FY2000 10K EX10.611






              EXHIBIT 10.611




Promissory Note for Stock Purchase Agreement with Mr. Yuanhao  Li



PROMISSORY NOTE

This Promissory Note is made this December 27, 2000, by and
between American Champion Entertainment, Inc. (hereinafter referred to as
"ACEI"), a Delaware corporation located at 22320 Foothill Blvd., Suite 260,
Hayward, California 94541, U.S.A. and Mr. Yuanhao Li, an individual located at
31 Ashglen Way, Markham, Ontario, L3R 3A6, Canada (hereinafter referred to as
"Debtor").

Recitals

WHEREAS, on December 27, 2000, Debtor entered into a Stock
Purchase Agreement (hereinafter referred to as "SPA") for the purchase of
6,250,000 shares of the ACEI common stock $.0001 par value per share.

WHEREAS, pursuant to the SPA, Debtor agreed to execute this Promissory
Note.

NOW THEREFORE IN CONSIDERATION of the foregoing and following promises,
covenants, conditions, and premises, and for other good and valuable
consideration, the adequacy, sufficiency, and receipt of which is hereby
acknowledged, the parties hereby agree as follows:

Agreement

1. Recitals Part of Agreement. The recitals are a material part of
this Agreement.

2. Payment. Debtor hereby promises to pay, in lawful money of the
United States, to the order of ACEI, the principal of $1,000,000.00 on or before
March 31, 2001.

3. Collection Costs. Debtor agrees to pay the actual expenditures
made in any attempt to collect the amount due pursuant to the Promissory
Note.

4. Waiver or Presentment, Notice of Dishonor and Protest. Debtor
waives presentment, demand, and protest, and the right to assert any statute of
limitations.

5. Debtor's Obligations by this Agreement. The obligations of Debtor
by this Agreement are as follows:

	to pay the obligation to ACEI when due,
	to pay all expenses, including attorney's fees and court costs, incurred by
ACEI in the perfection, preservation, realization, enforcement, and exercise of
its rights under this agreement,
	to indemnify ACEI against loss of any kind, including reasonable attorney's
fees and costs,
	not to use the common stock for any unlawful purpose or in any way
and will not sale, transfer or dispose of any share of such common stock until
payment to ACEI is made in full,
	in the event that payment to ACEI is not made by April 1, 2001, all of the
6,250,000 shares of common stock will be returned to ACEI.





 

6. Termination. This Promissory Note and Agreement will continue in
effect and will terminate when Debtor completes performance of obligations to
ACEI.

7. Miscellaneous. No waiver by ACEI of any breach or default will be a
waiver of any breach or default occurring later. A waiver will be valid only if
it is in writing and signed by ACEI. This Promissory Note and Agreement will
bind and benefit the successors and assignees of the parties, but Debtor may not
assign its rights under the Promissory Note and Agreement without ACEI's prior
written consent. This contract will be governed by the laws of State of
California, as amended from time to time. This Promissory Note and Security
Agreement is the entire agreement, and supersedes any prior agreement or
understandings, between ACEI and Debtor.

 

 

Signed this 27th day of December, 2000,

 

at 22320 Foothill Blvd., Suite 260, Hayward, CA 94541

 

By Debtor: /s/ Yuanhao Li

Yuanhao Li

 

 

Accepted:

 

By:/s/ Anthony K. Chan

Anthony K. Chan

President & CEO

American Champion Entertainment, Inc.