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Exhibit 10.3


THIS NOTE HAS NOT BEEN REGISTERED  WITH THE SECURITIES AND EXCHANGE  COMMISSION,
ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY  AUTHORITY.  THE NOTE IS
BEING  OFFERED  PURSUANT TO EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS  OF
FEDERAL AND STATE  SECURITIES LAW AND CANNOT BE RESOLD UNLESS IT IS SUBSEQUENTLY
REGISTERED UNDER SUCH LAWS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER GOVERNMENTAL AGENCY
HAS  PASSED  ON,  RECOMMENDED,   OR  ENDORSED  THE  MERITS  OF  THIS  NOTE.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


                             SECURED PROMISSORY NOTE

$435,000                                 Dated June 27, 2002,
                                         as amended through April 11, 2003

     FOR VALUE  RECEIVED  AND  INTENDING  TO BE  LEGALLY  BOUND  HEREBY,  Snipes
Production,  LLC, a Pennsylvania limited liability company (hereinafter referred
to,  and  obligated  as,  "Borrower"),  promises  to  pay to  the  order  of SPH
Investments,  Inc., Capital Growth Trust, HMA Investment Profit Sharing Plan and
Continental Southern Resources, Inc. (collectively, the "Lender"), the principal
amount of Four Hundred Thirty-Five  Thousand Dollars  ($435,000),  together with
interest on the  outstanding  principal  balance  calculated as set forth below,
until the date on which the principal amount is paid in full,  payable in lawful
money of the  United  States of  America  in  accordance  with the terms of this
Secured  Promissory  Note (the "Note").  The amounts payable by Borrower to each
individual Lender is set forth on Exhibit "A" attached hereto.

     1. MATURITY DATE. The entire outstanding principal balance hereof, together
with interest as provided  herein,  shall be due and payable on October 31, 2003
(the "Maturity Date"). Borrower shall make principal payments to Lender prior to
the  Maturity  Date in  amounts  equal to,  and on the dates  which are five (5)
calendar  days after  Borrower  receives,  revenues,  cash  payments or any cash
advances from any source, net of any expenses directly associated with such cash
payments or cash advances (but not such  revenues).  Lender may waive in writing
any such principal  payment whether in lieu of a scheduled advance or otherwise.
Principal amounts repaid prior to the Maturity Date may not be reborrowed.

     2. INTEREST. On the Maturity Date, Borrower shall pay to Lender interest on
the principal balance hereof in an amount equal to thirty-five  percent (35%) of
the aggregate amount of funds advanced to Borrower pursuant to the terms of this
Note.  Principal  payments  made prior to the Maturity Date shall not reduce the
aggregate amount advanced for purposes of calculating interest.

     3. SECURITY. As more fully documented in that certain Copyright Royalty and
Security Agreement dated as of the date of this Note by and between Borrower and
Lender (the "Security  Agreement"),  Borrower's  performance of its  obligations
under  this Note  shall be secured by a second  lien  security  interest  in the
feature length motion picture entitled  "Snipes"


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(the  "Movie")  and all  ownership  rights which  Borrower  has or  subsequently
acquires  in the Movie  including,  but not  limited  to,  (i) all  intellectual
property rights,  (ii) all distribution  rights on or through any medium,  (iii)
all  licensing  fees and royalties  received in  connection  with any display or
distribution  of the movie on or  through  any  medium,  (iv) all  merchandising
rights, (v) all publication rights, and (vi) all syndication rights.

     4.  LENDER'S  RIGHTS  UPON  DEFAULT.  Each of the  following  events  shall
constitute an "Event of Default" and, upon the occurrence thereof,  Lender shall
have the option,  immediately upon written notice to Borrower, (a) to accelerate
the maturity of this Note and all amounts payable hereunder and demand immediate
payment  thereof and (b) to exercise all of Lender's  rights and remedies  under
this Note and the Security Agreement or otherwise available at law or in equity:

     (i) Borrower shall fail to pay the entire outstanding  principal amount and
interest  of the Note on the  Maturity  Date or shall  fail to make any  interim
payment of principal in the proper amount and when due;

     (ii) Borrower shall admit an inability to pay its debts as they mature,  or
shall  make a  general  assignment  for  the  benefit  of  any  of its or  their
creditors;

     (iii) Proceedings in bankruptcy,  or for reorganization of Borrower for the
readjustment of any of its debts,  under the United States  Bankruptcy  Code, as
amended, or any part thereof, or under any other laws, whether state or federal,
for the relief of debtors,  now or  hereafter  existing,  shall be  commenced by
Borrower  or shall be  commenced  against  Borrower  and shall not be  dismissed
within sixty (60) days of their commencement;

     (iv) A receiver  or trustee  shall be  appointed  for  Borrower  or for any
substantial part of its assets,  or any proceedings  shall be instituted for the
dissolution  or the  full  or  partial  liquidation  of  Borrower,  and if  such
appointment or proceedings are  involuntary,  such receiver or trustee shall not
be discharged  within sixty (60) days of appointment,  or such proceedings shall
not be  discharged  within  sixty (60) days of their  commencement,  or Borrower
shall  discontinue  its  business(es)  or  materially  change  the nature of its
business(es); or

     (v) Borrower  shall  suffer any final  judgment for the payment of money in
excess of Fifty Thousand Dollars  ($50,000) and the same shall not be discharged
or stayed within a period of thirty (30) days from the date of entry thereof.

     5.  APPLICATION  OF FUNDS.  All sums  realized by Lender on account of this
Note, from whatever source  received,  shall be applied first to any fees, costs
and expenses (including  attorney's fees) incurred by Lender,  second to accrued
and unpaid interest, and then to principal.

     6.  ATTORNEY'S FEES AND COSTS. In the event that Lender engages an attorney
to represent it in  connection  with (a) any Event of Default by Borrower  under
this Note, (b) the enforcement of any of Lender's rights and remedies  hereunder
following  an  Event  of  Default,   (c)  any  bankruptcy  or  other  insolvency
proceedings  commenced by or against  Borrower and/or (d) any actual  litigation
arising out of or related to any of the foregoing, then Borrower shall be


<PAGE>

                                      -2-

liable to and shall  reimburse  Lender on demand for all  reasonable  attorneys'
fees,  costs and  expenses  incurred  by Lender  in  connection  with any of the
foregoing.

     7.  GOVERNING LAW. This Note is made and delivered in the  Commonwealth  of
Pennsylvania and shall be construed and enforced in accordance with and governed
by the internal  laws of the  Commonwealth  of  Pennsylvania  without  regard to
conflicts of laws principles.  Borrower agrees to the exclusive  jurisdiction of
the federal and state courts located in the Eastern District of the Commonwealth
of Pennsylvania in connection with any matter arising  hereunder,  including the
collection and enforcement of this Note.

     8. MISCELLANEOUS.

     (a)  Borrower  hereby  waives  protest,  notice  of  protest,  presentment,
dishonor,  notice of  dishonor  and  demand.  To the  extent  permitted  by law,
Borrower hereby waives and releases all errors, defects and imperfections in any
proceedings instituted by Lender under the terms of this Note.

     (b) The rights and  privileges of Lender under this Note shall inure to the
benefit of its  successors  and assigns.  All  representations,  warranties  and
agreements of Borrower made in connection  with this Note shall bind  Borrower's
successors and assigns.

     (c) If any  provision  of this  Note  shall  for any  reason  be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provision hereof,  but this Note shall be construed as if such invalid
or unenforceable provision had never been contained herein.

     (d) The waiver of any Event of Default or the failure of Lender to exercise
any  right or  remedy  to which it may be  entitled  shall not be deemed to be a
waiver of any subsequent  Event of Default or of Lender's right to exercise that
or any other right or remedy to which Lender is entitled.

     (e) The rights and  remedies of Lender under this Note shall be in addition
to any other rights and remedies available to Lender at law or in equity, all of
which may be exercised singly or concurrently.

     IN WITNESS WHEREOF, Borrower has duly executed this Secured Promissory Note
the day and year first above written and has hereunto set hand and seal.


                           SNIPES PRODUCTION, LLC

                           By: METROPOLITAN RECORDING, INC., its managing
                           member


                           By: /s/ Chris Schwartz
                           ----------------------------------------------
                           Chris Schwartz
                           President

                                      -3-


<PAGE>


                       EXHIBIT "A"

  Amounts Payable by Borrower to Each Individual Lender



                                                               Amount Payable
Lender                                                          by Borrower
--------------------------------------------                  ---------------
SPH Investments, Inc.                                          $      62,500
Capital Growth Trust                                           $     235,000
HMA Investment Profit Sharing Plan                             $      15,000
Continental Southern Resources, Inc.                           $     122,500
             TOTAL:                                            -------------
                                                               $     435,000


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