CONTINUING SECURITY GREEMENT
WELLS FARGO BANK                                 RIGHTS TO PAYMENT AND INVENTORY
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    1. GRANT OF SECURITY INTEREST. For valuable  consideration,  the undersigned
VINIFERA, INC., or any of them ("Debtor"),  hereby grants and transfers to WELLS
FARGO BANK, NATIONAL  ASSOCIATION ("Bank") a security interest in' all accounts,
deposit accounts, chattel paper, instruments,  documents and general intangibles
(collectively  called  "Rights  to  Payment"),  now  existing  or  at  any  time
hereafter, and prior to the termination hereof, arising (whether they arise from
the  sale,  lease or other  disposition  of  inventory  or from  performance  of
contracts for service,  manufacture,  construction,  repair or otherwise or from
any other source whatsoever),  including all securities, guaranties, warranties,
indemnity agreements,  insurance policies and other agreements pertaining to the
same  or  the  property  described  therein,  and in all  goods  returned  by or
repossessed from Debtor's  customers,  together with a security  interest in all
inventory,  goods held for sale or lease or to be furnished  under contracts for
service, goods so leased or furnished,  raw materials,  component parts, work in
process or materials  used or consumed in Debtor's  business  and all  warehouse
receipts, bills of lading and other documents evidencing goods owned or acquired
by Debtor,  and all goods covered  thereby,  now or at any time  hereafter,  and
prior to the termination hereof, owned or acquired by Debtor,  wherever located,
and all  products  thereof  (collectively  called  "Inventory"),  whether in the
possession of Debtor,  warehousemen,  bailees or any other person, or in process
of delivery  and whether  located at  Debtor's  places of business or  elsewhere
(with all Rights to Payment and Inventory referred to herein collectively as the
"Collateral"),  together with whatever is receivable or received when any of the
Collateral  or  proceeds  thereof  are sold,  leased,  collected,  exchanged  or
otherwise  disposed of, whether such  disposition  is voluntary or  involuntary,
including  without  limitation,   all  Rights  to  Payment,  including  returned
premiums,  with respect to any insurance  relating to any of the foregoing,  and
all Rights to Payment with respect to any cause of action  affecting or relating
to any of the foregoing (hereinafter called "Proceeds").

    2. OBLIGATIONS  SECURED.  The obligations secured hereby are the payment and
performance  of: (a) all present and future  Indebtedness of Debtor to Bank; (b)
all obligations of Debtor and rights of Bank under this  Agreement;  and (c) all
present  and  future  obligations  of  Debtor to Bank of other  kinds.  The word
"Indebtedness" is used herein in its most  comprehensive  sense and includes any
and all advances,  debts, obligations and liabilities of Debtor, or any of them,
heretofore,  now or hereafter made,  incurred or created,  whether  voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated,  determined or undetermined,  and whether Debtor may
be liable  individually or jointly,  or whether recovery upon such  Indebtedness
may be or hereafter becomes unenforceable.

    3.  TERMINATION.  This Agreement will terminate upon the  performance of all
obligations of Debtor to Bank, including without limitation,  the payment of all
Indebtedness  of Debtor to Bank, and the  termination of all commitments of Bank
to extend credit to Debtor,  existing at the time Bank receives  written  notice
from Debtor of the termination of this Agreement.

    4.  OBLIGATIONS OF BANK. Bank has no obligation to make any loans hereunder.
Any money  received by Bank in respect of the  Collateral  may be deposited,  at
Bank's option, into a non-interest  bearing account over which Debtor shall have
no  control,  and  the  same  shall,  for all  purposes,  be  deemed  Collateral
hereunder.

    5.  REPRESENTATIONS  AND WARRANTIES.  Debtor represents and warrants to Bank
that:  (a) Debtor is the owner and has  possession or control of the  Collateral
and  Proceeds;  (b)  Debtor has the right to grant a  security  interest  in the
Collateral and Proceeds;  (c) all Collateral and Proceeds are genuine, free from
liens, adverse claims,  setoffs,  default,  prepayment,  defenses and conditions
precedent  of any kind or  character,  except  the  lien  created  hereby  or as
otherwise  agreed to by Bank,  or  heretofore  disclosed  by Debtor to Bank,  in
writing;  (d) all  statements  contained  herein and, where  applicable,  in the
Collateral  are true and  complete in all  material  respects;  (a) no financing
statement  covering any of the  Collateral  or Proceeds,  and naming any secured
party  other  than  Bank,  is on  file in any  public  office;  (f) all  persons
appearing to be obligated on Rights to Payment and Proceeds  have  authority and
capacity  to  contract  and are  bound as they  appear to be;  (g) all  property
subject to chattel  paper has been properly  registered  and filed in compliance
with law and to perfect  the  interest of Debtor in such  property;  and (h) all
Rights to Payment and Proceeds comply with all applicable laws concerning  form,
content and manner of preparation  and  execution,  including  where  applicable
Federal Reserve Regulation Z and any State consumer credit laws.

    6.   COVENANTS OF DEBTOR.

         (a) Debtor Agrees in general:  (i) to pay  Indebtedness  secured hereby
when  due;  (ii)  to  indemnify  Bank  against  all  losses,  claims,   demands,
liabilities and expenses of every kind caused by property subject hereto;  (iii)
to pay all costs and expenses, including reasonable attorneys' fees, incurred by
Bank in the perfection  and  preservation  of the Collateral or Bank's  interest
therein  and/or the  realization,  enforcement  and  exercise of Bank's  rights,
powers and remedies  hereunder;  (iv) to permit Bank to exercise its powers; (v)
to execute and deliver such documents as Bank deems necessary to create, perfect
and continue the security interests  contemplated hereby; and (vi) not to change
its chief place of business (or personal residence, if applicable) or the places
where Debtor keeps any of the  Collateral  or Debtor's  records  concerning  the
Collateral and Proceeds  without first giving Bank written notice of the address
to which Debtor is moving same.

         (b) Debtor agrees with regard to the  Collateral  and Proceeds,  unless
Bank agrees otherwise in writing: (i) to insure Inventory and, where applicable,
Rights to Payment with Bank as loss payee, in form, substance and amounts, under
agreements,   against  risks  and  liabilities,  and  with  insurance  companies
satisfactory to Bank;  (ii) not to use any Inventory or any unlawful  purpose or
in any way that would void any  insurance  required to be carried in  connection
therewith;  (iii) not to remove  Inventory  from Debtor's  premises,  except for
deliveries  to buyers in the  ordinary  course of Debtor's  business  and except
Inventory  which consists of mobile goods as defined in the  California  Uniform


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Commercial Code, in which case Debtor agrees not to remove or permit the removal
of the  Inventory  from its  state of  domicile  for a period  in  excess  of 30
calendar  days;  (iv) not to  permit  any  security  interest  in or lien on the
Collateral or Proceeds,  including  without  limitation,  liens arising from the
storage of Inventory,  except in favor of Bank; (v) not to sell,  hypothecate or
otherwise dispose of, nor permit the transfer by operation of law of, any of the
Collateral  or Proceeds or any  interest  therein,  except sales of Inventory to
buyers in the ordinary course of Debtor's  business;  (vi) to furnish reports to
Bank of all acquisitions, returns, sales and other dispositions of the Inventory
in such form and detail and at such times as Bank may  require;  (vii) to permit
Bank to inspect the Collateral at any time;  (viii) to keep, in accordance  with
generally  accepted  accounting   principles,   complete  and  accurate  records
regarding all  Collateral  and Proceeds,  and to permit Bank to inspect the same
and make copies  thereof at any reasonable  time;  (ix) if requested by Bank, to
receive and use reasonable  diligence to collect Rights to Payment and Proceeds,
in trust and as the property of Bank, and to immediately  endorse as appropriate
and deliver  such Rights to Payment and Proceeds to Bank daily in the exact form
in  which  they  are  received   together  with  a  collection  report  in  form
satisfactory  to Bank;  (x) not to  commingle  Rights to  Payment,  Proceeds  or
collections thereunder with other property;  (xi) to give only normal allowances
and credits and to advise Bank thereof immediately in writing if they affect any
Rights to Payment or  Proceeds  in any  material  respect;  (xii) on demand,  to
deliver to Bank  returned  property  resulting  from,  or payment equal to, such
allowances  or credits on any Rights to Payment or Proceeds  or to execute  such
documents  and do such  other  things  as Bank may  reasonably  request  for the
purpose of perfecting,  preserving  and enforcing its security  interest in such
returned property;  (xiii) from time to time, when requested by Bank, to prepare
and deliver a schedule of all Collateral and Proceeds  subject to this Agreement
and to assign in writing and deliver to Bank all accounts, contracts, leases and
other chattel paper,  instruments,  documents and other evidences thereof; (xiv)
in the event Bank  elects to receive  payments  of Rights to Payment or Proceeds
hereunder,  to pay  all  expenses  incurred  by Bank  in  connection  therewith,
including expenses of accounting, correspondence,  collection efforts, reporting
to account or contract debtors, filing,  recording,  record keeping and expenses
incidental thereto;  and (xv) to provide any service and do any other acts which
may be  necessary  to  maintain,  preserve  and protect all  Collateral  and, as
appropriate  and  applicable,  to  keep  all  Collateral  in good  and  saleable
condition in accordance with the standards and practices adhered to generally by
users  and  manufacturers  of like  property,  and to keep  all  Collateral  and
Proceeds free and clear of all defenses, rights of offset and counterclaims.

    7. POWERS OF BANK. Debtor appoints Bank its true attorney-in-fact to perform
any of the following powers, which are coupled with an interest, are irrevocable
until  termination  of this  Agreement and may be exercised from time to time by
Bank's  officers  and  employees,  or any of them,  whether  or not Debtor is in
default:  (a) to perform any obligation of Debtor  hereunder in Debtor's name or
otherwise;  (b) to give notice to account  debtors or others of Bank's rights in
the Collateral and Proceeds,  to enforce the same and make extension  agreements
with  respect  thereto;  (c) to release  persons  liable on Proceeds and to give
receipts and acquittances and compromise disputes in connection  therewith;  (d)
to release  security;  (e) to resort to security  in any order;  (f) to prepare,
execute,  file,  record or deliver notes,  assignments,  schedules,  designation
statements,   financing   statements,   continuation   statements,   termination
statements,  statements of assignment,  applications  for  registration  or like
papers to perfect,  preserve or release  Bank's  interest in the  Collateral and
Proceeds;  (g) to receive,  open and read mail addressed to Debtor;  (h) to take
cash,  instruments  for the payment of money and other property to which Bank is
entitled;  (i) to verify facts concerning the Collateral and Proceeds by inquiry
of obligors thereon, or otherwise,  in its own name or a fictitious name; (j) to
endorse,  collect, deliver and receive payment under instruments for the payment
of money constituting or relating to Proceeds; (k) to prepare,  adjust, execute,
deliver and receive payment under insurance  claims,  and to collect and receive
payment of and endorse any instrument in payment of loss or returned premiums or
any other  insurance  refund or return,  and to apply such  amounts  received by
Bank, at Bank's sole option, toward repayment of the Indebtedness or replacement
of the Collateral;  (l) to exercise all rights, powers and remedies which Debtor
would have, but for this Agreement,  with respect to all Collateral and Proceeds
subject  hereto;   (m)  to  enter  onto  Debtor's  premises  in  inspecting  the
Collateral;  (n) to make withdrawals from and to close deposit accounts or other
accounts with any financial  institution,  wherever located, into which Proceeds
may have been  deposited,  and to apply  funds so  withdrawn  to  payment of the
Indebtedness; (o) to preserve or release the interest evidenced by chattel paper
to which Bank is entitled  hereunder  and to endorse and  deliver  evidences  of
title  incidental  thereto;  and (p) to do all acts and things and  execute  all
documents  in the name of Debtor  or  otherwise,  deemed  by Bank as  necessary,
proper  and  convenient  in  connection  with the  preservation,  perfection  or
enforcement of its rights hereunder.

    8. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees
to pay, prior to delinquency,  all insurance premiums, taxes, charges, liens and
assessments against the Collateral and Proceeds,  and upon the failure of Debtor
to do so,  Bank at its option may pay any of them and shall be the sole judge of
the legality or validity thereof and the amount necessary to discharge the same.
Any such payments made by Bank shall be  obligations  of Debtor to Bank, due and
payable immediately upon demand,  together with interest at a rate determined in
accordance with the provisions of Section 15 herein, and shall be secured by the
Collateral and Proceeds, subject to all terms and conditions of this Agreement.

    9.  EVENTS  OF  DEFAULT.  The  occurrence  of  any of  the  following  shall
constitute an "Event of Default"  under this  Agreement:  (a) any default in the
payment or performance of any obligation, or any defined event of default, under
(i) any contract or instrument  evidencing any  Indebtedness,  or (ii) any other
agreement  between any Debtor and Bank,  including  without  limitation any loan
agreement, relating to or executed in connection with any Indebtedness;  (b) any
representation or warranty made by any Debtor herein shall prove to be incorrect
in any  material  respect  when made;  (c) any Default  shall fail to observe or
perform any obligation or agreement contained herein; (d) any attachment or like
levy on any property of any Debtor; and (e) Bank, in good faith, believes any or
all of the Collateral  and/or  Proceeds to be in danger of misuse,  dissipation,
commingling,  loss,  theft,  damage or destruction,  or otherwise in jeopardy or
unsatisfactory in character or value.

    10. REMEDIES.  Upon the occurrence of any Event of Default,  Bank shall have
the right to declare immediately due and payable all or any Indebtedness secured
hereby and to terminate any commitments to make loans or otherwise extend credit
to Debtor.  Bank shall have all other rights,  powers,  privileges  and remedies
granted to a secured party upon

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default under the California  Uniform  Commercial Code or otherwise  provided by
law, including without limitation, the right to contact all persons obligated to
Debtor on any Collateral or Proceeds and to instruct such persons to deliver all
Collateral and/or Proceeds directly to Bank. All rights, powers,  privileges and
remedies of Bank shall be cumulative.  No delay,  failure or  discontinuance  of
Bank in exercising any right, power,  privilege or remedy hereunder shall affect
or operate as a waiver of such right, power,  privilege or remedy; nor shall any
single  or  partial  exercise  of any such  right,  power,  privilege  or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right,  power,  privilege or remedy.  Any waiver,  permit,
consent or approval of any kind by Bank of any  default  hereunder,  or any such
waiver of any provisions or conditions  hereof,  must be in writing and shall be
effective  only to the extent set forth in writing.  It is agreed that public or
private sales,  for cash or on credit,  to a wholesaler or retailer or investor,
or user of property of the types subject to this  Agreement,  or public auction,
are all commercially  reasonable since differences in the sales prices generally
realized  in  the  different  kinds  of  sales  are  ordinarily  offset  by  the
differences in the costs and credit risks of such sales.

While an Event of Default  exists:  (a) Debtor will deliver to Bank from time to
time, as requested by Bank,  current lists of all Collateral  and Proceeds;  (b)
Debtor will not  dispose of any of the  Collateral  or Proceeds  except on terms
approved by Bank;  (c) at Bank's  request,  Debtor will assemble and deliver all
Collateral and Proceeds,  and books and records pertaining thereto, to Bank at a
reasonably convenient place designated by Bank; and (d) Bank may, without notice
to Debtor,  enter onto Debtor's  premises and take possession of the Collateral.
With respect to any sale by Bank of any  Collateral  subject to this  Agreement,
Debtor hereby  expressly  grants to Bank the right to sell such Collateral using
any or all of  Debtor's  trademarks,  trade  names,  trade  name  rights  and/or
proprietary labels or marks.

    11. DISPOSITION OF COLLATERAL AND PROCEEDS.  Upon the transfer of all or any
part of the Indebtedness, Bank may transfer all or any part of the Collateral or
Proceeds  and  shall be fully  discharged  thereafter  from  all  liability  and
responsibility  with  respect to any of the  foregoing so  transferred,  and the
transferee  shall be vested  with all rights and powers of Bank  hereunder  with
respect  to any  of the  foregoing  so  transferred;  but  with  respect  to any
Collateral or Proceeds not so transferred Bank shall retain all rights,  powers,
privileges and remedies herein given.  Any proceeds of any disposition of any of
the Collateral or Proceeds,  or any part thereof,  may be applied by Bank to the
payment of expenses incurred by Bank in connection with the foregoing, including
reasonable  attorneys'  fees, and the balance of such proceeds may be applied by
Bank toward the payment of the Indebtedness in such order of application as Bank
may from time to time elect.

    12. STATUTE OF LIMITATIONS.  Until all Indebtedness  shall have been paid in
full  and  all  commitments  by  Bank to  extend  credit  to  Debtor  have  been
terminated,  the  power of sale and all other  rights,  powers,  privileges  and
remedies  granted to Bank hereunder shall continue to exist and may be exercised
by Bank at any time  and from  time to time  irrespective  of the fact  that the
Indebtedness  or any part  thereof  may have  become  barred by any  statute  of
limitations,  or that the personal  liability of Debtor may have ceased,  unless
such liability shall have ceased due to the payment in full of all  Indebtedness
secured hereunder,

    13. MISCELLANEOUS.  (a) The obligations of Debtor are joint and several; (b)
Debtor  hereby waives any right (i) to require Bank to make any  presentment  or
demand, or give any notice of nonpayment or nonperformance,  protest,  notice of
protest  or notice of  dishonor  hereunder,  (ii) to direct the  application  of
payments or security for  Indebtedness of Debtor or indebtedness of customers of
Debtor, or (iii) to require  proceedings against others or to require exhaustion
of security;  and (c) Debtor  hereby  consents to  extensions,  forbearances  or
alterations  of the  terms of  Indebtedness,  the  release  or  substitution  of
security,  and the release of any  guarantors;  provided  however,  that in each
instance,   Bank  believes  in  good  faith  that  the  action  in  question  is
commercially  reasonable in that it does not  unreasonably  increase the risk of
nonpayment  of  the  Indebtedness  to  which  the  action  applies.   Until  all
Indebtedness  shall  have been paid in full,  no Debtor  shall have any right of
subrogation  or  contribution,  and each Debtor  hereby waives any benefit of or
right to  participate in any of the Collateral or Proceeds or any other security
now or hereafter held by Bank.

    14. NOTICES. All notices, requests and demands required under this Agreement
must be in writing, addressed to Bank at the address specified in any other loan
documents  entered into between  Debtor and Bank and to Debtor at the address of
its chief  executive  office (or personal  residence,  if applicable)  specified
below or to such other address as any party may  designate by written  notice to
each other party, and shall be deemed to have been given or made as follows: (a)
if personally delivered, upon delivery; (b) if sent by mail, upon the earlier of
the date of receipt or 3 days after  deposit in the U. S. mail,  first class and
postage prepaid; and (c) if sent by telecopy, upon receipt.

    15.  COSTS,   EXPENSES  AND  ATTORNEYS'  FEES.  Debtor  shall  pay  to  Bank
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 Bank's in-house  counsel),  expended or
incurred by Bank in exercising any right,  power,  privilege or remedy conferred
by this Agreement or in the enforcement adversary  proceeding,  contested matter
or motion  brought by Bank or any other  person)  relating  to Debtor or any way
affecting any of the  collateral or Bank's ability to exercise any of its rights
or remedies with respect  thereto.  All of the foregoing shall be paid by Debtor
with  interest  from the date of demand  until  paid in full at a rate per annum
equal to the greater of ten percent  (10%) or the Prime Rate in effect from time
to time. The "Prime Rate" is a base rate that Bank from time to time establishes
and  which  serves as the basis  upon  which  effective  rates of  interest  are
calculated for those loans making reference thereto.

    16. SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon and
inure  to  the   benefit  of  the  heirs,   executors,   administrators,   legal
representatives,  successors  and assigns of the parties,  and may be amended or
modified only in writing signed BY Bank and Debtor.

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    17.  OBLIGATIONS  OF  MARRIED  PERSONS.  Any  married  person who signs this
Agreement as Debtor hereby expressly agrees that recourse may be had against his
or her separate  property for all his or her Indebtedness to Bank secured by the
Collateral and Proceeds under this Agreement.

     18. SEVERABILITY OF PROVISIONS. If any provision of this Agreement Shall be
held to be prohibited by or invalid under  applicable  law, such provision shall
be ineffective  only to the extent of such  prohibition  or invalidity,  without
invalidating the remainder of such provision or any remaining provisions of this
Agreement,

      19.  GOVERNING LAW. This  Agreement  shall be governed by and construed in
accordance with the laws of the state of California.

      Debtor warrants that its chief executive office (or personal residence, if
applicable) is located at the following address:  4288 BODEGA AVENUE,  PETALUMA,
CA 94952

      Debtor  warrants that the Collateral  (except goods in transit) is located
or domiciled at the following additional addresses:  775 BAYWOOD DR., SUITE 213,
PETALUMA,  CA 94952

      IN WITNESS  WHEREOF,  this  Agreement has been duly executed as of MAY 15,
1999. VINIFERA, INC.

BY  /s/ J. Bouckaer
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       Joseph Bouckaert
Title:     President
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By:  /s/ Gilbert N. Milller
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       Gilbert N. Miller
Title:    Executive VP/CFO
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