Hess
    President

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