Filing
      Ref. :

                  	
                    Windfall
      Investors, LLC, a California Limited Liability Company

                  
	
                    Customer
      Number:

                  	
                    1700212664

                  


          

        

      

       

    

     

    MASTER
LOAN AGREEMENT

    


    This
Master Loan Agreement is established as of May
07, 2010 between Farm Credit West,
PCA 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 (“Lender”) and each of the undersigned
person(s) and/or entities (collectively, “Borrower”). This Agreement amends and restates
a Master Loan Agreement between the Parties, dated 09/23/2005, which is replaced
hereby. This Agreement shall remain in effect until all Indebtedness is paid in
full and the Agreement is terminated in writing by Lender.

    


    1. MASTER LOAN AGREEMENT.  On this date,
and from time to time hereafter, Lender may make Loans to Borrower. Borrower and
Lender (collectively, the “Parties”)
enter into this Master Loan Agreement which, together with the applicable
Supplement(s) and other Loan Documents, shall govern each separate Loan and all
Indebtedness between the Parties. Unless stated to the contrary elsewhere, the
provisions of all Loan Documents are incorporated by reference herein as if
stated in full. For value received, Borrower promises to pay to order of Lender
all Indebtedness governed by this Agreement. Nothing herein shall be construed
to obligate Lender to restructure or renew any unpaid balance, any part thereof,
or to make any additional or future loans or financial accommodations to
Borrower.

    


    
      
        	
                1.1

              	
                SUPPLEMENTS.
      Loans made on and after the date of this Agreement will be evidenced by a
      “Promissory Note and Supplement to Master Loan Agreement” (“Supplement”). Each Supplement shall set
      forth the terms and conditions applicable to each Loan. All Supplements
      and attachments thereto, including all amendments, renewals, and
      restatements thereof, are incorporated by reference and made a part of
      this Agreement unless the contrary is stated in any Loan Document. In any
      conflict of terms between this Master Loan Agreement and any Supplement,
      the Supplement shall control, unless the contrary is specifically stated
      in the Supplement. Any amendment to this Master Loan Agreement shall
      control all Supplements, unless the contrary is stated in the
      amendment.

              


      

    

    


    
      
        	
                1.2

              	
                FUTURE
      CREDIT ACCOMMODATIONS. Borrower may apply for future loans, renewals of
      unpaid balances, refinancings, reschedulings, or other credit facilities
      or accommodations. Each loan application Borrower submits will be
      evaluated for eligibility and creditworthiness at the time of its
      submission. Nothing in this Agreement or any other agreement between
      Borrower and Lender shall be construed to obligate Lender to restructure
      or renew any unpaid balance, any part thereof, or to make any additional
      or future loans or financial accommodations to
  Borrower.

              


      

    

    


    2. DEFINED TERMS. “Indebtedness” means all Loans, advances,
obligations, covenants and duties of any kind owing by Borrower to Lender under
this Agreement whether now existing or hereafter arising, absolute or
contingent, due or to become due, and whether or not evidenced by any writing,
this Agreement or any other Loan Document, and including all interest, charges,
fees, attorney’s fees, expenses, and any other sum(s) chargeable to Borrower
under this or any other related agreement. “Loan” or “Account” means each loan, credit facility or
other obligation evidenced by any Supplement. “Agreement” means this Master Loan Agreement,
including all Supplements, attachments and other agreements incorporated by
reference and all amendments, modifications, and restatements thereof. “Loan Document” means this Agreement, and any
Supplement, guaranty, Security Instrument, and any and all other documents or
agreements executed in connection with this Agreement, any Loan or the
Indebtedness, and all amendments, modifications, and restatements
thereof.

    


    
      
        	
                2.1

              	
                OTHER LOANS WITH LENDER. Unless
      specifically stated to the contrary in writing by Lender, in this or any
      other document, this Master Loan Agreement shall not supersede or govern
      other notes, loan agreements, loans, and obligations by Borrower to Lender
      not contained in Supplements hereto. Such other loans shall continue to be
      governed by the applicable loan documents. This Agreement shall not be
      construed to waive any right(s) in or to discharge any note, guaranty,
      security instrument or indebtedness between the Parties not subject hereto
      unless the same has been specifically waived or discharged in writing by
      Lender.

              


      

    

     

     

    
      
        
        

      

      
        Page 1 of
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                    Filing
      Ref. :

                  	
                    Windfall
      Investors, LLC, a California Limited Liability Company

                  
	
                    Customer
      Number:

                  	
                    1700212664

                  


          

        

      

       

       

    

    
      3. SECURITY. All Indebtedness is secured by
Borrower-owned stock or participation certificates required by Lender’s bylaws,
any funds or accounts of Borrower held by or maintained with Lender, Lender's
allocated surplus, and any other items which secure this Loan under applicable
laws, regulations or Loan Documents (collectively, "Standard Security"). Loans may also be secured
by other personal property and real property. Collateral may secure more than
one Loan when so indicated. All liens and interests in Collateral will be
evidenced by the appropriate Security Instrument granting such interest. “Collateral” means the Standard Security and all
real and personal property, whether now owned or hereafter acquired, in which
Lender now holds or later acquires a security interest or lien to secure this
Agreement, any Loan or the Indebtedness. “Security Instrument” means any deed of trust,
mortgage, security agreement, assignment or other document granting Lender a
lien on, or security interest in, any real or personal property as security for
this Agreement, any Loan or the Indebtedness.

      


      4. DEFAULT. A default on any Supplement or the
Indebtedness is a default on this Master Loan Agreement. A default on this
Master Loan Agreement or any Supplement shall, at Lender’s option, also be a
default on all Supplements and all the Indebtedness. Borrower is in default on
this Master Loan Agreement, including any Supplement, under any one or more of
the following circumstances (individually and collectively called an “Event of Default”): (a) Borrower or any guarantor
fails to pay when due any Indebtedness or amount(s) owed under this Agreement or
any other Loan Document; (b) Borrower or any guarantor is declared to be in
default on this Agreement, any other Loan Document, or on any other loan or
obligation of Borrower to Lender or in which Lender has an interest; (c)
Borrower breaches any term, condition or representation in this Agreement or in
any other Loan Document for this or any other loan by this or any other lender,
including but not limited to any other Farm Credit lender; (d) Borrower's
representation(s) to this or any other lender in connection with any loan are
materially false or misleading; (e) Lender determines that Borrower is unable to
repay as agreed the sums owed Lender under this Agreement, or Lender in good
faith otherwise deems itself insecure; (f) Lender's reasonable determination
that a material adverse change has occurred in the financial condition of
Borrower or in the value of the Collateral; (g) Borrower's death, dissolution,
incapacity or termination of existence; (h) Borrower's insolvency, business
failure, application for or consent to appointment of a receiver/custodian or
trustee for itself or any of its assets, or an assignment to an agent authorized
to liquidate any substantial amount of assets, or an assignment for the benefit
of creditors by, or commencement of any proceeding under any bankruptcy or
insolvency law by or against Borrower, or any guarantor, endorser, or surety for
Borrower; (i) Any judgment, writ, levy, lien, attachment, notice of tax lien,
tax lien, or similar process is entered or filed against Borrower, any guarantor
or any of Borrower's or any of guarantor's properties and is not vacated,
bonded, or stayed to the satisfaction of Lender; (j) An Event of Default occurs
under any guaranty given to Lender in connection with this Agreement, any
Supplement or the Indebtedness; or any guarantor shall purport to terminate,
repudiate or contest any such guaranty; or any guarantor who is a natural person
shall die; or any guarantor that is not a natural person shall be dissolved or
terminated; or (k) Borrower sells, leases, conveys, alienates, or transfers, or
enters into any agreement for the sale, lease, conveyance, alienation, transfer
or nonuse of any water or water rights, or “Water Asset”, as such may be defined
in any deed of trust, mortgage, security agreement or other agreement relating
to the pledge of water or water rights.

      


      5. REMEDIES. If an Event of Default occurs,
Lender shall have all rights, powers and remedies available under this
Agreement, any other Loan Document, or provided by law or equity under
applicable laws, including but not limited to: the right to declare, at Lender’s
option, all or any portion of the Indebtedness immediately due and payable
without prior recourse to the Collateral; Lender’s right to immediately
terminate Borrower’s right to draw additional funds, and/or suspend or reduce
Borrower’s credit or credit limit, all with or without notice to Borrower; and
the right to foreclose on, or enforce any security interest in, any Collateral
(all above collectively, “Remedies”). All
Lender’s Remedies: (a) may be exercised at any time by Lender, or from time to
time, after an Event of Default; (b) are cumulative and not exclusive; and (c)
shall be in addition to any other rights or remedies provided by law or equity.
Lender may enforce any security interest or lien in such manner and order, as to
all or any part of the Collateral as Lender, in its sole judgment, deems
appropriate. Borrower, to the extent possible, waives all rights, obligations,
or defenses now or hereafter established by law relating to the
Remedies.

      


      
        
          	
                  5.1

                	
                  ACCELERATION.
      If an Event of Default occurs, Lender may, at its option, declare all or
      any portion of the Indebtedness to be immediately due and payable without
      presentment, demand, notice of non-payment,


                


        

      

       

      
        
          
          

        

        
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                  Filing
      Ref. :

                	
                  Windfall
      Investors, LLC, a California Limited Liability Company

                
	
                  Customer
      Number:

                	
                  1700212664

                


        

      

    

     

    protest or prior recourse to
Collateral, and terminate or suspend Borrower’s right to draw or request funds
on any Loan or line of credit.

    
       

      
        	
                5.2

              	
                WAIVER.
      Lender’s failure to require strict compliance with any provision of this
      Agreement or any other agreement between Lender and Borrower shall not
      affect Lender’s right to require strict compliance with such provision.
      Lender’s suspension or waiver of an Event of Default shall not affect any
      other Event of Default or any of Lender’s remedies with respect thereto.
      Lender’s waiver or suspension of any rights under this or any other
      agreement, or Lender’s grant of any consent to Borrower, shall be
      effective only if such waiver, suspension, or consent is in writing and
      only to the extent specifically set forth in such
  writing.

              


      

      


      
        
          	
                  6.

                	
                  BORROWER'S REPRESENTATIONS AND
      WARRANTIES.  In addition to representations and warranties
      described in other Loan Documents, Borrower makes the following
      representations and warranties to Lender which remain in effect until all
      Indebtedness subject to this Agreement is repaid in
  full:

                


        

      

      


      
        
          	
                	
                  6.1

                	
                  FINANCIAL
      STATEMENTS. All financial statements and other information both previously
      and hereafter furnished by Borrower to Lender are accurate in every
      material respect; there has not been any material adverse change in the
      financial condition of Borrower since the date of the last financial
      statement provided; Borrower has no material liabilities, fixed or
      contingent, which are not fully shown or provided for in the said
      financial statements as of the date
thereof.

                


        

      

      


      
        
          	
                	
                  6.2

                	
                  PROFIT
      AND LOSS INFORMATION. All submitted profit and loss information is
      accurate and complete.

                


        

      

      


      
        
          	
                	
                  6.3

                	
                  SOLVENCY.
      Borrower has sufficient capital to carry on the business and is solvent
      and able to pay debts as they mature, and Borrower is generally paying
      such debts. Borrower owns property the fair market value of which exceeds
      the dollar amount required to pay Borrower's
  debts.

                


        

      

      


      
        
          	
                	
                  6.4

                	
                  COMPLIANCE
      WITH LOAN TERMS. Borrower is performing on, or is in compliance with, all
      terms of all Borrower's other loans and obligations to all other
      creditors, if any, and all loans and obligations to Lender, whether or not
      subject to this Agreement.

                


        

      

      


      
        
          	
                	
                  6.5

                	
                  LEGAL
      ENTITY WARRANTY AND CERTIFICATION. If Borrower is a legal entity, Borrower
      (and any person signing this Agreement in a representative capacity on
      behalf of Borrower) represents, warrants and certifies that Borrower is
      duly constituted under applicable laws and in good standing; that Borrower
      has the power, authority, and appropriate authorization to enter into this
      Agreement, all Security Instruments and any other Loan Document in
      connection with any Loan; that when executed this Agreement, all Security
      Instruments and any other Loan Document in connection with this Agreement
      shall be valid and legally binding on Borrower. If the Borrower is a
      trust, each trustee executing this Agreement on behalf of the trust also
      represents, warrants and certifies that this Agreement, all Security
      Instruments and other Loan Documents are being executed by all the
      currently acting trustees of the trust and that the trust has not been
      revoked, modified, or amended in any manner which would cause any of the
      foregoing to be incorrect.

                


        

      

      


      
        
          	
                	
                  6.6

                	
                  HAZARDOUS
      SUBSTANCE INDEMNITY. Borrower indemnifies and agrees to hold Lender
      harmless from any losses or damages suffered by Lender that arise from the
      release, threatened release, discharge, manufacture, use, storage,
      transportation or presence of any hazardous substance in connection with
      the business of Borrower or on any real property owned or occupied by
      Borrower, whether or not pledged as security for this Agreement. The
      indemnity covers the officers, directors, agents, and attorneys of Lender
      and extends to attorney's fees and other costs and expenses incurred by
      Lender in connection with the foregoing. The term "hazardous" or "toxic"
      or subject to any other deleterious classification under any federal,
      state, or local law. This indemnity shall be construed as being in
      addition to any similar provision in any Security Instrument.
      NOTWITHSTANDING

                


        

      

       

       

       

      
        
          
          

        

        
          Page 3 of
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                    Filing
      Ref. :

                  	
                    Windfall
      Investors, LLC, a California Limited Liability Company

                  
	
                    Customer
      Number:

                  	
                    1700212664

                  


          

        

      

       

       

    

    
      
        ANY OTHER
PROVISION OF THIS AGREEMENT OR THE LOAN DOCUMENTS, THIS INDEMNITY SHALL SURVIVE
REPAYMENT OF THE INDEBTEDNESS.

         

      

       

      
        
          	
                  7.

                	
                  SPECIAL LOAN CONDITIONS, COVENANTS AND
      REQUIREMENTS. Borrower covenants and agrees with Lender as
      follows:

                


        

      

      


      
        	
              	
                7.1

              	
                FINANCIAL
      PERFORMANCE.

              


      

      
        
          	
                	
                  7.1.1

                	
                  No
      other financial performance covenants are imposed at this time unless
      provided elsewhere herein or in other Loan
  Documents.

                


        

      

      


      
        
          	
                	
                  7.2

                	
                  INSURANCE.
      In addition to the insurance requirements described in other Loan
      Documents, Borrower shall provide, maintain and deliver to Lender fire and
      extended coverage, flood and any and all other types of insurance in terms
      and amounts as may be required by law or Lender from time to time, with
      loss payable endorsements solely in favor of Lender or, for real property
      secured loans, naming Lender as
mortgagee.

                


        

      

      


      
        
          	
                	
                  7.3

                	
                  FINANCIAL
      INFORMATION. At Lender's request, Borrower shall provide to Lender
      financial information in a form acceptable to Lender, including, when so
      required, a current balance sheet and income statement. In the case of
      multiple Borrowers, financial information must be provided for each
      Borrower as requested by
Lender.

                


        

      

      


      Financial
Information shall be provided as described below:

      
        
          	
                	
                  7.3.1

                	
                  Financial
      information shall be provided at such times during the term of this
      Agreement as Lender may
request.

                


        

      

      


      
        
          	
                	
                  7.4

                	
                  ENVIRONMENTAL.
      In addition to the environmental requirements described in other Loan
      Documents, Borrower shall comply with the following additional
      requirements:

                


        

      

      
        	
              	
                7.4.1 

              	
                No
      other environmental requirements are imposed at this time unless
      providedelsewhere
      herein or in other Loan Documents.

              


      

      


      
        
          	
                	
                  7.5

                	
                  NEGATIVE
      COVENANTS. In addition to the negative covenants set forth in other Loan
      Documents, Borrower will not take any of the following actions without the
      prior written approval of Lender during the term of this Agreement and
      until all Loans are paid in
full:

                


        

      

      
        	
              	
                7.5.1 

              	
                Sell
      Borrower's business, abandon or cease business operations, or merge
      orconsolidate
      with any third party or entity.

              


      

      
        
          	
                	
                  7.5.2

                	
                  Dispose
      of all or a substantial portion of Borrower's business assets by sale,
      transfer, lease, gift, abandonment or otherwise, except for sales of
      inventory in the ordinary course of
business.

                


        

      

      
        
          	
                	
                  7.5.3

                	
                  Obtain
      credit or loans from other lenders other than trade credit customary in
      Borrower's business.

                


        

      

      
        	
              	
                7.5.4 

              	
                Become
      a guarantor or surety on, or otherwise become liable for, the debts
      orobligations
      of any third party person, or any entity or
  firm.

              


      

      
        	
              	
                7.5.5 

              	
                Mortgage,
      pledge, lease for a period exceeding one year or otherwise make or allow
      thefiling
      of a lien on any loan collateral.

              


      

      


      8. AGENCY. Each of the undersigned hereby
appoints each of the other undersigned as his, her or its agent for purposes of
the within obligations until written notice of termination of such agency is
actually received by Lender. This Agency shall include, but not be limited to,
the authority to vote all stock or participation certificates required by
Lender’s bylaws, request and receive Loan disbursements, and receive on behalf
of all the undersigned any check, payment, document or notice given in
connection with this Agreement or any Loan.

       

      
         

        
          
            
            

          

          
            Page 4 of
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                        Filing
      Ref. :

                      	
                        Windfall
      Investors, LLC, a California Limited Liability Company

                      
	
                        Customer
      Number:

                      	
                        1700212664

                      


              

            

          

           

        

         

        9. INSPECTION AND ACCESS. While this Agreement
is in effect Borrower will: (a) at Lender's request, furnish information to
Lender relating to Borrower's business and financial affairs, (b) permit Lender
to examine Borrower's books and records; and (c) allow Lender to inspect and
appraise Lender's Collateral at reasonable times and places.

        


        10. REQUIRED ACTIONS. While this Agreement is
in effect Borrower will: (a) maintain all other Loans with Lender in a current
status; (b) comply with all terms and conditions of all other documents executed
in connection with this Agreement; and (c) execute, deliver, file and or record
such documents or instruments, or take such other actions, as may be reasonably
required by Lender to effectuate the intention of this transaction, or to assure
the enforceability and collectability of the Indebtedness, Note or any Security
Instrument, Loan Document or lien, or to otherwise protect or enforce the rights
of Lender thereunder.

        


        11. MISCELLANEOUS COSTS. Lender may, but is not
required to pay: (a) the cost of any services requested by Borrower and rendered
by or through Lender such as credit life insurance or crop or property
insurance; (b) any amounts required to satisfy taxes, assessments or liens on
the Collateral, to maintain insurance, or to perform any other obligation under
this Agreement or other Loan Documents; (c) all costs and expenses, including
attorneys’ fees, incurred in connection with the preparation, execution, or
administration of any Loan; (d) any bill of sale, sight or expense drafts drawn
by Borrower and presented to Lender for payment of purchases or expenses
authorized by Lender; and (e) charges by suppliers of goods or services included
in any budget for which Borrower borrows funds hereunder. Lender may, at its
option, add such amounts to any portion of the Loan, and charge interest on such
amounts at the interest rate applicable to the Loan.

        


        12. TRANSFER BY LENDER. Lender may sell,
transfer or assign this Agreement or any portion thereof, and deliver to the
transferee(s) ("Holder") all or any
portion of the property then held by it as security hereunder, and the Holder
shall thereupon become vested with all the power and rights herein given to
Lender with respect thereto and at such time the term "Lender" as herein used
shall be deemed to mean and include the "Holder"; and Lender shall thereafter be
forever relieved and fully discharged from any and all liability or
responsibility to Borrower, but Lender shall retain all rights and powers hereby
given with respect to property not so transferred, sold or
assigned.

        


        13. FEES AND CHARGES OF ATTORNEYS AND OTHERS.
In the event that Lender utilizes the services of attorneys, accountants,
appraisers, consultants, or other professional or outside assistance, including
the services of in-house counsel or any other attorney or professional who is an
employee of Lender, the reasonable amount of fees, costs and expenses (“Expenses”) incurred by Lender to utilize such
persons in connection with any of the following shall be payable by Borrower on
demand and Lender may, at its option, add the amount of such Expenses to any
portion of the Indebtedness, plus an appropriate amount of stock or
participation certificates required as required by federal law or regulation or
Lender’s bylaws, and charge interest on such amount at the interest rate
applicable to such portion of the Indebtedness:

        (a) The
preparation, modification or enforcement of this Agreement and any other
agreement or Loan Document incident to the Indebtedness or to the
Collateral;

        (b)
Advising Lender concerning its legal rights and obligations with regard to this
Agreement and any other agreement or Loan Document incident to the Indebtedness,
or to the Collateral, including advising Lender with regard to the extent of
Lender’s rights, if any, under the provisions of the Farm Credit Act of 1971, as
amended, Farm Credit Administration regulations, any policy or program of
Lender, or any other state or federal law;

        (c) Any
litigation, dispute, proceeding, or action (whether terminated or dismissed
prior to judgment, reduced to judgement or otherwise finally resolved), and
whether instituted by Lender, Borrower or any other person, relating to this
Agreement, the Indebtedness or any Loan, any other Loan Document, the Collateral
or Borrower’s affairs;

        (d) The
furtherance of Lender’s interest in any bankruptcy, insolvency, or
reorganization case or proceeding instituted by or against Borrower, including
any steps to (i) modify or terminate the automatic stay, (ii) prohibit or
condition Borrower’s use of cash Collateral, (iii) object to any disclosure
statement or plan, (iv) propose or confirm a plan, and (v) prosecute or defend
adversary proceedings or contested matters, and take or defend examinations or
discovery, whether or not related to any adversary proceeding or contested
matter,

         

      

      
        
          
          

        

        
          Page 5 of
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                    Filing
      Ref. :

                  	
                    Windfall
      Investors, LLC, a California Limited Liability Company

                  
	
                    Customer
      Number:

                  	
                    1700212664

                  


          

        

      

       

      whether terminated or
dismissed prior to judgment, reduced to judgement or otherwise finally
resolved;

    

    
      (e) The
inspection, verification, protection, collection, processing, sale, liquidation,
or disposition of the Collateral; and

      (f) Any
of the type of Expenses referred to in (a) through (e) above incurred by Lender
in connection with any guaranty of the Indebtedness.

      


      The
Expenses described herein and elsewhere in this Agreement shall be in addition
to those set forth in any Security Instrument, other Loan Document or any other
written agreement between Lender and Borrower.

      


      


      14.
TRANSACTION SUMMARY. All disbursements and repayments shall be
posted on Lender's accounting records. In its sole discretion, Lender may apply
any payment received from or on behalf of Borrower and any proceeds of
Collateral to interest, principal, or any part of the Indebtedness. Any payment
received by Lender after Lender has closed its books for the day will be applied
on the next business day. Periodically, Lender shall send Borrower a transaction
summary, statement or a similar loan accounting. If Borrower fails to object to
this accounting in writing within 30 days of its mailing by Lender, Borrower
shall have waived any right to object to the accounting’s accuracy and the
accounting may be admitted into evidence by Lender to establish the balance due
Lender in any legal proceeding arising between the parties.

      


      15. NOTICES. Borrower shall promptly give
written notice to Lender of: (a) any enforcement action brought against Borrower
by any governmental regulatory body or law enforcement authority or any dispute
between Borrower and any such authority or body; (b) any pending or threatened
litigation or court proceeding brought against Borrower; (c) the death or
disability of any Borrower or guarantor; (d) any material adverse change in
Borrower's business or financial condition; (e) the occurrence of any default or
Event of Default, or any event that with a lapse of time or the giving of notice
or both would become a default or an Event of Default under any obligation of
Borrower to Lender or in which Lender has an interest; (f) any change in
management or ownership of Borrower’s business or operations; (g) any default on
loans or credit arrangements with any other creditors; (h) any location change
or new location of Borrower’s office or site of operation; (i) any change to an
out of state location for any Collateral; and (j) restriction, suspension,
revocation or other change in any permit(s), license(s) or authority(ies)
required to conduct Borrower's business.

      


      16.
LOAN CHARGES. If a law, which applies to this Agreement or any
Loan and which sets maximum loan charges, is finally interpreted so that the
interest or other loan charges collected or to be collected in connection with
this Agreement exceed the permitted limits, then: (a) any such loan charge shall
be reduced by the amount necessary to reduce the charge to the permitted limit;
and (b) any sums already collected which exceeded permitted limits will be
refunded to Borrower, without interest thereon. Lender may choose to make this
refund by reducing the principal Borrower owes under this Agreement or by making
a direct payment to Borrower. If a refund reduces principal, the reduction will
be treated as a partial prepayment.

      


      17.
BORROWER'S AUTHORITY. By signing this Agreement, Borrower warrants
that Borrower has legal authority to enter into this transaction; that the terms
and conditions of this Agreement, any other Loan Document and Security
Instrument executed in connection herewith are legally binding on Borrower and
do not contravene the terms and conditions of any other contract(s) of Borrower;
that Borrower's representations in connection with this Agreement are true and
accurate; that Borrower is not involved in, and has no expectations of
involvement in, any legal action that might impair Borrower's financial
condition or ability to continue business, and that Borrower is qualified and/or
licensed to do business in all states requiring Borrower to be so qualified or
licensed.

      


      18. OBLIGATIONS OF PERSONS UNDER THIS
AGREEMENT. The liability of each Borrower executing this Agreement shall
be that of co-maker and not that of an endorser, guarantor or accommodation
party and shall be joint and several. The separate and community property of any
married person executing this Agreement shall be liable for the Indebtedness
evidenced hereby.

       

      19. SPECIFIC WAIVERS OF EACH
BORROWER. The Loan Indebtedness of each Borrower is independent

       

      
        
          
          

        

        
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                      Filing
      Ref. :

                    	
                      Windfall
      Investors, LLC, a California Limited Liability Company

                    
	
                      Customer
      Number:

                    	
                      1700212664

                    




          

        

      

      of the
Loan Indebtedness of all other Borrowers. Each Borrower expressly waives any
right to require Lender to proceed against any other Borrower, to proceed
against or exhaust any Collateral, to pursue any remedy Lender may have at any
time, and the benefit of any statute of limitations affecting its liability
under this Agreement or any other Loan Document. Each Borrower waives any and
all defenses by reason of (a) any disability or other defense of any other
Borrower with respect to the Indebtedness owed to Lender, (b) the termination
for any reason whatsoever of the liability of any other Borrower, (c) any act or
omission of Lender that directly or indirectly results in or aids the discharge
or release of any other Borrower, any guarantor, or any security provided by any
Borrower or guarantor, (d) the failure by Lender to perfect any security
interest or lien on any Collateral, and (e) an election of remedies by Lender,
even though that election of remedies, such as a nonjudicial foreclosure with
respect to security for this Agreement, has destroyed Borrower's rights of
subrogation, contribution, reimbursement, indemnity, set off, or other recourse
against another Borrower by the operation of Section 580d of the California Code
of Civil Procedure or otherwise or under similar laws in other
jurisdictions.

    

    
      


      
        
          	
                	
                  19.1

                	
                  BORROWER
      FURTHER AGREES. Each Borrower agrees that Lender may at any time, without
      notice, release all or any part of the Collateral securing the
      Indebtedness (including all or any part of the premises covered by any
      mortgage or deed of trust), grant extensions, change terms of payment,
      deferments, renewals or reamortizations of any part of the Indebtedness,
      and release from personal liability any one or more of the parties who are
      or may become liable for the Indebtedness; all without affecting the
      personal liability of any other party. Borrower also severally waives any
      and all other defense or right of offset against the Holder hereof. No
      Borrower shall have any right of subrogation, contribution, reimbursement,
      indemnity, set off, or other recourse and waives the benefit of, or any
      right to participate in, any Collateral until such time as all of the
      obligations owed by Borrower to Lender under this Agreement shall have
      been paid in full. Each Borrower, to the extent it may lawfully do so,
      waives any defense under California anti-deficiency statutes, or
      comparable provisions of the laws of any other state to the recovery of a
      deficiency after a foreclosure sale of such
  property.

                


        

      

      


      
        
          	
                	
                  19.2

                	
                  BORROWER
      FURTHER REPRESENTS AND WARRANTS. Each Borrower represents and warrants to
      Lender that it has established adequate means of obtaining from each other
      Borrower, on a continuing basis, information pertaining to the businesses,
      operations and conditions (financial or otherwise) of each other Borrower
      and its properties, and each Borrower now is and will be familiar with the
      businesses, operations and conditions (financial or otherwise) of each
      other Borrower and its properties. Each Borrower waives and relinquishes
      any duty on the part of Lender (if such duty exists) to disclose to any
      Borrower any matter, fact or thing related to the businesses, operations,
      or conditions (financial or otherwise) of any other Borrower or its
      properties. Without limiting the generality of the foregoing, each
      Borrower waives any defenses or rights arising under or of the kind
      described in California Civil Code sections 2795, 2808, 2809, 2810, 2815,
      2819 through 2825 (inclusive), 2832, 2839, and 2845 through 2850
      (inclusive) and similar laws in other
  jurisdictions.

                


        

      

      


      20. NO ORAL AGREEMENTS. The 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
the other Loan Documents.

      


      21. SUCCESSORS AND ASSIGNS. This Agreement, any
Supplement and all other Loan Documents are binding on Borrower’s and Lender’s
successors and assignees. Borrower shall not assign this Agreement any Loan or
Loan Document without Lender’s prior written consent. Lender may sell
participations in or assign this Agreement, and may exchange financial
information about Borrower with actual or potential participants or assignees.
If a participation is sold or the Agreement is assigned, the purchaser will have
the right of set-off against Borrower.

      


      22. SEVERABILITY; COUNTERPARTS. If one or more
of the provisions of this Agreement, any Security Instrument or any other Loan
Documents should be deemed or held to be invalid, illegal, unenforceable or
against public policy in any respect, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired. To the
extent any waiver of a right by Borrower hereunder may be contrary to


    

    
      
        
          
          

        

        
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                      Filing
      Ref. :

                    	
                      Windfall
      Investors, LLC, a California Limited Liability Company

                    
	
                      Customer
      Number:

                    	
                      1700212664

                    


            

             

            
applicable law, such waiver
shall be deemed made to the extent allowed by such law. To the extent Nevada law
applies, Borrower does not waive any right relating to the sale of real property
provided under Nevada law. This Agreement may be signed in one or more
counterparts which shall constitute one and the same Agreement.

             

          

        

      

      23.
CAPTIONS. Captions used in this Agreement are inserted only as a
matter of convenience and for reference, and in no way define, limit or describe
the scope or intent of any term or provision. As used herein, the word
“including” means “including without limitation” and/or “including but not
limited to”.

      


      24.
APPLICABLE LAW. This Agreement and any other Loan Document shall
be governed by federal law, to the extent applicable, and shall otherwise be
governed by the laws of the state specified in the address of Lender, on page 1.
Any Loan Document specifying governing laws of a different state shall be
governed thereby.

       

      25.
ENTIRE AGREEMENT; AMENDMENTS MUST BE IN WRITING. This Agreement
and all other Loan Documents constitute the entire agreement between the Parties
on the subject matter hereof; superseding all prior negotiations,
communications, discussions, oral agreements, and promises concerning the
Indebtedness or any Loan. This Agreement does not supersede any Loan Document(s)
pertaining to other outstanding loan(s) of Borrower with Lender except as
specified herein. This Agreement may be amended or modified only by a written
instrument executed by Lender and Borrower.

      


      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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