$ 150,000.00 SEPTEMBER 28, 2004
FOR VALUE RECEIVED, Reed's Inc. , a Delaware Corporation ("Borrower"), promises to pay to the order of
BAY BUSINESS CREDIT, a California Corporation, at the place from time to time designated by the holder
hereof, the principal sum of One Hundred and Fifty Thousand Dollars and no cents ($150,000.00) together with
interest thereon at the times and at the rate specified herein.
Principal of this Note shall bear interest until payment in full (computed on the decreasing balance of the principal
sum and on the basis of a three hundred sixty (360) day year) at Comerica Bank-California prime plus "prime
rate") as from 10 %. Should there be any change in the so-called reference rate (sometimes known as time to
time announced by Comerica Bank-California, or such other rate as Comerica Bank-California may substitute
therefore from the rate on the date of this agreement, the rate of interest charged to us shall be changed by a like
amount. The rate of interest charged to us shall not however at any time be less than 12% per annum.
Principal and interest of this Note shall be paid in installments as follows:
All interest shall be paid monthly and shall be due commencing on June 1, 2003 and continuing thereafter on the
first of each month. Principal shall be payable in installments of Four Thousand Dollars ($ 4,000.00 ) starting on
November 1, 2004 and continuing on the first of each month until paid in full.
Interest charges and any other charges provided for herein may be added when due to the principal amount and
shall thereafter be subject to interest charges. A written statement of the interest accrued and due on the
aforementioned monthly basis shall be made by the holder hereof and sent to Borrower for each month during the
term of this obligation. Payment shall be made by Borrower within ten
(10) days of receipt of each written statement, or on the lst day of each respective calendar month, which ever
first occurs. Payments not