Exhibit 10.a


    UNSECURED
      PROMISSORY NOTE

     

     

    $5,000.00       
               October
      1, 2004

    5%
      Interest         Bakersfield,
      California

    


    THIS
      UNSECURED
      PROMISSORY NOTE (THIS "NOTE")

    CONTAINS
      AN ACCELERATION CLAUSE.

    


    DO
      NOT DESTROY THIS NOTE. WHEN PAID, THIS

    NOTE
      SHOULD BE SURRENDERED FOR CANCELLATION.

     

     

    Recitals

    


    


    THIS
      UNSECURED PROMISSORY NOTE (this "Note") is
      made
      and entered into in reliance on the accuracy of the following facts and
      circumstances, which are acknowledged by the parties to be accurate, complete
      and true:

    


    A. On
      or
      about October 10, 2004, Pebble
      Beach Enterprises,
      a
      Nevada corporation ("Maker”) borrowed the amount of Five Thousand Dollars and No
      Cents ($5,000.00) from ADAVCO,
      INC.,
      a
      California corporation ("Payee"), for the sum of Five Thousand Dollars and
      No
      Cents ($5,000.00) ("the Loan") plus interest accrued on the unpaid principal
      balance hereof at a rate of 5% per anum; and,

    


    C. The
      purpose of this Note is to memorialize Loan and its repayment by maker to
      payee;

    


    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereby expressly agree and contract as follows:

    
      
        
        

      

      
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    The
      Note

     

        1. Obligation.
      For
      value received, Maker hereby unconditionally promises to pay Payee or order
      at
P.O.
      Box
      2346 in Bakersfield, California 93303, or
      at
      such other place as Payee may from time to time designate in writing to Maker,
      the
      principal amount of
      Five
      Thousand Dollars and No Cents ($5,000.00),
      together with interest accrued at the rate of 5% per anum. The parties
      contemplate and understand that the Loan will be repaid within thirty-six (36)
      months.

     

        2. Payment
      of Principal and Interest.
      Principal and interest shall be payable in lawful money of the United States
      in
      immediately available funds. Such principal and interest shall be all due,
      owing
      and payable on October 10, 2007, when the remaining, unpaid principal
      amount hereof together with any and all accrued but unpaid interest shall be
      due, owing and payable in full. Any and all payments made hereunder, including
      prepayments allowed under Section 3, shall be credited initially on interest
      then due and subsequently on principal, and interest shall thereupon cease
      upon
      the principal so credited.

     

       3. Prepayment
      Right.
      Maker
      shall have the right to prepay all or any part of the principal amount hereof
      or
      interest due, owing and payable hereunder at any time, without a penalty or
      premium.

     

        4. Late
      Charge.
      If any
      payment is not received by Payee within ten (10) days after it is due, owing
      and
      payable under Section 2, Maker shall pay to Payee a late charge of ten percent
      (10%) per annum as liquidated damages in lieu of actual damages except interest
      and costs of collection and suit, including, but not limited to attorneys'
      fees
      and disbursements. Maker and Payee agree that this late charge represents a
      reasonable estimate of Payee's costs and expenses that he will incur because
      of
      any late payment in lieu of actual damages except interest and costs of
      collection and suit, including, but not limited to, attorneys' fees and
      disbursements.

     

        5. Limitation
      on Interest Charged.
      Notwithstanding any provision herein to the contrary, including, but not limited
      to Sections 2 and 4, the interest rate charged to and to be paid by Maker
      hereunder shall not exceed the maximum rate permitted to be charged under
      law.

     

        6. Default;
      Acceleration.
      Except
      as otherwise provided in Section 2, and in the event of the
      following:

    


    
      	 	
              a.

            	
              Any
                default by Maker in the performance of Maker's duties, obligations
                and
                responsibilities under this Note;

            


    

    


    
      	 	
              b.

            	
              The
                filing of any petition by or against Maker in any court, whether
                or not
                pursuant to any statute of the United States or of any state, in
                any
                bankruptcy, reorganization, composition, extension, arrangement or
                insolvency proceedings, and Maker shall thereafter be adjudicated
                bankrupt, or such petition be approved by the court, or the court
                assumes
                jurisdiction of the subject matter, and such proceedings not be dismissed
                with ninety (90) days after the institution of the
                same;

            


    

    


    
      	 	
              c.

            	
              The
                appointment of a receiver or trustee in any proceeding for all or
                any
                portion of Maker's property, and such receivership or trusteeship
                not be
                vacated within ninety (90) days after the appointment of such receiver
                or
                trustee;

            


    

    


    
      	 	
              d.

            	
              An
                assignment by Maker for the benefit of its
                creditors;

            


    

    


    
      	 	
              e.

            	
              The
                sale, transfer or other disposition of
                Maker's property,
                or contract to do so by Maker without the prior written consent of
                Payee;
                or,

            


    

    


    
      	 	
              f.

            	
              The
                foreclosure upon all or any portion of the
                Maker's property,
                or the condemnation, seizure, attachment or appropriation
                thereof,

            


    

    


    then
      in
      such event the entire indebtedness hereunder shall be immediately due and
      payable at the option of Payee.

    
      
        
        

      

      
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    7. Remedies
      Not Exclusive.
      Any
      party's use of any remedy specified herein for the enforcement of this Note
      is
      not exclusive and shall not deprive such party of, or limit the application
      of,
      any other remedy provided by law, at equity or otherwise.

    


    8. Attorneys'
      Fees and Costs.
      In
      the
      event of any action at law or in equity between the parties to enforce or
      interpret this Note, the unsuccessful party to such litigation shall pay to
      the
      successful party all costs and expenses, including reasonable attorneys' fees
      and disbursements, incurred therein by such successful party and, if such
      successful party shall recover judgment in any such action or proceedings,
      such
      costs, expenses and attorneys' fees and disbursements may be included in and
      as
      a part of such judgment. The successful party shall be the party who is entitled
      to recover his costs of suit, whether or not the suit proceeds to final
      judgment. If no costs of suit are awarded, then the successful party shall
      be
      determined by the court. For
      the
      purpose of this Section, the term "attorneys' fees and disbursements" shall
      include, but not be limited to, fees and disbursements incurred in connection
      with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion,
      proceeding or other activity of any kind or nature in connection with a
      bankruptcy proceeding or case arising out, concerning or related in any way
      to
      any petition under Title 11 of the United States Code, as the same shall be
      in
      effect from time to time, or any similar law; (iv) garnishment, levy, and debtor
      and third party examinations; and, (iv) postjudgment motions, proceedings or
      activity of any kind or nature, including, but not limited to, any activity
      taken to collect or enforce any judgment.

    


    9. Waiver.
      No
      waiver of any default or failure or delay to exer-cise any right or remedy
      by
      Payee shall operate as a waiver of any other default or of the same default
      in
      the future or as a waiver of any right or remedy with respect to the same or
      any
      other occurrence. Presentment, notice of dishonor or demand, protest and
      diligence in collection and bringing suit, including the pleading of any statute
      of limitations as a defense to any demand against Maker, are hereby waived
      by
      Maker, who consents that the time for payment of this Note may be extended
      from
      time to time without notice by Payee.

    


    10. Further
      Assurances.
      Each
      party shall execute and deliver any and all additional papers, documents or
      other assurances and shall perform any further acts which may be reasonably
      necessary to carry out the intent of the parties and this Note.

    


    11. Notices.
      All
      notices, demands, or other communications that either party desires or is
      required or permitted to give or make to the other party under or pursuant
      to
      this Note (collectively referred to as "notices") shall be made or given in
      writing and shall either be: (i) personally served; (ii) sent by registered
      or
      certified mail, postage prepaid; (iii) sent by telex or facsimile ("fax");
      or,
      (iv) sent by a nationally recognized overnight delivery service or courier
      (such
      as Federal Express or DHL). All notices shall be addressed or faxed to or
      personally served on the parties as follows:

    


    


    Maker:  Aaron
      J.
      Hashim

    President

    PEBBLE
      BEACH ENTERPRISES, INC.

    P.O.
      Box
      2346

    Bakersfield,
      CA 93303

    Telephone
      No. (661) 327-0067

    Telefax
      No. (661) 326-0361

    


    


    Payee:  Mrs.
      Annette L. Davis

    President

    ADAVCO,
      INC.

    P.O.
      Box
      2346

    Bakersfield,
      CA 93303

    Telephone
      No. (661) 654-0803

    Telefax
      No. (661) 654-0806


    
      
        
        

      

      
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    Notices
      given by a party pursuant to the alternative methods described in this section
      shall be deemed to have been delivered to and received by the other party at
      the
      following times:

    


    
      	 	
              a.

            	
              For
                notices personally served, on the date of hand delivery to the other
                party
                or its duly authorized employee, representative, or agent;
                

            


    

    


    
      	 	
              b.

            	
              For
                notices given by registered or certified mail, on the date shown
                on the
                return receipt as having been delivered to and received by the other
                party
                or parties;

            


    

    


    
      	 	
              c.

            	
              For
                notices given by fax, on the date the notice is faxed to the other
                party
                or parties; provided, however, that notices given by fax shall not
                be
                effective unless either (i) a duplicate copy of such faxed notice
                is
                promptly given by first-class mail, postage prepaid, and addressed
                as
                provided above, or (ii) the sending party's facsimile equipment is
                capable
                of providing a written confirmation of the receiving party's receipt
                of
                such notice; provided further, however, any notice given by fax shall
                be
                deemed received on the next business day if such notice is received
                after
                5:00 p.m. (recipient's time) or on a nonbusiness day;
                or,

            


    

    


    
      	 	
              d.

            	
              For
                notices delivered by overnight courier, on the next business day
                after
                same has been deposited with the courier as evidenced by the receipt
                provided by such courier to the party giving
                notice.

            


    

    


    Each
      party shall make an ordinary, good faith effort to ensure that it will accept
      or
      receive notices that are given in accordance with this section, and that any
      person to be given notice actually receives such notice. A party may change
      or
      supplement its designated agent, address, or fax number given above, or
      designate additional agents, addresses or fax numbers for notice purposes,
      by
      giving notice to the other party in the manner set forth in this section,
      provided that any such address change shall not be effective until five (5)
      days
      after the notice is delivered or received by the other party.

    


    12. Binding
      Effect.
      This
      Note shall inure to and for the benefit of and be binding upon each party's
      respective parent, subsidiary or affiliated organizations, administrators,
      agents, attorneys, beneficiaries, conservators, custodians, directors,
      employees, executors, guardians, heirs, independent contractors, joint
      venturers, members, officers, partners, predecessors, representatives, servants,
      stockholders, successors, and all others acting for, under, or in concert with
      it, including associations, corporations, limited liability companies, and
      general or limited partnerships, past, present, and future.

    
      
        
        

      

      
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    13. Assignment.
      Notwithstanding Section 12, Maker
      shall have no right to assign its rights, or duties, obligations or
      responsibilities under this Note without the prior written consent of Payee
      as
      exercised in its sole and absolute discretion. Payee may assign his rights
      under
      this Note at any time.

    


    14. No
      Third Party Beneficiary.
      This
      Note is made for the sole benefit of the parties and their respective successors
      and assigns and no other person or persons shall have any right of action
      hereon.

    


    15. Entire
      Agreement.
      This
      Note contains the entire agreement between the parties and constitute an
      integration of the entire agreement, contract, promise and understandings of
      the
      parties. All prior agreements, conditions, contracts, promises, representations,
      understandings, or warranties, whether oral of written, express or implied,
      concerning the subject matter of this Note are expressly superseded hereby
      and
      have no further force or effect.

    


    16. Modification.
      This
      Note may not be altered, amended, or modified in any respect, except by a
      writing duly executed by all the parties.

    


    17. Governing
      Law; Venue.
      This
      Note
      shall be construed, enforced, governed by, interpreted and performed pursuant
      to
      the internal laws, and not the law of conflicts, of the State of California
      applicable to agreements, contracts and understandings made and to be performed
      in such state. The parties also agree that this Note is made and to be performed
      in Kern County, California, and therefore that the only proper venue for any
      litigation shall be the Kern County Superior Court, Metropolitan
      Division.

    


    18. Construction.
      Headings are used herein for convenience only and shall have no force or effect
      in the construction or interpretation of this Note. As used in this Note, the
      singular includes the plural and masculine includes the feminine and neuter.
      This Note shall not be construed against the party drafting it but shall be
      construed fairly and equitably as though it was the joint product of the
      parties.

    


    19. Partial
      Invalidity.
      If any
      provision of this Note is held by a court of competent jurisdiction to be
      invalid, void or unenforceable, the remaining provisions will nevertheless
      continue in full force without being impaired or invalidated in any
      way.

    


    20. Time
      of the Essence.
      Time is
      of the essence under this Note.

    


    21. Effective
      Date.
      This
      Note shall become effective as of the date first (1st) written
      above.

    
      
        
        

      

      
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	 	 Pebble
              Beach Enterprises,
              a
              Nevada corporation ("Maker")
	 
 	 
 	 
 
	Date: 
              October 10, 2004	By:  	/s/ 
Aaron
              J.
              Hashim
	 	
              

            
	 	
              Aaron
                J. Hashim

              President

            


    

     

    118/16870-7/UNSECURED
      PROMISSORY NOTE
      ADAVCO

    


    
      
        
        

      

      
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