<PAGE>

                                  EXHIBIT 10.23

                           NEGOTIABLE PROMISSORY NOTE

$100,000                                                       December 14, 1998

         FOR VALUE RECEIVED, Tomorrow's Morning, Inc., a California corporation
(the "Maker"), hereby promises to pay in lawful money of the United States in
immediately available funds, to Wolfgang Struss (together with his successors
and assigns, the "Payee"), or order, at such place as may be designated in
writing by Payee, the principal amount of $100,000 together with interest
thereon calculated and payable as set forth below.

         The principal amount of this Negotiable Promissory Note (the "Note")
shall bear interest at the rate of ten percent (10%) per annum from the date of
this Note. Interest shall be payable on a quarterly basis, in arrears, within
ten (10) days after the end of each calendar quarter, beginning with the quarter
ending March 31, 1999. The entire principal amount hereof and all remaining
accrued interest shall be due and payable on December 14, 1999. Maker may prepay
the principal amount of this Note at any time following ten (10) days prior
written notice, without premium or penalty (such prepayment to include all
accrued interest pursuant to this Note). All payments under this Note shall be
credited first to interest, then to principal.

         The following events shall constitute a "Default" hereunder: (i) if
Maker fails to pay when due any payment hereunder; (ii) if proceedings under any
bankruptcy or insolvency law are commenced by or against Maker, or if a general
assignment for the benefit of creditors of Maker is made, or if a trustee or
receiver of Maker's property is appointed; or (iii) if a default occurs under
any provision of this Note not covered by clause (i) above, or any other
agreement executed by Maker in connection with this Note, and such default is
not cured by Maker within five (5) days after notice to Maker.

         To the extent not prohibited by applicable law, Maker agrees to
reimburse Payee upon demand for all reasonable out-of-pocket expenses (including
attorney's fees and related expenses) incurred by Payee in connection with or in
any way related to the enforcement of the obligations of Maker hereunder.

         Maker hereby waives presentment and demand for payment, protest, notice
of protest and nonpayment, and all other demands or notices in connection with
the delivery, acceptance, performance, default or enforcement of this Note.
Maker agrees that its liability on this Note shall not be affected by any
renewal or extension of any time of payment hereof, by any indulgences, or by
any release or change in any security for the payment of this Note, and hereby
consents to any and all renewals, extensions, indulgences, releases or changes.

         Any portion of this Note which may be held by any court of competent
jurisdiction to be unenforceable shall be deemed severable, and the balance of
this Note shall be fully enforceable.

         Payee shall be entitled, upon the occurrence of a Default, to
accelerate payment of the unpaid balance of this Note, in which event the entire
unpaid principal balance hereof and all other amounts due hereunder shall
immediately be due and payable without demand or notice.

<PAGE>

         In the event that any payment shall not be made on this Note when due,
whether by acceleration or otherwise, Maker agrees to pay interest on such
overdue payment from the due date until the date such payment is received by
Payee at the rate of fifteen percent (15%) per year or the maximum rate
permitted by applicable law, whichever is less.

         This Note is executed in and shall be governed by and construed in
accordance with the laws of the State of California.

         No delay or omission of Payee in exercising any right or remedy
hereunder shall constitute a waiver of any such right or remedy. A waiver on one
occasion shall not operate as a bar to, or waiver of, any such right or remedy
on any future occasions.

         IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and
delivered as of the date first set forth above.

                                            TOMORROW'S MORNING, INC.

                                            By:
                                               --------------------------------
                                                 Adam Linter, President