**EXHIBIT
      10.8**











**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
      $10,000     January
      15, 2007





**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 Ten-Thousand Dollars ($10,000), 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      memorializes the terms of a loan originally made by the Payee to the Maker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
      January 15, 2007, and as such this Note has an effective date of January 15,
      2007 (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 March
      31,
      2008.





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.











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 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.












**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