WWW.EXFILE.COM, INC. -- 888-775-4789 -- LIFEWAY FOODS, INC. -- EXHIBIT 10.2 TO FORM 8-K


    
EXHIBIT 10.2

    
REVOLVING
NOTE

    


    
      	
              $5,000,000.00

            	
              Chicago,
      Illinois

              February
      6, 2009

            


    

    


    On the
Revolving Loan Maturity Date or on such earlier date as required by the Loan
Agreement (as defined below), FOR VALUE RECEIVED, the
undersigned (the “Borrowers”), jointly and
severally, promise to pay to the order of The PrivateBank and Trust Company (the
“Lender”) at Lender’s office at
120 South LaSalle Street, Chicago, Illinois 60603, or such other place as Lender
may designate from time to time hereafter, the principal amount of Five Million
and 00/100 Dollars ($5,000,000.00) or, if less, the aggregate unpaid principal
amount of all Loans made by Lender under the Revolving Loan pursuant to that
certain Loan and Security Agreement dated of even date herewith by and among
Borrowers and Lender (herein, as the same may be amended, modified or
supplemented, the “Loan
Agreement”) as shown on the Lender’s books and records. All capitalized
terms used herein without definition shall have the same meanings herein as such
terms are given in the Loan Agreement.

    


    This Note evidences those certain Loans
under the Revolving Loan Commitment made from time to time to Borrowers by
Lender under the Loan Agreement, and Borrowers hereby promise to pay interest at
the office described above on the Loans evidenced hereby at the rates and at the
times and in the manner specified therefor in the Loan Agreement.

    


    Repayments of principal hereon shall be
recorded by the Lender on the Lender’s books and records.  Borrowers
agree that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so recorded on a schedule to this Note or
recorded on the books and records of the Lender shall, absent demonstrable
error, be conclusive evidence of the amount of the Loans made by Lender to
Borrowers and the interest and payments thereon.

    


    This Note is issued by Borrowers under
the terms and provisions of the Loan Agreement and is secured by, among other
things, the Collateral and the Loan Documents and this Note and the holder
hereof is entitled to all of the benefits and security provided for thereby or
referred to therein, to which reference is hereby made for a statement
thereof.  This Note may be declared to be, or be and become, due prior
to its expressed maturity, voluntary prepayments may be made hereon, and certain
prepayments are required to be made hereon, all in the events, on the terms and
with the effects provided in the Loan Agreement.

    


    All of Lender’s rights and remedies are
cumulative and non-exclusive.  The acceptance by Lender of any partial
payment made hereunder after the time when any of the Obligations hereunder
become due and payable will not establish a custom, or waive any rights of
Lender to enforce prompt payment thereof.  Lender’s failure to require
strict performance by Borrowers of any provision of this Note shall not waive,
affect or diminish any right of Lender thereafter to demand strict compliance
and performance therewith.  Any waiver of an Event of Default
hereunder shall not suspend, waive or affect any other Event of Default
hereunder.  Except as provided in the Loan Agreement, each Borrower
and every endorser waives presentment, demand and protest and notice of
presentment, protest, default, non-payment, maturity, release, 

     

    
      
        
        

      

      
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    compromise,
settlement, extension or renewal of this Note.  Except as provided in
the Loan Agreement, each Borrower further waives any and all notice or demand to
which such Borrower might be entitled with respect to this Note by virtue of any
applicable statute or law (to the extent permitted by law)

    


    THIS NOTE SHALL BE DELIVERED AND
ACCEPTED IN AND SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS (BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.

    


    ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENT, SHALL
BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS;
PROVIDED THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION.  EACH OF THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE
PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.  EACH OF THE
BORROWERS FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS.  EACH OF THE BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

    


    THE LENDER AND EACH OF THE BORROWERS,
AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
NOTE, THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER
OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR NOTE
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE
LENDER AND ANY OF THE BORROWERS ARE ADVERSE PARTIES, AND EACH AGREE THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  THIS PROVISION IS A MATERIAL 

     

    
      
        
        

      

      
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    INDUCEMENT
FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE
BORROWERS.

    


    [signature
page attached]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           

        

         


      

      
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    IN WITNESS WHEREOF, this
Revolving Note has been duly executed as of the day and year first written
above.

    


    


     

    
      	      
              
                LIFEWAY
      FOODS, INC.

              

              


              


              
                By:   /s/ Julie
      Smolyansky

                
                  
      

              

              
                Title:  
      President and CEO
      
                  
                    
      

                

              

               

              FRESH
      MADE, INC.

              


              By:  
      /s/ Edward
      Smolyansky

                    
                
      


              Title:   
      President

                    
                
      


               

              LFI
      ENTERPRISES, INC.

              


                    
                
                  By:  
      /s/ Julie
      Smolyansky

                  
                    
      

                

                
                  Title:  
      President and CEO
      
                    
                      
      

                     

                  

                

              

              HELIOS
      NUTRITION LIMITED

              


                    
                
                  By:  
      /s/ Julie
      Smolyansky

                  
                    
      

                

                
                  Title:  
      President and CEO
      
                    
                      
      

                     

                  

                

              

              PRIDE
      OF MAIN STREET DAIRY, LLC

              


                    
                
                  By:  
      /s/ Julie
      Smolyansky

                  
                    
      

                

                
                  Title:  
      President and CEO
      
                    
                      
      

                     

                  

                

              

              STARFRUIT,
      LLC

              


                    
                
                  By:  
      /s/ Julie
      Smolyansky

                  
                    
      

                

                
                  Title:  
      President and CEO
      
                    
                      
      

                     

                  

                
 

            	 


    

     

    

      
        
          
             

          

           


        

        
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