Exhibit 10.23

              RESTATED MULTIPLE ADVANCE CONVERTIBLE PROMISSORY NOTE


$425,000.00                                                         July 9, 2002

         FOR VALUE  RECEIVED,  Alpha  Virtual,  Inc., a  California  corporation
("Maker") having its principal  business  address at 10345 Olympic Blvd.,  Suite
300, Los Angeles,  CA 90064, hereby  unconditionally  promises to pay in cash to
the order of Global Alpha  Corporation,  a British  Virgin  Islands  corporation
("Holder")  at P.O. Box 71,  Tortola,  British  Virgin  Islands or at such other
place  and to such  other  party or  parties  as  Holder  may from  time to time
designate, on demand, but in no event earlier than July 9, 2003, the outstanding
principal sum as may appear on the Schedule of Amount Due and Payments  attached
hereto,  but in no event in the  aggregate  more than the  principal  sum of Two
Hundred Twenty Five Thousand Dollars  (US$425,000.00)  (the "Demand Sum"),  less
any prepayments  made in accordance  with the terms of this Note,  together with
interest  compounded  quarterly,  on the  unpaid  principal  from  time  to time
outstanding, at the rate of eight (11.5%) percent per annum until fully paid, at
a maximum of 36 months  from the date of this  Promissory  Note.  Principal  and
interest shall be payable in lawful money of the United States of America.

         In addition  to  advances  already  made,  Holder will make  additional
advances  in  amounts  and at times  requested  by Maker and  funded by  Holder;
provided however that Holder may delay or discontinue funding at any time in its
sole,  absolute  and  unreviewable  discretion  it is  not  satisfied  with  the
condition  or  progress  of Maker.  Holder  shall  enter the amount of each such
advance from Holder,  and Holder shall also indicate the  outstanding  principal
balance,  on the Schedule of Amount Due and Payments  attached hereto.  Holder's
entries on such Schedule  shall be  conclusive  evidence that such advances were
made by Holder and of the principal  balance due Holder on this Note.  This Note
is made,  executed and delivered in accordance with and subject to all the terms
and provisions of that certain  Working  Capital Loan Agreement  dated even date
herewith between Maker and Holder, as amended (the "Loan Agreement").

         The entire amount due the Holder of this Note shall be  convertible  at
the  election of the Holder into the common  stock of the Maker at a price equal
to 30% of the average public  trading price of the  Borrower's  common stock for
the 20 business  day period  prior to the date of  conversion.  Holder may elect
this  conversion  option  by  providing  written  notice  to Maker  of  Holder's
intention to convert the Demand Sum on the terms referenced herein.

         Maker may prepay the entire amount of this Note, in full or in part, at
any time, without any prepayment premium or penalty. Notwithstanding anything to
the contrary herein contained,  Maker shall never be required to pay interest in
excess of the  maximum  rate  permitted  by law.  This  right to  prepay  may be
exercised  only if Maker gives fifteen (15) days' prior written notice to Holder
and Holder does not exercise its conversion rights in the preceding paragraph.

         In the event that any payment is not made within ten (10) business days
after  the  receipt  of notice  to Maker  (such  notice  sent by  registered  or
certified mail to the address set forth in the Loan Agreement or at such address
as the Maker may from time to time  specify  in writing  to  Holder),  that such
payment  is due and has not been  received,  Holder  shall have the right in its

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discretion,  in addition  and without  prejudice to any other rights or remedies
Holder may have, to accelerate  the  obligations  evidenced by this Note, and to
declare the entire amount owed hereunder immediately due and payable.

         If  this  Note  is  not  paid  when  due,  whether  at  maturity  or by
acceleration, Maker promises to pay all costs of collection,  including, but not
limited to, reasonable  attorneys' fees, and all expenses incurred in connection
with the protection or realization on account of any such collection, whether or
not suit is filed herein or on any instrument granting a security interest or on
any pledge agreement.

         Maker  expressly  waives  presentment,  protest and  demand,  notice of
protest,  demand and dishonor and non-payment of this Note and all other notices
of any kind except as provided  herein,  and expressly agrees that this Note, or
any  payment  hereunder,  may be extended  from time to time  without in any way
affecting  the  liability of Maker and endorses  hereof.  To the fullest  extent
permitted  by law,  the defense of the statute of  limitations  in any action on
this Note is waived by Maker.  This Note has been  executed and delivered in the
State of California and is to be governed by and construed according to the laws
thereof.

         This Note may from time to time be extended or renewed, with or without
notice to Maker and any related right may be waived,  exchanged,  surrendered or
otherwise dealt with, all without affecting the liability of Maker.

         Any action or suit  brought  with respect to this Note shall be brought
in any court in the State of California,  and Maker hereby expressly consents to
the personal jurisdiction of such courts.


                  MAKER: ALPHA VIRTUAL, INC.
                         a California corporation

                         By:___________________________


                         By:___________________________
                              ____________, Secretary



















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