<PAGE>
                                                                   Exhibit 10.33


                                 PROMISSORY NOTE


<TABLE>
<CAPTION>
    Principal        Loan Date     Maturity       Loan No       Call/Coll      Account       Officer       Initials
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>           <C>            <C>            <C>            <C>           <C>           <C>
  $2,000,000.00     12-21-2001    05-30-2003     89000103         3025          307877         076
</TABLE>


References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

      Any item above "***" has been omitted due to text length limitations.

Borrower:  microHelix, Inc.             Lender:  WEST COAST BANK
           16125 SW 72nd Ave                     Portland Metro Business Banking
           Tigard, OR  97224                     1000 SW Broadway, Suite 1100
                                                 Portland, OR  97205

<TABLE>
<S>                <C>             <C>            <C>      <C>            <C>
Principal Amount:  $2,000,000.00   Initial Rate:  5.75%    Date of Note:  December  21, 2001
</TABLE>

PROMISE TO PAY. microHelix, Inc. ("Borrower") promises to pay to WEST COAST BANK
("Lender"), or order, in lawful money of the United States of America, the
principal amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much as
may be outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each
advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on May 30, 2003. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning January 30, 2002, with all subsequent interest payments to be
due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges. The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above of at such other place as tender may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime rate as
published in the "Money Rates" section of the West Coast Edition of the Wall
Street Journal. (When a range of rates has been published, the higher of the
rates will be used) (the "Index"). The index is not necessarily the lowest rate
charged by Lender on its loans. If the index becomes unavailable during the term
of this loan, Lender may designate a substitute index after notice to Borrower.
Lender will tell Borrower the current index rate upon Borrower's request. The
interest rate change will not occur more often than each day. Borrower
understands that Lender may make loans based on other rates as well. The Index
Currently is 4.750% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 1.000 percentage point over
the index, resulting in an initial rate of 5.750% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, Including any check or other payment instrument
that indicates that the payment constitutes "payment in full of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: WEST COAST BANK, WEST COAST
CREDIT CENTER, P.O. BOX 8000 WILSONVILLE, OR 97070.

LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged
6.500% of the unpaid portion of the regularly scheduled payment or $25.00,
whichever is greater.

INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
Increase the variable interest rate on this Note to 7.000 percentage points over
the index. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         Payment Default. Borrower falls to make any payment when due under this
         Note.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or in
         any of the related documents or to comply with or to perform any term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished, or becomes false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrowers property, any assignment for the
         benefit of creditors, any type of
<PAGE>
         creditor workout, or the commencement of any proceeding under any
         bankruptcy or insolvency laws by or against Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         Includes a garnishment of any of Borrower's accounts, Including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and it Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any guarantor, endorser, surety, or accommodation party of
         any of the indebtedness or any guarantor, endorser, surety, or
         accommodation party dies or becomes Incompetent, or revokes or disputes
         the validity of, or liability under, any guaranty of the indebtedness
         evidenced by this Note. In the event of a death, Lender, at its option,
         may, but shall not be required to, permit the guarantor's estate to
         assume unconditionally the obligations arising under the, guaranty in a
         manner satisfactory to Lender, and, in doing so, cure any Event of
         Default.

         Change in Ownership. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         Insecurity.  Lender in good faith believes itself insecure.

         Cure Provisions. If any default, other than a default in payment is
         curable and if Borrower has not been given a notice of a breach of the
         same provision of this Note within the preceding twelve (12) months, it
         may be cured (and no event of default will have occurred) if Borrower,
         after receiving written notice from Lender demanding cure of such
         default: (1) cures the default within fifteen (15) days; or (2) if the
         cure requires more than fifteen (15) days, immediately initiates steps
         which Lender dooms in Lender's sole discretion to be sufficient to cure
         the default and thereafter continues and completes all reasonable and
         necessary steps sufficient to produce compliance as soon as reasonably
         practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, Including
attorneys' fees, expenses for bankruptcy proceedings (Including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State or Oregon. This Note has
been accepted by Lender in the State of Oregon.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $80.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This Includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not Include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

COLLATERAL. Borrower acknowledges this Note is secured by Security Agreement
dated December 21, 2001, all the terms and conditions of which are hereby
Incorporated and made a part of this Note.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or as
provided in this paragraph. Lender may, but need not, require that all oral
requests be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's
office shown above. The following persons currently are authorized to request
advances and authorize payments under the line of credit until Lender receives
from borrower, at Lender's address shown above, written notice of revocation of
their authority: Richard G Sass, President of microHelix, Inc.; Jane K Conner,
Treasurer of microHelix, Inc.; Terrence A Rixford, CFO of microHelix, Inc.;
Tyram H Pettit, COO of microHelix, Inc., and Kimberly Edwards, Controller of
microHelix, Inc. Borrower agrees to be liable for all sums either: (A) advanced
in accordance with the instructions of an authorized parson or (B) credited to
any of Borrower's accounts with Lender, regardless of the fact that persons
other than those authorized to borrow have authority to draw against the
accounts. The unpaid principal balance owing on this Note at any time may be
evidenced by endorsements on this Note or by Lender's internal records,
Including daily computer print-outs. Lender will have no obligation to advance
funds under this Note if, (A) Borrower or any guarantor is in default under the
terms of this Note or any agreement that Borrower or any guarantor has with
Lender, Including any agreement made in connection with the signing of this
Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
any guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such guarantor's guarantee of this Note or any other loan with Lender; (D)
Borrower has applied funds provided pursuant to this Note for purposes other
than those authorized by Lender; or (E) Lender in good faith believes itself
insecure.
<PAGE>
ARBITRATION. Borrower and Lender agree that all disputes, claims and
controversies between them whether individual, joint, or class in nature,
arising from this Note or otherwise, Including without limitation contract and
tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association in effect at the time the claim is filed, upon request
of either party. No act to take or dispose of any collateral securing this Note
shall constitute a waiver of this arbitration agreement or be prohibited by this
arbitration agreement. This Includes, without limitation, obtaining injunctive
relief or a temporary restraining order; foreclosing by notice and sale under
any deed of trust or mortgage; obtaining a writ of attachment or imposition of a
receiver, or exercising any rights relating to personal property, Including
taking or disposing of such property with or without judicial process pursuant
to Article 9 of the Uniform Commercial Code. Any disputes, claims, or
controversies concerning the lawfulness or reasonableness of any act, or
exercise of any right, concerning any collateral securing this Note, Including
any claim to rescind, reform, or otherwise modify any agreement relating to the
collateral securing this Note, shall also be arbitrated, provided however that
no arbitrator shall have the right or the power to enjoin or restrain any act of
any party. Judgment upon any award rendered by any arbitrator may be entered in
any court having jurisdiction. Nothing in this Note shall preclude any party
from seeking equitable relief from a court of competent jurisdiction. The
statute of limitations, estoppel, waiver, laches, and similar doctrines which
would otherwise be applicable to an action brought by a party shall be
applicable in any arbitration proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement of an action for these purposes. The
Federal Arbitration Act shall apply to the construction, interpretation, and
enforcement of this arbitration provision.

CHOICE OF VENUE. If there is a lawsuit, you (borrower) agree upon our request to
submit to the jurisdiction of the courts of the State of Oregon in Multnomah
County, and that venue is proper in such courts.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
Upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

UNDER OREGON LAW MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER),
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE
ENFORCEABLE.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:



MICROHELIX, INC.


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<S>                                                          <C>
By:             /s/                                          By:             /s/
    ----------------------------------------------               ----------------------------------------------
    Richard G. Sass, President of microHelix, Inc.               Jane K. Conner, Treasurer of microHelix, Inc.
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