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                                  EXHIBIT 10.1

                                 PROMISSORY NOTE

Date: February 15, 2001                                            $1,300,000.00

FOR VALUE RECEIVED, the undersigned ("Debtor") promises to pay to the order of
AMRESCO FINANCIAL I, L.P. ("Lender"), as indicated below, the principal sum of
One Million, Three Hundred Thousand Dollars ($1,300,000.00).

1.       PRINCIPAL PAYMENTS ONLY. Debtor shall pay principal in installments
according to the following schedule:

                  a.       Debtor shall pay the sum of One Hundred Eighty
Thousand Dollars ($180,000.00) by no later than April 15, 2001, in immediately
available funds;

                  b.       Debtor shall pay the sum of Four Hundred Thousand
Dollars ($400,000.00) by no later than May 15, 2001, in immediately available
funds;

                  c.       Beginning no later than August 15, 2001, Debtor shall
pay five quarterly payments of One Hundred Sixteen Thousand, Six Hundred
Sixty-Six Dollars and Sixty-Seven Cents ($116,666.67) each to Lender, plus one
final quarterly payment of One Hundred Thirty-Six Thousand, Six Hundred
Sixty-Six Dollars and Sixty-Seven Cents ($136,666.67), with all payments in
immediately available funds, for a total additional amount of Seven Hundred
Twenty Thousand Dollars ($720,000.00); and

                  d.       On November 15, 2002, all principal then unpaid shall
be due and payable.

Debtor shall pay all amounts due under this note in lawful money of the United
States to Lender's agent, Lend Lease Real Estate Investments, Inc., c/o Frank
Yanez, 700 North Pearl Street, Suite 2400, LB 342, Dallas, Texas 75201, or such
other office as may be designated by Lender, from time to time.

2.       LATE PAYMENTS. If any installment payment required by the terms of this
note shall remain unpaid ten days after due, at the option of Lender, Debtor
shall pay a fee of five percent (5%) of such unpaid installment to Lender.

3.       INTEREST RATE FOLLOWING DEFAULT. In the event of default, at the option
of Lender, and, to the extent permitted by law, interest shall be payable on the
outstanding principal under this note at a per annum rate equal to ten percent
(10%), calculated from the date of default until all amounts payable under this
note are paid in full.

4.       DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include,
but not be limited to, any of the following: (a) the failure of Debtor to make
any payment required under this note when due; (b) any breach misrepresentation
or other default by Debtor, any guarantor, co-maker endorser, or any person or
entity other than Debtor providing security for this note (hereinafter
individually and collectively referred to as the "Obligor") under any security
agreement, guaranty or other agreement between Lender and any Obligor; (c) the
insolvency of any Obligor or the failure of any Obligor generally to pay such
Obligor's debts as such debts become due; (d) the commencement as to any Obligor
of any voluntary or involuntary proceeding under any laws relating to
bankruptcy, insolvency, reorganization, arrangement, debt adjustment or debtor
relief; (e) the assignment by any Obligor for the benefit of such Obligor's
creditors; (f) the appointment, or commencement of any proceedings for the
appointment, of a receiver, trustee custodian or similar official for all or
substantially all of any Obligor's property; (g) the commencement of any
proceeding for the dissolution or liquidation of any Obligor; (h) the
termination of existence or death of any Obligor; (i) the failure of any Obligor
to comply with any order, judgment, injunction, decree, writ or demand of any
court or other public authority; (j) the filing or recording against any
Obligor, or the property of any Obligor, of any notice of levy, notice to
withhold, or other legal process for taxes other than property taxes; (k) the
default by any Obligor personally liable for amounts owed hereunder on any
obligation concerning the borrowing of money; (I) the issuance against any
Obligor, or the property of any Obligor, of any writ of attachment, execution,
or other judicial lien; or (m) the deterioration of the financial condition of
any Obligor which results in Lender deeming itself, in good faith, insecure.
Upon the occurrence of any such default, Lender may declare, in its discretion,
all obligations under this note immediately due and

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payable; however, upon the occurrence of an event of default under d, e, f, or
g, all principal and interest shall automatically become immediately due and
payable.

5.       ADDITIONAL AGREEMENTS OF DEBTOR. If any amounts owing under this note
are not paid when due, Debtor promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred by Lender in the collection or enforcement
of this note. Debtor and any endorsers of this note for the maximum period of
time and the full extent permitted by law (a) waive diligence, presentment,
demand, notice of nonpayment, protest, notice of protest, and notice of every
kind; (b) waive the right to assert the defense of any statute of limitations to
any debt or obligation hereunder; and (c) consent to renewals and extensions of
time for the payment of any amounts due under this note. If this note is signed
by more than one party, the term 'Debtor" includes each of the undersigned and
any successors in interest thereof; all of whose liability shall be joint and
several. Any married person who signs this note agrees that recourse may be had
against the separate property of that person for any obligations hereunder. The
receipt of any check or other item of payment by Lender, at its option, shall
not be considered a payment on account until such check or other item of payment
is honored when presented for payment at the drawee Lender. Lender may delay the
credit of such payment based upon Lender's schedule of funds availability, and
interest under this note shall accrue until the funds are deemed collected. In
any action brought under or arising out of this note, Debtor and any endorser of
this note, including their successors and assigns, hereby consents to the
jurisdiction of any competent court within the State of California, except as
provided in any alternative dispute resolution agreement executed between Debtor
and Lender, and consents to service of process by any means authorized by said
state law. The term "Lender" includes, without limitation, any holder of this
note. This note shall be construed in accordance with and governed by the laws
of the State of California. This note hereby incorporates any alternative
dispute resolution agreement previously, concurrently or hereafter executed
between Debtor and Lender.


DEBTOR:

JANEX INTERNATIONAL, INC.

By:   /s/ Dan Lesnick
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Name: Daniel Lesnick
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Its:  President
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