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                                                                    EXHIBIT 10.8


                             OPTIONAL ADVANCE NOTE
                                (Variable Note)
$400,000.00 Plus Interest                               Los Angeles, California
                                                        June 30, 1998

                "THIS IS A VARIABLE RATE LOAN - BALLOON PAYMENT"

     FOR VALUE RECEIVED, the undersigned hereby promises to pay to BAY AREA
FINANCIAL CORPORATION, or order, at 12400 Wilshire Boulevard, Suite 230, Los
Angeles, California the principal sum of $400,000.00, or so much thereof as
shall at any time be advanced by the Lender, plus interest on the unpaid
principal balance as provided below. All or any part of the principal on this
note may be borrowed, repaid and re-borrowed from time to time prior to
maturity. Loans hereunder may be made upon the oral or written request of any
person authorized in the resolution on file with BAY AREA FINANCIAL CORPORATION.

     This is a variable interest rate note and the interest rate may increase or
decrease depending upon subsequent changes in the prime rate of interest. The
"prime rate of interest" is the prime rate announced as being charged by Wells
Fargo Bank of California, from time to time. Should at any time, Wells Fargo
Bank cease announcing a prime rate of interest then "prime rate of interest"
under this note shall mean whatever reference rate Wells Fargo Bank does
announce as being a substitute for its prime rate of interest. Interest on this
note shall be computed on the basis of a 360 day year for actual days elapsed.

     This is a variable interest rate loan and the interest rate will increase
or decrease with changes in the prime loan rate. This interest rate will be 3.50
percentage points above the prime loan rate. The initial prime loan rate is
eight and one-half percent (8.50%) which is the published rate as of June 30,
1998; therefore, the initial interest rate is 12.00% per year. As the prime rate
of interest increases or decreases, the rate of interest hereunder shall
correspondingly increase or decrease so that the interest rate shall at all
times be equal to 3.50 percentage points higher than the prime rate on a daily
basis.

     Interest will be payable in monthly installments which installments are due
on the        day of each month commencing July 30, 1998 and continuing
thereafter until this note has been paid in full. Principal shall be payable in
full on December 30, 1999 ("the final maturity date"), together with (1) all
accrued and unpaid interest and (2) all sums which are owed to BAY AREA
FINANCIAL CORPORATION under the terms of this note including but not limited to
late charges, costs of any kind or nature, and/or advancements of any kind or
nature made by BAY AREA FINANCIAL CORPORATION for the protection of the liens on
the real property which is security for this note.

     This note is secured by a guaranty of one (1) deed of trust of 
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even date herewith to Job Insurance Agency, a California corporation, as 
Trustee, and reference is made to such Deed of Trust for rights to acceleration 
of the indebtedness evidenced by this note, including the following paragraph:

        "If the Trustor shall sell, convey or alienate the property herein 
        described, or any interest therein, or shall be divested of his title 
        or any interest therein in any manner or way, whether voluntarily or 
        involuntarily, without the written consent of the Beneficiary being 
        first had and obtained, the Beneficiary shall have the right at its 
        option to declare any indebtedness or obligations secured hereby, 
        irrespective of the maturity date specified in any note evidencing the 
        same, immediately due and payable."

        In the event of failure to pay principal or interest under this note 
when due, or in the event of default under any agreement between the 
undersigned and BAY AREA FINANCIAL CORPORATION may, at its election and without 
notice to undersigned, declare the entire unpaid balance hereof together with 
all accrued interest immediately due and payable.

        Payments on this note shall be credited first to interest then due and 
the remainder to principal. If this note is not paid when due, the undersigned 
promises to pay all costs of collection and reasonable attorneys' fees incurred 
by Bank whether or not suit is filed hereon.

        If any installment of principal or interest hereunder is not paid when 
due, the holder shall have the following rights in addition to the rights set 
forth in the preceding paragraph: (a) the right to add unpaid interest to 
principal and to have such amount thereafter bear interest as provided in this 
note, and (b) if any installment is more than ten (10) days past due, the right 
to collect a charge of six percent (6%) of the delinquent payment or fifteen 
dollars ($15.00) whichever is greater. This charge is the result of a 
reasonable endeavor by the undersigned and the holder to estimate the holder's 
added costs and damages resulting from the undersigned's failure to timely make 
payments under this note, hence the undersigned agrees that the charge shall be 
presumed to be the amount of damage sustained by the holder since it is 
extremely difficult to determine the actual amount necessary to reimburse the 
holder for such damages. If this note is not paid when due, the undersigned 
further promises to pay all costs of collection, foreclosure fees and 
reasonable attorneys' fees incurred by the holder whether or not suit is filed 
hereon.

        In the event of a default under this note, including but not 



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limited to: nonpayment of any installment of principal or interest within ten
(10) days of its designated due date; failure to pay insurance premiums or 
property taxes; transfer of title, the remaining principal balance shall bear 
interest at a rate of interest which shall be ten percent (10%) higher than the 
aforementioned prime rate of interest until this note has been paid in full.

     No transfer of an interest by the beneficiary in this Note shall be 
effective unless notice of such transfer, including the name and address of the 
transferee, has been provided to you. If such transferee does not provide you 
with satisfactory evidence that it is not a foreign corporation or nonresident 
alien, you shall have the right to withhold tax from the payments due to such 
transferee as required under the Internal Revenue Code or applicable state law, 
and the withholding of such interest shall not constitute a default under this 
Note or the Deeds of Trust securing the same.

     This note is secured by a guaranty of one (1) trust deed on the property 
commonly known as 348 Bentel, Los Angeles, CA 90049.

     The undersigned may prepay all or any part of this note at any time 
without penalty or premium whatsoever by paying the balance owing plus all 
accrued and unpaid interest thereon.

     Presentment of payment, notice of dishonor, protest, and notice of protest 
are expressly waived. No delay or omission by Bank to exercise any right 
hereunder, whether before or after the happening of any event of default, shall 
impair any such right or shall be construed as a waiver thereof or of any such 
event of default. This note cannot be changed, modified, amended or terminated 
orally.

Dated: June 30, 1998

BORROWERS                               GUARANTOR

ADRENALIN INTERACTIVE, INC.             THE JAY AND SUSAN SMITH
A Delaware corporation                  LIVING TRUST DATED JUNE 27, 1995

By: /s/ JAY SMITH III                   /s/ JAY SMITH III
    ----------------------------        ---------------------------------
    JAY SMITH III                       JAY SMITH III
    President & Secretary               Trustee


                                        /s/ SUSAN S. SMITH
                                        ---------------------------------
                                        SUSAN S. SMITH
                                        Trustee



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