Exhibit 10.2



THIS  NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND  IS  TRANSFERABLE  ONLY  UPON  THE  CONDITIONS  SPECIFIED  HEREIN.


                                 PROMISSORY NOTE

US  $50,000                                                      July  31,  2006

     FOR  VALUE  RECEIVED,  the  undersigned, NANO HOLDINGS INTERNATIONAL, INC.,
which  has  a  business  address  of 1640 Terrance Way, Walnut Creek, California
94597  ("Maker"),  hereby  promises  to  pay  to  the order of JENADOSA HOLDINGS
LIMITED,  P.O.  Box  HM  279,  The  Armoury Building, 2nd Floor, 37 Reid Street,
Hamilton  HM  AX, Bermuda ("Payee"), the principal sum of Fifty Thousand Dollars
($50,000),  in  lawful  money  in United States of America, which shall be legal
tender,  bearing  interest and payable as provided herein.  This Promissory Note
("Note")  memorializes  the  terms of a loan originally made by the Payee to the
Maker  on  November  20,  2005,  and  as such this Note has an effective date of
November  20,  2005  (the  "Effective  Date").

     Interest  on the unpaid balance of this Note from the Effective Date of the
Note,  until  such  Note is paid in full, shall bear interest at the rate of 10%
per  annum.  Interest  will  be  computed  on  the  basis of a 360-day year. All
principal  and accrued interest payable under this Note shall be due and payable
on July 31, 2007.

     Any repayment amounts not paid within fifteen (15) business days of Payee's
demand  for  repayment  shall  bear  interest at the rate of 15% per annum until
paid.

     If  any payment of principal or interest on this Note shall become due on a
Saturday,  Sunday  or  any  other  day  on which national banks are not open for
business,  such  payment  shall  be  made  on  the next succeeding business day.

     This Note shall be binding upon and inure to the benefit of the Payee named
herein and Payee's respective successors and assigns.  Each holder of this Note,
by  accepting the same, agrees to and shall be bound by all of the provisions of
this  Note.  Payee  may  assign  this  Note  or  any of its rights, interests or
obligations  to  this  Note  without  the  prior  written  approval  of  Maker.

     No  provision of this Note shall alter or impair the obligation of Maker to
pay  the  principal of and interest on this Note at the times, places and rates,
and  in the coin or currency, herein prescribed.  This Note may be repaid by the
Maker  at  any  time.

<PAGE>

     Notwithstanding  anything  to  the  contrary  in  this  Note  or  any other
agreement entered into in connection herewith, whether now existing or hereafter
arising  and  whether  written  or  oral, it is agreed that the aggregate of all
interest  and  any  other  charges  constituting  interest,  or  adjudicated  as
constituting  interest,  and contracted for, chargeable or receivable under this
Note  or  otherwise  in  connection  with  this loan transaction, shall under no
circumstances  exceed  the  Maximum  Rate  provided  by  law.

     In the event the maturity of this Note is accelerated by reason of an Event
of  Default  under  this  Note,  any  other agreement entered into in connection
herewith  or  therewith,  or by voluntary prepayment by Maker or otherwise, then
earned  interest may never include more than the Maximum Rate, computed from the
dates  of  each advance of the loan proceeds outstanding until payment.  If from
any  circumstance  any  holder  of  this Note shall ever receive interest or any
other  charges  constituting  interest, or adjudicated as constituting interest,
the  amount, if any, which would exceed the Maximum Rate shall be applied to the
reduction  of the principal amount owing on this Note, and not to the payment of
interest;  or if such excessive interest exceeds the unpaid balance of principal
hereof, the amount of such excessive interest that exceeds the unpaid balance of
principal  hereof shall be refunded to Maker.  In determining whether or not the
interest  paid  or  payable exceeds the Maximum Rate, to the extent permitted by
applicable  law  (i)  any  nonprincipal  payment  shall  be  characterized as an
expense,  fee  or  premium rather than as interest; and (ii) all interest at any
time contracted for, charged, received or preserved in connection herewith shall
be amortized, prorated, allocated and spread in equal parts during the period of
the  full  stated  term  of  this  Note.  The term "Maximum Rate" shall mean the
maximum  rate  of  interest  allowed  by  applicable  federal  or  state  law.

     Except as provided herein, Maker and any sureties, guarantors and endorsers
of  this  Note  jointly  and  severally  waive  demand,  presentment,  notice of
nonpayment  or dishonor, notice of intent to accelerate, notice of acceleration,
diligence  in  collecting,  grace,  notice  and  protest,  and  consent  to  all
extensions  without  notice  for  any  period  or  periods  of  time and partial
payments, before or after maturity, without prejudice to the holder.  The holder
shall similarly have the right to deal in any way, at any time, with one or more
of  the  foregoing  parties  without notice to any other party, and to grant any

<PAGE>

such party any extensions of time for payment of any of said indebtedness, or to
grant  any  other  indulgences  or forbearance whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.  If  any  efforts  are  made  to  collect or enforce this Note or any
installment  due  hereunder,  the undersigned agrees to pay all collection costs
and  fees,  including  reasonable  attorney's  fees.

     This  Note shall be construed and enforced under and in accordance with the
laws  of  the  State  of  Texas.

     No  failure on the part of any party to enforce any provisions of this Note
will  act  as  a  waiver of the right to enforce that provision.  A photocopy of
this  Note  shall  be  effective  as  an  original  for  all  purposes.

<PAGE>

     IN  WITNESS  WHEREOF,  Maker  has duly executed this Note as of the day and
year  first  above  written,  with  an  Effective  Date  as  provided  above.


                         NANO  HOLDINGS  INTERNATIONAL,  INC.
                         ------------------------------------

                         /s/ David Rector
                         -----------------------------------------
                         David  Rector
                         Chief  Executive  Officer  and  President

<PAGE>