PROMISSORY NOTE

<TABLE>
<CAPTION>
PRINCIPAL    LOAN DATE    MATURITY    LOAN NO    CALL / COLL  ACCOUNT  OFFICER  INITIALS
<S>          <C>         <C>         <C>         <C>          <C>      <C>      <C>
500,000.00  03-20-2007  04-01-2009  8613586981           98   135869      601
</TABLE>

   References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations.

BORROWER:  BAYWOOD INTERNATIONAL, INC.       LENDER:  VINEYARD BANK, N.A.
           BAYWOOD  ACQUISITION,  INC.                ANAHEIM  BUSINESS  BANKING
           14950  NORTH  83RD  PLACE                  500 NORTH STATE COLLEGE
           SCOTTSDALE,  AZ  85260                     BOULEVARD, SUITE 530
                                                      ORANGE,  CA  92868

PRINCIPAL AMOUNT: $500,000.00 INITIAL RATE: 9.250%  DATE OF NOTE: MARCH 20, 2007

PROMISE  TO  PAY.  BAYWOOD  INTERNATIONAL,  INC.;  AND BAYWOOD ACQUISITION, INC.
("BORROWER")  JOINTLY  AND  SEVERALLY  PROMISE  TO  PAY  TO  VINEYARD BANK, N.A.
("LENDER"),  OR  ORDER,  IN  LAWFUL  MONEY  OF THE UNITED STATES OF AMERICA, THE
PRINCIPAL  AMOUNT  OF FIVE HUNDRED THOUSAND & 00/100 DOLLARS ($500,000.00) OR SO
MUCH  AS  MAY  BE  OUTSTANDING, TOGETHER WITH INTEREST ON THE UNPAID OUTSTANDING
PRINCIPAL  BALANCE  OF EACH ADVANCE.  INTEREST SHALL BE CALCULATED FROM THE DATE
OF  EACH  ADVANCE  UNTIL  REPAYMENT  OF  EACH  ADVANCE.

PAYMENT.  BORROWER  WILL  PAY  THIS  LOAN  IN  ONE  PAYMENT  OF  ALL OUTSTANDING
PRINCIPAL  PLUS  ALL  ACCRUED  UNPAID  INTEREST  ON APRIL 1, 2009.  IN ADDITION,
BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS
OF  EACH  PAYMENT  DATE,  BEGINNING  MAY  1,  2007, WITH ALL SUBSEQUENT INTEREST
PAYMENTS  TO  BE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT.  UNLESS OTHERWISE
AGREED  OR  REQUIRED  BY  APPLICABLE  LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY
ACCRUED UNPAID INTEREST; THEN TO PRINCIPAL; THEN TO ANY UNPAID COLLECTION COSTS;
AND  THEN  TO  ANY  LATE  CHARGES.  THE  ANNUAL  INTEREST  RATE FOR THIS NOTE IS
COMPUTED  ON  A  365/360  BASIS;  THAT  IS,  BY APPLYING THE RATIO OF THE ANNUAL
INTEREST  RATE  OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING PRINCIPAL
BALANCE,  MULTIPLIED  BY  THE  ACTUAL  NUMBER  OF  DAYS THE PRINCIPAL BALANCE IS
OUTSTANDING.  BORROWER  WILL  PAY  LENDER  AT LENDER'S ADDRESS SHOWN ABOVE OR AT
SUCH  OTHER  PLACE  AS  LENDER  MAY  DESIGNATE  IN  WRITING.

VARIABLE  INTEREST  RATE.  The  interest  rate on this Note is subject to change
from  time  to  time based on changes in an independent index which is the Prime
rate  as  published  in  the  Wall  Street  Journal.  When  a  range of rates is
published, the higher of the rates will be used (the "Index").  The Index is not
necessarily  the  lowest  rate  charged  by  Lender  on its loans.  If the Index
becomes  unavailable  during  the  term  of  this  loan,  Lender may designate a
substitute  index  after  notifying  Borrower.  Lender  will  tell  Borrower the
current  Index  rate upon Borrower's request.  The interest rate change will not
occur more often than each Day.  Borrower understands that Lender may make loans
based on other rates as well.  THE INDEX CURRENTLY IS 8.250%.  The interest rate
to be applied to the unpaid principal balance during this Note will be at a rate
of  1.000  percentage  point  over  the  Index,  resulting in an initial rate of
9.250%.  NOTICE:  Under  no circumstances will the interest rate on this Note be
more  than  the  maximum  rate  allowed  by  applicable  law.

PREPAYMENT;  MINIMUM  INTEREST  CHARGE.  Borrower  agrees that all loan fees and
other  prepaid  finance  charges are earned fully as of the date of the loan and
will  not  be  subject  to  refund upon early payment (whether voluntary or as a
result  of  default),  except as otherwise required by law.   In any event, even
upon  full prepayment of this Note, Borrower understands that Lender is entitled
to  a  MINIMUM  INTEREST CHARGE OF $100.00.  Other than Borrower's obligation to
pay  any  minimum  interest  charge,  Borrower  may pay without penalty all or a
portion  of  the  amount  owed earlier than it is due.  Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation
to continue to make payments of accrued unpaid interest.  Rather, early payments
will  reduce  the  principal  balance  due.  Borrower  agrees not to send Lender
payments  marked  "paid  in  full", "without recourse", or similar language.  If
Borrower  sends  such  a  payment,  Lender  may  accept it without losing any of
Lender's  rights  under this Note, and Borrower will remain obligated to pay any
further  amount  owed to Lender.  All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that the
payment  constitutes  "payment  in  full" of the amount owed or that is tendered
with  other  conditions  or  limitations  or  as full satisfaction of a disputed
amount  must  be  mailed  or  delivered  to:  Vineyard  Bank,  N.A.,  Credit
Administration,  P.  O.  Box  2319  Corona,  CA  92878-2319.

LATE  CHARGE.  If  a  payment  is 10 days or more late, Borrower will be charged
5.000%  OF  THE  UNPAID  PORTION  OF  THE  REGULARLY SCHEDULED PAYMENT OR $5.00,
WHICHEVER  IS  GREATER.

INTEREST  AFTER DEFAULT.  Upon default, the interest rate on this Note shall, if
permitted  under  applicable  law,  immediately  increase  by  adding  a  5.000
percentage  point margin ("Default Rate Margin").  The Default Rate Margin shall
also  apply  to each succeeding interest rate change that would have applied had
there  been  no  default.

DEFAULT.  Each  of the following shall constitute an event of default ("Event of
Default")  under  this  Note:

     PAYMENT  DEFAULT.  Should  Borrower  fail  to  make  any  payment  when due
     under  this  Note  within  10  days  of  each  payment  date.

     OTHER  DEFAULTS.  Borrower  fails  to  comply  with or to perform any other
     term, obligation, covenant or condition contained in this Note or in any of
     the related documents or to comply with or to perform any term, obligation,
     covenant  or  condition contained in any other agreement between Lender and
     Borrower.

     DEFAULT  IN  FAVOR  OF  THIRD  PARTIES.  Borrower  or  any Grantor defaults
     under  any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of the related documents after any period of notice and opportunity to cure
     provided  for  therein.

     FALSE  STATEMENTS.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by Borrower or on Borrower's behalf under this Note or
     the  related  documents  is  false  or  misleading in any material respect,
     either  now or at the time made or furnished or becomes false or misleading
     at  any  time  thereafter.

     INSOLVENCY.  The  dissolution  or  termination  of  Borrower's existence as
     a going business, the insolvency of Borrower, the appointment of a receiver
     for  any  part  of  Borrower's  property, any assignment for the benefit of
     creditors,  any  type  of  creditor  workout,  or  the  commencement of any


<PAGE>
     proceeding  under  any bankruptcy or insolvency laws by or against Borrower
     and in the case of any proceeding against Borrower, or the appointment of a
     receiver not consented to by Borrower, such proceeding or appointment shall
     not  be  dismissed  within  60  days.

     CREDITOR  OR  FORFEITURE  PROCEEDINGS.  Commencement  of  foreclosure  or
     forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help,
     repossession  or  any  other  method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a  garnishment  of  any of Borrower's accounts, including deposit accounts,
     with  Lender.  However, this Event of Default shall not apply if there is a
     good  faith dispute by Borrower as to the validity or reasonableness of the
     claim  which  is  the basis of the creditor or forfeiture proceeding and if
     Borrower  gives  Lender  written  notice  of  the  creditor  or  forfeiture
     proceeding  and  deposits  with  Lender  monies  or  a  surety bond for the
     creditor  or  forfeiture  proceeding, in an amount determined by Lender, in
     its  sole discretion, as being an adequate reserve or bond for the dispute.

     EVENTS  AFFECTING  GUARANTOR.  Any  of  the  preceding  events  occurs with
     respect  to  any guarantor, endorser, surety, or accommodation party of any
     of  the  indebtedness  or any guarantor, endorser, surety, or accommodation
     party  dies or becomes incompetent, or revokes or disputes the validity of,
     or  liability  under,  any  guaranty  of the indebtedness evidenced by this
     Note. In the event of a death, Lender, at its option, may, but shall not be
     required  to,  permit  the guarantor's estate to assume unconditionally the
     obligations  arising under the guaranty in a manner satisfactory to Lender,
     and,  in  doing  so,  cure  any  Event  of  Default.

     CHANGE  IN  OWNERSHIP.  Any  change  in  ownership  of  twenty-five percent
     (25%)  or  more  of  the  common  stock  of  Borrower,  calculated  on  a
     fully-diluted  basis.

     ADVERSE  CHANGE.  A  material  adverse  change  occurs  in  Borrower's
     financial  condition,  or  Lender  believes  the  prospect  of  payment  or
     performance  of  this  Note  is  impaired.

     CURE  PROVISIONS.  If  any  default,  other  than  a  default in payment is
     curable and if Borrower has not been given a notice of a breach of the same
     provision  of  this Note within the preceding twelve (12) months, it may be
     cured  if  Borrower,  after  receiving written notice from Lender demanding
     cure  of  such  default: (1) cures the default within fifteen (15) days; or
     (2) if the cure requires more than fifteen (15) days, immediately initiates
     steps  which  Lender  deems in Lender's sole discretion to be sufficient to
     cure  the default and thereafter continues and completes all reasonable and
     necessary  steps  sufficient  to  produce  compliance as soon as reasonably
     practical.

LENDER'S  RIGHTS.  Upon  default, Lender may declare the entire unpaid principal
balance  under  this  Note  and all accrued unpaid interest immediately due, and
then  Borrower  will  pay  that  amount.

ATTORNEYS'  FEES; EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject  to  any  limits  under  applicable  law, Lender's reasonable
attorneys'  fees and Lender's legal expenses, whether or not there is a lawsuit,
including  attorneys'  fees,  expenses  for  bankruptcy  proceedings  (including
efforts  to  modify  or  vacate  any automatic stay or injunction), and appeals.
Borrower  also  will pay any court costs, in addition to all other sums provided
by  law.

GOVERNING  LAW.  THIS  NOTE WILL BE GOVERNED BY FEDERAL LAW APPLICABLE TO LENDER
AND,  TO  THE  EXTENT  NOT  PREEMPTED  BY  FEDERAL LAW, THE LAWS OF THE STATE OF
CALIFORNIA  WITHOUT  REGARD  TO  ITS CONFLICTS OF LAW PROVISIONS.  THIS NOTE HAS
BEEN  ACCEPTED  BY  LENDER  IN  THE  STATE  OF  CALIFORNIA.

DISHONORED  ITEM  FEE.  Borrower  will pay a fee to Lender of $27.50 if Borrower
makes  a  payment  on Borrower's loan and the check or preauthorized charge with
which  Borrower  pays  is  later  dishonored.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Borrower's  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  all accounts Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law.  Borrower authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
indebtedness  against  any  and  all  such  accounts.

COLLATERAL.  Borrower  acknowledges  this  Note is secured by inventory, chattel
paper,  accounts,  equipment, general intangibles and deposit accounts described
in  a  Commercial  Security  Agreement  dated  March  20,  2007.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this  Note  may  be  requested  either  orally  or  in writing by Borrower or as
provided  in  this  paragraph.  Lender  may, but need not, require that all oral
requests  be  confirmed  in  writing.  All  communications,  instructions,  or
directions  by  telephone  or otherwise to Lender are to be directed to Lender's
office  shown  above.  Borrower  agrees  to  be liable for all sums either:  (A)
advanced  in  accordance  with  the instructions of an authorized person or  (B)
credited  to  any  of  Borrower's  accounts  with  Lender.  The unpaid principal
balance  owing on this Note at any time may be evidenced by endorsements on this
Note  or  by  Lender's  internal  records,  including daily computer print-outs.

ARBITRATION.  LENDER  AND  BORROWER  AGREE  THAT  ALL  DISPUTES,  CLAIMS  AND
CONTROVERSIES  BETWEEN  THEM  WHETHER  INDIVIDUAL,  JOINT,  OR  CLASS IN NATURE,
ARISING  FROM  THIS NOTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND
TORT  DISPUTES,  SHALL BE ARBITRATED PURSUANT TO THE FINANCIAL SERVICES RULES OF
ENDISPUTE, INC., D/B/A J.A.M.S./ENDISPUTE OR ITS SUCCESSOR IN EFFECT AT THE TIME
THE  CLAIM IS FILED, UPON REQUEST OF EITHER PARTY.  NO ACT TO TAKE OR DISPOSE OF
ANY  COLLATERAL SECURING THIS NOTE SHALL CONSTITUTE A WAIVER OF THIS ARBITRATION
AGREEMENT  OR  BE  PROHIBITED  BY  THIS  ARBITRATION  AGREEMENT.  THIS INCLUDES,
WITHOUT  LIMITATION,  OBTAINING  INJUNCTIVE  RELIEF  OR  A TEMPORARY RESTRAINING
ORDER; INVOKING A POWER OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE; OBTAINING A
WRIT  OF  ATTACHMENT  OR  IMPOSITION  OF  A  RECEIVER;  OR EXERCISING ANY RIGHTS
RELATING  TO  PERSONAL  PROPERTY, INCLUDING TAKING OR DISPOSING OF SUCH PROPERTY
WITH  OR  WITHOUT  JUDICIAL PROCESS PURSUANT ARTICLE 9 OF THE UNIFORM COMMERCIAL
CODE.  ANY  DISPUTES,  CLAIMS,  OR  CONTROVERSIES  CONCERNING  THE LAWFULNESS OR
REASONABLENESS  OF  ANY ACT, OR EXERCISE OF ANY RIGHT, CONCERNING ANY COLLATERAL
SECURING  THIS NOTE, INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE MODIFY
ANY  AGREEMENT  RELATING  TO  THE  COLLATERAL  SECURING THIS NOTE, SHALL ALSO BE
ARBITRATED,  PROVIDED  HOWEVER  THAT  NO  ARBITRATOR SHALL HAVE THE RIGHT OR THE
POWER  TO  ENJOIN  OR  RESTRAIN ANY ACT OF ANY PARTY.  BORROWER AND LENDER AGREE
THAT  IN  THE EVENT OF AN ACTION FOR JUDICIAL FORECLOSURE PURSUANT TO CALIFORNIA
CODE  OF  CIVIL  PROCEDURE  SECTION  726,  OR ANY SIMILAR PROVISION IN ANY OTHER
STATE,  THE  COMMENCEMENT  OF SUCH AN ACTION WILL NOT CONSTITUTE A WAIVER OF THE
RIGHT  TO  ARBITRATE  AND  THE  COURT SHALL REFER TO ARBITRATION AS MUCH OF SUCH
ACTION,  INCLUDING  COUNTERCLAIMS,  AS  LAWFULLY MAY BE REFERRED TO ARBITRATION.
JUDGMENT  UPON  ANY AWARD RENDERED BY ANY ARBITRATOR MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.  NOTHING IN THIS NOTE SHALL PRECLUDE ANY PARTY FROM SEEKING
EQUITABLE  RELIEF  FROM  A  COURT  OF  COMPETENT  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,  ESTOPPEL,  WAIVER,  LACHES,  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE  BE  APPLICABLE IN AN ACTION BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY  ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION PROCEEDING
SHALL  BE  DEEMED THE COMMENCEMENT OF AN ACTION FOR THESE PURPOSES.  THE FEDERAL
ARBITRATION ACT SHALL APPLY TO THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
OF  THIS  ARBITRATION  PROVISION.

LINE OF CREDIT, CLEARANCE PROVISION. As a condition of providing Borrower with a
revolving  line  of  credit  ("RLC"),  Lender  requires  that  the


<PAGE>
amount  outstanding  on said RLC will be zero dollars and zero cents ($0.00) for
at  least  thirty  (30)  consecutive  days annually during the term of this Note
("Clearance  Provision").  Borrower  further agrees and understands that if said
RLC  is  not maintained as outlined under the Clearance Provision, Lender at its
sole  option  may demand payment in full on said RLC or take whatever action may
be  deemed  necessary  to  protect  the  interest  of  the  Lender.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon  Borrower's  heirs,  personal  representatives, successors and assigns, and
shall  inure  to  the  benefit  of  Lender  and  its  successors  and  assigns.

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note.  Lender may delay or forgo enforcing any of its
rights  or  remedies  under  this  Note  without  losing  them.  Each  Borrower
understands and agrees that, with or without notice to Borrower, Lender may with
respect  to  any  other  Borrower  (a)  make  one  or more additional secured or
unsecured  loans  or otherwise extend additional credit;  (b) alter, compromise,
renew,  extend,  accelerate,  or otherwise change one or more times the time for
payment or other terms of any indebtedness, including increases and decreases of
the  rate  of  interest  on  the  indebtedness;  (c)  exchange,  enforce, waive,
subordinate,  fail  or  decide not to perfect, and release any security, with or
without the substitution of new collateral;  (d)  apply such security and direct
the  order  or  manner  of  sale  thereof,  including  without  limitation,  any
non-judicial sale permitted by the terms of the controlling security agreements,
as  Lender  in its discretion may determine;  (e) release, substitute, agree not
to sue, or deal with any one or more of Borrower's sureties, endorsers, or other
guarantors  on any terms or in any manner Lender may choose;  and  (f) determine
how,  when  and  what  application  of payments and credits shall be made on any
other  indebtedness owing by such other Borrower.  Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive
any  applicable  statute  of  limitations,  presentment, demand for payment, and
notice  of  dishonor.  Upon  any  change  in  the terms of this Note, and unless
otherwise  expressly stated in writing, no party who signs this Note, whether as
maker,  guarantor,  accommodation  maker  or  endorser,  shall  be released from
liability.  All  such  parties agree that Lender may renew or extend (repeatedly
and  for  any  length  of  time)  this loan or release any party or guarantor or
collateral;  or  impair,  fail  to  realize  upon  or  perfect Lender's security
interest in the collateral; and take any other action deemed necessary by Lender
without  the  consent  of or notice to anyone.  All such parties also agree that
Lender  may  modify  this  loan without the consent of or notice to anyone other
than  the  party with whom the modification is made.  The obligations under this
Note  are  joint  and  several.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF  THIS  NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  EACH BORROWER
AGREES  TO  THE  TERMS  OF  THE  NOTE.

BORROWER  ACKNOWLEDGES  RECEIPT  OF  A  COMPLETED  COPY OF THIS PROMISSORY NOTE.

BORROWER:


BAYWOOD  INTERNATIONAL,  INC.

BY:  /s/ Neil Reithinger
     ---------------------------------------------
NEIL REITHINGER, PRESIDENT OF BAYWOOD INTERNATIONAL, INC.


BAYWOOD  ACQUISITION,  INC.

BY:  /s/ Neil Reithinger
     ---------------------------------------------
NEIL REITHINGER, PRESIDENT OF BAYWOOD ACQUISITION, INC.