PROMISSORY NOTE
                                 ---------- ----
     $33,000.00                                        San  Diego,  CA
          SIGNED:  December  27,  2001;    REVISED  December  5,  2002

FOR  VALUE  RECEIVED, OEF Corporate Solutions, Inc. (Company) promises to pay to
Growth  Ventures,  Inc. Pension Plan & Trust or order thereof, the principal sum
of  Thirty  Three  Thousand  Dollars  ($33,000.00), with interest at the rate of
twelve  percent  (12%)  per  annum from the date of disbursement, on the balance
remaining  from  time  to  time unpaid. The said principal and interest shall be
payable  to  Growth  Ventures,  Inc.  Pension  Plan  & Trust at 14 Red Tail Dr.,
Highlands  Ranch,  Co,  80126,  or  at such other place as the holder hereof may
designate,  in  writing, the full principal balance and interest due and payable
from  the  Company's  IPO  proceeds  or on June 27, 2002 (revised), whichever is
first.

     The  holder of this Note may cause additional parties to be added hereto or
release  any  party  hereto,  either  with or without notice to the undersigned,
either as co-makers, endorsers or guarantors, and extend the time for making any
installment  provided  for  herein,  may  modify  the  terms of this Note in any
respect,  or  may  accept said installment in advance, all without affecting the
liability  of  the  undersigned.

     If  default  be made in the payment of any installment under this Note, and
if  such  default  is not made good within thirty (30) days of its due date, the
entire  principal  sum and accrued interest shall at once become due and payable
at  the option of the holder of this Note. Failure to exercise this option shall
not  constitute  a  waiver of the right to exercise the same in the event of any
subsequent  default. If any suit or action is instituted to collect this Note or
any  part thereof the undersigned promises and agrees to pay, in addition to the
costs  and disbursements provided by statute, a reasonable sum as attorneys fees
in  such  suit  or  action.

     THE  UNDERSIGNED  MAKER  AND  GUARANTORS ARE PERSONALLY OBLIGATED AND FULLY
LIABLE  FOR  THE  AMOUNT DUE UNDER THIS NOTE. THE HOLDER HAS THE RIGHT TO SUE ON
THE  NOTE  AND  OBTAIN  A  PERSONAL  JUDGMENT  AGAINST THE UNDERSIGNED MAKER AND
GUARANTORS  FOR  SATISFACTION  OF THE AMOUNT DUE UNDER THE NOTE EITHER BEFORE OR
AFTER  A JUDICIAL FORECLOSURE OF THE SECURITY AGREEMENT SECURING THIS NOTE UNDER
AS  09.45.170  -  09.45.220.

     The  undersigned,  whether  principal, surety, guarantor, endorser or other
party  hereto,  agrees  to be jointly and severally bound; waive demand, protest
and notice of demand, protest and nonpayment; and expressly agree that this Note
or  any payment thereunder may be extended from time to time, and consent may be
given  to  the acceptance of further security, including other types of security
or release in whole or in part of any security, all without in any way affecting
the  liability  of  such parties.  This Note is to be construed according to the
laws  of  the  State  of  California.

     The  business  "OEF  Corporate  Solutions"  situated in San Diego; State of
California,  with  all its fixtures, equipment, name and goodwill in addition to
the  proceeds  from  a public offering of "OEF Corporate Solutions, Inc." common
stock  (total  proposed  amount  of  at  least  $150,000)  secures  this  Note.

OEF Corporate Solutions, Inc.         Growth Ventures, Inc. Pension Plan & Trust



By:  _______________                  By:__________________
Its:     PRESIDENT