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                                                                  Exhibit 10.18


                                      NOTE
                                      ----

U.S.$1,100,000                                         May  1,  2002
                                                       Bryn  Mawr,  Pennsylvania

     For value received, Ruffnation Films LLC., a Pennsylvania limited liability
company with an address of 101 Charles Drive, Bryn Mawr, Pennsylvania 19010
("Maker"), promises to pay to the order of Chris Schwartz, an individual
("Payee"), at 1627 Lafayette Road, Gladwyn, Pennsylvania 19035, or such other
place as Payee may designate in writing, the principal sum of One Million One
Hundred Thousand Dollars ($1,100,000) lawful money of the United States of
America, together with interest on the outstanding principal balance at a rate
of seven percent (7%) per annum.

     The principal balance and any accrued and unpaid interest thereon shall be
payable on demand.

     Upon satisfaction of Maker`s obligations under this Note by payment of all
sums owed hereunder, Payee shall mark this Note "Paid In Full" and promptly
return it to Maker.

     The unpaid balance of this Note may be prepaid in whole or in part at any
time without penalty.

     Maker hereby agrees to pay costs of suit and all other expenses, including
reasonable attorneys` fees, incurred by Payee in enforcing payment of and
recovering amounts owed hereunder.

     MAKER HEREBY EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF
RECORD WITHIN THE UNITED STATES OR ELSEWHERE, UPON DEFAULT HEREUNDER, TO APPEAR
FOR MAKER AND, WITH OR WITHOUT ONE OR MORE DECLARATIONS FILED, CONFESS A
JUDGMENT OR JUDGMENTS AGAINST MAKER IN FAVOR OF PAYEE AS OF ANY TERM FOR ALL
SUMS DUE OR TO BECOME DUE BY MAKER TO PAYEE UNDER THIS NOTE WITH COSTS OF SUIT
AND WITH THE GREATER OF FIVE PERCENT (5%) OF SUCH SUMS OR $5,000 ADDED AS A
REASONABLE ATTORNEY`S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID
FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.

     Maker hereby waives and releases all errors, defects and imperfections in
any proceedings instituted by Payee under the terms of this Note, as well as all
benefit that might accrue to Maker by virtue of any present or future laws
exempting any property, or any part of the proceeds arising from any sale of


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such property, from attachment, levy or sale under execution or providing for
any stay of execution, exemption from civil process or extension of time for
payment.

     Payee shall not by any act of omission or commission be deemed to have
waived any of its rights or remedies hereunder unless such waiver be in writing
and signed by Payee, and then only to the extent specifically set forth therein;
a waiver on one event shall not be construed as continuing or as a bar to or
waiver of such right or remedy on a subsequent event.

     Maker hereby waives presentment for payment, notice of demand, notice of
nonpayment or dishonor, protest, notice of protest, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
payment of this Note.

     Any notice to be given hereunder shall be given by certified mail and
addressed to Maker or Payee at their respective addresses provided on the first
page of this Note or at such other address as may have been designated by notice
given in the same manner as provided herein.

     The invalidity or unenforceability of any provision of this Note shall not
affect the validity or enforceability of any other provision.

     The words "Payee" and "Maker" shall include the heirs, executors,
administrators, successors and assigns of Payee and Maker. The obligations of
Maker hereunder, if more than one person or entity is included in the definition
of "Maker" on the first page hereof, shall be joint and several.

     This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania.

     IN WITNESS WHEREOF, Maker has duly executed this Note the day and year
first above written.

                                   RUFFNATION  FILMS  LLC

                                   By:  _______________________________


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