Unassociated Document


    SENIOR
SECURED PROMISSORY NOTE

    


    
      	
              $1,000,000.00

            	
              12,/31/08

            


    

    
      	
               
      

            	
              Santa
      Barbara, CA

            


    

    


    For value
received FIRST BLUSH, INC., a
Delaware corporation ("Payor"
or the
"Company")
promises to pay to ROSE HILL
GARDEN,
LLC or its
assigns ("Holder")
the principal sum of $1.000,000.00 with compounded interest on the
outstanding principal amount at the rate of 12% per annum. Interest shall
commence with the date hereof and shall continue on the outstanding principal
until paid in full. Interest shall be computed on the basis of a year of 365
days for the actual number of days elapsed.

    


    1.           This
note (the "Note") is issued as
part of a series of similar notes (collectively, the "Notes") to be issued pursuant to the terms
of that certain Loan Agreement (the "Agreement") dated as of September 1. 2008 (the
"Agreement Date") to the Holder.

    


    2.           All
payments of interest and principal shall be in lawful money of the United States
of America. All payments shall be applied first to accrued interest, and
thereafter to principal.

    


    3.           The outstanding principal balance of
this Note, together with interest accrued with respect thereto, shall be due and
payable in full within thirty (30) days of written demand by the Holder, and in no case shall this Note
remain outstanding and unpaid beyond two (2) years following the issuance hereof (the "Maturity Date").

    


    4.           In
the event of any default hereunder, Payor shall indemnify Holder for all costs
and expenses resulting from a claim of default (including reasonable attorneys
fees) and upon written notice shall pay directly all reasonable attorneys' fees
and court costs incurred by Holder in enforcing and collecting this
Note.

    


    5.           The
Payor shall have the right to repay all interest and principal under the Note
anytime prior to the Majority Date.

    


    6.           If
there shall be any event of Default hereunder, at the option and upon the
declaration of'the Holder of'this Note and upon written notice to the Payor
(which election and notice shall not be required in the case of an Event of
Default under Section 6(c) or 6(d)), this Note shall accelerate and all
principal and unpaid accrued interest shall become due and payable. The
occurrence of any one or more of the following shall constitute an Event of
Default:

    


    (a)           Payor
fails to pay timely any of the principal amount due under this Note on the date
the same becomes due and payable or any accrued interest or other amounts due
under this Note on the date the same becomes due and payable;

    


    (b)           Payor
shall default in its performance of any covenant under the
Agreement;

    


    (c)           Payor
files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of. or relating to,
debtors, now or hereafter in effect, or makes any assignment for the benefit of
creditors or takes any corporate action in furtherance of any of the
foregoing; or

     

    
      
        
        

      

      
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      (d)           An
involuntary petition is filed against Payor (unless such petition is dismissed
or discharged within sixty (60) days under any bankruptcy statute now or
hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit
of creditors (or other similar official) is appointed to take possession,
custody or control of any property of Payor.

      


      7.           Payor
hereby waives demand, notice, presentment, protest and notice of
dishonor.

      


      8.           This
Note shall be governed by and construed under the laws of the State of
California, as applied to agreements among California residents, made and to be
performed entirely within the State of California, without giving effect to
conflicts of laws principles.

      


      9.           This
Note is secured by the assets defined as "Collateral"
in the Security Agreement by and between Payor and Company, dated as of
September ___, 2007 (the "Security Agreement"). Reference is made to the
Security Agreement for a description of the Collateral covered thereby and the
rights, remedies and obligations of Payor and Holder in respect
thereto.

      


      10.           The
indebtedness evidenced by this Note is hereby expressly made senior to any and
all indebtedness owed by Payor. In no event shall Payor incur any third party
debt obligation that is senior to Payor's secured debt evidenced by this Note,
the Agreement and the Security Agreement, without the written agreement of
Holder, in each instances.

      


      11.           Any
term of this Note may be amended or waived with the written consent of Payor and
Holder.

      


      12.           This
Note may be transferred only upon its surrender to the Company for registration
of transfer, duly endorsed, or accompanied by a duly executed written instrument
of transfer in form satisfactory to the Company. Thereupon. this Note shall be
reissued to, and registered in the name of, the transferee, or a new Note for
like principal amount and interest shall be issued to, and registered in the
name of, the transferee. Interest and principal shall be paid solely to the
registered holder of this Note. Such payment shall constitute full discharge of
the Company's obligation to pay such interest and principal.

      


      


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        	 	FIRST BLUSH,
      INC.
	 	 	 	 
	
                 

              	
                By:
      

              	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


      

    

    
       

      
        
          
          

        

        
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