PROMISSORY NOTE


$   504,157.00                     Las Vegas, Nevada               June 28, 2001


         For valuable consideration, PACIFIC PROPERTIES & DEVELOPMENT LLC,
("Promisor"), does hereby promise to pay to the order of OneCap ("Promisee") the
principal sum of Five Hundred Four Thousand, One Hundred Fifty-Seven and no/100
dollars ($504,157.00) together with interest thereon, from date, at the rate of
twelve (12%) per annum. Interest only shall be paid on the first day of the
calendar month next succeeding the date hereof and on the first day of each
succeeding month until this Note is paid in full. The principal balance of this
Note shall be due and payable on the date two (2) years after the date hereof.
All payments shall be applied first to interest on the unpaid principal and then
to principal.
         Both principal and interest are payable at the office of Promisee, in
Las Vegas, Nevada, or at such place as the holder hereof may from time to time
designate in writing. Promisor may prepay this Note in full or in part without
premium or penalty.
         Should Promisor default in the performance of any obligation contained
herein or any guaranty hereof, the whole sum of principal and interest hereunder
shall, without notice, immediately become due at the option of the holder
hereof.
         In the event of default under this Note or the Deed of Trust or any
other instrument securing this Note, interest shall be payable on the whole of
the sum outstanding at the rate of eighteen percent (18%) per anum (the "Agreed
Rate") for the duration of such default, whether or not the holder hereof has
exercised its option to accelerate the maturity of this Note and declare the
entire unpaid principal indebtedness due and payable.
         Promisor and all others who may become liable for the payment of all or
any part of this obligation do hereby severally waive presentment for payment,
protest and demand, notice of protest, demand and dishonor, and nonpayment of
this Note and expressly agree that the maturity of this Note or any payment
hereunder may be extended from time to time, at the option of the holder hereof,
without in any way affecting the liability of each. Promisor agrees that the
holder hereof may release all or part of the security for the payment thereof or


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release any party liable for this obligation. Any such extension or release may
be made without notice to any of the parties and without discharging their
liability.
         Promisor promises to pay all costs incurred in collection and/or
enforcement of this Note or any part thereof or otherwise in connection
herewith, including, but not limited to, reasonable attorneys' fees, and in the
event of court action, all costs and such additional sums and attorneys' fees as
the court may adjudge reasonable.
         The obligations of any party liable for the payment of all or any part
of this obligation shall be joint and several.
         If any term, provision, covenant or condition of this Note, or any
application thereof, should be held by a court of competent jurisdiction to be
invalid, void, or unenforceable, all provisions, covenants and conditions of
this Note and all applications thereof not held invalid, void or unenforceable,
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
         The laws of the State of Nevada shall govern the validity,
construction, performance and effect of this Note.
         By the acceptance of this Note, Promisee acknowledges and agrees that
this Note and any guaranty given in connection herewith are not securities
delivered pursuant to a public offering. Notwithstanding the foregoing, by
acceptance of this Note, Promisee also represents and warrants that Promisee is
an "accredited investor" pursuant to the federal securities laws if such
qualification has any relevance.


                                            PACIFIC PROPERTIES & DEVELOPMENT LLC

               /s/ Mark Tomlinson, Executive Vice President  Date: June 28, 2001

                   Mark Tomlinson, Executive Vice President


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