EXHIBIT 10.8
                          NOTE SECURED BY DEED OF TRUST


Borrowers:  Lee H. and Michele Kasper    Lender:  Skura Intercontinental Trading
            3841  Hayvenhurst  Drive              Company
            Encino,  California  91436            24865  Avenue  Rockefeller
                                                  Valencia,  California  91355
______________________________________________________________________________

PRINCIPAL  AMOUNT:  $500,000.00             DATE  OF  NOTE:  FEBRUARY  19,  2003

     For  value  received,  the  undersigned,  LEE  H. KASPER and MICHELE KASPER
(hereinafter  collectively  referred  to  as  "Borrower"), promise to pay to the
order  of  SKURA  INTERCONTINENTAL  TRADING  COMPANY  (hereafter  referred to as
"Lender"),  at its office address described above or at Lender's option, at such
other place as may be designated from time to time by Lender, in lawful money of
the  United  States  of  America,  the  sum  of  FIVE  HUNDRED  THOUSAND DOLLARS
($500,000),  with  interest on the unpaid principal computed from May 1, 2003 at
an  interest  rate of three percent (3%).    Payment is to be made in thirty-six
(36)  equal monthly installments of FOURTEEN THOUSAND FIVE HUNDRED FORTY DOLLARS
AND  SIXTY  CENTS  ($14,540.60),  commencing  on  May  1,  2003,  and continuing
thereafter  on  the 1st day of each successive month for thirty-six (36) months.
Upon  execution  of  this  Note, Borrower shall deliver to Lender, 36 post-dated
checks for payment in accordance with the terms of this Note.  If any payment is
not  received by Lender by the 1st of each month, then three percent (3%) of the
then-due payment shall be charged for the late payment which shall be due on the
next  calendar  day after the payment is due in addition to interest. Any checks
received  and returned for insufficient funds shall result in a charge of $50.00
plus  any late fees that may accrue.  Borrower agrees to pay Lender's legal fees
and  the  Title  fees  incurred  in  connection  with  making this secured loan.

     Payment  of any installment of principal or interest owing on this Note may
be  made prior to the maturity date without penalty. Upon default of Borrower in
making  any  payment due under the terms of this Note, the interest rate on this
Note  shall  thereafter  be  the  maximum  legal  rate,  at  Lender's  election.

     The  term  "Indebtedness"  as  used  herein  shall  mean  the  indebtedness
evidenced  by  this  Note,  including  principal,  interest  and other expenses,
whether contingent, now due or hereafter to become due. The term "Collateral" as
used in the Note shall mean the real property located at 3841 Hayvenhurst Drive,
Encino,  California  91436  as  well  as  any  funds,  guaranties, machinery and
equipment,  inventory, accounts receivable or other personal or real property or
rights  of  any  nature whatsoever, or the proceeds thereof which may have been,
are,  or  hereafter  may  be, assigned, pledged or hypothecated, directly by the
undersigned  or  by  third  parties, in connection with, or as security for, the
Indebtedness  or  any  part  thereof.

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     The  Indebtedness  shall immediately become due and payable, without notice
or  demand,  upon the appointment of a receiver or liquidator, whether voluntary
or involuntary, for the undersigned or for any Collateral; or upon the filing of
a  petition  by  or  against  the  undersigned under the provisions of any State
insolvency  law or under the provisions of the Bankruptcy Reform Act of 1978, as
amended;  or upon the making by the undersigned of an assignment for the benefit
of  its  creditors.  The  Indebtedness shall immediately become due and payable,
without  notice or demand, upon the sale or transfer of a substantial portion of
the  assets  of  Borrower, other than in the ordinary course of business. Lender
may  declare  a default immediately and without notice or demand or any right to
cure  by  the  undersigned  upon  the  occurrence of all or any of the following
events:

     1.     Failure  to  pay  any  part  of  the  Indebtedness  when  due;

     2.     Nonperformance  by  the  undersigned  of  any agreement with, or any
condition  imposed  by  Lender;

     3.     Undersigned's  failure  in any application to Lender to disclose any
fact  deemed  by  Lender  to be material or of the making in any other documents
submitted  in  connection  with the application, of any misrepresentation by, on
behalf  of,  or  for  the  benefit  of  the  undersigned;

     4.     The  reorganization  (other than a reorganization pursuant to any of
the  provisions  of  the Bankruptcy Reform Act of 1978, as amended) or merger or
consolidation  (or  the  making of the any agreement therefor) without the prior
written  consent  of  Lender;

     5.     The undersigned's failure duly to account, to Lender's satisfaction,
at  such  time  or  times  as  Lender may require, for any of the Collateral, or
proceeds,  coming  into  the  control  of  the  undersigned;  and/or

     6.     The  institution  of  any  suit  affecting the undersigned deemed by
Lender  to  affect  adversely  its  interest  hereunder  in  the  Collateral  or
otherwise.

Lender's  failure  to  exercise  its  rights  under  this  paragraph  shall  not
constitute  a  waiver  of  any  such  default.

     Upon  the  nonpayment  of  the Indebtedness, or any part thereof, when due,
whether  by  acceleration  or otherwise, Lender is empowered to sell, assign and
deliver  the  whole  or  any  part  of the Collateral at public or private sale,
without  demand,  advertisement or notice of the time or place of sale or of any
adjournment  thereof,  which  are  hereby  expressly waived. After deducting all
expenses  incidental to or arising from such sale or sales, Lender may apply the
residue  of  the  proceeds  to the payment of the Indebtedness, as it shall deem
proper, returning the excess, if any, to the undersigned. The undersigned hereby
waives  all  right  of  redemption or appeasement, whether before or after sale.

<PAGE>

     Lender  is  further  empowered  to  collect,  or  cause  to be collected or
otherwise to be converted into money, all or any part of the Collateral, by suit
or  otherwise, and to surrender, compromise, release, renew, extend, exchange or
substitute  any  item  of the Collateral in transactions with the undersigned or
any  third party, irrespective of any assignment thereof by the undersigned, and
without  prior notice to or consent of the undersigned or any assignee. Whenever
any  item of the Collateral shall not be paid when due, or otherwise shall be in
default,  whether  or not the Indebtedness, or any part thereof, has become due,
Lender  shall  have  the same rights and powers with respect to such item of the
Collateral  as  are  granted  in  this  paragraph  in  case of nonpayment of the
Indebtedness,  or  any  part  thereof,  when  due. None of the rights, remedies,
privileges  or  powers  of  Lender  expressly  provided  for  therein  shall  be
exclusive,  but  each  of them shall be cumulative with and in addition to every
other  right,  remedy, privilege and power now or hereafter existing in favor of
Lender,  whether  at  law  or  equity,  by  statute  or  otherwise.

     The undersigned agree to take all necessary steps to administer, supervise,
preserve  and  protect  the  Collateral;  and  regardless of any action taken by
Lender,  there  shall  be  no  duty upon Lender in this respect. The undersigned
shall  pay  all  expenses of any nature, whether incurred in or out of court and
whether  incurred before or after this Note shall become due at is maturity date
or  otherwise,  including,  but  not  limited to, reasonable attorney's fees and
costs,  which  Lender  may  deem  necessary  or  proper  in  connection with the
satisfaction  of  the  Indebtedness  or  the  administration,  supervision,
preservation,  protection  of (including, but not limited to, the maintenance of
adequate insurance) or the realization from the Collateral. Lender is authorized
to  pay at any time, and from time to time, any or all of such expenses, add the
amount  of  such  payment  to the amount of the Indebtedness and charge interest
thereon at the rate specified with respect to the principal amount of this Note.

     The  security  rights  of  Lender  and  its  assigns hereunder shall not be
impaired  by  Lender's sale, hypothecation or rehypothecation of any note of the
undersigned  or  any item of Collateral or by any indulgence, including, but not
limited  to:

     1.     Any  renewal,  extension or modification which Lender may grant with
respect  to  the  Indebtedness  or  any  part  thereof;

     2.     Any  surrender, compromise, release, renewal, extension, exchange or
substitution  which  Lender  may  grant  in  respect  of  the  Collateral;  or

     3.     Any  indulgence  granted  in  respect  of any endorser, guarantor or
surety.

The  purchaser,  assignee,  transferee, pledgee of this Note, the Collateral and
guaranty,  and  any other document (or any of them) sold, assigned, transferred,
pledged or repledged shall forthwith become vested with and entitled to exercise
all  the  powers  and  rights  given  by  this  Note and all applications of the
undersigned  to  Lender  or, as if the purchaser, assignee, transferee or pledge
were  originally  named  as  Payee  in  this  Note  and  in  the application(s).
<PAGE>

     This  Agreement constitutes the sole and only agreement between the parties
respecting  the  terms hereto. Any prior agreements, whether oral or in writing,
shall  be  void  and  of  no  further  effect.

     In  the  event  that the interest rate herein exceeds the maximum allowable
interest  rate,  the  interest rate will automatically be reduced to the maximum
interest  rate  permissible  under  the  law.

     In  the  event  that  any  provision  of  this  Note  or portion thereof is
adjudicated  by  court  judgment,  order  or  decree  by  a  Court  of competent
jurisdiction  to  be  void,  invalid  or  otherwise unenforceable, the remaining
provisions  or  portions  thereof  shall  remain  fully  valid,  enforceable and
binding.

     This  Agreement may only be modified by a writing signed by both parties to
this  Agreement.

     Lender  may,  with  or  without  notice,  assign  this  Note and underlying
agreements  in whole or in part. This note shall inure to the benefit of Lender,
its successors and assigns and shall bind the undersigned, and the undersigned's
heirs,  executors,  administrators,  successor  and  assigns.

     Any  waiver  of  a  specific  default  by  Lender  under  the terms of this
Agreement shall only be a waiver as to that one specific instance of default and
shall  not act as a waiver of any or all other subsequent waivers. Waiver, if it
should  occur,  may  only  occur in writing and may not be done orally or by the
passage  of  time.

DATED  February  ____,  2003          BORROWERS


                                          By:___________________________________
                                             Lee  H.  Kasper

                                          By:___________________________________
                                             Michele  Kasper


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