EXHIBIT
10.6


PROMISSORY
NOTE


Principal
              Loan
      Date
              Maturity
              Loan
      No.
              Call/Coll
              Account
              Officer
              Initials$8,000,000.00
              03-18-2008
              03-18-2018
              7004400
              Stock


References
      in the boxes above 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:
            BELVEDERE
      SOCAL
            Lender:
            PACIFIC
      COAST BANKERS' BANKOne
      Maritime Plaza, Suite 826
            
            340
      Pine Street, Suite 401San
      Francisco, CA 94111
            
            San
      Francisco, CA 94104





Principal
      Amount: $8,000,000.00
              Date
      of Note: March 18, 2008




PROMISE
TO PAY. BELVEDERE SOCAL, a California corporation ("Borrower") promises to pay
to PACIFIC COAST BANKERS' BANK ("Lender"), or order, in lawful money of the
United States of America, the principal amount of Eight Million and no/100
Dollars ($8,000,000,00), together with interest on the unpaid principal balance
of this Promissory Note (this "Note") at the LIBOR Rate (defined below) from
time to time in effect from the date of this Note until paid in
full,




PAYMENT.Borrower will make payments under this Note on the 18th day of March,
June, September, and December of each year (each, a 'Payment Date"), commencing
on June 18, 2008, and continuing through and including March 18, 2018 (the
'Maturity Date"), as follows; (A) on each of the first six (6) Payment Dates,
Borrower shall pay all accrued but unpaid interest to such Payment Date; and (B)
on each of the next thirty-four (34) Payment Dates (including the Maturity
Date), Borrower shall pay (subject to any payment changes resulting from changes
in the LIBOR Rate) substantially equal (assuming no change through the Maturity
Date of the LIBOR Rate) installments of principal and interest in an amount
sufficient fully to repay the principal of this Note together with all interest
thereon by the Maturity Date, on which date all unpaid principal of this Note,
all accrued but unpaid interest thereon, and all other costs, expenses, fees and
other charges provided for under this Note shall be immediately due and payable.
On the sixth (6th) Payment Date, Lender shall calculate the amount of each
installment of principal and interest that would be sufficient fully to repay
the principal of this Note together with all interest thereon at the LIBOR Rate
that becomes effective on such Payment Date in substantially equal installments
by the Maturity Date (assuming no change through the Maturity Date of the LIBOR
Rate) and shall advise Borrower thereof, whereupon such amount shall be the
amount of the installment of principal and interest due on the next Payment Date
and on each successive Payment Date to, but not including, the Maturity Date;
provided, however, that on each Payment Date commencing with the seventh (7th)
Payment Date and continuing through the Payment Date immediately prior to the
Maturity Date, Lender may recalculate the amount of each installment of
principal and interest that would be sufficient fully to repay the principal of
this Note together with all interest thereon at the LIBOR Rate that becomes
effective on such Payment Date in substantially equal installments by the
Maturity Date (assuming no change through the Maturity Date of the LIBOR Rate)
and, If so recalculated, Lender shall advise Borrower thereof, whereupon such
amount shall become the amount of the installment of principal and interest due
on the next Payment Date and on each successive Payment Date to, but not
including, the Maturity Date until the amount of the installment of principal
and interest to be paid is next so recalculated, if at all, by Lender. Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs; then to any late charges; then to any accrued
but unpaid interest; and then to principal. Borrower will pay Lender at Lender's
address shown above or at such other place as Lender may from time to time
designate in writing.




VARIABLE
INTEREST RATE.Interest shall accrue on the balance of principal
outstanding from time to time under this Note at an annual rate (the "LIBOR
Rate') that is equal to the Index (defined below) plus 3.100 percentage points,
calculated on the basis of a 360-day year, for actual days elapsed (subject to
the 'Interest after Default' section below). The LIBOR Rate is subject to change
from time to time on each Calculation Date (defined below) based on changes in
an independent index that is the 'Three —month" "London interbank offered rate,
or Libor" (rounded upward, if necessary, to the nearest 1/100 of 1%) as
published in the "Borrowing Benchmarks" section of the Western Edition of The
Wall Street Journal (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. On the
date of this Note the LIBOR Rate shall be calculated by Lender and shall remain
in effect to, but not including, the next Payment Date. On each Payment Date,
Lender shall recalculate the LIBOR Rate as of such Payment Date, and the LIBOR
Rate as so recalculated shall become effective on such Payment Date and shall
remain in effect to, but not including, the next Payment Date. Borrower
understands that Lender may make loans based on other rates as well. NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law. Whenever increases occur in the LIBOR
Rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure the Loan will be paid in full by the Maturity Date
as set forth above, (B) increase Borrower's payments to cover accruing interest,
(C) Increase the number of Borrower's payments, and (D) continue Borrower's
payments at the same amount and increase Borrower's final payment.




PREPAYMENT.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. Borrower
may not prepay all or anyportion
of the principal of this Note prior to the sixth (6th)
Payment Date. Borrower expressly waives any right under California Civil Codesection
2954.10 or otherwise to prepay all or any portion of the principal of this Note
except as Is expressly set forth herein.Except for the foregoing,
Borrower may pay without penalty or premium 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
as set forth above. Rather, early payments will reduce the principal balance due
and may result in Borrower's making fewer payments. 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 Lender at Lender's address shown above or
at such other place as Lender may from time to time designate in
writing.




LATE
CHARGE.If the full amount
of any payment Is received by Lender ten (10) days or more late, Borrower shall
pay to Lender a late charge in the amount of 5.000% of the such payment, such
late charge to be immediately due and payable without notice or demand by
Lender. Borrower shall pay this late charge only once with respect to any late
payment. Borrower agrees that Lender will incur administrative costs and other
damages not compensated by payment of interest as a result of any payment not
being made when due and acknowledges that calculation of actual damages in
respect thereof is extremely difficult and impracticable and that the foregoing
amount is a reasonable estimate of such damages.




INTEREST
AFTER DEFAULT.Upon default, the LIBOR Rate shall, if permitted under
applicable law, immediately increase by adding a 5.000 percentage point margin
(the “Default Rate Margin”) to the LIBOR Rate otherwise calculated as set forth
in the "Variable Interest Rate" section above.









PROMISSORY
NOTE


Loan
      No: 7004400
            (Continued)
            Page
      2




So long
as a default exists and has not been cured, and, on and after the Maturity Date
if this Note shall not have been repaid In full on such date, the Default Rate
Margin shall also be added to the LIBOR Rate as it is otherwise recalculated on
any Payment Date.




DEFAULT.Each of the following
shall constitute an event of default (an "Event of Default") under this Note:
  Payment Default.Borrower
fails to make any payment when due under this Note.




Other Defaults.Borrower fails
to comply with or to perform, or defaults under or breathes, any other term,
obligation, covenant, or condition contained in this Note or fails to comply
with or to perform, or defaults under or breathes, any term, obligation,
covenant, or condition contained in the Business Loan Agreement of even date
herewith (the "Loan Agreement') made by Borrower and Lender, any Related
Document (as defined In the Business Loan Agreement), or any other agreement
between Lender and Borrower.




Cure Provisions.If any
default, other than a default in payment, is curable and if Borrower has not
been given a notice of a similar default within the preceding twelve (12)
months, such default may be cured if Borrower, after receiving written notice
from Lender demanding cure of such default (1) cures such default within thirty
(30) days; or (2) if the cure of such default requires more than thirty (30)
days, immediately initiates steps that Lender deems in Lender's sole discretion
to be sufficient to cure such default and thereafter diligently continues and
completes all reasonable and necessary steps sufficient to produce compliance as
soon as reasonably practical.




LENDER'S RIGHTS.If any Event
of Default shall occur, Lender may declare the entire unpaid principal balance
under this Note, all accrued unpaid interest thereon, and all other costs,
expenses, fees and other charges provided for under this Note immediately due
and payable, all without notice of any kind to Borrower, except that in the case
of an Event of Default of the type described in the Insolvency" subsection of
the Loan Agreement, such acceleration shall be automatic and not
optional.




APPLICABILITY OF CERTAIN PROVISIONS
OF LOAN AGREEMENT.Various provisions of the Loan Agreement apply to and
govern this Note, including the 'Right of Setoff", "Amendments", "Arbitration",
"Attorneys' Fees and Lender's Expenses", "Governing Law", "Choice of Venue", "No
Waiver by Lender", "Notices", 'Severability", "Successors and Assigns", and
"Time Is of the Essence" sections or subsections thereof, all as more
specifically set forth therein. The rules of construction and general
definitions set forth in the first paragraph of the "Definitions" section of the
Loan Agreement are hereby made applicable to this Note.




COLLATERAL.This Note is
secured as provided in the Loan Agreement.




GENERAL PROVISIONS.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 Note or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest In any 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 Note 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, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO THE
TERMS OF THIS NOTE.





BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS NOTE.





BORROWER:





BELVEDERE
SOCAL,


California
corporation





By:
      /s/ William
      Baribault
            
            By:
      /s/ Michael McCallWilliam
      Baribault, Chief Executive Officer
            
            Michael
      McCall, Chief Financial Officer