Form Of Unsecured Subordinated Promissory Note

EXHIBIT 10.9


THIS PROMISSORY NOTE, AND ALL PAYMENTS HEREUNDER, ARE EXPRESSLY SUBORDINATE IN
ALL RESPECTS TO THE MAKER'S INDEBTEDNESS TO
FARM CREDIT SERVICES


UNSECURED SUBORDINATED PROMISSORY NOTE


$ Boulder, Colorado
---------------- March 20, 1997


For value received, HORIZON ORGANIC DAIRY, INC., a Colorado corporation (the "Maker"), whose address is 7490 Clubhouse Road, Suite 100, Boulder, Colorado 80301, promises to pay to the order of ________________________________________________________________ (the "Holder"), whose address is _______________________________________________________, the principal sum of __________________________________________ ($______________), plus interest on the unpaid balance from the date stated above until paid in full at the "Interest Rate" as hereafter defined.


This Note is given by Maker to Holder pursuant to the terms and conditions of the Acquisition Agreement of even date herewith (the "Acquisition Agreement") among Maker, Holder and others. This Note is subject to the terms and conditions set forth in the Acquisition Agreement to the extent that such terms and conditions are not expressly set forth herein, including, without limitation partial acceleration of the principal due hereunder, certain offset rights and Holder's subordination obligations.


For purposes of this Note, "Interest Rate" means a rate per annum equal to one percent (1%) plus a varying rate per annum that is equal to the prime rate as announced in the Wall Street Journal, which rate represents the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation's thirty (30) largest banks on the date of this Note and September 30 and March 31 of each year, with the first adjustment made on September 30, 1997. Interest shall be paid ...