ex10-32



 





EXHIBIT 10.32


 


Promissory
Note


 


 


$326,482.28                                                           
September 12, 2003






FOR VALUE RECEIVED, (receipt of which is herewith
acknowledged), Ronald G. Coss, (Debtor), the undersigned jointly and severally
promise to pay to the order of Micro Motors, (Creditor) at 151 E Columbine Ave,
CA 92707, the sum of Three Hundred Twenty-Six Thousand, Four-Hundred Eighty Two
and 28/100 Dollars ($326,482.28), together with interest thereon at the rate of
7% per annum on any unpaid balance.  The effective date of this note is June 30, 2003.




Said sum, inclusive of interest, shall be paid in
quarterly installments of $30,400.00 each (see attachment A), with a first
payment due September 30, 2003, and a like amount on the same day of each
quarter ending thereafter until the full amount of this note and accrued
interest shall be fully paid.  All payments shall be first applied to accrued
interest and the balance to principal. The undersigned reserves the right to
pre-pay this note in whole or in part with payment of all remaining interest as
if the note was held to its full term.  This note completely replaces prior
note dated January 1,
 1999, as amended March 16, 1999.




This note shall be fully payable upon demand of any holder in the event the
undersigned shall default in making any payments due under this note within 30
days of its due date.  In the event of any default, the undersigned agreed
to pay all reasonable attorney fees and costs of collection to the extent
permitted by law. This note shall take effect as a sealed instrument and be
enforced in accordance with the laws of the payee's state.




The payment of this note shall be fully secured by the
debtor's Not to Compete agreement with Micro Motors.




 




	Date ___September 12, 2003_	

Name & Address of Borrower: 


    
	 	

 Ronald G. Coss
	 	

3 Overlook Drive,


    
	 	

Newport Coast, CA 92657


    








_____/ s / Ronald
G. Coss 
_________

Signature of Borrower


 



Date ___September
12, 2003_


 


    /s/
 JEFFREY J. RITCHEY _________


     Signature
of Creditor

    
Micro Motors Inc.




Attachment A




 




 









 




 




Final Accounting

Schedule of Payments


 





  	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
       	
       	
       	
      	
      	
      	
      
	
       	
       	
       	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      	
      	
      	
      
      Enter Values
	
      	
      	
      	
      
	
      	
      	
      Loan Amount
	
      	
      
      $326,482.28 
	
      	
      	
      	
      
	
      	
      	
      Annual Interest Rate
	
      	
      
      7.00%
	
      	
      	
      	
      
	
      	
      	
      Loan Period in Years
	
      	
      
      3
	
      	
      	
      	
      
	
      	
      	
      Start Date of Loan
	
      	
      
      7/1/2003
	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      	
      Monthly Payment
	
      	
      
      $30,400.00 
	
      	
      	
      	
      
	
      	
      	
      Number of Payments
	
      	
      
      12
	
      	
      	
      	
      
	
      	
      	
      Total Interest
	
      	
      
      $38,317.69 
	
      	
      	
      	
      
	
      	
      	
      Total Principal
	
      	
      
      $326,482.31 
	
      	
      	
      	
      
	
      	
      	
      Total payments
	
      	
      
      $364,800.00 
	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      	
      	
      	
      	
      	
      	
      	
      
	
      	
      No.
	
      Payment
      Date
	
      
             Beginning

        
      Balance
	
      Payment
	
      
      Principal
	
      Interest
	
      Ending

   
      Balance
	
             Monthly

       interest

	
      	
      
      1
	
      
      9/30/2003
	
      
      $326,482.28 
	
      
      $30,400.00 
	
      
      ($24,686.56)
	
      
      $5,713.44 
	
      
      $301,795.72 
	
      
      $1,904.48 

	
      	
      
      2
	
      
      12/31/2003
	
      
      $301,795.72 
	
      
      $30,400.00 
	
      
      ($25,118.57)
	
      
      $5,281.43 
	
      
      $276,677.15 
	
      
      $1,760.48 

	
      	
      
      3
	
      
      3/31/2004
	
      
      $276,677.15 
	
      
      $30,400.00 
	
      
      ($25,558.15)
	
      
      $4,841.85 
	
      
      $251,119.00 
	
      
      $1,613.95 

	
      	
      
      4
	
      
      6/30/2004
	
      
      $251,119.00 
	
      
      $30,400.00 
	
      
      ($26,005.41)
	
      
      $4,394.58 
	
      
      $225,113.59 
	
      
      $1,464.86 

	
      	
      
      5
	
      
      9/30/2004
	
      
      $225,113.59 
	
      
      $30,400.00 
	
      
      ($26,460.51)
	
      
      $3,939.49 
	
      
      $198,653.08 
	
      
      $1,313.16 

	
      	
      
      6
	
      
      12/31/2004
	
      
      $198,653.08 
	
      
      $30,400.00 
	
      
      ($26,923.57)
	
      
      $3,476.43 
	
      
      $171,729.51 
	
      
      $1,158.81 

	
      	
      
      7
	
      
      3/31/2005
	
      
      $171,729.51 
	
      
      $30,400.00 
	
      
      ($27,394.73)
	
      
      $3,005.27 
	
      
      $144,334.78 
	
      
      $1,001.76 

	
      	
      
      8
	
      
      6/30/2005
	
      
      $144,334.78 
	
      
      $30,400.00 
	
      
      ($27,874.14)
	
      
      $2,525.86 
	
      
      $116,460.64 
	
      
      $841.95 

	
      	
      
      9
	
      
      9/30/2005
	
      
      $116,460.64 
	
      
      $30,400.00 
	
      
      ($28,361.94)
	
      
      $2,038.06 
	
      
      $88,098.71 
	
      
      $679.35 

	
      	
      
      10
	
      
      12/31/2005
	
      
      $88,098.71 
	
      
      $30,400.00 
	
      
      ($28,858.27)
	
      
      $1,541.73 
	
      
      $59,240.44 
	
      
      $513.91 

	
      	
      
      11
	
      
      3/31/2006
	
      
      $59,240.44 
	
      
      $30,400.00 
	
      
      ($29,363.29)
	
      
      $1,036.71 
	
      
      $29,877.15 
	
      
      $345.57 

	
      	
      
      12
	
      
      6/30/2006
	
      
      $29,877.15 
	
      
      $30,400.00 
	
      
      ($29,877.15)
	
      
      $522.85 
	
      
      $0.00 
	
      
      $174.28