SECURED PROMISSORY NOTE
$830,000.00 Phoenix, Arizona June 8, 2000
FOR VALUE RECEIVED, the undersigned, POORE BROTHERS, INC., a Delaware corporation ("Maker"),
promises to pay BOULDER POTATO COMPANY, INC., a Colorado corporation ("Lender"), at 1898 South
Flatiron Court, Suite 120, Boulder, Colorado 80301, or at such other place as Lender may from time to time
designate in writing, in lawful money of the United States of America, the principal sum of Eight Hundred Thirty
Thousand and No/100 Dollars ($830,000.00), together with Interest ("Interest") accruing thereon commencing
on the date of this Note at the rate equal to Six and Four Tenths Percent (6.4%) per annum.
This Note is executed in connection with, and shall be governed by and shall be construed under and pursuant to,
that certain Agreement for Purchase and Sale of Assets, of even date herewith, by and between Maker and
Lender (the "Purchase Agreement"). Capitalized terms used without definition herein shall have the meanings
ascribed to them in the Purchase Agreement. This Note is secured by a security interest in certain Assets of
Maker pursuant to that certain Security Agreement, of even date herewith, by and between Maker and Lender.
Interest payable from time to time, at any time, or in the aggregate during the term of this Note shall in no event
exceed the maximum contract rate permitted under Arizona law (the "Applicable Usury Law"). Interest shall be
calculated on the basis of a three hundred sixty five (365) level day year, actual days elapsed.
Absent default, this Note shall be payable in installments of equal monthly Principal and Interest payments of
Thirty Six Thousand Nine Hundred Twenty Nine Dollars and Forty One Cents ($36,929.41), beginning on July
15, 2000, and continuing on the fifteenth day of each successive calendar month thereafter during the term of this
Note. Notwithstanding anything to the contrary herein contained; (a) the first payment due under this Note shall
be adjusted by adding in accrued but unpaid