EXHIBIT

10.8




 




COPY




 




TERM

NOTE




 




	

  $7,804,438


  	

   


  	

  Los Angeles, California


  
	

   


  	

   


  	

  December 7, 2001


  





 




FOR VALUE RECEIVED, the undersigned, HAUSER, INC., a

Delaware corporation, HAUSER TECHNICAL SERVICES, INC., a Delaware Corporation,

BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM,

INC., a New York corporation, (collectively, the “Borrowers”), hereby jointly

and severally, unconditionally promise to pay to the order of Wells Fargo Bank,

National Association (the “Lender”), at c/o Wells Fargo HSBC Trade Bank, N.A.,

333 South Grand Avenue, 8th Floor, Los Angeles, California 90071, or at such

other place as the holder of this Note may direct, (i) on each of December 31,

2001, January 31, 2002, February 28, 2002, March 31, 2002, and May 31, 2002 the

principal sum of TWENTY THOUSAND DOLLARS ($20,000), (ii) on April 30, 2002 the

principal amount of THREE MILLION DOLLARS ($3,000,000) and (iii) on June 30,

2002 (the “Maturity Date”) the principal amount of FOUR MILLION SEVEN HUNDRED

FOUR THOUSAND FOUR HUNDRED THIRTY-EIGHT DOLLARS ($4,704,438) or such other

amount as represents the aggregate unpaid principal amount of the Term Loan

made by the Lender pursuant to the Credit Agreement, in each case in lawful

money of the United States of America and in immediately available funds.  The Borrowers further agree, jointly and

severally, to pay interest on the unpaid principal amount outstanding hereunder

from time to time from the date hereof in like money at such office at at a

rate per annum equal to the Prime Rate plus a margin of three percent

(3%).  Interest shall accrue hereunder

from the date of each advance until the date of payment, shall be calculated on

the basis of a year of three hundred sixty (360) days and shall be payable for

the actual number of days elapsed (including the first day but excluding the

last day).  Interest shall be payable in

arrears on the last day of each calendar month and on the Maturity Date.  In the event of any repayment or prepayment

of any Loan, accrued interest on the principal amount repaid or prepaid shall

be payable on the date of such repayment or prepayment.




 




If any principal of or interest on any Loan or any fee

or other amount payable by the Borrowers hereunder or under the Credit

Agreement is not paid when due, whether at stated maturity, upon acceleration

or otherwise, such overdue amount shall bear interest, after as well as before

judgment, at a rate per annum equal to two percent (2%) plus the rate provided

above in this Note.




 




This Note is the Term Note referred to in the Amended

and Restated Credit Agreement dated as of December 7, 2001 (the “Credit

Agreement”), among the




 





























 




Borrowers and the Lender, is secured as provided therein and in the

Security Documents and is subject to optional and mandatory prepayment as set

forth in the Credit Agreement.




 




Upon the occurrence of any one or more of the Events

of Default specified in the Credit Agreement, all amounts then remaining unpaid

on this Note shall become, or may be declared to be, immediately due and

payable, all as provided in the Credit Agreement.




 




All parties now and hereafter liable with respect to

this Note, whether maker, principal, surety, guarantor, endorser or otherwise,

hereby waive presentment, demand, protest and all other notices of any kind.




 




Terms defined in the Credit Agreement are used herein

with their defined meanings unless otherwise defined herein.  This Note shall be governed by, and

construed and interpreted in accordance with, the laws of the State of

California.




 




The holder of this Note is authorized from time to

time to debit any accounts maintained by any Borrower with such holder for any

and all amounts payable by the Borrowers hereunder.




 




This Note may be executed in counterparts (and by

different parties hereto on different counterparts), each of which shall

constitute an original, but all of which when taken together shall constitute a

single contract.




 




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IN WITNESS WHEREOF, the parties hereto have caused

this Term Note to be duly executed by their respective authorized officers as

of the day and year first above written.




 




	

  HAUSER, INC.


  
	

   


  
	

   


  
	

  By:


  	

    /s/  Kenneth C. Cleveland


  	

   


  
	

   Name:  Kenneth C. Cleveland


  
	

   Title:  Chief Executive Officer


  
	

   


  
	

   


  
	

  HAUSER TECHNICAL SERVICES, INC.


  
	

   


  
	

   


  
	

  By:


  	

    /s/ 

  Thomas W. Hanlon


  	

   


  
	

   Name:  Thomas W. Hanlon


  
	

   Title:  Secretary and Treasurer


  
	

   


  
	

   


  
	

  BOTANICALS INTERNATIONAL EXTRACTS, INC.


  
	

   


  
	

   


  
	

  By:


  	

    /s/  Kenneth C. Cleveland


  	

   


  
	

   Name:  Kenneth C. Cleveland


  
	

   Title:  Chief Executive Officer


  
	

   


  
	

   


  
	

  ZETAPHARM, INC.


  
	

   


  
	

   


  
	

  By:


  	

    /s/  Thomas W. Hanlon


  	

   


  
	

   Name:  Thomas W. Hanlon


  
	

   Title:  Secretary and Treasurer


  





 




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