Filing
      Ref. :  Windfall Investors, LLC, a California Limited Liability Company

              	
                Loan
      / Supplement

              	
                8309256/101

              
	
                 

              	
                Number:

                Customer
      Number:

              	
                 

                1700212664

              


      

    

     

    PROMISSORY
NOTE AND SUPPLEMENT

    TO
MASTER LOAN AGREEMENT

    


    This
Non-revolving Credit Facility Supplement (alternately, “Note” or “Supplement”) to a Master Loan Agreement dated
May 07, 2010 (“MLA”) is established as of May 07, 2010 between the undersigned Borrower
and Lender identified herein.

    


    1. PROMISE TO PAY. For value received, the
undersigned (collectively, “Borrower”) as
principals jointly and severally promise to pay to the order of Farm Credit West, PCA (“Lender”), a corporation organized and existing
under the laws of the United States of America, with its office at 2031 Knoll Drive, Ventura, CA 93003­-7301
or at such other place as may be designated in writing by Lender, the principal
sum of $13,000,000.00 (Thirteen Million
Dollars and Zero Cents) (“Commitment”),
or so much of that sum as may be advanced by Lender from time to time, together
with interest on the unpaid principal balance as specified in Section 3 below.
All defined terms used in this Supplement shall have the same meaning as set
forth in the MLA. All Indebtedness owed hereunder shall be payable only in
lawful money of the United States of America.

    


    
      
        	
                1.1

              	
                NON-REVOLVING CREDIT FACILITY. On the
      terms and conditions in the MLA and this Supplement, Lender agrees to make
      Loan advances to Borrower during the period set forth below in the
      aggregate principal amount not to exceed at any one time outstanding the
      Commitment or the borrowing base or other guidelines where applicable,
      whichever is less. Amounts borrowed and later repaid may not be
      reborrowed.

              


      

    

    


    
      
        	
                1.2

              	
                TERM. The term of the Commitment shall be
      from the date of this Supplement up to but not including the Maturity
      Date, or such later date as Lender may in its sole discretion authorize in
      writing. Borrower may draw funds only during the term of the
      Commitment.

              


      

    

    


    
      
        	
                1.3

              	
                ONGOING REQUIREMENTS AND REPRESENTATIONS.
      At the time of any draw request or draw by Borrower or advance of Loan
      funds by Lender, Borrower shall not be in default. Any request for or
      acceptance of a draw by Borrower constitutes an ongoing representation and
      warranty by Borrower that Borrower continues to comply with the conditions
      and requirements set forth in this Agreement, the Security Instruments or
      any Loan Document in connection herewith, and that title to the Property
      defined in the Security Instruments has not been transferred without
      Lender’s written consent. If a default occurs, one of Lender’s remedies
      includes Lender’s right to immediately terminate Borrower’s right to make
      draws hereunder, with or without notice to
  Borrower.

              


      

    

    


    
      
        	
                1.4

              	
                PROCEDURE FOR DRAWING FUNDS. All draws
      requested hereunder shall comply with applicable procedures established by
      Lender from time to time. Lender’s records shall be conclusive evidence of
      draw requests. Each advance of Loan funds hereunder may be made upon a
      verbal, written, or telecopied request from Borrower to Lender. Lender may
      rely on any verbal request for a draw as fully as if such request were in
      writing. Upon fulfillment of the applicable conditions for making a draw,
      Lender shall disburse the amount of the requested draw to Borrower in such
      manner as Lender and Borrower may from time to time
  agree.

              


      

    

    


     

    2.
PAYMENTS.

    
      Thirty-Five (35) Monthly interest only payments
in the amount billed, beginning on June 01,
2010. One (1) installment of
interest in the amount billed and principal, to be made on May 01, 2013.

    

     

    Payments,
other than those required as specified in this Section or elsewhere herein, may
be made at any time and in any amount during the term of this Note, unless
limited or prohibited herein or unless otherwise required by Lender in writing.
This Loan is due and payable in full on May 01, 2013 (“Maturity Date”), at which time Borrower shall
pay the unpaid principal balance and all accrued interest in full.

     

     

    
      
        
        

      

      
        Page 1 of
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                Filing
      Ref. :  Windfall Investors, LLC, a California Limited Liability Company

              	
                Loan
      / Supplement

              	
                8309256/101

              
	
                 

              	
                Number:

                Customer
      Number:

              	
                 

                1700212664

              


      

    

     

     

    At
Lender’s option, a change in the interest rate or an advance may either increase
or decrease one or more of the following: the amount of each installment due,
the amount of the final installment (resulting in a final installment due at the
Maturity Date which may be greater than any previous installments) or the total
number of installments due.

    
      


      3.
INTEREST.

      
        
          	
                  3.1

                	
                  INITIAL INTEREST RATE. The interest rate
      applicable to the Note is a Variable Interest Rate (“Variable Interest Rate”) and shall change
      in accordance with Sections 3.2 through 3.3 below. Interest shall accrue
      at the variable interest rate as established by Lender for the interest
      rate group to which this Note is
assigned.

                


        

      

      


      Interest
will be charged on the entire unpaid principal balance of this Note, including
payments not made when due and any other sums owing hereunder. Interest charged
hereunder, including any acceleration interest rate, all late charges, default
interest and other charges, and all other amounts charged hereunder, shall not
be limited by the laws of any state, including any state laws relating to a
legal rate or other interest rate, but shall be governed solely by applicable
federal laws.

      


      Interest
will be calculated on the basis of a 365-day year and the actual number of days
in each month. Interest charges will begin on the date Lender disburses
principal and continue until the Indebtedness is paid in full with interest. The
initial interest rate in effect on this date is 3.50 % per annum (“Initial Interest Rate”).

      


      
        
          	
                  3.2

                	
                  CHANGE IN INTEREST RATE AND INTEREST RATE
      GROUP. The Variable Interest Rate applicable to this Note may be
      adjusted automatically as of the first day of any month to the rate then
      made applicable to the Note’s assigned interest rate group under the
      provisions of Lender's Variable Interest Rate Plan in effect at that
      time.

                


        

      

      


      In
adjusting the rate, Lender considers certain standard factors set forth in the
plan, including but not limited to, changes in its costs of funds, operating
expenses, earnings requirements to meet certain capital objectives, credit risk
factors, and the competitive environment, which factors may change during the
term of the Loan.

      


      Borrower
understands and agrees that (a) the interest rate group to which this Note is
assigned may be changed at any time to any other interest rate group based on
Lender's evaluation of the change in Borrower's credit quality, quality of
collateral, costs of servicing the loan, and other factors which are set forth
in Lender's interest rate plan in effect at that time; and (b) the interest rate
group may be automatically adjusted to the highest interest rate group if a
default shall occur under this Note or under any other note or agreement between
Borrower and Lender.

      


      
        
          	
                  3.3

                	
                  NOTICE. If Lender changes Borrower's
      Variable Interest Rate, Lender will give Borrower notice of such rate
      change to the extent required by and in accordance with the then
      applicable law.

                


        

      

      


      4. INTEREST FOR OVERDUE PAYMENTS. Any interest
or other sum owed hereunder which is not paid when due shall be added to the
outstanding principal balance of the Loan and such combined amount shall
thereafter bear interest at the same rate as the principal portion of the
Loan.

      


      5. DEFAULT AND REMEDIES. Borrower is in default
on this Supplement under the circumstances described in the MLA governing this
Supplement. If a default occurs, Lender shall have all the Remedies described in
the MLA.

      


      
        	
                6. 

              	
                SECURITY. The security given by Borrower
      to Lender includes, without limitation the
  following:

              


      

      
        
          	
                	
                  6.1

                	
                  This
      Note is secured by a real estate Deed of Trust dated 05/07/2010 to be recorded in the official
      records of Ventura County, State of
      California.

                


        

      

       

       

      
        
          
          

        

        
          Page 2 of
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                  Filing
      Ref. :  Windfall Investors, LLC, a California Limited Liability Company

                	
                  Loan
      / Supplement

                	
                  8309256/101

                
	
                   

                	
                  Number:

                  Customer
      Number:

                	
                   

                  1700212664

                


        

      

       

    

    
       

      
        	
              	
                6.2

              	
                By
      signing below, the undersigned individually and collectively certify that
      there have been NO CHANGES in the ownership, condition, or location of any
      collateral previously pledged to Lender, which is also pledged as
      Collateral for this Note.

              


      

    

     

    
      7. PREPAYMENT; REAMORTIZATION; REFINANCE; INTEREST
RATE CONVERSION. A payment, in any amount, made in advance of the
scheduled payment date is a “prepayment.”
If Borrower, in making a prepayment, intends the prepayment to be applied to
reduce the principal balance of the Note, Borrower must so inform Lender in
writing accompanying the prepayment. Unless agreed to in writing otherwise,
Lender may apply all prepayments in such manner as Lender, in its sole
discretion, may determine. Borrower may make a full or partial prepayment on any
business day without paying a prepayment fee.

      


      Upon the
making of a partial prepayment, Borrower may request to have the amount of
future installments reamortized over the remaining term of the loan, but only if
Borrower so notifies Lender at the time Borrower makes the partial prepayment
and only if, upon Lender’s approval of the request, Borrower pays to Lender any
fees and costs that Lender may charge for such reamortization.

      


      Lender
may from time to time offer other loan or interest rate products for which
Borrower qualifies. Borrower acknowledges that it may not refinance or convert
this Note to another loan or interest rate product with Lender unless Borrower
qualifies for such loan or product and pays to Lender any fees and costs that
Lender may charge for such refinance or conversion.

      


      8. LEGAL ENTITY STATUS. If any Borrower is a
legal entity, by signing below, the undersigned representatives of such entity
certify that there have been NO CHANGES in: the entity’s owners, directors,
officers, partners, managers, trustees or beneficiaries; or in the entity’s
lawful powers to borrow or encumber entity assets to secure its debts; or in the
authority of any person signing below to act for and bind the entity; or in the
entity’s Articles, Bylaws, Partnership Agreement, Management or Operating
Agreement, Declaration of Trust, or other applicable legal documents creating or
sustaining the entity since the execution of the last statement to
Lender.

      


      9. REIMBURSEMENT OF CHARGES. If any farm credit
bank or any other provider of financing or funding to Lender shall assess
against Lender any fee, cost, charge, or other amount with respect to the
Indebtedness, Borrower shall reimburse Lender on demand for the amount thereof,
regardless of whether such assessment arose from actions taken by
Borrower.

      


      10. REAL ESTATE SECURED NOTE. This Note is
secured by a Security Instrument which describes how and under what conditions
all amounts owed under this Note may become immediately due and payable. One of
those conditions relates to any transfer of the property covered by the Security
Instrument and to certain other transfers. Refer to each Security Instrument for
the specific conditions and requirements. When the Security Instrument is a Deed
of Trust, the Deed of Trust provides as follows:

      


      DUE ON SALE OR TRANSFER. In the event the
herein-described Property, (including any existing or subsequently acquired or
created Water Asset), or any part thereof, or any interest therein, is
transferred or agreed to be transferred, without Beneficiary's prior written
consent, all Indebtedness, irrespective of the maturity dates, at the option of
the holder hereof, and without demand or notice, 

       

       

      
        
          
          

        

        
          Page 3 of
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                  Filing
      Ref. :  Windfall Investors, LLC, a California Limited Liability Company

                	
                  Loan
      / Supplement

                	
                  8309256/101

                
	
                   

                	
                  Number:

                  Customer
      Number:

                	
                   

                  1700212664

                


        

      

       

       

      shall
immediately become due and payable. As used herein, “transferred” means sold,
conveyed, alienated, exchanged, transferred by gift, further encumbered,
pledged, hypothecated, made subject to an option to purchase, or otherwise
disposed of, directly or indirectly, or in trust, voluntarily or involuntarily,
by Trustor or by operation of law or otherwise. Failure to exercise such option
shall not constitute a waiver of the right to exercise this option in the event
of subsequent transfer or subsequent agreement to transfer.

       

      If
Trustor is an entity other than a natural person (such as a corporation or other
organization), then all Indebtedness, irrespective of the maturity date, at the
option of Beneficiary, and without demand or notice, shall
become immediately due and payable if: (a) a beneficial interest in Trustor is
transferred; (b) there is a withdrawal or removal of a general partner of a
partnership or a manager of a limited liability company; (c) there is a transfer
in the aggregate of more than 25% of the voting stock of Trustor, if Trustor is
a corporation, or there is a transfer in the aggregate of more than 25% of the
partnership interests or membership interests, if Trustor is a partnership,
limited liability company or similar entity; or (d) Trustor is dissolved or its
existence as a legal entity is terminated.

      
        


        
          	
                  11.1 

                	
                  DISBURSEMENT
      INSTRUCTIONS.

                


        

        Initial
disbursement will be applied to pay-off of Borrowers Loan No’s. 3843165-101 and
3843165-201, with Lender.

        


        Signatures
appear on the following page

         

        
          REPRESENTATIVES
OF LENDER ARE NOT AUTHORIZED TO MAKE ANY ORAL AGREEMENTS OR ASSURANCES. DO NOT
SIGN THIS AGREEMENT IF YOU BELIEVE THAT THERE ARE ANY AGREEMENTS OR
UNDERSTANDINGS BETWEEN YOU AND LENDER THAT ARE NOT SET FORTH IN WRITING IN THIS
AGREEMENT OR IN OTHER LOAN DOCUMENTS PERTAINING TO THIS
LOAN.



        Signature(s):

        


        
          Windfall
Investors, LLC, a California Limited Liability Company 

           

          By: Limoneira Company, a Delaware Corporation,
Manager/Member

           

        

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    By:

                                  	
                                    

                                       

                                    

                                  	      
                                    5/27/2010

                                  
	 
      	
                                    Harold
      S. Edwards, President

                                  	 
	 
      	 
      	 
	
                                    By:

                                  	
                                     

                                  	      
                                    5/27/2010

                                  
	 	
                                    Don
      Delmatoff, Secretary

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

           

           

        

         

         

         

         

        
          
            
            

          

          
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                Filing
      Ref. :  Windfall Investors, LLC, a California Limited Liability Company

              	
                Loan
      / Supplement

              	
                8309256/101

              
	
                 

              	
                Number:

                Customer
      Number:

              	
                 

                1700212664

              


      

    

    
       

       

       

       

       

       

       

      INDORSEMENT –  The within Note is hereby
indorsed by the payee named in the body of said Note as if the name of the payee
were actually executed under the indorsement.

       

      PAY TO
THE ORDER OF U.S. AgBANK, FCB, Wichita, Kansas

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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