Exhibit 10.3

                             SECURED PROMISSORY NOTE


$4,900,000.00                                                  Las Vegas, Nevada
                                                                   July 31, 2001

1.   FUNDAMENTAL PROVISIONS.

     The following terms will be used as defined
terms in this Note:

     Payee and Holder:          Las Vegas Golf Center, L.L.C., a Nevada limited
                                liability company

     Maker:                     VCA Nevada Incorporated, an Arizona corporation

     Principal Amount:          Four Million Nine Hundred Thousand Dollars
                                ($4,900,000.00)

     Interest Accrual Date:     February 1, 2002

     Interest Rate:             As stated in Paragraph 3 of this Note

     Default Interest Rate:     Fifteen percent (15%) per annum

     Maturity Date:             August 1, 2011

     Business Day:              Any day of the year other than Saturdays,
                                Sundays, or legal holidays.

     Loan Documents:            The Secured  Promissory Note and a Deed of Trust
                                and  Assignment of Rents  executed in connection
                                with this Note. The Loan  Documents  reflect the
                                payment  remaining  due on the purchase by Maker
                                from Holder of the tenant's  leasehold  interest
                                in a  44-acre  parcel  of  land  (Property)  now
                                developed  with the Las Vegas Golf Center,  with
                                Clark  County,  Nevada as the landlord  (Lease).
                                The Lease has been  amended in full by the First
                                Amendment in Total dated November, 2000 (Amended
                                Lease).

                                       1
<PAGE>
    Loan:                       The loan  from  Payee to Maker in the  Principal
                                Amount and evidenced by this Note.

2.   PROMISE TO PAY.

     For value  received,  Maker promises to pay to the order of Holder,  at the
office of Holder at 13924 Weddington Street,  Sherman Oaks, CA 91401, or at such
other place as the Holder hereof may from time to time designate in writing, the
Principal Amount, together with accrued interest on the unpaid principal balance
at the Interest Rate.

3.   INTEREST; PAYMENTS.

     (a)  Absent an Event of Default  hereunder,  the principal  balance  hereof
          shall bear interest at the Interest Rate stated.  Throughout  the term
          of this Note,  interest  shall be  calculated on a 365-day year on the
          unpaid  balance of the  Principal  amount and, in all cases,  shall be
          computed  for  the  actual  number  of days in the  period  for  which
          interest  is charged,  which  period  shall  consist of 365 days on an
          annual basis.

     (b)  All payments due hereunder shall be made (i) without  deduction of any
          present and future taxes, levies, deductions,  charges or withholdings
          which amounts  shall be paid by Maker,  and (ii) without any other set
          off. Maker will pay the amounts  necessary such that the amount of the
          principal and interest  received by the Holder hereof is not less than
          that required by this Note.

     (c)  No interest  shall accrue or be paid on this Note through  January 31,
          2002.  Commencing on February 1, 2002 and  continuing on the first day
          of each calendar month thereafter until the Maturity Date, Maker shall
          make monthly installments in the amounts as set forth in 3(f) below.

     (d)  One (1) final "balloon" payment of all unpaid principal, interest, and
          any  other  amounts  due  hereunder  shall be due and  payable  on the
          Maturity Date.

     (e)  If any  payment  to be made by maker  hereunder  becomes  due on a day
          which is not a Business  Day,  such payment  shall be made on the next
          succeeding Business Day.

     (f)  Payments shall be paid on the Note in the following amounts.

          1.   From February 1, 2002 through  August 1, 2003,  an  interest-only
               monthly payment,  calculated at six percent (6%) annual interest,
               of $24,500.00 per month.

                                       2
<PAGE>
          2.   From September 1, 2003 through  August 1, 2004, an  interest-only
               monthly   payment,   calculated  at  seven  percent  (7%)  annual
               interest, of $28,583.33 per month.

          3.   From September 1, 2004 through  August 1, 2006, an  interest-only
               monthly   payment,   calculated  at  eight  percent  (8%)  annual
               interest, of $32,666.67 per month.

          4.   From  September  1, 2006  through  July 1, 2011 a  principal  and
               interest  payment,  calculated  at twelve  percent  (12%)  annual
               interest  and  based  on a  constant  payment  twenty  (20)  year
               amortization, of $53,953.22 per month.

          5.   All of the remaining balance due on the Note on August 1, 2011.

4.   PREPAYMENT.

     Maker shall have the right to prepay the Principal  Amount,  or any portion
thereof,  without  premium or penalty,  provided  that Maker  shall  provide the
Holder  with at least five (5) days prior  written  notice of Maker's  intent to
make any prepayment.

5.   LAWFUL MONEY.

     Principal  and interest are payable in lawful money of the United States of
America.

6.   APPLICATION OF PAYMENTS/LATE CHARGE.

     (a)  Absent the  occurrence  of an Event of Default  hereunder any payments
          received  by the  Holder  shall be applied  first to sums,  other than
          principal  and  interest,  due the Holder,  next to the payment of all
          interest accrued to the date of such payment, and the balance, if any,
          to the payment of principal. Any payments received by the Holder after
          the  occurrence of an Event of Default shall be applied to the amounts
          specified in this  Paragraph 6 (a) in such order as the Holder may, in
          its sole discretion, elect.

                                       3
<PAGE>
     (b)  If any payment of interest  and/or  principal  is not  received by the
          Holder when such  payment is due,  then in  addition  to the  remedies
          conferred  upon the Holder  pursuant to Paragraph 9, (i) a late charge
          of two percent  (2%) of the amount of the  installment  due and unpaid
          will be added to the  delinquent  amount to compensate  the Holder for
          the expense of handling the  delinquency but only for any payment past
          due in excess of fifteen days (15) days,  regardless of any notice and
          cure periods,  and (ii) the amount due and unpaid (including,  without
          limitation,  the late  charge)  shall  bear  interest  at the  Default
          Interest Rate,  computed from the date on which the amount was due and
          payable until paid unless Section 9 is applicable.

7.   SECURITY.

     This Note is secured by a Deed of Trust and  Assignment  of Rents  (Deed of
Trust) between Holder and Maker of this date.

8.   EVENT OF DEFAULT.

     The  occurrence of any of the  following  shall be deemed to be an event of
default (Event of Default) hereunder:

     (a)  default in the payment of principal  or interest  when due and failure
          to cure such default within the applicable grace period; or

     (b)  the occurrence of a default under the Deed of Trust.

9.   REMEDIES.

     Upon the  occurrence  of an  Event of  Default  then at the  option  of the
Holder,  the entire  balance of  principal  together  with all accrued  interest
thereon,  and all other amounts  payable by Maker under the Note shall,  without
demand or notice,  immediately become due and payable. Upon the occurrence of an
Event of Default,  (and so long as such Event of Default  shall  continue),  the
entire balance of principal hereof,  together with all accrued interest thereon,
all other  amounts  due  under the Loan  Documents,  and any  judgment  for such
principal,  interest,  and other  amounts  shall bear  interest  at the  Default
Interest  Rate  from the  date of the  last  interest  payment,  subject  to the
limitations  contained in paragraph 14 hereof.  No delay or omission on the part
of the Holder  hereof in  exercising  any right under this Note or Deed of Trust
shall operate as a waiver of such right.

                                       4
<PAGE>
10.  WAIVER.

     Maker hereby waives diligence, demand for payment, presentment for payment,
protest,  notice of  nonpayment,  and all other  notices  or demands of any kind
(except  notices  specifically  provided for in the Deed of Trust) and expressly
agrees that,  without in any way affecting  the  liability of Maker,  the Holder
hereof may extend any maturity  date or the time for payment of any  installment
due hereunder or otherwise modify the Note or Deed of Trust.

11.  CHANGE, DISCHARGE, TERMINATION, OR WAIVER.

     No provision of this Note may be changed, discharged, terminated, or waived
except in writing  signed by the party against whom  enforcement  of the change,
discharge, termination or waiver is sought. No failure on the part of the Holder
hereof to exercise and no delay by the Holder hereof in exercising  any right or
remedy under this Note or under the law shall operate as a waiver thereof.

12.  ATTORNEYS' FEES.

     If this Note is not paid when due or if any Event of Default occurs,  Maker
promises  to pay all costs of  enforcement  and  collection,  including  but not
limited to, reasonable attorneys' fees.

13.  SEVERABILITY.

     If any provision of this Note is unenforceable,  the  enforceability of the
other  provisions  shall not be affected and they shall remain in full force and
effect.

14.  INTEREST RATE LIMITATION.

     Maker hereby agrees to pay an effective rate of interest that is the sum of
the interest rate  provided for herein,  together  with any  additional  rate of
interest  resulting  from any other  charges  of  interest  or in the  nature of
interest paid or to be paid in connection with the Note.  Holder and Maker agree
that  none of the terms and  provisions  contained  herein or in any of the Loan
Documents  shall be construed to create a contract for the use,  forbearance  or
detention  of money  requiring  payment of  interest  at a rate in excess of the
maximum  interest  rate  permitted  to be  charged  by the laws of the  State of
Nevada. In such event, if any Holder of this Note shall collect monies which are
deemed to  constitute  interest  which would  otherwise  increase the  effective
interest rate on this Note to a rate in excess of the maximum rate  permitted to
be  charged  by the  laws of the  State  of  Nevada,  all such  sums  deemed  to
constitute  interest in excess of such maximum rate shall,  at the option of the
Holder,  be  credited  to the payment of other  amounts  payable  under the Loan
Documents or returned to Maker.

                                       5
<PAGE>
15.  NUMBER AND GENDER.

     In this Note the singular shall include the plural and the masculine  shall
include the feminine and neuter gender, and vice versa.

16.  HEADINGS.

     Headings  at the  beginning  of each  numbered  section  of this  Note  are
intended solely for convenience and are not part of this Note.

17.  CHOICE OF LAW.

     This Note shall be governed by and construed in accordance with the laws of
the State of  Nevada  without  giving  effect to  conflict  of laws  principles.
Exclusive  jurisdiction on all litigation will be in the Superior Court of Clark
County, Nevada.

18.  INTEGRATION.

     The Note and Deed of Trust contain the complete understanding and agreement
of the Holder and Maker and  supersede  all prior  representations,  warranties,
agreements, arrangements, understandings, and negotiations.

19.  BINDING EFFECT.

     The Loan  Documents  will be binding upon, and inure to the benefit of, the
Holder, Maker, and their respective successors and assigns.

20.  TIME IS OF THE ESSENCE.

     Time is of the essence with regard to each  provision of the Loan Documents
as to which time is a factor.


                                        MAKER

                                        VCA NEVADA INCORPORATED, a
                                        Nevada corporation


                                        By:
                                           -------------------------------------
                                           Joseph P. Martori
                                        Its: Chairman

                                       6