March 14, 2012 8K Exhibit 10.2




EXHIBIT 10.2


REVOLVING LINE OF CREDIT NOTE


	
$7,500,000.00
	
Fresno, California

	 	
April 1, 2012






FOR VALUE RECEIVED, the undersigned S&W SEED COMPANY ("Borrower") promises to pay to the order of WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at 8405 N. Fresno Street, Suite 200, Fresno, California 93720, or at
such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available
funds, the principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000.00), or so much thereof as may be advanced and
be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.


DEFINITIONS:


As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have
the meaning set forth at the place defined:


(a) "Business Day" means any day except a Saturday, Sunday or any other day on which commercial banks in California are
authorized or required by law to close.


(b) "Daily One Month LIBOR" means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month
period.


(c) "LIBOR" means the rate per annum (rounded upward, if necessary, to the

nearest whole 1/8 of 1%) and determined pursuant to the following formula:



LIBOR =          Base LIBOR         

                     100% - LIBOR Reserve Percentage







          (i) "Base LIBOR" means the rate per annum for United States dollar deposits quoted by Bank as the Inter-Bank Market
Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans
making reference thereto, for delivery of funds for one (1) month in an amount equal to the outstanding principal balance of this Note.
Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other
market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for
U.S. dollar deposits on the London Inter-Bank Market.


          (ii) "LIBOR Reserve Percentage" means the reserve percentage prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as
amended), adjusted by Bank for expected changes in such reserve  percentage during the term of this Note.


INTEREST:


(a)  Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year,
actual days elapsed) at a fluctuating rate per annum determined by Bank to be two percent (2.00%) above Daily One Month LIBOR in
effect from time to time. Each change in the rate of interest hereunder shall become effective on each Business Day a change in Daily
One Month LIBOR is announced within Bank. Bank is hereby authorized to note the date and interest rate applicable to this Note and
any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to
this Note, which notations shall be prima facie evidence of the accuracy of the information noted.


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(b) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts
due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income
and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future,
supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit
Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from
compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental
authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of
the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its
operations shall be conclusive and binding upon

Borrower.


(c) Payment of Interest. Interest accrued on this Note shall be payable on the 15th day of each month,
commencing May 15, 2012.


(d) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder
becomes due and payable by acceleration or otherwise, or at Bank's option upon the occurrence, and during the continuance of an
Event of Default, the outstanding principal balance of this Note shall bear interest at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this
Note.


BORROWING AND REPAYMENT:


(a) Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly
repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document
executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at
any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total
amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which
balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and
payable in full on April 1, 2014.


(b) Advances. Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at
the oral or written request of (i) Mark S. Grewal or Matthew K. Szot, any one acting alone, who are authorized to request advances and
direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office
designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which
advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the
fact that persons other than those authorized to request advances may have authority to draw requesting an  advance is or has been
authorized by Borrower.


(c) Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second,
to the outstanding principal balance hereof.


EVENTS OF DEFAULT:


This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and
Bank dated as of April 1, 2011, as amended from time to time (the "Credit Agreement"). Any default in the payment or performance of
any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under
this Note.


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MISCELLANEOUS:


(a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of
nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if
any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys'
fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the holder in
connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this
Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for
declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the
foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested
matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.


(b) Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of
each such Borrower shall be joint and several.


(c) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of
California.


IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.


S&W SEED COMPANY


By: /s/ Matthew K. Szot

   Matthew K. Szot, Senior Vice President,

   Chief Financial Officer




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