2.1.3      A proceeding or case shall be commenced, without the application or

consent of “COMPANY” in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets, or (iii) similar relief in respect of it, under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days; or an order for relief shall be entered in an involuntary case under such Bankruptcy Code against “COMPANY”; or an action under the laws of the  jurisdiction of its domicile analogous to any condition or of the foregoing shall be taken and shall continue unstayed and in effect for any period of sixty (60) consecutive days.

            2.2          Suits for Enforcement.    If any Event of Default shall have occurred and be continuing, LENDER may proceed to protect and enforce its rights, either by suit in equity or by action at law, or both, whether for the specific performance of any covenant or agreement contained in this Promissory Note or in aid of the exercise of any power granted in this Promissory Note, and LENDER may proceed to enforce the payment of all sums due hereunder or to enforce any other legal or equitable right as the holder thereof. “COMPANY” covenants that, if it shall default in the making of any payment due under this Promissory Note or in the performance or observance of any condition or agreement contained herein, it will pay LENDER such further amounts, to the extent lawful, as shall be sufficient to pay the costs and expenses of collection or of otherwise enforcing LENDER's rights, including reasonable legal fees as shall be determined and awarded by the Court.

                2.3          Remedies Cumulative.     No remedy herein conferred upon LENDER is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

2.4      Remedies Not Waived.     No course of dealing between “COMPANY” and LENDER and no delay or failure in exercising any rights hereunder or under this Promissory Note shall operate as a waiver of any of LENDER's rights with respect thereto.

2.5      Seniority Rights / Preference and Payment. This Note will have equal rights of preference and payment and the Company agrees to provide seniority in right of preference and payment of all interest and principal, and any related fees and charges, to any unsecured obligations incurred for monies borrowed by the Company subsequent to the date of this Memorandum. The Company has never issued secured debt and has  $”AMOUNT” of existing senior debt.

3.            MISCELLANEOUS

                3.1          Unsecured Obligation.  The obligation evidenced by this Promissory Note is unsecured.

                3.2          Place of Payment.  “COMPANY” shall pay all amounts which become due and payable thereon to LENDER at his address set forth in Paragraph 1 hereof, or at such other place and in such other manner as LENDER may designate by notice to “COMPANY”, without presentation or surrender of the original of this Promissory Note.

                3.3          Notices.  All notices, opinions and other communications provided for in this Promissory Not shall be in writing and either personally delivered or mailed, first class postage prepaid, addressed (i) if to “COMPANY”, at its address set forth in herein, or at such other addresses as “COMPANY” may hereafter designate by notice to LENDER, or (ii) if to LENDER, at its address set forth in Paragraph 1 hereof, or at such other address as LENDER may hereafter designate by notice to “COMPANY”.  A notice shall be deemed given ten (10) days after the date it is mailed as herein provided, or upon the date personal delivery is made.

            3.4          Gender.  The neuter, feminine, and masculine pronoun when used in this Promissory Note shall include each of the other genders.  The captions and headings that may be found in this Promissory Note are inserted only as a matter of reference and in no way amplify, define, or modify the scope or intent of any such sections of this Promissory Note or in any way affect this Promissory Note.

                3.5          Legal Jurisdiction.  This Promissory Note shall be governed by and construed in accordance with the laws of the State of California.

                3.6          Attorneys Fees.  In the event of any litigation for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, any Court of appropriate jurisdiction located in Orange County, USA, shall hear jurisdiction and the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys fees as may be awarded by the Court.

                3.7          Entirety of Agreement and Amendment. This Promissory Note supersedes any and all other agreements, either oral or in writing, between “COMPANY” and LENDER with respect to its subject matter, and contains all of the covenants and agreements or references all agreements between “COMPANY” and LENDER with respect to such matters, in any manner whatsoever except for as outlined in any agreement incorporated by reference into this Promissory Note.  Any term, covenant, agreement or condition of this Promissory Note may be amended only by mutual agreement of “COMPANY” and LENDER in writing.

                Executed at Irvine, California, as of the date first set forth above.

                                                By:                                                         

                                                      Chairman/CEO