THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES
LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE
SECURITIES LAWS, OR (II) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE SECURITIES ACT OR
SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
WITH SUCH TRANSFER.


                             AMS ACQUISITION CORP.
                            SECURED PROMISSORY NOTE


$398,230.00                                          Buena Park,
California                                           July 8, 1998

FOR VALUE RECEIVED, the undersigned, AMS Acquisition Corp., a
Nevada corporation (the "Company"), hereby promises to pay to the
order of Paul Hentschl, or his lawful assigns (the "Purchaser"), in
lawful money of the United States of America, and in immediately
available funds, the principal sum of THREE HUNDRED NINETY EIGHT
THOUSAND TWO HUNDRED THIRTY DOLLARS ($398,230.00).  The principal
hereof and any unpaid accrued interest thereon shall be due and
payable on or before 5:00 p.m., Pacific Standard Time, on July 8,
2001 (unless the payment date is accelerated as provided in Section
7 hereof or extended as provided in Section 2 hereof).  Payment of
all amounts due hereunder shall be made at the address of the
Purchaser provided for herein.  The Company further promises to pay
simple interest at the rate of 7.00% percent per annum on the
outstanding principal balance hereof, such interest to be payable
monthly in arrears on the 1st day of each month, commencing August
1, 1998.

1.  SECURITY.  This Note is secured by and entitled to
the benefits of a certain Company Security Agreement (the "Company
Security Agreement") dated as of even date herewith, among the
Company and the Purchaser.

2.  EXTENSION OF MATURITY DATE.  Purchaser shall have the
right, in its sole discretion, to extend the maturity of this Note,
each such extension exercisable only by the Purchaser by delivering
to the Company written notice of such extension at any time prior to
the maturity date then in effect.

3.  TRANSFERABILITY.  Subject to the provisions herein,
this Note shall be freely transferable by the Purchaser provided
such transfer is in compliance with applicable federal and state
securities laws.

4.  DEFAULT.  The occurrence of any one of the following
events shall constitute an Event of Default:

<PAGE>

(a) The non-payment, when due, of any principal or
interest pursuant to this Note;

(b) The material breach of any representation or warranty
in this Note.  In the event the Purchaser becomes aware of a breach
of this Section 4(b), the Purchaser shall notify the Company in
writing of such breach and the Company shall have ten (10) business
days after notice to cure such breach;

(c) The material breach of any covenant or undertaking in
this Note, not otherwise provided for in this Section 4;

(d) The commencement by the Company of any voluntary
proceeding under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, receivership, dissolution, or
liquidation law or statute of any jurisdiction, whether now or
hereafter in effect; or the adjudication of the Company as insolvent
or bankrupt by a decree of a court of competent jurisdiction; or the
petition or application by the Company for, acquiescence in, or
consent by the Company to, the appointment of any receiver or
trustee for the Company or for all or a substantial part of the
property of the Company; or the assignment by the Company for the
benefit of creditors; or the written admission of the Company of its
inability to pay its debts as they mature; or

(e) The commencement against the Company of any
proceeding relating to the Company under any bankruptcy,
reorganization, arrangement, insolvency, adjustment of debt,
receivership, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, provided, however,
that the commencement of such a proceeding shall not constitute an
Event of Default unless the Company consents to the same or admits
in writing the material allegations of same, or said proceeding
shall remain undismissed for 20 days; or the issuance of any order,
judgment or decree for the appointment of a receiver or trustee for
the Company or for all or a substantial part of the property of the
Company, which order, judgment or decree remains undismissed for 20
days; or a warrant of attachment, execution, or similar process
shall be issued against any substantial part of the property of the
Company.

Upon the occurrence of any Default or Event of Default, the
Purchaser may, by written notice to the Company, declare all or any
portion of the unpaid principal amount due to Purchaser immediately
due and payable, in which event it shall immediately be and become
due and payable, provided that upon the occurrence of an Event of
Default as set forth in paragraph (d) or paragraph (e) hereof, all
or any portion of the unpaid principal amount due to Purchaser shall
immediately become due and payable without any such notice.

5.  PREPAYMENT.  The Company may, at its option, at any
time and from time to time, prepay all or any part of the principal
balance of this Note, without penalty or premium, provided that
concurrently with each such prepayment the Company shall pay accrued
interest on the principal so prepaid to the date of such prepayment.

<PAGE>

6.  NOTICES.  All notices provided for in this Note shall
be in writing signed by the party giving such notice, and delivered
personally or sent by overnight courier or messenger or sent by
registered or certified mail (air mail if overseas), return receipt
requested, or by telex, facsimile transmission, telegram or similar
means of communication.  Notices shall be deemed to have been
received on the date of personal delivery, telex, facsimile
transmission, telegram or similar means of communication, or if sent
by overnight courier or messenger, shall be deemed to have been
received on the next delivery day after deposit with the courier or
messenger, or if sent by certified or registered mail, return
receipt requested, shall be deemed to have been received on the
third business day after the date of mailing.  Notices shall be sent
to the addresses set forth below:

If to the Company:

AMS Acquisition Corporation
5681 Beach Boulevard, Suite 101
Buena Park, CA 90621
Attn: Joseph Naughton, Chief Executive Officer
Facsimile No.: (949) 994-3242

With a copy to:

The Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler, Esq.
Facsimile No.: (949) 719-1988

If to the Purchaser:

Paul Hentschl
13939 Barrymore
San Diego, CA 92129
Facsimile No.: (    )


With a copy to:

Kennerson Schwartz Semerdjian & Haille LLP
101 West Broadway, Suite 480
San Diego, CA 92101
Attn: John K. Grant, Esq.
Facsimile No.: (619) 236-8827

<PAGE>

7.  CHOICE OF LAW, JURISDICTION.  This Note and the rights of
the parties hereunder shall be governed by and construed in
accordance with the laws of the State of California including all
matters of construction, validity, performance, and enforcement and
without giving effect to the principles of conflict of laws.  The
parties submit to the jurisdiction of the Courts of the State of
California or a Federal Court empaneled in the State of California
for the resolution of all legal disputes arising under the terms of
this Note.

8.  ATTORNEYS' FEES.  Except as otherwise provided
herein, if a dispute should arise between the parties including, but
not limited to arbitration, the prevailing party shall be reimbursed
by the nonprevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees
exclusive of such amount of attorneys' fees as shall be a premium
for result or for risk of loss under a contingency fee arrangement.

9.  CONFORMITY WITH LAW.  It is the intention of the
Company and of the Purchaser to conform strictly to applicable usury
and similar laws.  Accordingly, notwithstanding anything to the
contrary in this Note, it is agreed that the aggregate of all
charges which constitute interest under applicable usury and similar
laws that are contracted for, chargeable or receivable under or in
respect of this Note, shall under no circumstances exceed the
maximum amount of interest permitted by such laws, and any excess,
whether occasioned by acceleration or maturity of this Note or
otherwise, shall be canceled automatically, and if theretofore paid,
shall be either refunded to the Company or credited on the Principal
amount of this Note.

IN WITNESS WHEREOF, the Company has signed and sealed this
Note and delivered it in Buena Park, California as of the date first
written above.



AMS ACQUISITION CORP.


/s/Joseph Naughton
By:    Joseph Naughton
Its:   Chief Executive Officer