Exhibit 10.12

    THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 OR
APPLICABLE  STATE  SECURITIES  LAWS,  NOR  THE  SECURITIES  LAWS  OF  ANY  OTHER
JURISDICTION.  IT MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THOSE SECURITIES LAWS
OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED.

                                   CBCOM, INC.

Convertible  Promissory  Note
Due  April  23,  2002

                              Date: April 24, 2001

53,000.00 plus additional loaned funds

     CBCOM, INC., (the "Company'",  a Delaware corporation,  for value received,
hereby promises to pay to Max Sun ("Lender"), the amount of the Loaned Funds (as
defined below) unpaid and  outstanding  from time to time,  with interest on the
unpaid  balance of such  principal  amount as described  below.  The full unpaid
principal  amount of the Loaned Funds plus  interest  will be due and payable on
April 23, 2002(the "Maturity Date").  Payment of interest and principal shall be
made in lawful money of the United States of America at the principal  office of
the Lender or at such other  place as the Lender  shall have  designated  to the
Company in writing.  In the event the Maturity Date is not a business day in Los
Angeles, California, payment shall be made on the next succeeding business day.

     1.     Loaned  Funds.   Lender  has  extended credit to the Company, and is
            -------------
expected  to continue to extend  credit to the Company  ("Loan"),  which Loan is
evidenced by this Note.  The principal  amount of the Loan shall include (a) the
initial loan of $53,000.00,  and (b) any other loans or advances  Lender agrees,
in its sole discretion, to make to the Company that are not covered by any other
agreement between the Company and Lender.  Each month that Lender makes advances
or loans to the Company, the Company shall enter the amount of those advances or
loans at  Exhibit  A of this  Note,  and  shall  have  Lender  acknowledge  that
installment on that exhibit.  The aggregate of unpaid loans and advances  listed
on Exhibit A from time to time shall be referred to as "Loaned Funds."

     2.      Interest.  This  Note  shall  bear  interest  at  the rate of seven
            ---------
percent  (7%)  per  annum  on the  unpaid  principal  balance  of  Loaned  Funds
outstanding  from time to time.  Interest  will commence on any  installment  of
Loaned Funds from the date set forth in Exhibit A, and continue through the date
on which such unpaid principal  balance is repaid in frill.  Throughout the term
of this Note,  interest  shall be  calculated on the basis of a 365-day year and
shall be computed for the actual number of days in the period for which interest
is charged.






                                     10.12-1

<PAGE>
     3.     Conversion.
            ----------

          3.1     Conversion  Rights.  The  unpaid principal amount of this Note
                  ------------------
may be converted into shares of the Company's  Common Stock,  at the election of
the Lender, at any time prior to the close of business on the business day prior
to the Maturity  Date,  at the  conversion  price of $1.00 per share,  as may be
adjusted in  accordance  with section 4 hereof  (such  conversion  price,  as so
adjusted and in effect at any time, herein called the "Conversion Price"),  into
the number of fully paid and nonassessable  shares of the Company's Common Stock
determined by dividing the principal amount to be so converted by the Conversion
Price in effect at the time of such  conversion.  If the Lender converts some or
all of this Note from time to time, he shall be entitled to receive the interest
accrued to the  conversion  date on that portion of this Note so  converted,  in
cash or in stock at the Company's option.

          3.2     Notice  of Conversion; New Note. This Note may be converted in
                  -------------------------------
full or in part by the Lender  prior to the  Maturity  Date by surrender of this
Note with the  notice of  conversion  annexed  hereto  duly  executed  by Lender
(specifying  the portion of the principal  amount thereof to be converted in the
case of a partial  conversion)  to the Company.  Upon any partial  conversion of
this Note, the Company will make the appropriate  entry  evidencing such partial
conversion  at Exhibit  A, and the amount of  principal  and  interest  (if any)
represented by such conversion shall be reduced from the then-outstanding amount
of  Loaned  Funds.  Each  conversion  shall  be  deemed  to have  been  effected
immediately  prior to the close of  business  on the date on which this Note and
notice of conversion shall have been so surrendered to the Company.

          3.3     Delivery of Stock Certificates; Fractional Shares. As promptly
                  -------------------------------------------------
as practicable  after the conversion of this Note in full or in part, and in any
event  within 30 days  thereafter,  the  Company at its  expense  will issue and
deliver  to the  Lender a  certificate  or  certificates  for the number of full
shares of Common  Stock  issuable  upon such  conversion,  plus,  in lieu of any
fractional share to which the Lender would otherwise be entitled,  cash equal to
such fraction of the Conversion Price.

     4.     Adjustment  of  Conversion  Price.
            ---------------------------------

          4.1     Adjustments  for  Stock  Splits. etc. In the event the Company
                  ------------------------------------
shall at any time undergo a stock split,  stock dividend or other combination or
subdivision that does not involve payment of consideration for such shares,  the
Conversion  Price  in  effect   immediately   prior  to  such  change  shall  be
proportionately  decreased.  In the event the Company  shall at any time combine
its outstanding  Common Stock, the Conversion Price in effect  immediately prior
to such combination  shall be  proportionately  increased.  Any adjustment shall
become  effective at the close of business on the date that such  subdivision or
combination shall become effective.




                                     10.12-2

<PAGE>
          4.2     Certificate  as to Adjustments. In the case of each adjustment
                  ------------------------------
or readjustment of the Conversion  Price pursuant to this Section 4, the Company
will promptly  compute such  adjustment or  readjustment  in accordance with the
terms  hereof  and  cause  a  certificate   setting  forth  such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based to be delivered to the Lender.

          4.3     Notices.  In  the  event of: (a) any capital reorganization of
                  -------
the Company,  any  reclassification  or recapitalization of the capital stock of
the  Company or any  transfer of all or  substantially  all of the assets of the
Company  to any  other  person or any  consolidation  or  merger  involving  the
Company,  or (b)  any  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up of the Company,  the Company will mail to the Lender at least 10 days
prior to the earliest date specified therein, a notice specifying the date and a
brief description of the event in question.

          4.4     Reservation  of Stock Issuable on Conversion. The Company will
                  --------------------------------------------
at all times prior to the Maturity Date reserve and keep  available,  solely for
issuance and delivery  upon the  conversion  of this Note,  all shares of Common
Stock from time to time issuable upon the conversion of this Note. All shares of
Common Stock issuable upon conversion of this Note shall be duly authorized and,
when issued, validly issued, fully paid and nonassessable.

     5.     Consolidation.  Merger, Sale of Assets, Reorganization, etc. In case
            -----------------------------------------------------------
the Company consolidates with or merges into any other corporation and shall not
be the continuing or surviving  corporation of such consolidation or merger, the
Company, at its option, may redeem the Note or make proper provision so that the
Lender will upon conversion of this Note receive shares of equity  securities of
the surviving  entity as nearly  equivalent as possible in kind and value to the
Common  Stock into which this Note would  otherwise be  convertible  immediately
prior to the date of such  consolidation or merger,  provided that in the second
case the surviving entity shall agree to remain liable under the Note until such
conversion is finished.

     6.     Default.

          6.1     Events  of  Default.  Each of the following events shall be an
                  -------------------
Event of Default  hereunder:  (a)  default in the  payment of any  principal  or
interest on the Note when due,  continued  for 30 days; or (b) if the Company or
any subsidiary  shall make an assignment for the benefit of creditors,  or shall
file a voluntary  petition in bankruptcy,  or shall be adjudicated a bankrupt or
insolvent,  or shall  file  any  petition  or  answer  seeking  for  itself  any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under any present or future  statue,  law or  regulation,  or
shall  seek or  consent  to or  acquiesce  in the  appointment  of any  trustee,
receiver or liquidator of the Company or of all or any  substantial  part of the
properties  of the Company,  or commence  voluntary or  involuntary  dissolution
proceedings.  If an event of default under the Note occurs and is continuing for
a period of more  than ten days,  the  Lender of the Note may  declare  the Note
immediately due and payable.

                                     10.12-3

<PAGE>
          6.2     Remedies  on Default, etc. In case of a default in the payment
                  -------------------------
of any principal of or interest on this Note, the Company will pay to the Lender
thereof the amount owing together with (a) simple interest at the rate per annum
equal  to the  lower  of (x)  15%  and  (y) the  maximum  rate  permitted  under
applicable law on the amounts past due, and (b) such additional  amount as shall
be sufficient to cover the cost and expenses of collection,  including,  without
limitation,  reasonable  attorneys' fees, expenses and disbursements.  No right,
power or remedy  conferred  by this Note upon Lender  shall be  exclusive of any
other right,  power or remedy  referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.

     7.     Application  of Payment. Payments received by Lender pursuant to the
            -----------------------
terms hereof shall be applied in the following manner:  First, to the payment of
all out of pocket  expenses,  charges,  costs and fees incurred by or payable to
Lender and for which the  Company is  obligated  pursuant  to the terms  hereof;
second, to the payment of all interest accrued to the date of such payment;  and
third,  to the payment of  principal.  Notwithstanding  anything to the contrary
contained  herein,  after the occurrence and during the continuation of an Event
of Default,  all  amounts  received by Lender from any party shall be applied in
such order as Lender, in its sole discretion, may elect.

     8.     Amendment  of  Note.  The  provisions of this Note may be amended or
            -------------------
modified  only  with  written  consent  of  the  Company  and  the  Lender.

     9.     Waiver.  The  Company  hereby waives diligence, presentment, protest
            ------
and  demand,  notice  of  protest,  dishonor  and  nonpayment  of this  Note and
expressly agrees that, without in any way affecting the liability of the Company
hereunder,  Lender may extend any  maturity  date or the time for payment of any
installment due hereunder,  accept additional security, release any party liable
hereunder  and release any  security now or hereafter  securing  this Note.  The
Company further waives,  to the fall extent permitted by law, the right to plead
any and all statutes of limitations as a defense to any demand on this Note.

     10.     Attorney's  Fees. If this Note is not paid when due or if any Event
             ----------------
of Default  occurs,  the Company  promises to pay all costs of  enforcement  and
collection,  including, but not limited to, Lender's attorney's fees, whether or
not any action or proceeding is brought to enforce the provisions hereof.

     11.     Severability.  Every  provision  of  this  Note  is  intended to be
             ------------
severable.  In the event any term or provision  hereof is declared by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever,  such
illegality  or  invalidity  shall  not  affect  the  balance  of the  terms  and
provisions  hereof,   which  terms  and  provisions  shall  remain  binding  and
enforceable.

     12.     Choice  of  Law.  This  Note  shall be governed by and construed in
             ---------------
accordance  with  the  laws  of  the  State  of California. Any and all disputes
arising  under  this  Note  shall be adjudicated in the appropriate court in the

                                     10.12-4

<PAGE>
county of Los Angeles,  California,  and all parties submit to  jurisdiction  of
such court for resolution of such disputes.

     13.     Interest  Rate  Limitation.  It  is  the  intent of the Company and
             --------------------------
Lender in the  execution of this Note and all other  instruments  securing  this
Note that the loan evidenced hereby be exempt from the restrictions of the usury
laws of the State of California. In the event that, for any reason, it should be
determined that the California  usury law is applicable to the loan, the Company
and Lender  stipulate and agree that none of the terms and provisions  contained
herein shall ever be construed to create a contract for the use,  forbearance or
detention  of money  requiring  payment of  interest  at a rate in excess of the
maximum  interest  rate  permitted  to be  charged  by the laws of the  State of
California.  In such event,  if the Lender shall collect monies which are deemed
to constitute  interest which would  otherwise  increase the effective  interest
rate on this  Note to a rate in  excess  of the  maximum  rate  permitted  to be
charged  by the  laws of the  State  of  California,  all such  sums  deemed  to
constitute  interest  in excess of such  maximum  rate  shall,  at the option of
Lender,  be credited to the payment of the sums due hereunder or returned to the
Company.

     14.     Entire  Agreement. This Note constitutes the entire agreement among
             -----------------
the parties with regard to the subjects hereof,  and supersedes and replaces any
prior or  contemporaneous  negotiations,  discussions,  contracts or agreements,
written  or oral.  The terms and  conditions  of this  Note  shall  inure to the
benefit of, and be binding upon,  the  respective  successors and assigns of the
parties.  Nothing  in this Note is  intended  to  confer on any third  party any
rights, liabilities or obligations, except as specifically provided.

     IN WITNESS WHEREOF, the Company has executed this Note as of the date first
above written.



                                 CBCOM,  INC.



                                  By  ---------------------
                                 Charles Lesser,
                                  Chief  Financial  Officer and  Secretary


                                  Address:     16830  Ventura  Blvd,  2th Floor
                                               Encino, California 91436










                                     10.12-5

<PAGE>
                              NOTICE OF CONVERSION
                              --------------------

                   [To Be Signed Only Upon Conversion of Note]

TO  CBCOM,  IN.:

     The undersigned,  the Lender of the foregoing Note,  hereby surrenders such
the Note for conversion  into shares of Common Stock CBCOM,  inc., to the extent
of $ unpaid principal amount of such Note, and requests that the
     ----------
certificates  for  such  shares  be  issued  in the name of,  and  delivered  to
              , whose address is                         .
--------------                  -------------------------
Dated:                    .
     --------------------




---------------------------------------
(Signature  must  conform in all  respects to name of Lender as specified on the
face of the note.)


--------------------------------
(Address)




























                                     10.12-6


<PAGE>
                                    EXHIBIT A
                            SCHEDULE OF LOANED FUNDS

Date  of  Loan     Amount          Notes
--------------     ------          -----



















































                                     10.12-7