REVOLVING CREDIT NOTE

EXHIBIT 10.7

COPY

REVOLVING CREDIT NOTE

$10,750,000		Los Angeles, California
		December 7, 2001

FOR VALUE RECEIVED, the undersigned, XXXXXX, INC., a Delaware corporation, XXXXXX TECHNICAL SERVICES, INC., a Delaware Corporation, BOTANICALS INTERNATIONAL EXTRACTS, INC., a Delaware corporation, ZETAPHARM, INC., a New York corporation, (collectively, the “Borrowers”), hereby jointly and severally, unconditionally promise to pay to the order of Xxxxx Fargo Bank, National Association (the “Lender”), at c/o Wells Fargo Bank, N.A., 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as the holder of this Note may direct, on August 31, 2003 (the “Maturity Date”) in lawful money of the United States of America and in immediately available funds, the principal amount of (a) TEN MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($10,750,000), or (B) such other amount as represents the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement (referred to below).  The Borrowers further agree, jointly and severally, to pay interest on the unpaid principal amount outstanding hereunder from time to time from the date hereof in like money at such office at a rate per annum equal to the Prime Rate plus a margin of two percent (2%); provided that upon the timely payment of all principal and interest payable under that certain Term Note issued by the Borrowers in Favor of Lenders on December 7, 2001 in the amount of SEVEN MILLION EIGHT HUNDRED FOUR THOUSAND FOUR HUNDRED THIRTY EIGHT DOLLARS ($7,804,438), and provided no Default or Event of Default shall have occurred and be continuing, then effective as of such date, the interest rate will be reduced to the Prime Rate plus one percent (1%).  Interest shall accrue hereunder from the date of each advance until the date of payment, shall be calculated on the basis of a year of three hundred sixty (360) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  Interest shall be payable in arrears on the last day of each calendar month and on the Maturity Date.  In the event of any repayment or prepayment of any Loan, other than a prepayment prior to the Maturity Date, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

If any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder or under the Credit Agreement is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2%) plus the rate otherwise applicable to such Loan

as provided above in this Note, or (ii) in the case of any other amount, the rate that would apply under (i) if such amount constitutes overdue principal.

The holder of this Note is authorized to record on Schedule 1 annexed hereto or on a continuation thereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement, the date and amount of each payment or repayment of principal thereof; provided, however, that the failure to make any such recordation shall not affect the obligations of the Borrowers in respect of such Revolving Loans.

This Note is the Revolving Credit Note referred to in the Credit Agreement dated as of December 7, 2001 (the “Credit Agreement”), among the Borrowers and the Lender, is secured as provided therein and in the Security Documents and is subject to optional and mandatory prepayment as set forth in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

The holder of this Note is authorized from time to time to debit any accounts maintained by any Borrower with such holder for any and all amounts payable by the Borrowers hereunder.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein.  This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.

This Note may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

IN WITNESS WHEREOF, the parties hereto have caused this Revolving Credit Note to be duly executed by their respective authorized officers as of the day and year first above written.

XXXXXX, INC.
By:	/s/  Xxxxxxx X. Xxxxxxxxx
Name:  Xxxxxxx X. Xxxxxxxxx
Title:  Chief Executive Officer
XXXXXX TECHNICAL SERVICES, INC.
By:	/s/  Xxxxxx X. Xxxxxx
Name:  Xxxxxx X. Xxxxxx
Title:  Secretary and Treasurer
BOTANICALS INTERNATIONAL EXTRACTS, INC.
By:	/s/  Xxxxxxx X. Xxxxxxxxx
Name:  Xxxxxxx X. Xxxxxxxxx
Title:  Chief Executive Officer
ZETAPHARM, INC.
By:	/s/  Xxxxxx X. Xxxxxx
Name:  Xxxxxx X. Xxxxxx
Title:  Secretary and Treasurer

SCHEDULE 1

TO REVOLVING CREDIT NOTE

LOANS AND PAYMENTS OF REVOLVING LOAN

Date Amount of
Loans Amount of
Principal Repaid Unpaid
Principal
Balance of
Loans Notation
Made By