EXHIBIT 10.2

                                 PROMISSORY NOTE


U.S. $200,000                                                   February 5, 2003


     FOR  VALUE  RECEIVED,  Sun  Vacation  Properties  Corporation,  ("SVPC")  a
corporation organized under the laws of the United States, State of Nevada, with
its principal place of business in California ("Maker"),  hereby promises to pay
to Mr. Wei Chin,  with his principal  place of residence in Canada,  ("Payee" or
"Holder") the principal sum of Two Hundred Thousand Dollars  ($200,000) USD plus
accrued  interest as designated  below.  The entire  principal  balance plus all
accrued interest and fees of Eighty Five Thousand Dollars ($85,000 USD) shall be
paid no later than June 11, 2003. (the "Due Date")

     To induce the creation of this Note,  Maker hereby  places as collateral to
Mr. Wei Chin 25,000,000 shares of the outstanding common shares ("the Collateral
Shares") of stock of Commonwealth Equities (OTCBB: CWEQ) ("CWEQ") (the "Shares")
for this  Promissory Note (the  "Inducement").  Holder shall place the Shares of
common  stock in CWEQ in escrow  with the law offices of Richard M.  Hewitt,  PC
until Due Date.  Mr. Wei Chin agrees to allow SVPC to recapture  all shares with
the  exception  of 570,000  shares,  which shall be issued to Mr. Wei Chin after
Note has been fully satisfied at Due Date.

     In the event of default, Maker is hereby granted a default judgment without
contest on the  collateral  and granted  the right to exercise  its claim to the
collateral  as  satisfaction  and  repayment  of all the  terms  (principal  and
interest) in the Note.

     All documents and instruments now or hereafter  evidencing  and/or securing
the indebtedness evidenced hereby or any part thereof, including but not limited
to this Note are  sometimes  collectively  referred  to herein as the  "Security
Documents."

     All agreements in this Note and all other Security  Documents are expressly
limited  so that in no  contingency  or event  whatsoever,  whether by reason of
acceleration  of maturity of the  indebtedness  evidenced  hereby or  otherwise,
shall  the  amount  agreed  to be paid  hereunder  for the use,  forbearance  or
detention of money exceed the highest  lawful rate  permitted  under  applicable
usury laws. If, for any circumstance whatsoever, fulfillment of any provision of
this  Note or any  other  Security  Document  at the  time  performance  of such
provision shall be due shall involve exceeding any usury limit prescribed by law
which a court of competent  jurisdiction may deem applicable hereto,  then, ipso
facto, the obligations to be fulfilled shall be reduced to allow compliance with
such limit, and if, from any circumstance  whatsoever,  Payee shall ever receive
as interest an amount which would exceed the highest lawful rate, the receipt of
such excess shall be deemed a mistake and shall be canceled automatically or, if
theretofore  paid, such excess shall be credited against the principal amount of
the  indebtedness  evidenced  hereby to which the same may lawfully be credited,
and any  portion  of such  excess  not  capable  of being so  credited  shall be
refunded immediately to Maker.

     Maker  shall  pay  to  Payee  all  reasonable  costs,  expenses,   charges,
disbursements  and  attorneys'  fees  incurred  by Payee  following  an Event of
Default in collecting,  enforcing or protecting  this Note or any other Security
Document,  whether incurred in or out of court, including appeals and bankruptcy
proceedings.

     Payee and Maker  hereby  agree to trial by court and  irrevocably  agree to
waive jury trial in any action or proceeding  (including  but not limited to any
counterclaim)  arising  out of or in any way related to or  connected  with this
Note or any other Security Document,  the relationship  created thereby,  or the
origination,  administration or enforcement of the indebtedness evidenced and/or
secured by this Note or any other Security Document.

<PAGE>

     This Note has been delivered to Payee and accepted by Payee in the State of
California,  and shall be governed and construed generally according to the laws
of said State.  Venue of any action  brought  pursuant to this Note or any other
Security  Document,  or relating  to the  indebtedness  evidenced  hereby or the
relationships  created by or under the Security Documents shall, at the election
of the party  bringing  the  action,  be brought in  California  state or United
States  federal court of appropriate  jurisdiction  located in the City of Indio
and County of Riverside,  State of  California.  Maker and Payee each waives any
objection to the  jurisdiction  of or venue in any such court and to the service
of process issued by such court and agrees that each may be served by any method
of process  described in the State of California or United States  Federal Rules
of Civil Procedure.  Maker and Payee each waive the right to claim that any such
court is an inconvenient forum or any similar defense.

     If, in any jurisdiction,  any provision of this Note shall, for any reason,
be held to be invalid,  illegal,  or unenforceable in any respect,  such holding
shall not  affect  any other  provisions  of this  Note,  and this Note shall be
construed, to the extent of such invalidity, illegality or unenforceability (and
only to such extent) as if any such provision had never been  contained  herein.
Any  such  holding  of  invalidity,   illegality  or   unenforceability  in  one
jurisdiction  shall not prevent valid  enforcement of any affected  provision if
allowed under the laws of another relevant jurisdiction.

     No waiver by the holder of any payment or other right under this Note shall
operate as a waiver of any other payment or right.

     In the event Maker  incurs any  liability  as a result of the breach of any
representations  (or omission to state any material  facts) made (or omitted) by
Payee or Seller pursuant to this Promissory Note, Maker's exclusive remedy shall
be to offset  against all sums due hereunder  such amounts it may deem necessary
to fully indemnify it from any such liabilities.

     As used in this Note, the term "person"  shall include,  but is not limited
to, natural  persons,  corporations,  partnerships,  trusts,  joint ventures and
other legal entities,  and all combinations of the foregoing  natural persons or
entities,  and the term  "obligation"  shall include any  requirement to pay any
indebtedness and/or perform any promise, term, provision,  covenant or agreement
included or provided for in this Note or any other Security Document.



     Executed by the undersigned the year and day first above written.



                                     "Maker"
                                     Sun Vacation Properties Corporation


                                     By:/s/ Von G. Batesole
                                        ---------------------
                                        Name: Von G. Batesole
                                        Title: President





Agreed and Accepted on this day:  2/7/03



Payee or Holder


By: /s/ Wei Chin
   --------------
   Name: Wei Chin


<PAGE>

                               Escrow Instructions

The following escrow  instructions dated February 5, 2003 are for the benefit of
Mr. Wei Chin,  Von  Batesole and Sun Vacation  Properties  Corporation.  The law
offices of Richard M. Hewitt,  PC shall act as the designated  escrow agents for
this transaction.

     Requirements for Mr. Wei Chin:
     -----------------------------

     1.   It is  understood  Mr. Wei Chin is loaning  Two Hundred  Thousand  and
          no/100 Dollars  ($200,000.00) to Sun Vacation  Properties  Corporation
          (SVPC).

     2.   It is understood Mr. Wei Chin has a Promissory  Note from Sun Vacation
          Properties  Corporation  all due and  payable on June 11,  2003 in the
          amount of $285,000.00 including interest and fees.

     3.   For consideration Sun Vacation Properties Corporation shall place with
          Richard M. Hewitt, PC a stock certificate from Commonwealth  Equities,
          Inc.  issued to Sun Vacation  Properties  Corporation in the amount of
          25,000,000  common shares to be used for  collateral  purposes only in
          relation to the Promissory Note.

     4.   Upon delivery of $285,000.00 for said Note by Sun Vacation  Properties
          Corporation to Richard M. Hewitt,  PC for the benefit of Mr. Wei Chin,
          Richard M.  Hewitt,  PC shall  release  said funds to Mr. Wei Chin and
          release stock  certificate to SVPC, less 570,000 shares which shall be
          assigned to Mr. Wei Chin as additional compensation for said loan.

     5.   All other  provisions of the  Promissory  Note shall be understood and
          acknowledged by Richard M. Hewitt, PC

     6.   Mr. Wei Chin, through SVPC, shall instruct Richard M. Hewitt, PC as to
          the  disbursement  of the  $285,000.00  at the time  payment  has been
          received.  Written instructions shall be prepared prior to the date of
          maturity of the Note.

          Requirements for Mr. Von Batesole:
          ----------------------------------

     7.   It is  understood  Mr. Von  Batesole  is  loaning  One  Hundred  Fifty
          Thousand and no/100 Dollars  ($150,000.00) to Sun Vacation  Properties
          Corporation   (SVPC)  by  way  of  cash  loans  and  signing  personal
          guarantees for loans to said corporation.

     8.   For  consideration  of loans and personal  guarantees  to Sun Vacation
          Properties  Corporation by Mr. Von G. Batesole,  it is agreed upon the
          payoffs of all loans and the release of the personal  guarantees,  Mr.
          Batesole shall be issued 430,000 shares of Commonwealth Equities, Inc.

     9.   All other  provisions of the  Promissory  Note shall be understood and
          acknowledged by Richard M. Hewitt, PC.

     10.  Mr.  Batesole  shall  instruct  Richard  M.  Hewitt,   PC  as  to  the
          disbursement  of the  loan  proceeds  at the  time  payment  has  been
          received.  Written instructions shall be prepared prior to the date of
          maturity of the Note.

         Acknowledged by: /s/ Wei Chin      Acknowledged by: /s/ Von G. Batesole
                              Wei Chin                           Von G. Batesole