EXHIBIT 10.4


                             SECURED PROMISSORY NOTE


$330,000.00                                                  December 12, 2000
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                                                            Irvine, California


         For value received,  the  undersigned,  AMERICAN  INFLATABLES,  INC., a
Delaware corporation ("Maker"), promises to pay to UNIVERSAL CONSULTANTS,  INC.,
a Nevada  corporation  ("Payee"),  the  principal  sum of Three  Hundred  Thirty
Thousand Dollars ($330,000.00), with interest rate and terms as follows:

         1. MATURITY DATE. This Note shall mature on  the date  which  is ninety
(90) days from the date set forth above (the "Maturity  Date").  All outstanding
principal  and  interest on this Note shall be due and  payable on the  Maturity
Date.

         2. INTEREST.  The rate of interest on the outstanding principal balance
of this  Note  shall  be ten per  cent  (10%)  per  annum  or  portion  thereof,
commencing as of the date of this Note.

         3. PAYMENTS.  Maker  shall make the payment due hereunder,  as and when
due,  to Payee at such  address as Payee may,  from time to time,  designate  in
writing.  All payments made by Maker hereunder shall be applied first to accrued
but unpaid interest, and the remainder to principal.  All payments shall be made
in lawful money of the United States of America.

         4.  ATTORNEYS' FEES. If any  action at law is  necessary to  enforce or
interpret  the terms of this Note,  the  prevailing  party  shall be entitled to
reasonable attorneys' fees.

         5. PREPAYMENT. This Note may be  prepaid in whole  or in  part  without
penalty at any time prior to the  maturity  thereof.  Any  prepayments  shall be
credited first against accrued but unpaid interest on the outstanding principal,
and thereafter against outstanding principal.

         6.  SECURITY. Payment of this Note is secured by the provisions of that
certain  Security  Agreement of even date  herewith and by and between Maker and
Payee.  In  amplification  thereof,  as  total  security  for  the  payment  and
performance  of its  obligations  to Payee under this Note,  it is the intent of
Maker to  pledge  and to grant  to  Payee,  and to  collateralize  and  create a
security interest in the "Collateral" (as defined in the Security  Agreement) to
fully extinguish any and all debts, obligations and liabilities of Maker arising
out of this Note.

         7.  INTERPRETATION.  Neither Maker  nor  Payee,  nor  their  respective
legal counsel,  agents,  brokers or  representatives,  shall be deemed to be the
author or drafter of this Note for the purposes of construing its provisions.



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         8. FURTHER  ASSURANCES.  Each of the parties  hereto  agrees to execute
and deliver such other and further documents and instruments and to perform such
other acts as may reasonably be necessary or appropriate to effectuate the terms
of this Note.

         9. WAIVER.  Any  forbearance,  failure  or delay by Payee in exercising
any right,  power or remedy  hereunder or under this Note shall not preclude the
further  exercise  thereof,  and every  right,  power or  remedy of Payee  shall
continue  in full  force  and  effect  until  such  right,  power or  remedy  is
specifically  waived in a writing  executed by Payee.  Maker waives any right to
require Payee to proceed  against any person or to exhaust any  collateral or to
pursue any remedy in Payee's power.

"Maker"


AMERICAN INFLATABLES, INC., a
Delaware corporation


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   Gregg R. Mulholland
   President