**Exhibit 10.48**

**PROMISSORY NOTE SECURED BY DEED OF TRUST**
| $2,200,000.00 |   | ____________, California |
|---------------|--------|--------------------------|
|          |   | August 13, 2001          |

              1.           FORVALUE RECEIVED, **FRESH CHOICE, INC.,**a Delaware corporation, **("Borrower")**,promises to pay to the order of **MID-PENINSULABANK,** a California banking corporation (**"Bank"**), c/o Greater Bay Bancorp, 2860 West BayshoreBoulevard, Palo Alto, CA 94303, or at such other place as Bank may from time totime designate in writing, the principal sum of Two Million Two HundredThousand and No/100ths Dollars ($2,200,000.00) (the **"Maximum Loan Amount"**), or so much of that sum asmay be advanced under this Promissory Note Secured by Deed of Trust (**"Note"**), plus interest asspecified in this Note from the date of disbursement.  This Note evidences a loan (**"Loan"**)from Bank to Borrower.

              2.           (a)The principal sum outstanding from time to time shall bear interest at the NoteRate, as defined below, and such interest shall be calculated at a daily rateof 1/360ths of one (1) year's interest at the Note Rate times the number ofdays that principal is outstanding.  The**"Note Rate"** shall beequal to five eighths of one percentage point (0.625%) per annum in excess ofthe Prime Rate in effect from time to time. The **"Prime Rate"**shall be equal to the Wall Street Journal Prime Rate as quoted daily in themoney and investing section of the Western Edition of the Wall Street Journal.

                            (b) The Note Rate shall be subject toadjustment for any increase or decrease in the Prime Rate effective as of thedate of each such change.  Should theWall Street Journal Prime Rate no longer exist, the Prime Rate shall be deemedto be the average prime interest rate for each calendar month (as of the firstday of each such calendar month) of the three largest (total assets) banking institutionsin the continental United States then determining such prime interest rate.

              3.           Principaland interest shall be payable as follows:

                            (a)         Interestonly shall be payable on September 2, 2001.

                            (b)         Commencingon the second day of October, 2001, and continuing on the second day of eachcalendar month thereafter for eighty-two (82) additional months, monthlyinstallments of principal and interest shall be due and payable. Initially, theamount of the monthly principal and interest installment shall be equal to theamount which would be payable in order to fully amortize the outstandingprincipal balance hereof as of September 2, 2001  based upon the Note Rate in effect as of September 2, 2001 and afifteen (15) year amortization period. Thereafter, the monthly principal andinterest installments shall, at the sole option of Bank,  be subject to adjustment in response to anychanges in the Note Rate to an amount which would be payable in order to fullyamortize the then outstanding principal balance hereof  based upon the revised Note Rate then ineffect and an amortization period of fifteen (15) years less the number ofmonths elapsed since  September 2, 2001,such change in the monthly installment payments of principal and interest totake effect on the first day of the first calendar month following such changein the Note Rate.

                            (c)         Allunpaid principal and interest shall be due and payable in full on September 2,2008 (the “**Maturity Date**”), or theaccelerated maturity date, whichever shall first occur.

              4.           Uponthe execution hereof, Borrower shall pay to Bank in addition to its obligationto pay interest on the indebtedness evidenced hereby, a loan fee in the amountof Sixteen Thousand Five Hundred and 00/100ths Dollars ($16,500.00).

              5.           Theprincipal sum of this Note and all accrued and unpaid interest thereon may beprepaid in whole or in part, at any time without penalty or premium.

              6.           Borrowerrecognizes that default by Borrower in making the payments herein and in theDeed of Trust, as defined below, agreed to be paid when due will result in Bankincurring additional expense in servicing the Loan, in loss to Bank of the useof the money due and in frustration to Bank in meeting its loancommitments.  Borrower agrees that, iffor any reason Borrower fails to pay when due any payment due under this Note,any amount advanced by Bank under the Deed of Trust or the amount due on theMaturity Date or the accelerated maturity date, as applicable, Bank shall beentitled to damages for the detriment caused thereby, but that it is extremelydifficult and impractical to ascertain the extent of such damages.

                            Borrower therefore agrees that a reasonableestimate of such damages to Bank is as follows:

                            6.1         Inthe event Borrower fails to pay any installment payment of interest andprincipal within ten (10) days after the same is due then Borrower shall pay toBank an amount equal to five percent (5%) of each such delinquent installmentpayment of interest and principal ("**LateCharge**").

                            6.2         Inthe event Borrower fails to reimburse Bank for any amount advanced by or forthe account of Bank which is due hereunder or under the Deed of Trust withinten (10) days after such advance is made by Bank to Borrower, then suchunreimbursed amount shall thereafter bear interest at the Default Rate, ashereinafter defined, until paid (**"DefaultInterest"**).  The term **"Default Rate"** shall be definedas an interest rate equal to three percent (3%) above the Note Rate in effectfrom time to time, such interest to be compounded annually.

                            6.3         Inthe event the payment of principal and accrued but unpaid interest due on theMaturity Date or the accelerated maturity date, as applicable, is not made infull when due, then said unpaid amounts shall thereafter bear interest at theDefault Rate, until paid, such interest to be compounded annually.

              7.           This Note is secured by a Deed ofTrust, Financing Statement, Security Agreement and Fixture Filing (withAssignment of Rents and Leases) of even date herewith ("**Deed of Trust**"), granted in favor ofBank as beneficiary, and by other collateral. This Note and the Deed of Trust are two of several loan documentsexecuted by Borrower of even date herewith in connection with the Loan(collectively, the "**Loan Documents**").  Some or all of the Loan Documents containprovisions for the acceleration of the maturity of this Note.

              8.           Ifany of the payments required by the terms hereof shall not be paid withinten (10) days of the date when the same becomes due, or if the payment dueon the Maturity Date is not paid when due, whether by acceleration orotherwise, or upon the occurrence of an "**Eventof Default**" under and as defined in the Deed of Trust whichremains uncured or has not been waived upon the expiration of all applicablecure periods, then, or at any time thereafter, the whole of the unpaidprincipal and interest owing on this Note shall, at the option of Bank andwithout notice, become immediately due and payable.  This option may be exercised at any time after any such event andthe acceptance of one or more installments or other payments from any personthereafter shall not constitute a waiver of Bank’s option.  Bank’s failure to exercise said option inconnection with any particular event or series of events shall not be construedas a waiver of the provisions hereof as regards any subsequent event.

              2.           Allamounts payable under this Note are payable in lawful money of the UnitedStates.  Checks constitute payment onlywhen collected.  Each payment is to beapplied when received first to the payment of any Late Charge, as definedherein, then due, next to any unreimbursed sums previously advanced by Bankunder the Deed of Trust, with interest thereon at the Default Rate, next toaccrued but unpaid interest and any balance shall be used to reduce theprincipal balance of this Note.

              3.           (i) Ifafter default this Note be placed in the hands of an attorney or attorneys forcollection (ii) if after a default hereunder or after an Event of Defaultunder and as defined in the Deed of Trust or under any document referred totherein, Bank finds it necessary or desirable to secure the services or adviceof one or more attorneys with regard to collection of this Note againstBorrower, any guarantor or any other party liable therefor or for the protectionof its rights under this Note, the Deed of Trust or other security for thisNote, or (iii) if Bank seeks to have the real property described in theDeed of Trust abandoned by or reclaimed from any estate in bankruptcy, orattempts to have any stay or injunction prohibiting the enforcement orcollection of this Note, prohibiting the foreclosure of the Deed of Trust orprohibiting the enforcement of the Deed of Trust or any other agreementevidencing or securing this Note lifted by any bankruptcy or other court, Bankshall be entitled to reasonable attorneys’ fees and all related costs incurredin connection with such proceedings (including, but not limited to, all suchattorneys’ fees and costs incurred in any appellate proceedingsand/or in the enforcement of any judgment or award rendered in any suchproceeding).

              4.           IfBank shall be made a party to or shall intervene in any action or proceeding,whether in court or before any governmental agency, affecting the real propertydescribed in the Deed of Trust, or the title thereto or the interest of Bankunder the Deed of Trust, including without limitation any form of condemnationor eminent domain proceeding, Bank shall be reimbursed by Borrower immediatelyupon demand for all costs, charges, and attorneys’ fees incurred by Bank in anysuch case, and the same shall be secured by the Deed of Trust as a furthercharge and lien upon the real property described in the Deed of Trust.

              5.           The acceptance by Bank of anypayments under this Note after the date that such payment is due shall notconstitute a waiver of the rights to require prompt payment when due of futureor succeeding payments or to declare a default as herein provided for anyfailure to so pay.  The acceptance byBank of the payment of a portion of any installment at any time that suchinstallment is in its entirety due and payable shall not cure such default andshall not constitute a waiver of Bank’s rights to require full payment when dueof all future or succeeding installments.

              6.           ThisNote is governed by the laws of the State of California.

              7.           Borrowershall have no right to assign its rights hereunder or to transfer all or anyportion of or any interest in the real property described in the Deed of Trust,except as may be permitted under the terms of the Deed of Trust.

              8.           IfBank delays in exercising or fails to exercise any of its rights under thisNote, that delay or failure will not constitute a waiver of any of Bank’srights or of any breach, default, or failure of condition under this Note.  No waiver by Bank of any of its rights or ofany breach, default or failure of a condition under this Note shall beeffective unless it is stated in writing signed by Bank.  All of Bank’s remedies in connection withthis Note or under applicable law shall be cumulative, and Bank’s exercise ofany one or more of those remedies will not constitute an election ofremedies.  Time is expressly made of theessence with respect to every provision hereof.

              9.           Borrowerunderstands that Bank may transfer this Note, or sell or grant participationsin some or all of Borrower’s indebtedness outstanding under this Note.  In connection with any such transaction,Bank may disclose to each prospective and actual transferee, purchaser orparticipant all documents and information relating to the Loan.

              16          Borrowerand all sureties, endorsers and guarantors of all or any portion of theindebtedness evidenced by this Note waive demand, notice, diligence, protest,presentment for payment, and notice of extension, dishonor, protest, demand andnonpayment of this Note.

              17.         Inaddition to a foreclosure action under the Deed of Trust, any action brought toenforce this Note may be commenced and maintained, at Bank’s option, in anystate or federal district court in California, or in any other court havingpersonal jurisdiction over Borrower or any guarantor.  Borrower irrevocably consents to jurisdiction and venue in suchcourt for such purposes and agrees not to seek transfer or removal of anyaction commenced in accordance with the terms of this section.  Borrower also waives the right to protestthe domestication or collection of any judgment obtained against Borrower withrespect to this Note or the loan evidenced hereby in any jurisdiction whereBorrower may now or hereafter maintain assets.

              18.         Concurrently herewith, Bank is making arevolving line of credit loan to Borrower in the maximum principal amount of$2,000,000.00.  Any Event of Defaultunder the promissory note, any extension or renewal thereof, or any otherdocument evidencing or securing the said revolving line of credit loan shallconstitute a default hereunder and an “Event of Default” under the Deed ofTrust.

 
|   | BORROWER:              |
|--------|-----------------------------|
|   |                        |
|   | FRESH  CHOICE, INC., a      |
|   | Delaware  corporation  |
|   |                        |   |
|   | By:                         | /S/ David E.  Pertl  |
|   |                        |   |
|   | Its:                        | Senior Vice  President and CFO |
|   |                        |   |