ADDENDUM TO PROMISSORY NOTE


         THIS ADDENDUM is attached to and made a part of that certain promissory
note  executed  by  HENRY  WENDT  AND  VINIFERA,  INC.  (each  individually,   a
"Borrower") and payable to WELLS FARGO BANK, NATIONAL ASSOCIATION  ("Bank"),  or
order,  dated as of May 15, 1999,  in the  principal  amount of One Million Five
Hundred Thousand Dollars  ($1,500,000.00) (the "Note"). Each reference herein to
"Borrower"  shall  mean each and every  party,  collectively  and  individually,
defined above as a Borrower.

         The following provisions are hereby incorporated into the Note:

         1. So long as Bank remains committed to extend credit to Borrower under
this Note and until payment in full of all  obligations  of Borrower  hereunder,
Borrower  shall  provide  to  Bank  all of the  following,  in form  and  detail
satisfactory to Bank:

                  (a) not  later  than 90 days  after  and as of the end of each
         calendar  year,  a  financial  statement  of Henry  Wendt,  prepared by
         Borrower, to include balance sheet and income statement,  and within 30
         days after  filing,  but in no event later than each October 31, copies
         of Henry Wendt's filed federal income tax returns for such year;

                  (b) not  later  than 90 days  after  and as of the end of each
         fiscal year,  a financial  statement  of  Vinifera,  Inc.,  prepared by
         Borrower, to include balance sheet and income statement;  and within 30
         days after  filing,  but in no event later than each October 31, copies
         of Vinifera,  Inc.'s,  corporate  filed federal  income tax returns for
         such year,  prepared by a certified  public  accountant  acceptable  to
         Bank;

                  (c) from time to time such financial and other  information as
Bank may reasonably request.

         2.       YEAR 2000 COMPLIANCE:

             So long as Bank  remains  committed  to extend  credit to  Borrower
    under this Note and until  payment in full of all  obligations  of  Borrower
    hereunder,  Borrower  agrees to perform  all acts  reasonably  necessary  to
    ensure  that  (a)  Borrower  and any  business  in  which  Borrower  holds a
    substantial interest, and (b) all customers,  suppliers and vendors that are
    material to  Borrower's  business,  become Year 2000  Compliant  in a timely
    manner.  Such  acts  shall  include,   without   limitation,   performing  a
    comprehensive review and assessment of all of

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Borrower's  systems and adopting a detailed plan, with itemized budget,  for the
remediation,  monitoring and testing of such systems. As used herein, "Year 2000
Compliant"  shall mean, in regard to any entity,  that all  software,  hardware,
firmware,  equipment,  goods or systems  utilized by or material to the business
operations or financial  condition of such entity,  will  properly  perform date
sensitive  functions  before,  during and after the year 2000.  Borrower  shall,
immediately upon request,  provide to Bank such certifications or other evidence
of  Borrower's  compliance  with the terms  hereof as Bank may from time to time
require.

         3.  ARBITRATION:

         (a)  ARBITRATION.  Upon the demand of any party,  any Dispute  shall be
resolved by binding arbitration (except as set forth in (e) below) in accordance
with the terms of this Note. A "Dispute" shall mean any action,  dispute,  claim
or  controversy  of any kind,  whether in contract or tort,  statutory or common
law,  legal  or  equitable,  now  existing  or  hereafter  arising  under  or in
connection with, or in any way pertaining to, this Note and each other document,
contract and instrument required hereby or now or hereafter delivered to Bank in
connection  herewith  (collectively,  the "Documents"),  or any past, present or
future extensions of credit and other activities, transactions or obligations of
any kind  related  directly or  indirectly  to any of the  Documents,  including
without limitation, any of the foregoing arising in connection with the exercise
of any self-help,  ancillary or other remedies pursuant to any of the Documents.
Any  party  may by  summary  proceedings  bring an  action  in  court to  compel
arbitration  of a  Dispute.  Any  party  who  fails  or  refuses  to  submit  to
arbitration  following  a lawful  demand by any other party shall bear all costs
and  expenses  incurred by such other  party in  compelling  arbitration  of any
Dispute.

         (b) GOVERNING RULES.  Arbitration  proceedings shall be administered by
the American Arbitration  Association ("AAA") or such other administrator as the
parties  shall  mutually  agree  upon in  accordance  with  the  AAA  Commercial
Arbitration  Rules. All Disputes  submitted to arbitration  shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding any conflicting choice of law provision in any of the Documents.
The arbitration  shall be conducted at a location in California  selected by the
AAA or other  administrator.  If there is any  inconsistency  between  the terms
hereof and any such  rules,  the terms and  procedures  set forth  herein  shall
control. All statutes of limitation applicable to any Dispute shall apply to any
arbitration proceeding. All

<PAGE>

discovery  activities shall be expressly limited to matters directly relevant to
the Dispute being arbitrated. Judgment upon any award rendered in an arbitration
may be entered in any court having jurisdiction;  provided however, that nothing
contained  herein  shall be deemed to be a waiver by any party that is a bank of
the protections  afforded to it under 12 U.S.C.  ss.91 or any similar applicable
state law.

         (c) NO WAIVER;  PROVISIONAL  REMEDIES,  SELF-HELP AND  FORECLOSURE.  No
provision  hereof  shall  limit  the right of any  party to  exercise  self-help
remedies  such as setoff,  foreclosure  against or sale of any real or  personal
property collateral or security, or to obtain provisional or ancillary remedies,
including  without  limitation  injunctive  relief,  sequestration,  attachment,
garnishment  or the  appointment  of a  receiver,  from  a  court  of  competent
jurisdiction  before,  after or during the pendency of any  arbitration or other
proceeding.  The  exercise of any such  remedy  shall not waive the right of any
party to compel arbitration or reference hereunder.

         (d) ARBITRATOR  QUALIFICATIONS AND POWERS; AWARDS.  Arbitrators must be
active  members of the  California  State Bar or retired  judges of the state or
federal  judiciary  of  California,   with  expertise  in  the  substantive  law
applicable to the subject  matter of the Dispute.  Arbitrators  are empowered to
resolve  Disputes by summary  rulings in response to motions  filed prior to the
final  arbitration  hearing.  Arbitrators  (i) shall  resolve  all  Disputes  in
accordance with the  substantive law of the state of California,  (ii) may grant
any  remedy or relief  that a court of the state of  California  could  order or
grant within the scope hereof and such ancillary  relief as is necessary to make
effective  any award,  and (iii)  shall have the power to award  recovery of all
costs and fees, to impose  sanctions and to take such other actions as they deem
necessary  to the same  extent a judge could  pursuant  to the Federal  Rules of
Civil  Procedure,  the California  Rules of Civil Procedure or other  applicable
law. Any Dispute in which the amount in  controversy is $5,000,000 or less shall
be decided by a single  arbitrator who shall not render an award of greater than
$5,000,000  (including  damages,  costs, fees and expenses).  By submission to a
single  arbitrator,  each party  expressly  waives any right or claim to recover
more than  $5,000,000.  Any Dispute in which the amount in  controversy  exceeds
$5,000,000  shall be decided by majority  vote of a panel of three  arbitrators;
provided however,  that all three  arbitrators must actively  participate in all
hearings and deliberations.

<PAGE>

         (e) JUDICIAL REVIEW.  Notwithstanding  anything herein to the contrary,
in any arbitration in which the amount in controversy exceeds  $25,000,000,  the
arbitrators  shall be required to make  specific,  written  findings of fact and
conclusions of law. In such  arbitrations (A) the arbitrators shall not have the
power to make any award which is not supported by substantial  evidence or which
is based on legal  error,  (B) an award  shall not be binding  upon the  parties
unless the  findings  of fact are  supported  by  substantial  evidence  and the
conclusions of law are not erroneous  under the  substantive law of the state of
California,  and (C) the parties shall have in addition to the grounds  referred
to in the Federal Arbitration Act for vacating, modifying or correcting an award
the right to judicial review of (1) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,   and  (2)  whether  the
conclusions  of law are  erroneous  under  the  substantive  law of the state of
California.  Judgment  confirming  an award in such a proceeding  may be entered
only if a court  determines the award is supported by  substantial  evidence and
not based on legal error under the substantive law of the state of California.

         (f)  REAL  PROPERTY  COLLATERAL;  JUDICIAL  REFERENCE.  Notwithstanding
anything herein to the contrary, no Dispute shall be submitted to arbitration if
the Dispute concerns indebtedness secured directly or indirectly, in whole or in
part,  by any real  property  unless  (i) the  holder of the  mortgage,  lien or
security   interest   specifically   elects  in  writing  to  proceed  with  the
arbitration, or (ii) all parties to the arbitration waive any rights or benefits
that  might  accrue to them by virtue  of the  single  action  rule  statute  of
California,  thereby  agreeing  that all  indebtedness  and  obligations  of the
parties,  and  all  mortgages,   liens  and  security  interests  securing  such
indebtedness and obligations,  shall remain fully valid and enforceable.  if any
such Dispute is not submitted to arbitration, the Dispute shall be referred to a
referee in accordance with  California  Code of Civil  Procedure  Section 638 et
seq.,  and this  general  reference  agreement  is intended  to be  specifically
enforceable   in   accordance   with  said  Section  638.  A  referee  with  the
qualifications required herein for arbitrators shall be selected pursuant to the
AAA's  selection  procedures.  Judgment upon the decision  rendered by a referee
shall be  entered  in the  court in  which  such  proceeding  was  commenced  in
accordance with California Code of Civil Procedure Sections 644 and 645.

         (g)  MISCELLANEOUS.  To the maximum  extent  practicable,  the AAA, the
arbitrators  and the parties  shall take all action  required  to  conclude  any
arbitration proceeding

<PAGE>

within 180 days of the filing of the  Dispute  With the AAA.  No  arbitrator  or
other party to an arbitration Proceeding may disclose the existence,  content or
results  thereof,  except for  disclosures of information by a party required in
the ordinary course of its business, by applicable law or regulation,  or to the
extent  necessary to exercise any judicial  review rights set forth  herein.  If
more than one agreement for  arbitration by or between the partlie3  potentially
applies to a Dispute,  the  arbitration  provision most directly  related to the
Documents or the subject matter of the Dispute shall  control.  This Note may be
amended  or  modified  only in  writing  signed  by Bank  and  Borrower.  If any
provision  of this  Note  shall be held to be  prohibited  by or  invalid  under
applicable law, such provision  invalidity be ineffective  only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder ok such
provision or any remaining  provisions of this Note. This arbitration  provision
shall  survive  termination,  amendment or expiration of any of the Documents or
any relationship between the parties.


         IN WITNESS WHEREOF, this Addendum has been executed as of the same date
as the Note.



/s/ Henry Wendt
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    Henry Wendt


VINIFERA, INC.

By: /s/ J. Bouckaert
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       Joseph Bouckaert
Title:    President
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By: /s/ Gilbert N. Miller
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        Gilbert N. Miller
Title:    Exec. VP/CFO
-------------------------------