PROMISSORY
NOTE








US
      $45,000.00
              Las Vegas,
      NevadaApril 11,
      2007








For good
and valuable consideration, Secured Diversified Investment,
Ltd., a Nevada corporation, (“Maker”), hereby makes
and delivers this Promissory Note (this “Note”) in favor of
JWA VENTURES,  LLCa Nevada limited liability company (“Holder”), and hereby
agree as follows:





1.Principal
Obligation and Interest.  For value
received, Maker promises
to pay to Holder at 131 Laurel Grove, Kentfield, California 94904, or at such
other place as Holder may designate in writing, in currently available funds of
the United States, the principal sum of Forty-five Thousand and 00/100 Dollars
($45,000.00).  Makers’ obligation under this Note shall accrue
interest at the rate of seven percent (7%) per annum from the date hereof until
paid in full.





2.Payment
Terms. Maker
agrees to remit payment in full of all principal and interest due hereunder to
Holder on or before April 11, 2009. Maker shall have the right to prepay all or
any part of the principal under this Note without penalty.





3.Acknowledgment
of Obligation to Repay Prior Advances.Maker
acknowledges that, prior to the date of this Note and prior to Holder’s
advancement of the funds due hereunder, Holder has advanced to Maker a total of
$63,000 for use in the operation of Maker’s business.  Maker
acknowledges and agrees that, in addition to the sum due hereunder, Maker
remains obligated to repay all such sums previously advanced to Maker by
Holder.





4.Representations
and Warranties of Maker.Maker hereby
represents and warrants the following to Holder:





(a) Maker
and those executing this Note on its behalf have the full right, power, and
authority to execute, deliver and perform the obligations under this Note, which
are not prohibited or restricted under articles of incorporation of
Maker.  This Note has been duly executed and delivered by an
authorized officer of Maker and constitutes a valid and legally binding
obligation of Maker enforceable in accordance with its terms.





(b) The
execution of this Note and Maker’s compliance with the terms, conditions and
provisions hereof does not conflict with or violate any provision of any
agreement, contract, lease, deed of trust, indenture, or instrument to which
Maker is a party or by which Maker is bound, or constitute a default
thereunder.










5.  Defaults.  The following
events shall be defaults under this Note:





a.  Maker’s
failure to remit any payment under this Note on before the date due, if such
failure is not cured in full within five (5) days of written notice of
default.





b.  Maker’s
failure to perform or breach of any non-monetary obligation or covenant set
forth in this Note if such failure is not cured in full within ten (10) days
following delivery of written notice thereof from Holder to Maker;





c.  If
Maker is dissolved, whether pursuant to any applicable articles of
incorporation, by-laws, and/or any applicable laws, or otherwise.





6.           Rights
and Remedies of Holder.  Upon the occurrence of an event of
default by Maker under this Note, then, in addition to all other rights and
remedies at law or in equity, Holder may exercise any one or more of the
following rights and remedies:





a.  Accelerate
the time for payment of all amounts payable under this Note by written notice
thereof to Maker, whereupon all such amounts shall be immediately due and
payable; and





b.  Pursue
any other rights or remedies available to Holder at law or in
equity.





7.           Interest
To Accrue Upon Default. Upon the occurrence of an
event of default by Makers under this Note, the balance then owing under the
terms of this Note shall accrue interest at the rate of fifteen percent (15%)
per annum from the date of default until Holder is satisfied in
full.





8.Representation
of Counsel.Maker
acknowledges that they have consulted with or have had the opportunity to
consult with it’s their legal counsel prior to executing this
Note.  This Note has been freely negotiated by Maker and Holder and
any rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Note.





9.Choice of
Laws; Actions.  This Note shall
be constructed and construed in accordance with the internal substantive laws of
the State of Nevada, without regard to the choice of law principles of said
State.  Maker acknowledges that this Note has been negotiated in Clark
County, Nevada.  Accordingly, the exclusive venue of any action, suit,
counterclaim or cross claim arising under, out of, or in connection with this
Note shall be the state or federal courts in Clark County,
Nevada.  Maker hereby consents to the personal jurisdiction of any
court of competent subject matter jurisdiction sitting in Clark County,
Nevada.





10.  Usury
Savings Clause.  Maker expressly agrees and acknowledges that
Maker and Holder intend and agree that this Note shall not be subject to the
usury laws of any state other than the State of
Nevada.  Notwithstanding anything contained in this Note to the
contrary, if collection from Maker of interest at the rate set forth herein
would be contrary to applicable laws, then the applicable interest rate upon
default shall be the highest interest rate that may be collected from Maker
under applicable laws at such time.




2





11.Costs of
Collection.Should the
indebtedness represented by this Note, or any part hereof, be collected at law,
in equity, or in any bankruptcy, receivership or other court proceeding, or this
Note be placed in the hands of any attorney for collection after default, Maker
agrees to pay, in addition to the principal and interest due hereon, all
reasonable attorneys’ fees, plus all other costs and expenses of collection and
enforcement, including any fees incurred in connection with such proceedings or
collection of the Note.





12.           Further
Assurances.  From and after
the Closing Date, each party shall reasonably cooperate with the other party in
order to fully effectuate the intent and purpose of this Agreement, and shall
execute and deliver any documents or instruments reasonably requested by the
other party in connection therewith.





13.Execution
of Additional Documents.  Each of the
Parties hereto hereby agrees to perform any and all acts and to execute and
deliver any and all documents reasonably necessary or convenient to carry out
the intent and the provisions of this Agreement.








14.           Miscellaneous.





a.  This
Note shall be binding upon Maker and shall inure to the benefit of Holder and
its successors, assigns, heirs, and legal representatives.





b.  Any
failure or delay by Holder to insist upon the strict performance of any term,
condition, covenant or agreement of this Note, or to exercise any right, power
or remedy hereunder shall not constitute a waiver of any such term, condition,
covenant, agreement, right, power or remedy.





c.  Any
provision of this Note that is unenforceable shall be severed from this Note to
the extent reasonably possible without invalidating or affecting the intent,
validity or enforceability of any other provision of this Note.





d.  In
the event of any action at law or in equity to enforce this Note, the prevailing
party shall be entitled to recover its reasonable attorneys’ fees and costs from
the unsuccessful party.





e.  This
Note may not be modified or amended in any respect except in a writing executed
by the party to be charged.





3




IN WITNESS WHEREOF, this Note
has been executed effective the date and place first written above.





“Maker”:





SECURED
DIVERSIFIED INVESTMENT, LTD








By:/s/ Munjit
Johal


Munjit
Johal, President








“Holder”:





JWA
VENTURES LLC








By:/s/ Joseph
Abrams


Joseph
Abrams, Manager