Exhibit 10.19

                                 PROMISSORY NOTE


Amount Owed:          $3,000,000                        Dated: December 17, 2001
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Duration of Note:     On Demand


FOR VALUE RECEIVED, the undersigned, DirectPlacement, Inc. (hereinafter, the
"Borrower"), a corporation organized under the laws of Delaware, promises to pay
to Bear, Stearns Securities Corp. at, 383 Madison Avenue, New York, NY 10179 the
principal sum up to but not exceeding Three Million Dollars ($3,000,000) (the
"Line of Credit") together with interest at ("Our Broker's Call Loan Rate"
utilized by Bear, Stearns Securities Corp. (the "Lender") plus three (3 %)
percent per annum.

The principal of this Note and any unpaid interest shall be payable on demand.
Interest shall be charged and accrued monthly and be payable at maturity. This
Note shall be deemed satisfied in full upon receipt of the required payments
(subject to collection).

The Lender shall issue to the Borrower, on a monthly basis, a written statement
(the "Draw-Down Statement") specifying the amount of principal drawn down during
that month and the total outstanding amount then due and owing to the Lender.
Each Draw-Down Statement shall be endorsed by the Borrower and shall be deemed
to be an integral part of this Note, thereby giving the Lender all of the rights
and remedies specified in this Note with respect to the Borrower's obligations
under all such Draw-Down Statements.

The Lender may at any time refuse, in whole or in part, requests by the Borrower
to draw down principal against the Line of Credit.

The undersigned shall have the right to prepay this Note or any interest
thereon, in whole or in part, at any time, without notice or penalty.

Presentment, notice of dishonor, protest and all other notices or demands (other
than a demand for payment) in connection with the delivery, acceptance,
performance, default, or indorsement of this Note are hereby waived. This Note
may not be changed or terminated orally.

As security for the payment of Borrower's obligations under this Note, Borrower
agrees to maintain with the Lender an account that appears on the attached
Schedule A (which is attached hereto and made a part hereof) (the "Account").
The Borrower hereby undertakes to maintain no less than U.S. $1,500,000 in cash
in the Account until the Borrower has satisfied its obligations to the Borrower
under this Note and the Note is cancelled. In accordance with the Customer
Agreement dated December 14, 2001, Lender shall have a continuing security
interest in all Borrower's property in the Account.

If any action or proceeding be commenced to collect this Note, the undersigned
agrees to pay all costs and expenses of such action or proceeding, including a
reasonable attorney's fee. New York law shall govern the execution, performance
and construction of this Note. The undersigned and Bear, Stearns Securities
Corp. hereby submit to arbitration before the facilities of the New York Stock
Exchange, Inc. for purposes of any action on or related to this Note, the
liabilities, or the enforcement of either or all of the same.

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IN WITNESS WHEREOF, the undersigned has executed this Note as of the day and
year first above written.

DIRECTPLACEMENT, INC.

By: /s/ Brian M. Overstreet
    ----------------------------------
Name:   Brian M. Overstreet

Title : President and CEO

STATE OF California

SS:

COUNTY OF  San Diego

On the 14th day of December 2001, before me personally appeared Brian M.
Overstreet, on behalf of DirectPlacement, Inc. to me known and known to me to be
the person executed the foregoing instrument, and acknowledged to me that he/she
executed the same.

                                       /s/ Notary Public
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