PROMISSORY NOTE SECURED BY DEED OF TRUST

              1.           FOR VALUE RECEIVED, FRESH CHOICE, INC., a Delaware corporation, ("Borrower"), promises to pay to the order of MID-PENINSULA BANK, a California banking corporation ("Bank"), c/o Greater Bay Bancorp, 2860 West Bayshore Boulevard, Palo Alto, CA 94303, or at such other place as Bank may from time to time designate in writing, the principal sum of Two Million Two Hundred Thousand and No/100ths Dollars ($2,200,000.00) (the "Maximum Loan Amount"), or so much of that sum as may be advanced under this Promissory Note Secured by Deed of Trust ("Note"), plus interest as specified in this Note from the date of disbursement.  This Note evidences a loan ("Loan") from Bank to Borrower.

              2.           (a) The principal sum outstanding from time to time shall bear interest at the Note Rate, as defined below, and such interest shall be calculated at a daily rate of 1/360ths of one (1) year's interest at the Note Rate times the number of days that principal is outstanding.  The "Note Rate" shall be equal to five eighths of one percentage point (0.625%) per annum in excess of the Prime Rate in effect from time to time.  The "Prime Rate" shall be equal to the Wall Street Journal Prime Rate as quoted daily in the money and investing section of the Western Edition of the Wall Street Journal.

                            (b) The Note Rate shall be subject to adjustment for any increase or decrease in the Prime Rate effective as of the date of each such change.  Should the Wall Street Journal Prime Rate no longer exist, the Prime Rate shall be deemed to be the average prime interest rate for each calendar month (as of the first day of each such calendar month) of the three largest (total assets) banking institutions in the continental United States then determining such prime interest rate.

              3.           Principal and interest shall be payable as follows:

                            (a)         Interest only shall be payable on September 2, 2001.

                            (b)         Commencing on the second day of October, 2001, and continuing on the second day of each calendar month thereafter for eighty-two (82) additional months, monthly installments of principal and interest shall be due and payable. Initially, the amount of the monthly principal and interest installment shall be equal to the amount which would be payable in order to fully amortize the outstanding principal balance hereof as of September 2, 2001  based upon the Note Rate in effect as of September 2, 2001 and a fifteen (15) year amortization period. Thereafter, the monthly principal and interest installments shall, at the sole option of Bank,  be subject to adjustment in response to any changes in the Note Rate to an amount which would be payable in order to fully amortize the then outstanding principal balance hereof  based upon the revised Note Rate then in effect and an amortization period of fifteen (15) years less the number of months elapsed since  September 2, 2001, such change in the monthly installment payments of principal and interest to take effect on the first day of the first calendar month following such change in the Note Rate.