WELLS FARGO BANK                                   REVOLVING LINE OF CREDIT NOTE
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$1,500,000.00                                             SANTA ROSA, CALIFORNIA
                                                                    MAY 15, 1999

    FOR  VALUE  RECEIVED,  the  undersigned  HENRY  WENDT  AND  VINIFERA,   INC.
("Borrower")  promises  to  pay to the  order  of  WELLS  FARGO  BANK,  NATIONAL
ASSOCIATION  ("Bank") at its office at NORTH COAST RCBO, 200 B STREET SUITE 300,
SANTA ROSA, CA 95401, 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 $1,500,000.00, 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)  "Fixed  Rate Term"  means a period  commencing  on a  Business  Day and
continuing for 1,2,3,6,  OR 12 MONTHS,  as designated by Borrower,  during which
all or a  portion  of the  outstanding  principal  balance  of this  Note  bears
interest determined in relation to LIBOR;  provided however,  that no Fixed Rate
Term may be selected for a principal amount less than $500,000.00;  and provided
further, that no Fixed Rate Term shall extend beyond the scheduled maturity date
hereof.  If any Fixed Rate Term would end on a day which is not a Business  Day,
then such Fixed Rate Term shall be extended to the next succeeding Business Day.

    (c) "LIBOR" means the rate per annum (rounded upward,  if necessary,  to the
nearest whole 1/8 of 1%) determined by dividing Base LIBOR by a percentage equal
to 100% less any 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, on the first day of a Fixed Rate Term for delivery of funds on
         said date for a period  of time  approximately  equal to the  number of
         days in such  Fixed Rate Term and in an amount  approximately  equal to
         the principal  amount to which such Fixed Rate Term  applies.  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 applicable Fixed
         Rate Term.

    (d)  "Prime  Rate"  means at any time the  rate of  interest  most  recently
announced  within  Bank at its  principal  office  as its Prime  Rate,  with the
understanding  that the Prime Rate is one of Bank's base rates and serves as the
basis upon which  effective  rates of interest  are  calculated  for those loans
making reference  thereto,  and is evidenced by the recording  thereof after its
announcement in such internal publication or publications as Bank may designate.

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) either
(i) at a fluctuating  rate per annum EQUAL TO the Prime Rate in effect from time
to time,  or (ii) at a fixed rate per annum  determined  by Bank to be  1.25000%
above LIBOR in effect on the first day of the applicable  Fixed Rate Term.  When
interest is determined in relation to the Prime Rate, each change in the rate of
interest  hereunder shall become effective on the date each Prime Rate change is
announced  within Bank.  With respect to each LIBOR  selection  option  selected
hereunder,  Bank is  hereby  authorized  to note  the  date,  principal  amount,
interest  rate and Fixed Rate Term  applicable  thereto  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.

    (b) SELECTION OF INTEREST RATE OPTIONS. At any time any portion of this Note
bears interest  determined in relation to LIBOR, it may be continued by Borrower
at the end of the Fixed  Rate Term  applicable  thereto so that all or a portion
hereof bears interest determined in relation to the Prime Rate or to LIBOR for a
new Fixed Rate Term designated by Borrower. At any time any portion of this Note
bears  interest  determined in relation to the Prime Rate,  Borrower may convert
all or a portion  thereof so that it bears  interest  determined  in relation to
LIBOR for a Fixed Rate Term  designated  by  Borrower.  At such time as Borrower
requests an advance  hereunder  or wishes to select a LIBOR  option for all or a
portion of the  outstanding  principal  balance  hereof,  and at the end of each
Fixed Rate Term,  Borrower shall give Bank notice  specifying:  (i) the interest
rate option selected by Borrower; (ii) the principal amount subject thereto; and
(iii) for each LIBOR  selection,  the length of the applicable  Fixed Rate Term.
Any such notice may be given by telephone so long as, with respect to each LIBOR
selection, (A) Bank receives written confirmation from Borrower not later than 3
Business Days after such telephone notice is given, and (B) such notice is given
to Bank prior to 10:00 a.m., California time, on the

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first  day  of  the  Fixed Rate Term. For each LIBOR option requested hereunder,
Bank will quote the  applicable  fixed rate to Borrower at  approximately  10:00
a.m., California time, on the first day of the Fixed Rate Term. If Borrower does
not  immediately  accept the rate quoted by Bank, any  subsequent  acceptance by
Borrower shall be subject to a  redetermination  by Bank of the applicable fixed
rate; provided however,  that if Borrower fails to accept any such rate by 11:00
a.m.,  California  time, on the Business Day such  quotation is given,  then the
quoted  rate shall  expire and Bank shall have no  obligation  to permit a LIBOR
option to be selected on such day.  If no  specific  designation  of interest is
made at the time any advance is  requested  hereunder or at the end of any Fixed
Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection
for such advance or the principal amount to which such Fixed Rate Term applied.

    (c) ADDITIONAL LIBOR PROVISIONS.

         (i) If Bank at any time shall  determine  that for any reason  adequate
         and reasonable  means do not exist for  ascertaining  LIBOR,  then Bank
         shall promptly give notice thereof to Borrower. If such notice is given
         and until such notice has been withdrawn by Bank, then (A) no new LIBOR
         option  may be  selected  by  Borrower,  and  (B)  any  portion  of the
         outstanding principal balance hereof which bears interest determined in
         relation  to  LIBOR,  subsequent  to the  end of the  Fixed  Rate  Term
         applicable  thereto,  shall bear interest determined in relation to the
         Prime Rate.

         (ii) If any law, treaty,  rule,  regulation or determination of a court
         or   governmental   authority   or  any   change   therein  or  in  the
         interpretation  or application  thereof (each, a "Change in Law") shall
         make  it  unlawful  for  Bank  (A)  to  make  LIBOR  options  available
         hereunder,  or (B) to maintain  interest rates based on LIBOR,  then in
         the  former  event,  any  obligation  of Bank to  make  available  such
         unlawful  LIBOR options  shall  immediately  be  cancelled,  and in the
         latter  event,  any  such  unlawful  LIBOR-based  interest  rates  then
         outstanding  shall be converted,  at Bank's option, so that interest on
         the portion of the  outstanding  principal  balance  subject thereto is
         determined in relation to the Prime Rate; provided however, that if any
         such  Change in Law shall  permit  any  LIBOR-based  interest  rates to
         remain in effect until the expiration of the Fixed Rate Term applicable
         thereto,  then such permitted LIBOR-based interest rates shall continue
         in effect  until the  expiration  of such  Fixed  Rate  Term.  Upon the
         occurrence of any of the foregoing  events,  Borrower shall pay to Bank
         immediately  upon demand such amounts as may be necessary to compensate
         Bank for any fines, fees, charges, penalties or other costs incurred or
         payable by Bank as a result thereof and which are  attributable  to any
         LIBOR options made available to Borrower hereunder,  and any reasonable
         allocation  made by Bank among its  operations  shall be conclusive and
         binding upon Borrower.

         (iii) If any Change in Law or  compliance  by Bank with any  request or
         directive  (whether  or not having  the force of law) from any  central
         bank or other governmental authority shall:

         (A)  subject Bank to any tax,  duty or other charge with respect to any
              LIBOR options, or change the basis of taxation of payments to Bank
              of principal, interest, fees or any other amount payable hereunder
              (except  for  changes in the rate of tax on the overall net income
              of Bank); or

         (B)  impose,  modify or hold applicable any reserve,  special  deposit,
              compulsory  loan or similar  requirement  against  assets held by,
              deposits or other  liabilities in or for the account of,  advances
              or loans by, or any other  acquisition  of funds by any  office of
              Bank; or

         (C)  impose on Bank any other condition;

and the  result  of any of the  foregoing  is to  increase  the  cost to Bank of
making, renewing or maintaining any LIBOR options hereunder and/or to reduce any
amount  receivable  by Bank in  connection  therewith,  then in any  such  case,
Borrower  shall pay to Bank  immediately  upon  demand  such  amounts  as may be
necessary to compensate  Bank for any  additional  costs incurred by Bank and/or
reductions  in amounts  received  by Bank which are  attributable  to such LIBOR
options.  In  determining  which costs  incurred by Bank  and/or  reductions  in
amounts received by Bank are attributable to any LIBOR options made available to
Borrower hereunder,  any reasonable allocation made by Bank among its operations
shall be conclusive and binding upon Borrower.

    (d) PAYMENT OF INTEREST.  Interest  accrued on this Note shall be payable on
the 1ST day of each MONTH, commencing JUNE 1, 1999.

    (e) 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,  the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day  year,  actual  days  elapsed)  equal to 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 any
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 MAY 1, 2000.

    (b) ADVANCES.  Advances hereunder,  to the total amount of the principal sum
available hereunder, may be made by the holder at the oral or written request of
(i)  _______________________________________________________,I  any

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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 account of any
Borrower  with  the  holder,  which  advances,  when  so  deposited,   shall  be
conclusively  presumed to have been made to or for the benefit of each  Borrower
regardless  of the fact that  persons  other  than those  authorized  to request
advances may have authority to draw against such account.  The holder shall have
no  obligation to determine  whether any person  requesting an advance is or has
been authorized by any 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.  All payments  credited to principal shall be applied
first,  to the outstanding  principal  balance of this Note which bears interest
determined in relation to the Prime Rate, if any, and second, to the outstanding
principal  balance of this Note which bears  interest  determined in relation to
LIBOR, with such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

    (a) PRIME RATE.  Borrower  may prepay  principal on any portion of this Note
which bears  interest  determined  in relation to the Prime Rate at any time, in
any amount and without penalty.

    (b) LIBOR.  Borrower may prepay  principal on any portion of this Note which
bears  interest  determined  in relation to LIBOR at any time and in the minimum
amount of  $500,000.00;  provided  however,  that if the  outstanding  principal
balance  of such  portion  of this Note is less than said  amount,  the  minimum
prepayment amount shall be the entire outstanding  principal balance thereof. In
consideration  of Bank providing this prepayment  option to Borrower,  or if any
such  portion of this Note shall become due and payable at any time prior to the
last day of the Fixed Rate Term applicable thereto by acceleration or otherwise,
Borrower shall pay to Bank immediately upon demand a fee which is the sum of the
discounted  monthly  differences  for each  month  from the month of  prepayment
through the month in which such Fixed Rate Term  matures,  calculated as follows
for each such month:

         (i)  DETERMINE  the amount of interest  which would have  accrued  each
         month on the amount  prepaid at the interest  rate  applicable  to such
         amount had it remained outstanding until the last day of the Fixed Rate
         Term applicable thereto.

         (ii)  SUBTRACT  from the amount  determined  in (i) above the amount of
         interest  which  would  have  accrued  for the same month on the amount
         prepaid  for the  remaining  term of such  Fixed  Rate Term at LIBOR in
         effect on the date of  prepayment  for new loans made for such term and
         in a principal amount equal to the amount prepaid.

         (iii) If the  result  obtained  in (ii) for any month is  greater  than
         zero, discount that difference by LIBOR used in (ii) above.

Each  Borrower  acknowledges  that  prepayment of such amount may result in Bank
incurring  additional  costs,  expenses  and/or  liabilities,  and  that  it  is
difficult  to  ascertain  the  full  extent  of  such  costs,   expenses  and/or
liabilities.  Each  Borrower,  therefore,  agrees  to  pay  the  above-described
prepayment fee and agrees that said amount  represents a reasonable  estimate of
the prepayment costs,  expenses and/or liabilities of Bank. If Borrower fails to
pay any  prepayment  fee when  due,  the  amount  of such  prepayment  fee shall
thereafter  bear interest  until paid at a rate per annum 2.000% above the Prime
Rate in effect  from  time to time  (computed  on the  basis of a 360-day  year,
actual days  elapsed).  Each change in the rate of interest on any such past due
prepayment  fee shall  become  effective  on the date each Prime Rate  change is
announced within Bank.

EVENTS OF DEFAULT:

        The  occurrence  of any of the following  shall  constitute an "Event of
Default" under this Note:

    (a) The failure to pay any principal,  interest,  fees or other charges when
due  hereunder  or under  any  contract,  instrument  or  document  executed  in
connection with this Note.

    (b) The filing of a petition by or against any  Borrower,  any  guarantor of
this Note or any general  partner or joint  venturer in any Borrower  which is a
partnership or a joint venture (with each such guarantor, general partner and/or
joint  venturer  referred  to  herein  as a "Third  Party  Obligor")  under  any
provisions of the Bankruptcy  Reform Act, Title 11 of the United States Code, as
amended  or  recodified  from time to time,  or under any  similar  or other law
relating to bankruptcy, insolvency,  reorganization or other relief for debtors;
the  appointment of a receiver,  trustee,  custodian or liquidator of or for any
part of the assets or property  of any  Borrower  or Third  Party  Obligor;  any
Borrower or Third Party Obligor becomes  insolvent,  makes a general  assignment
for the benefit of creditors or is generally not paying its debts as they become
due; or any  attachment  or like levy on any  property of any  Borrower or Third
Party Obligor.

    (c) The  death or  incapacity  of any  individual  Borrower  or Third  Party
Obligor,  or the  dissolution  or  liquidation  of any  Borrower  or Third Party
Obligor  which is a  corporation,  partnership,  joint  venture or other type of
entity.

    (d) Any  default in the payment or  performance  of any  obligation,  or any
defined event of default,  under any  provisions of any contract,  instrument or
document  pursuant to which any Borrower or Third Party Obligor has incurred any
obligation for borrowed money,  any purchase  obligations or any other liability
of any kind to any person or entity, including the holder.

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<PAGE>

    (e) Any financial  statement provided by any Borrower or Third Party Obligor
to Bank proves to be incorrect, false or misleading in any material respect.

    (f) Any sale or Transfer  of all or a  substantial  or  material  pan of the
assets of any Borrower or Third Party Obligor other than in the ordinary  course
of its business.

    (g) Any  violation or breach of any  provision  of, or any defined  event of
default  under,  any  addendum  to this  Note or any loan  agreement,  guaranty,
security  agreement,  dead of trust,  mortgage  or other  document  executed  in
connection with or securing this Note.

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 each Borrower, and the
obligation,  if any,. of the holder to extend any further credit hereunder shall
immediately  cease  and  terminate.  Each  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 any
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/ 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/ Gillbert N. Miller
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        Gilbert N. Miller
Title:    Executive VP/CFO
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