Exhibit 10.3
     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
      APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER
  JURISDICTION. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
  THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS
OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
                                  NOT REQUIRED.

                                   CBCOM, INC.

Convertible  Promissory  Note
Due  April  24,  2000

                              Date: April 24, 1998

$43,956.17  (plus  additional  Loaned  Funds)


     CBCOM,  INC.,  (the "Company'", a Delaware corporation, for value received,
hereby promises to pay to Max Sun ("Lender"), the amount of the Loaned Funds (as
defined  below)  unpaid  and outstanding from time to time, with interest on the
unpaid  balance  of  such  principal  amount as described below. The full unpaid
principal  amount  of  the Loaned Funds plus interest will be due and payable on
April 24, 2000 (the "Maturity Date"). Payment of interest and principal shall be
made  in lawful money of the United States of America at the principal office of
the  Lender  or  at  such other place as the Lender shall have designated to the
Company  in writing. In the event the Maturity Date is not a business day in Los
Angeles,  California, payment shall be made on the next succeeding business day.

     1.     Loaned  Funds.   Lender  has  extended credit to the Company, and is
            -------------
expected  to  continue  to  extend credit to the Company ("Loan"), which Loan is
evidenced  by  this Note. The principal amount of the Loan shall include (a) the
initial  loan  of $43,956.17, and (b) any other loans or advances Lender agrees,
in its sole discretion, to make to the Company that are not covered by any other
agreement  between the Company and Lender. Each month that Lender makes advances
or loans to the Company, the Company shall enter the amount of those advances or
loans  at  Exhibit  A  of  this  Note,  and  shall  have Lender acknowledge that
installment  on  that exhibit. The aggregate of unpaid loans and advances listed
on  Exhibit  A  from  time  to  time  shall  be  referred  to as "Loaned Funds."

     2.      Interest.  This  Note  shall  bear  interest  at  the rate of seven
            ---------
percent  (7%)  per  annum  on  the  unpaid  principal  balance  of  Loaned Funds
outstanding  from  time  to  time.  Interest will commence on any installment of
Loaned Funds from the date set forth in Exhibit A, and continue through the date
on  which  such unpaid principal balance is repaid in frill. Throughout the term
of  this  Note,  interest shall be calculated on the basis of a 365-day year and
shall be computed for the actual number of days in the period for which interest
is  charged.





     3.     Conversion.
            ----------

          3.1     Conversion  Rights.  The  unpaid principal amount of this Note
                  ------------------
may  be  converted into shares of the Company's Common Stock, at the election of
the Lender, at any time prior to the close of business on the business day prior
to  the  Maturity  Date,  at  the conversion price of $0.50 per share, as may be
adjusted  in  accordance  with  section  4  hereof (such conversion price, as so
adjusted  and in effect at any time, herein called the "Conversion Price"), into
the  number of fully paid and nonassessable shares of the Company's Common Stock
determined by dividing the principal amount to be so converted by the Conversion
Price  in  effect at the time of such conversion. If the Lender converts some or
all of this Note from time to time, he shall be entitled to receive the interest
accrued  to  the  conversion  date on that portion of this Note so converted, in
cash  or  in  stock  at  the  Company's  option.

          3.2     Notice  of Conversion; New Note. This Note may be converted in
                  -------------------------------
full  or  in  part by the Lender prior to the Maturity Date by surrender of this
Note  with  the  notice  of  conversion  annexed  hereto duly executed by Lender
(specifying  the  portion of the principal amount thereof to be converted in the
case  of  a  partial  conversion) to the Company. Upon any partial conversion of
this  Note,  the Company will make the appropriate entry evidencing such partial
conversion  at  Exhibit  A,  and  the  amount of principal and interest (if any)
represented by such conversion shall be reduced from the then-outstanding amount
of  Loaned  Funds.  Each  conversion  shall  be  deemed  to  have  been effected
immediately  prior  to  the close of business on the date on which this Note and
notice  of  conversion  shall  have  been  so  surrendered  to  the  Company.

          3.3     Delivery of Stock Certificates; Fractional Shares. As promptly
                  -------------------------------------------------
as  practicable after the conversion of this Note in full or in part, and in any
event  within  30  days  thereafter,  the  Company at its expense will issue and
deliver  to  the  Lender  a  certificate  or certificates for the number of full
shares  of  Common  Stock  issuable  upon  such conversion, plus, in lieu of any
fractional  share to which the Lender would otherwise be entitled, cash equal to
such  fraction  of  the  Conversion  Price.

     4.     Adjustment  of  Conversion  Price.
            ---------------------------------

          4.1     Adjustments  for  Stock  Splits. etc. In the event the Company
                  ------------------------------------
shall  at any time undergo a stock split, stock dividend or other combination or
subdivision  that does not involve payment of consideration for such shares, the
Conversion  Price  in  effect  immediately  prior  to  such  change  shall  be
proportionately  decreased.  In  the event the Company shall at any time combine
its  outstanding  Common Stock, the Conversion Price in effect immediately prior
to  such  combination  shall  be proportionately increased. Any adjustment shall
become  effective  at the close of business on the date that such subdivision or
combination  shall  become  effective.





          4.2     Certificate  as to Adjustments. In the case of each adjustment
                  ------------------------------
or  readjustment of the Conversion Price pursuant to this Section 4, the Company
will  promptly  compute  such  adjustment or readjustment in accordance with the
terms  hereof  and  cause  a  certificate  setting  forth  such  adjustment  or
readjustment  and  showing  in  detail  the  facts upon which such adjustment or
readjustment  is  based  to  be  delivered  to  the  Lender.

          4.3     Notices.  In  the  event of: (a) any capital reorganization of
                  -------
the  Company,  any  reclassification or recapitalization of the capital stock of
the  Company  or  any  transfer of all or substantially all of the assets of the
Company  to  any  other  person  or  any  consolidation  or merger involving the
Company,  or  (b)  any  voluntary  or  involuntary  dissolution,  liquidation or
winding-up  of the Company, the Company will mail to the Lender at least 10 days
prior to the earliest date specified therein, a notice specifying the date and a
brief  description  of  the  event  in  question.

          4.4     Reservation  of Stock Issuable on Conversion. The Company will
                  --------------------------------------------
at  all  times prior to the Maturity Date reserve and keep available, solely for
issuance  and  delivery  upon  the conversion of this Note, all shares of Common
Stock from time to time issuable upon the conversion of this Note. All shares of
Common Stock issuable upon conversion of this Note shall be duly authorized and,
when  issued,  validly  issued,  fully  paid  and  nonassessable.

     5.     Consolidation.  Merger, Sale of Assets, Reorganization, etc. In case
            -----------------------------------------------------------
the Company consolidates with or merges into any other corporation and shall not
be  the continuing or surviving corporation of such consolidation or merger, the
Company, at its option, may redeem the Note or make proper provision so that the
Lender  will upon conversion of this Note receive shares of equity securities of
the  surviving  entity as nearly equivalent as possible in kind and value to the
Common  Stock  into  which  this Note would otherwise be convertible immediately
prior  to  the date of such consolidation or merger, provided that in the second
case the surviving entity shall agree to remain liable under the Note until such
conversion  is  finished.

     6.     Default.

          6.1     Events  of  Default.  Each of the following events shall be an
                  -------------------
Event  of  Default  hereunder:  (a)  default  in the payment of any principal or
interest  on  the Note when due, continued for 30 days; or (b) if the Company or
any  subsidiary  shall make an assignment for the benefit of creditors, or shall
file  a  voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or
insolvent,  or  shall  file  any  petition  or  answer  seeking  for  itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or  similar  relief  under  any  present or future statue, law or regulation, or
shall  seek  or  consent  to  or  acquiesce  in  the appointment of any trustee,
receiver  or  liquidator of the Company or of all or any substantial part of the
properties  of  the  Company,  or  commence voluntary or involuntary dissolution
proceedings.  If an event of default under the Note occurs and is continuing for
a  period  of  more  than  ten days, the Lender of the Note may declare the Note
immediately  due  and  payable.





          6.2     Remedies  on Default, etc. In case of a default in the payment
                  -------------------------
of any principal of or interest on this Note, the Company will pay to the Lender
thereof the amount owing together with (a) simple interest at the rate per annum
equal  to  the  lower  of  (x)  15%  and  (y)  the  maximum rate permitted under
applicable  law on the amounts past due, and (b) such additional amount as shall
be  sufficient  to cover the cost and expenses of collection, including, without
limitation,  reasonable  attorneys'  fees, expenses and disbursements. No right,
power  or  remedy  conferred  by this Note upon Lender shall be exclusive of any
other  right,  power or remedy referred to herein or therein or now or hereafter
available  at  law,  in  equity,  by  statute  or  otherwise.

     7.     Application  of Payment. Payments received by Lender pursuant to the
            -----------------------
terms  hereof shall be applied in the following manner: First, to the payment of
all  out  of  pocket expenses, charges, costs and fees incurred by or payable to
Lender  and  for  which  the  Company is obligated pursuant to the terms hereof;
second,  to the payment of all interest accrued to the date of such payment; and
third,  to  the  payment  of principal. Notwithstanding anything to the contrary
contained  herein,  after the occurrence and during the continuation of an Event
of  Default,  all  amounts received by Lender from any party shall be applied in
such  order  as  Lender,  in  its  sole  discretion,  may  elect.

     8.     Amendment  of  Note.  The  provisions of this Note may be amended or
            -------------------
modified  only  with  written  consent  of  the  Company  and  the  Lender.

     9.     Waiver.  The  Company  hereby waives diligence, presentment, protest
            ------
and  demand,  notice  of  protest,  dishonor  and  nonpayment  of  this Note and
expressly agrees that, without in any way affecting the liability of the Company
hereunder,  Lender  may  extend any maturity date or the time for payment of any
installment  due hereunder, accept additional security, release any party liable
hereunder  and  release  any  security  now or hereafter securing this Note. The
Company  further waives, to the fall extent permitted by law, the right to plead
any  and  all  statutes  of limitations as a defense to any demand on this Note.

     10.     Attorney's  Fees. If this Note is not paid when due or if any Event
             ----------------
of  Default  occurs,  the  Company  promises to pay all costs of enforcement and
collection,  including, but not limited to, Lender's attorney's fees, whether or
not  any  action  or  proceeding  is  brought  to enforce the provisions hereof.

     11.     Severability.  Every  provision  of  this  Note  is  intended to be
             ------------
severable.  In  the event any term or provision hereof is declared by a court of
competent  jurisdiction to be illegal or invalid for any reason whatsoever, such
illegality  or  invalidity  shall  not  affect  the  balance  of  the  terms and
provisions  hereof,  which  terms  and  provisions  shall  remain  binding  and
enforceable.

     12.     Choice  of  Law.  This  Note  shall be governed by and construed in
             ---------------
accordance  with  the  laws  of  the  State  of California. Any and all disputes
arising  under  this  Note  shall be adjudicated in the appropriate court in the





county  of  Los  Angeles,  California, and all parties submit to jurisdiction of
such  court  for  resolution  of  such  disputes.

     13.     Interest  Rate  Limitation.  It  is  the  intent of the Company and
             --------------------------
Lender  in  the  execution  of this Note and all other instruments securing this
Note that the loan evidenced hereby be exempt from the restrictions of the usury
laws of the State of California. In the event that, for any reason, it should be
determined  that the California usury law is applicable to the loan, the Company
and  Lender  stipulate and agree that none of the terms and provisions contained
herein  shall ever 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
California.  In  such event, if the Lender 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  California,  all such sums deemed to
constitute  interest  in  excess  of  such  maximum rate shall, at the option of
Lender,  be credited to the payment of the sums due hereunder or returned to the
Company.

     14.     Entire  Agreement. This Note constitutes the entire agreement among
             -----------------
the  parties with regard to the subjects hereof, and supersedes and replaces any
prior  or  contemporaneous  negotiations,  discussions, contracts or agreements,
written  or  oral.  The  terms  and  conditions  of this Note shall inure to the
benefit  of,  and  be binding upon, the respective successors and assigns of the
parties.  Nothing  in  this  Note  is  intended to confer on any third party any
rights,  liabilities  or  obligations,  except  as  specifically  provided.

     IN WITNESS WHEREOF, the Company has executed this Note as of the date first
above  written.



                                 CBCOM,  INC.



                                  By  ---------------------
                                  Charles  Lesser,
                                  Chief  Financial  Officer and  Secretary


                                  Address:     15260 Ventura  Blvd,  12th  Floor
                                               Sherman  Oaks,  California  91403







                              NOTICE OF CONVERSION
                              --------------------

                   [To Be Signed Only Upon Conversion of Note]

TO  CBCOM,  IN.:

     The  undersigned,  the Lender of the foregoing Note, hereby surrenders such
the  Note  for conversion into shares of Common Stock CBCOM, inc., to the extent
of  $__________unpaid  principal  amount  of  such  Note,  and requests that the
certificates  for  such  shares  be  issued  in  the  name  of, and delivered to
____________,  whose  address  is  ________________________.

Dated:  __________________.





_______________________________________
(Signature  must  conform  in  all  respects  to  name  of
Lender  as  specified  on  the  face  of  the  note.)


________________________________
(Address)






                                    EXHIBIT A
                            SCHEDULE OF LOANED FUNDS

Date  of  Loan     Amount          Notes
--------------     ------          -----