EXHIBIT

10.7




 




COPY




 




REVOLVING

CREDIT NOTE




 




	

  $10,750,000


  	

   


  	

  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 Bank, N.A., 333 South

Grand Avenue, 9th Floor, Los Angeles, California 90071, or at such other place

as the holder of this Note may direct, on August 31, 2003 (the “Maturity Date”)

in lawful money of the United States of America and in immediately available

funds, the principal amount of (a) TEN MILLION SEVEN HUNDRED FIFTY THOUSAND

DOLLARS ($10,750,000), or (B) such other amount as represents the aggregate

unpaid principal amount of all Revolving Loans made by the Lender pursuant to

the Credit Agreement (referred to below). 

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 a rate per annum equal to the Prime

Rate plus a margin of two percent (2%); provided that upon the timely payment

of all principal and interest payable under that certain Term Note issued by

the Borrowers in Favor of Lenders on December 7, 2001 in the amount of SEVEN

MILLION EIGHT HUNDRED FOUR THOUSAND FOUR HUNDRED THIRTY EIGHT DOLLARS

($7,804,438), and provided no Default or Event of Default shall have occurred

and be continuing, then effective as of such date, the interest rate will be

reduced to the Prime Rate plus one percent (1%).  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, other than a prepayment prior to the Maturity Date, 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 (i) in the case of overdue principal of

any Loan, two percent (2%) plus the rate otherwise applicable to such Loan




 





























 




as provided above in this Note, or (ii) in the case of any other

amount, the rate that would apply under (i) if such amount constitutes overdue

principal.




 




The holder of this Note is authorized to record on

Schedule 1 annexed hereto or on a continuation thereof the date, Type and

amount of each Revolving Loan made pursuant to the Credit Agreement, the date

and amount of each payment or repayment of principal thereof; provided,

however, that the failure to make any such recordation shall not affect the

obligations of the Borrowers in respect of such Revolving Loans.




 




This Note is the Revolving Credit Note referred to in

the 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.




 




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.




 




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.




 




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.




 





























 




IN WITNESS WHEREOF, the parties hereto have caused

this Revolving Credit 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


  





 





























 




SCHEDULE 1




TO REVOLVING CREDIT NOTE




LOANS AND PAYMENTS OF

REVOLVING LOAN




 




	

  Date


  	

   


  	

  Amount of


  Loans


  	

   


  	

  Amount of


  Principal Repaid


  	

   


  	

  Unpaid


  Principal


  Balance of


  Loans


  	

   


  	

  Notation


  Made By