Exhibit 10.1



THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THIS NOTE  UNDER  SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS OR AN
OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO QUALITY FOOD BRANDS,  INC. THAT
SUCH REGISTRATION IS NOT REQUIRED.


                                SECURED TERM NOTE

FOR VALUE  RECEIVED,  QUALITY  FOOD  BRANDS,  INC.,  a Nevada  corporation  (the
"Borrower"),  hereby  promises  to pay to  LAURUS  MASTER  FUND,  LTD.,  c/o M&C
Corporate Services Limited,  P.O. Box 309 GT, Ugland House, South Church Street,
George Town, Grand Cayman,  Cayman Islands,  Fax: 345-949-8080 (the "Holder") or
its  registered  assigns or  successors in interest,  on order,  the sum of FOUR
MILLION SEVEN HUNDRED FIFTY  THOUSAND  DOLLARS  ($4,750,000),  together with any
accrued and unpaid interest hereon, on May 18, 2012 (the "Maturity Date") if not
sooner paid.

Capitalized  terms  used  herein  without  definition  shall  have the  meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof  between the Borrower  and the Holder (as  amended,  modified or
supplemented from time to time, the "Purchase Agreement").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

1.1 Interest Rate. Subject to Sections 2.11 and 3.6 hereof,  interest payable on
this Note shall accrue at a rate per annum (the  "Interest  Rate") equal to nine
percent (9%).  Interest  shall be (i) calculated on the basis of a 360 day year,
(ii) payable  monthly,  in arrears,  commencing on June 1, 2007 and on the first
business day of each  consecutive  calendar month  thereafter until the Maturity
Date (and on the Maturity Date),  whether by acceleration or otherwise  (each, a
"Repayment Date").

1.2 Minimum Monthly  Principal  Payments.  Amortizing  payments of the aggregate
principal  amount  outstanding  under  this  Note at any  time  (the  "Principal
Amount")  shall begin on December 1, 2007 and shall recur on the first  business
day of each  succeeding  month  thereafter  until the  Maturity  Date (each,  an
"Amortization  Date").  Subject  to  Article  3 below,  beginning  on the  first
Amortization  Date,  the Borrower  shall make monthly  payments to the Holder on
each Amortization Date, in the amount set forth opposite the period set forth in
the table below within which such  Amortization  Date falls,  together  with any
accrued and unpaid interest to date on such portion of the Principal Amount plus
any and all other amounts which are then owing under this Note but have not been
paid (each collectively, a "Monthly Amount"):

                        Period                                    Payment

December 1, 2007 through and including May 31, 2008                $15,000

June 1, 2008 through and including November 30, 2009               $20,000

December 1, 2009 through and including May 31, 2010                $30,000

June 1, 2010 through and including the Maturity Date               $35,000


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Any Principal Amount that remains  outstanding on the Maturity Date shall be due
and payable on the Maturity Date. In addition to any other mandatory  repayments
pursuant to this  Section 2.1, on each Excess Cash Flow Payment Date (as defined
below),  an amount  equal to 50% of the Excess Cash Flow (as defined  below) for
the related Excess Cash Flow Payment Period (as defined below) that is in excess
of $500,000 shall be applied as a mandatory  repayment of the Obligations  owing
hereunder.  The  Company  shall  provide  to Laurus in  reasonable  detail,  the
calculation and support for the determination of the respective Excess Cash Flow
payment,  which  calculation  and support shall be satisfactory to Laurus in its
sole  discretion.  As used herein,  (1) "Excess  Cash Flow" shall mean,  for any
period of the Company,  an amount (if positive)  equal to (i) the sum of (A) the
Company and its Subsidiaries'  (if any) net income (loss) for such period,  plus
(B) the Company and its Subsidiaries' (if any) interest expense for such period,
plus (C) the Company and its  Subsidiaries'  (if any) provision for income taxes
for such period, plus (D) the Company and its Subsidiaries' (if any) charges for
amortization  and  depreciation  for such  period,  minus (ii) the sum,  without
duplication  of (A) voluntary and scheduled  repayments of this Note made during
such  period,  plus (B) the  capital  expenditures  made by the  Company and its
Subsidiaries  (if any) during such period (other than with the proceeds of loans
made pursuant to the Security  Agreement),  plus (C) the interest expense of the
Company and its Subsidiaries (if any) paid in cash during such period,  plus (D)
the current  income taxes of the Company and its  Subsidiaries  (if any) paid in
cash during such period,  all as determined in accordance with GAAP; (2) "Excess
Cash Flow  Payment  Date"  shall mean the date  occurring  no later than 90 days
after  the last day of each  fiscal  year of the  Company  (commencing  with the
fiscal year of the Company ended  December 31, 2007);  and (3) "Excess Cash Flow
Payment  Period" shall mean,  with respect to any Excess Cash Flow Payment Date,
the  immediately  preceding  fiscal year of the Company.  Any  payments  made in
connection with the excess cash flow provisions set forth above shall be applied
to  outstanding  principal  owed in the inverse  order of maturity  and any such
payments,  to the  extent and only to the extent  that a Milfam  Investment  (as
defined in the Purchase Agreement) has occurred,  shall be split equally between
the Holder  hereto and Milfam I L.P. (in  connection  with that certain  Secured
Term Note issued to Milfam I L.P. by the Borrower on substantially similar terms
as this Note on the same date hereof).

1.3 Mandatory  Redemption.  The total outstanding Principal Amount together with
any accrued and unpaid  interest and any and all other unpaid  amounts which are
then owing by the Borrower to the Holder under this Note, the Purchase Agreement
and/or any Related Agreement shall be due and payable on the Maturity Date.

1.4 Optional Prepayment. At any time after the first to occur of (i) the closing
of the Milfam  Investment  and (ii) August 31, 2007, the Company may prepay this
Note, in whole or in part, without penalty or premium..

<PAGE>

                                   ARTICLE II
                                EVENTS OF DEFAULT

Upon the occurrence and continuance of an Event of Default beyond any applicable
grace period,  the Holder may upon notice make all sums of  principal,  interest
and other  fees then  remaining  unpaid  hereon  and all other  amounts  payable
hereunder  immediately due and payable (unless there will have occurred an Event
of  Default  under   subsection   2.6  in  which  case  all  such  amounts  will
automatically  become due and payable).  In the event of such an acceleration or
an Event of Default  pursuant to subsection 2.6, the amount due and owing to the
Holder shall be one hundred twenty percent (120%) of the  outstanding  principal
amount of the Note (plus accrued and unpaid interest, fees and expenses, if any)
(the "Default Payment").  If, with respect to any Event of Default, the Borrower
cures the Event of Default prior to any such acceleration,  the Event of Default
will be  deemed  to no  longer  exist  and any  rights  and  remedies  of Holder
pertaining to such Event of Default will be of no further  force or effect.  The
Default  Payment  shall be applied  first to any fees  and/or  expenses  due and
payable  to Holder  pursuant  to the Note,  the  Purchase  Agreement  and/or the
Related Agreements, then to accrued and unpaid interest due on the Note and then
to outstanding principal balance of the Note.

The occurrence of any of the following  events set forth in Sections 2.1 through
2.8, inclusive, is an "Event of Default":

2.1 Failure to Pay Principal,  Interest or other Fees. The Borrower fails to pay
when due any  installment  of  principal,  interest  or  other  fees  hereon  in
accordance  herewith , and in any such case,  such failure shall  continue for a
period of five (5) days following the date upon which any such payment was due.

2.2 Breach of Covenant.  The Borrower breaches any covenant or any other term or
condition of this Note or the Purchase Agreement in any material respect, or the
Borrowers or any of its Subsidiaries  breaches any covenant or any other term or
condition of any Related  Agreement in any material  respect and, any such case,
such  breach,  if subject to cure,  continues  for a period of twenty  (20) days
after the occurrence thereof.

2.3 Breach of  Representations  and Warranties.  Any  representation or warranty
made by the Borrower in this Note or the Purchase Agreement,  or by the Borrower
or any of its Subsidiaries in any Related Agreement, shall, in any such case, be
false or misleading in any material respect on the date that such representation
or warranty was made or deemed made.

2.4 Receiver or Trustee.  The Borrower or any of its Subsidiaries  shall make an
assignment  for the  benefit  of  creditors,  or  apply  for or  consent  to the
appointment  of a receiver  or trustee for it or for a  substantial  part of its
property  or  business;  or  such a  receiver  or  trustee  shall  otherwise  be
appointed.

2.5  Judgments.  Any money  judgment,  writ or similar  final  process  shall be
entered or filed against the Borrower or any of its Subsidiaries or any of their
respective  property or other assets for more than $150,000 in the aggregate for
all such money  judgments,  writs or similar final  processes,  and shall remain
unvacated, unbonded or unstayed for a period of forty five (45) days.

2.6   Bankruptcy.   Bankruptcy,   insolvency,   reorganization   or  liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Borrower or any
of its Subsidiaries.

2.7 Failure to Deliver  Replacement  Note.  The Borrower shall fail to deliver a
replacement  Note to Holder within ten (10) business days following the required
date of such  issuance  pursuant to this Note,  the  Purchase  Agreement  or any
Related Agreement (to the extent required under such agreements).

2.8 Default Under Related Agreements or Other Agreements. (I) The occurrence and
continuance of any Event of Default  (under,  and as defined in (i) the Purchase
Agreement,  (ii) any Related Agreement,  and/or (II) the occurrence of any other
default in the  observance or  performance  of any other  agreement or condition
relating  to  any   indebtedness  or  contingent   obligation  of  the  Borrower
(including,  without limitation,  obligations and indebtedness of the Company to
Milfam I L.P.  and/or Lloyd I Miller,  III) beyond the period of grace (if any),
the effect of which default is to cause, or permit the holder or holders of such
indebtedness or beneficiary or  beneficiaries  of such contingent  obligation to
cause,  such  indebtedness  to become due prior to its stated  maturity  or such
contingent obligation to become payable.

                           DEFAULT RELATED PROVISIONS

2.9 Payment Grace Period.  Following the occurrence and  continuance of an Event
of Default beyond any applicable cure period  hereunder,  the Borrower shall pay
the Holder an additional default interest rate of four percent (4%) per annum on
all  amounts  due and owing  under the Note,  which  default  interest  shall be
payable upon demand.


<PAGE>

                                   ARTICLE III
                                  MISCELLANEOUS

3.1 Failure or Indulgence Not Waiver;  Cumulative Remedies.  No failure or delay
on the  part of the  Holder  hereof  in the  exercise  of any  power,  right  or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

3.2  Notices.  Any notice  herein  required or permitted to be given shall be in
writing  and shall be  provided  in  accordance  with the terms of the  Purchase
Agreement.

3.3  Amendment  Provision.  The term "Note" and all reference  thereto,  as used
throughout this instrument,  shall mean this instrument as originally  executed,
or if later amended or supplemented, then as so amended or supplemented.

3.4  Assignability.  This  Note  shall  be  binding  upon the  Borrower  and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase  Agreement.  This Note shall not be assigned by the
Borrower  without the prior written  consent of the Holder,  any such  purported
assignment by the Borrower without such consent being null and void.

3.5  Governing  Law.  This Note shall be governed by and construed in accordance
with  the  laws of the  State of New  York,  without  regard  to  principles  of
conflicts  of laws.  Any  action  brought  by  either  party  against  the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall  not  affect  the  validity,  unenforceability  or  meaning  of any  other
provision of this Note . Nothing  contained herein shall be deemed or operate to
preclude the Holder from bringing suit or taking other legal action  against the
Borrower in any other  jurisdiction to collect on the Borrowe's  obligations to
Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court in favor of the Holder.

3.6 Maximum  Payments.  Nothing contained herein shall be deemed to establish or
require  the  payment of a rate of  interest  or other  charges in excess of the
maximum  permitted  by  applicable  law.  In the event that the rate of interest
required to be paid or other charges  hereunder exceed the maximum  permitted by
such law,  any  payments in excess of such  maximum  shall be  credited  against
amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

3.7  Security  Interest  and  Guarantee.  The Holder has been granted a security
interest in certain  assets of the Borrower and its  Subsidiaries  as more fully
described in the Master Security Agreement dated as of the date hereof.

3.8 Construction. Each party acknowledges that its legal counsel participated in
the  preparation  of this  Note  and,  therefore,  stipulates  that  the rule of
construction  that  ambiguities  are to be resolved  against the drafting  party
shall  not be  applied  in the  interpretation  of this  Note to favor any party
against the other.

3.9 Cost of  Collection.  If  default is made in the  payment of this Note,  the
Borrower  shall  pay  to  Holder  reasonable  costs  of  collection,   including
reasonable attorneys' fees and expenses.

3.10 Subordination and Intercreditor Agreement. This Note is also subject to the
terms and conditions of that certain Subordination and Intercreditor  Agreement,
dated as of the date hereof,  by and among, the Borrower,  the Holder,  Milfam I
L.P. and Lloyd I. Miller, III.


       [Balance of page intentionally left blank; signature page follows.]

<PAGE>

IN WITNESS  WHEREOF,  the Borrower has caused this Note to be signed in its name
effective as of this 18th day of May 2007.


                           QUALITY FOOD BRANDS, INC.


                           By:________________________________
                           Name:______________________________
                           Title:_______________________________

                           WITNESS:


                           _______________________________