Exhibit 10.4

                         PROMISSORY NOTE

$350,000                                       Irvine, California
                                                   March 30, 2001

     FOR  VALUE  RECEIVED,  the undersigned, CALIFORNIA  SOFTWARE
CORPORATION, a Nevada corporation (the "Maker"), hereby  promises
to  pay to the order of Anthony M. Mello, III, an individual (the
"Holder"), at his office at 2654 W. Horizon Ridge Parkway,  Suite
B,  Henderson, Nevada  89052, or at such other place or  to  such
other  party  or  parties as the Holder may  from  time  to  time
designate,  the  principal sum of Three  Hundred  Fifty  Thousand
Dollars   ($350,000),  together  with  interest  on  the   unpaid
principal  balance from time to time outstanding at the  rate  of
two  percent  (2%)  per annum above the prime  rate  of  interest
announced  from  time  to  time by Wells  Fargo  Bank,  N.A.,  to
commercial  customers  for  unsecured loans.  The  interest  rate
payable hereunder shall be adjusted from time to time on the same
day  that  Wells Fargo Bank, N.A. announces changes in its  prime
interest rate.

     Beginning with a payment due on the 10th day of April, 2001,
the  principal and interest of this Promissory Note shall be paid
in   equal  monthly  installments  of  one  thirty-sixth  of  the
principal  amount plus accrued interest for a total of thirty-six
(36)  months,  such payments being due no later  than  the  tenth
(10th) day of each of the thirty-six (36) months.

     One time during the term of this Promissory Note, Holder  is
entitled to demand in writing the payment of ten percent (10%) of
the  then  current  outstanding principal balance  which  payment
shall  be made by Maker within three (3) days of Maker's  receipt
of such written demand from Holder.

     Both principal and interest shall be paid by Maker in lawful
money of the United States of America in cash or in the form of a
cashier's or certified check.

     Maker shall have the right to prepay this Promissory Note in
whole  or in part, without penalty, at any time and from time  to
time, prior to the maturity date hereof.

     This  Promissory Note arises out of the Loan Agreement  (the
"Agreement")between Maker and Holder dated March 30, 2001,  which
is  incorporated  herein by reference as if set forth  at  length
herein,  and,  unless otherwise indicated herein, the  terms  and
provisions of this Promissory Note will have the same meanings as
are ascribed thereto in the Agreement.

     This  Promissory  Note  is secured by a  security  agreement
("Security Agreement") of even date herewith.

     The  rights  and  remedies of Holder, as  provided  in  this
Promissory  Note shall be cumulative and concurrent, and  may  be
pursued  singularly, successively or together, and shall  include
its  right  to enforce the obligations of Bruce Acacio under  the
terms of the Acacio Personal Guaranty.

     This Promissory Note has been executed and delivered in  the
State  of  California  and  is to be governed  by  and  construed
according to the laws thereof without regard to its choice of law
principles.

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     In  the  event that this Promissory Note shall  require  the
payment  of  interest in excess of the maximum amount permissible
under  applicable  law,  then the Maker's  obligations  hereunder
shall, automatically and retroactively, be deemed reduced to  the
highest maximum amount permissible under applicable law.  In  the
event  Holder  receives as interest an amount which would  exceed
such  maximum applicable rate, the amount of any excess  interest
shall  not  be applied to the payment of interest hereunder,  but
shall,  automatically  and  retroactively,  be  applied  to   the
reduction of the unpaid principal balance due hereunder.  In  the
event  and  to the extent such excess amount of interest  exceeds
the  outstanding  unpaid principal balance  hereunder,  any  such
excess amount shall be immediately returned to Maker by Holder.

     Time is of the essence with regard to this Promissory Note.

     If  any of the following events (hereinafter referred to  as
"Events  of Default") shall occur, then, in each such  event  and
during the continuance thereof, the Holder may declare the entire
remaining  indebtedness owing hereunder,  including  any  accrued
interest, to become immediately due and payable:

     (a)   If the Maker shall default in the timely making of any
payment  of  principal and/or interest due hereunder and  if  the
same  remains unpaid for five (5) days following receipt by Maker
of  written notice of such default (which grace period shall only
be  permitted  two (2) times during the term of  this  Promissory
Note); or

     (b)   If  an Event of Default (other than a default  in  the
making of any payment of principal and/or interest due hereunder)
exists  under,  and  as  that term is  defined  in  the  Security
Agreement,  and  if  such Event of Default is  not  cured  within
thirty (30) days after receipt by Maker of written notice of  the
existence of such Event of Default; or

     (c)  If Maker shall have made a voluntary assignment for the
benefit of creditors, or if proceedings shall have been commenced
under  the bankruptcy laws by or against Maker, or if a  receiver
or trustee shall have been appointed for the benefit of creditors
against Maker; provided, however, that Maker shall not be  deemed
to  be  in  default  due to any involuntary  proceedings  brought
against it if such proceedings are dismissed or resolved in favor
of  Maker within ninety (90) days from the commencement  of  such
proceedings.

     Upon default under this Promissory Note or failure to comply
with  any  provision of that certain Security Agreement  of  even
date  entered  into between Maker and Holder, the  entire  unpaid
principal  and  all  accrued interest, at the option  of  Holder,
shall at once become due and payable.

     The  Maker of this Promissory Note, for itself and its legal
representatives, successors and assigns, hereby expressly  waives
presentment, demand, protest, notice of protest, presentment  for
the  purpose  of accelerating maturity, diligence in  collection,
and  the  benefit of any exemption under the homestead  exemption
laws,  if  any,  or any other exemption or insolvency  laws,  and
consents that the Holder may extend the time for payment  of  any
part or the whole of the indebtedness evidenced hereby.

     No  delay or omission by the Holder in exercising any  right
hereunder  shall operate as a waiver of such right or  any  other
right  of  the  Holder.  A waiver of any right by Holder  on  one

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occasion shall not be construed as a bar to or as a waiver of any
right  in the future.  None of the provisions hereof and none  of
the  rights of the Holder shall be deemed to have been waived  by
acceptance  of  any  part due amount or by any  other  indulgence
granted to the Maker.

     Neither  this  Promissory Note nor any term  hereof  may  be
waived,  amended,  discharged, modified, changed,  or  terminated
orally, nor shall any waiver of any provision hereof be effective
except by an instrument in writing signed by Maker and the Holder
thereof.

     Whenever  used herein, the words "Maker" and "Holder"  shall
be   deemed   to   include  their  respective   heirs,   personal
representatives, successors and assigns.

     All notices to be given under this Promissory Note shall  be
deemed  served upon receipt by the addressee or, if mailed,  upon
the  expiration  of seventy-two (72) hours after deposit  in  the
United  States  Postal Service, certified mail, postage  prepaid,
addressed  to  the address of Maker or Holder as hereinafter  set
forth:

     Maker's Address:    California Software Corporation
                         2485 McCabe Way
                         Irvine, CA 92614
                         Attention:  Bruce Acacio

     Holder's Address:   Anthony M. Mello, III
                         2654 W. Horizon Ridge Parkway, Suite B
                         Henderson, Nevada  89052

     If any party hereto incurs any legal fees, whether or not an
action  is  instituted, to enforce the terms of  this  Promissory
Note  or  to recover damages or injunctive relief for  breach  of
this  Promissory  Note,  it  is agreed  that  the  successful  or
prevailing party or parties shall be entitled to recover  its  or
their  reasonable attorneys' fees, expert witness fees and  other
costs in addition to any other relief to which it or they may  be
entitled.

     This  Promissory Note may from time to time be  extended  or
renewed, with or without notice to Maker or any guarantor  hereon
and  any  related right may be waived, exchanged, surrendered  or
otherwise  dealt  with, all without affecting  the  liability  of
Maker or any guarantor hereon.

     Anything   in   this  Promissory  Note   to   the   contrary
notwithstanding,  the indebtedness evidenced by  this  Promissory
Note shall be subordinated and junior in right of payment, to the
extent   and  in  the  manner  hereinafter  set  forth,  to   all
indebtedness  of  the Maker for money borrowed  equal  to  or  in
excess  of  Five  Hundred  Thousand Dollars  ($500,000),  whether
outstanding at the date of this Promissory Note or incurred after
the  date  of  this Promissory Note, from any state  or  national
bank,  savings  and  loan,  credit  union,  or  other  depository
institution,   finance  company,  insurance  company   or   other
financial  institution which engages in commercial or  asset-base
lending  or any affiliate of any of the foregoing, plus  interest
thereon  (such indebtedness of the Maker to which this Promissory
Note  is  subordinate  and  junior  being  sometimes  hereinafter
referred  to as the "senior debt") it being understood,  however,
that  such  subordination  shall not impair  Maker's  obligations
under  the terms of this Promissory Note so long as Maker is  not
in default as to the senior debt.  In the event of any insolvency

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or  bankruptcy  proceedings,  and any  receivership,  liquidation
readjustment,  reorganization  or other  similar  proceedings  in
connection  therewith, relative to the Maker to it creditors,  as
such or to its property, and in the event of any proceedings  for
voluntary  liquidation, dissolution or other winding  up  of  the
undersigned,  whether or not involving insolvency or  bankruptcy,
then  the  holders  of senior debt shall be entitled  to  receive
payment in full of all principal and interest on all senior  debt
before  the holder of this Promissory Note is entitled to receive
any   payment  on  account  of  principal  or  interest  on  this
Promissory Note, and to that end (but subject to the power  of  a
court   of   competent  jurisdiction  to  make  other   equitable
provisions  reflecting the rights conferred  by  this  Promissory
Note upon the senior debt and the holder thereof with respect  to
the indebtedness evidenced by this Promissory Note and the holder
thereof  by  a  lawful  plan of reorganization  under  applicable
bankruptcy  law) the holders of senior debt shall be entitled  to
receive  for  application  in  payment  thereof  any  payment  or
distribution  of  any  kind  or character,  whether  in  cash  or
property  or  securities, which may be payable or deliverable  in
any   such  proceedings  in  respect  of  this  Promissory  Note,
including  any such payment or distribution which may be  payable
or  deliverable  by virtue of the provisions of any  indebtedness
which  is  subordinate and junior in right  of  payment  to  this
Promissory Note, except securities which are subordinate in right
of  payment to the payment of the senior debt; and in  the  event
that  pursuant to any provision of this Promissory Note, the same
is declared due and payable before its expressed maturity because
of    the  occurrence  of  a  default  described  therein  (under
circumstances  when  the provisions of the immediately  preceding
paragraph  shall not be applicable), the holders of  senior  debt
outstanding  at  the time this Promissory Note  becomes  due  and
payable because of such occurrence of a default thereunder  shall
be  entitled  to  receive payment in full of  all  principal  and
interest  on all senior debt before the Holder hereof is entitled
to  receive  any payment on account of the principal or  interest
upon  this Promissory Note. No present or future holder of senior
debt   shall   be  prejudiced  in  its  right  to   enforce   the
subordination  of this Promissory Note by any act or  failure  to
act  on  the part of the Maker.  The foregoing provisions  as  to
subordination are solely for the purpose of defining the relative
rights of the holders of the senior debt on the one hand, and the
Holder  of  this Promissory Note on the other hand, and  none  of
such  provisions  shall  impair, as between  the  Maker  and  the
Holder, the obligations of the Maker, which is unconditional  and
absolute,  to  pay  to  the holder of this  Promissory  Note  the
principal and interest thereon, in accordance with the  terms  of
this  Promissory Note, nor shall any such provisions prevent  the
Holder  from  exercising  all  remedies  otherwise  permitted  by
applicable  law or under the terms of this Promissory  Note  upon
default  thereunder, subject to the rights,  if  any,  under  the
foregoing provisions, of holders of senior debt to receive  cash,
property  or securities otherwise payable or deliverable  to  the
Holder. The Maker agrees, for the benefit of the holders  of  the
senior  debt, that in the event this Promissory Note is  declared
due  and  payable before its expressed maturity  because  of  the
occurrence of an event of default thereunder or otherwise (i) the
undersigned will give prompt notice in writing of such  happening
to  the  holders of the senior debt and (ii) if required  by  the
terms of such senior debt, all senior debt shall forthwith become
immediately  due  and  payable upon  demand,  regardless  of  the
expressed maturity thereof.

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     IN WITNESS WHEREOF, Maker has caused this Promissory Note to
be  executed  in  Irvine, California, on  the  date  first  above
written.

     MAKER:                   CALIFORNIA SOFTWARE CORPORATION,
                              a Nevada corporation


                              By:/s/ Bruce Acacio
                              ---------------------------
                                 Bruce Acacio


                              By:/s/ Carol Conway Dewees
                              ---------------------------
                                 Carol Conway Dewees
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