EXHIBIT 10.6

                            DEMAND PROMISSORY NOTE

                                Tigard, Oregon

 U.S. $180,500.00                                             October 4, 2002

 FOR VALUE RECEIVED, Tessa Complete Health Care, Inc., a Georgia  corporation
 (the "Maker") with  its principal  place of business  at PMB  202, 11575  SW
 Pacific Highway, Tigard,  Oregon   97223 hereby  promises to  pay to  Daniel
 Smith, an individual,  (the "Payee"), at  32700 N.E.  Lesley Road,  Newberg,
 Oregon  97132, upon demand, the principal sum of One Hundred Eighty Thousand
 Five Hundred Dollars (U.S. $180,500.00) (the "Principal").

 2.   Security Agreement.    This Demand  Promissory  Note  is secured  by  a
 security interest  in collateral  described in  a Security  Agreement  dated
 October 4, 2002, between the Payee and  the Maker of this Promissory Note.
 Rights and obligations with respect to  the collateral are governed  by  the
 Security Agreement.

 3.   Interest Rate.  Interest shall  accrue at the rate  of 8% per annum  on
 the Principal, payable  in annual installments  of interest only,  beginning
 and continuing on the  4th day of  October, until the  Principal is paid  in
 full.

 4.   Waiver.  Payment of  Principal shall be made without setoff,  deduction
 or counterclaim.  No delay or failure on the part of the Payee in exercising
 any of its options, powers or rights, nor any partial or single exercise  of
 its options, powers or  rights shall constitute a  waiver thereof or of  any
 other option, power or right, and no waiver on the part of the Payee of  any
 of its options,  powers or  rights shall constitute  a waiver  of any  other
 option, power or  right.  The  Maker hereby waives  presentment of  payment,
 protest, and all notices or demands in connection with the delivery,  accep-
 tance, performance, default or endorsement of this Demand Promissory Note.
 Acceptance by  the  Payee of  less  than the  full  amount due  and  payable
 hereunder shall in  no way  limit the  right of  the Payee  to require  full
 payment of all sums due and  payable hereunder in accordance with the  terms
 hereof.

 5.   Modifications.  No term or provision contained herein may be  modified,
 amended or  waived except  by written  agreement or  consent signed  by  the
 Maker.

 6.   Attorney Fees; Waiver  of Trial by  Jury .   Maker agrees  that in  the
 event of a default of any term of this Demand Promissory Note, Maker  agrees
 to pay all  costs and expenses  of collection, including  attorney fees  and
 costs.   Maker waives  all  rights to  a  trial by  jury  in any  action  in
 connection with this Demand Promissory Note.

 7.   Cumulative Rights and Remedies.  The  rights and remedies of the  Payee
 expressed herein are cumulative and not exclusive of any rights and remedies
 otherwise available.

 8.   Successors and  Assigns.   The  rights  and  privileges  of  the  Payee
 hereunder shall inure to the benefit of his successors and assigns.

 9.   Due Authorization.  This  Note has been  duly authorized, executed  and
 delivered by the Maker and is the legal obligation of the Maker, enforceable
 against the Maker in accordance with its terms.

 10.  Governing Law.   This  Note  shall be  governed  by and  construed  and
 enforced in accordance with the laws  of the State of Oregon without  regard
 to  the  principles  of  conflicts  of  law  thereof.   Each   party  hereby
 irrevocably submits to the exclusive jurisdiction  of the state and  federal
 courts sitting in the County of Yamhill, Oregon for the adjudication of  any
 dispute  hereunder  or  in  connection  herewith  or  with  any  transaction
 contemplated hereby or discussed herein, and hereby irrevocably waives,  and
 agrees not to assert in any suit, action or proceeding, any claim that it is
 not personally subject  to the  jurisdiction of any  such  court, that  such
 suit,  action  or proceeding  is improper.  Each  party  hereby  irrevocably
 waives personal service of process and  consents to process being served  in
 any such suit, action or proceeding by mailing a copy thereof to such  party
 at the address in effect for notices to it under this Demand Promissory Note
 and agrees that such service shall constitute good and sufficient service of
 process and notice  thereof.  Nothing  contained herein shall  be deemed  to
 limit in any way any right to serve process in any manner permitted by law.

      IN WITNESS  WHEREOF, the  undersigned  corporation has  authorized  the
 officer whose  signature appears  below to  execute this  Demand  Promissory
 Note.



 MAKER:
 TESSA COMPLETE HEALTH CARE, INC.

 ____________________________________
 By:  Steve Wilson, President & CEO