**PROMISSORY
      NOTE**





November
                15, 2006
            $300,000




**FOR
      VALUE RECEIVED, PUBLIC COMPANY MANAGEMENT CORPORATION and its subsidiaries** (collectively,
      the “Maker”), at 5770 El Camino Road, Las Vegas, Nevada , promises
      to pay to the order of STEPHEN BROCK (the “Holder”), at 5770 El
      Camino Road, Las Vegas, Nevada 89118 ,
      or at
      such other place as the Holder may designate in writing, in lawful money of
      the
      United States of America, the principal sum of Three
      Hundred Thousand and 00/100 D ollars
      ($300,000.00).





The
      following terms and provisions apply to this Note:




**1.**  **Interest
      Rate** **.** Interest
      shall accrue on the principal amount of this note at a rate of Twelve percent
      (12%) per annum.





**2.**  **Payment
      Terms** **.** Maker
      shall pay to Holder one-hundred eighty (180) monthly installments of $3,600.50
      each on the fifteenth day of each month as provided herein with the first such
      installment on December 15, 2006 until the principal and interest have been
      paid
      in full. Maker shall pay to Holder all outstanding principal and accrued
      interest on the Maturity Date (defined below).





**3.**  **Maturity
      Date** **.** All
      outstanding principal and unpaid interest under this Note and all other amounts
      due and payable under this Note shall become automatically due and payable,
      without demand or notice, on November 15, 2021.





**4.**  **Security
      For Payment** **.** This
      Note is not secured.





**5.**  **Prepayment** **.** This
      Note may be prepaid in whole or in part at any time, and from time to time,
      without penalty, but any prepayment shall not postpone any required payment
      hereunder.





**6.**  **General
      Payment Terms** **.** Receipt
      of a check shall not constitute payment hereunder until such check is fully
      and
      finally honored by the bank upon which it is drawn, and any wire transfer of
      funds shall not constitute payment until actually credited to such bank account
      of the Holder as the Holder may from time to time designate.





**7.**  **Computations
      and Payments** **.** All
      payments of interest under this Note shall be computed on the basis of a 360-day
      year factor applied to the actual number of days elapsed. If the date for a
      payment under this Note shall be a day that is not a business day, then for
      all
      purposes of this Note, the payment then due shall be made on the next business
      day, and such extension of time shall in each case be included in any
      computation of payments of interest. All payments shall be applied first to
      payment in full of any costs incurred in the collection of any sum due under
      this Note, including (without limitation) reasonable attorneys’ fees, then to
      the payment in full of any late charges, then to the payment in full of accrued,
      unpaid interest and finally to the reduction of the unpaid principal balance
      of
      this Note.





**8.**  **Default** **.** The
      occurrence of any one or more of the following shall constitute a default (an
      “Event of Default”) under this Note:





(a)  the
      failure to make a payment under this Note when due or any other default in
      or
      breach of Maker’s performance under this Note or any other indebtedness of
      Maker; or









(b)  the
      filing or commencement by or against Maker of any proceeding regarding
      bankruptcy or insolvency.





**9.**  **Late
      Charge** **.** Maker
      shall pay to Holder a late charge equal to 5% of any amount due hereunder that
      is not received by Holder within three (3) days of when such amount is due.
      Maker agrees that it would be extremely difficult or impractical to determine
      Holder’s actual damages in the event of such late payment, that the amount
      specified above is a reasonable estimate of such damages and that such amount
      shall constitute liquidated damages for such late payment. The foregoing
      provision shall not be construed to extend the due date for any amount required
      to be paid hereunder. Holder shall have no obligation to accept any late payment
      not accompanied by such late charge.





**10.**  **Remedies** **.** Upon
      the
      occurrence of an Event of Default and so long as the Event of Default shall
      continue unwaived by Holder:





(a)  In
      the
      case of an Event of Default described in Section 8(a) hereof,
      Holder may, by written notice to Maker, declare all amounts evidenced by this
      Note immediately due and payable.





(b)  In
      the
      case of an Event of Default described in Section 8(b) hereof,
      all amounts evidenced by this Note shall become due and payable automatically
      and immediately.





(c)  Holder
      may exercise any of its rights and remedies set forth herein.





(d)  The
      remedies of Holder shall be cumulative and concurrent, and may be pursued
      singly, successively, or together, at Holder’s sole discretion, and may be
      exercised as often as the occasion therefor shall occur; and the failure to
      exercise any such right or remedy shall in no event be construed as a waiver
      or
      release thereof.





**11.**  **Extensions** **.** Maker
      consents to any and all renewals and extensions in the time of payment hereof
      without in any way affecting the liability of Maker. No extension of time for
      the payment of this Note or any installment due hereunder made by agreement
      with
      any person now or hereafter liable for the payment of this Note shall operate
      to
      release, discharge, modify, change or affect the liability of Maker, either
      in
      whole or in part, unless Holder agrees otherwise in writing.





**12.**  **Limit
      of Validity** **.** It is
      the intention of the parties hereto to comply with all applicable usury laws;
      accordingly, it is agreed that notwithstanding any provision to the contrary
      herein, no such provision shall require the payment of or permit the collection
      of interest in excess of the maximum permitted by law to be collected from
      the
      Maker. If any excess of interest in such respect is provided for, or shall
      be
      adjudicated to be so provided for, herein then in such event (a) the
      provisions of this paragraph shall govern and control, (b) neither the
      Maker nor their successors or assigns or any other party liable for the payment
      hereof, shall be obligated to pay the amount of such interest to the extent
      that
      it is in excess of the maximum amount permitted by law, and the same shall
      be
      construed as a mutual mistake of the parties, and (c) any such excess which
      may have been collected shall be, at the option of the Holder, either applied
      as
      a credit against the then unpaid Principal amount hereof or refunded to
      Maker.





**13.**  **Collection
      Costs and Expenses** **.** Maker
      shall pay all costs, fees and expenses (including court costs and reasonable
      attorneys’ fees) incurred by Holder in collecting or attempting to collect any
      amount that becomes due hereunder or in seeking legal advice with respect to
      such collection or a default hereunder.





**14.**  **Notices** **.** All
      notices, requests, demands, and other communications with respect hereto shall
      be in writing and shall be delivered by hand, sent prepaid by air courier or
      sent by the United States mail, certified, postage prepaid, return receipt
      requested, at the addresses designated herein or such other address as the
      parties may designate to each other in writing.









**15.**  **Amendments
      Only in Writing** **.** This
      Note or any provision hereof may be waived, changed, modified or discharged
      only
      by agreement in writing signed by Maker and Holder.





**16.**  **Obligations
      Joint and Several** **.** The term
“Maker” shall include each person and entity now or hereafter liable hereunder,
      whether as maker, principal, surety, guarantor, endorser or otherwise, each
      of
      whom shall be jointly, severally and primarily liable for all of the obligations
      set forth herein.





**17.**  **Time
      of Essence** **.** TIME IS
      OF THE ESSENCE with respect to the performance by the Maker of each of their
      obligations hereunder.





**18.**  **Choice
      of Law** **.**  This
      Note
      and all acts and transactions pursuant hereto and the rights and obligations
      of
      the parties hereto shall be governed, construed and interpreted in accordance
      with the laws of the State of Nevada where jurisdiction shall lie.





**IN
      WITNESS WHEREOF** ,
      the
      Maker has caused this Note to
      be
      signed in its name by its duly authorized officer on the date first written
      above .








**MAKER****:**Public
                Company Management CorporationBy:
            /s/
                Kipley J.
                LytelKipley
                J. Lytel, Secretary