Exhibit 10.5

                                 PROMISSORY NOTE

                           $2,500.00 Phoenix, Arizona
                                December 30, 2003

1. FUNDAMENTAL PROVISIONS.

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

Payee and Holder:                 E. James Wexler

Maker:                            Fenton Graham Marketing, Inc.

Principal Amount:                 Two Thousand, Five Hundred Dollars ($2,500.00)

Interest Accrual Date:            December 30, 2003

Interest Rate:                    Nine percent (9%) per annum.

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

Maturity Date:                    December 29, 2005

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

Loan Documents:                   The Note and any other documents executed in
                                  connection with the Loan.

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 Payee at 11711 E. Wethersfield Dr., Scottsdale, AZ 85259 or at such other
place as the Holder hereof may from time to time designate in writing, the
Principal Amount of Two Thousand, Five Hundred Dollars ($2,500.00).


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3. INTEREST; PAYMENTS.

(a) Absent an Event of Default hereunder or under any of the Loan Documents, the
interest on this Note shall be 9%. Any future advances or unpaid balances beyond
the maturity date shall bear interest at the Default Interest Rate stated.
Throughout the term of this Note, interest shall be calculated on a 360-day year
with respect to the unpaid balance of the Principal Amount beyond the maturity
date 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 360 days on
an annual basis.

(b) All payments due hereunder shall be made (i) without deduction of any
present and future taxes, levies, imposts, 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 gross amount of the principal and
interest received by the Holder hereof is not less than that required by this
Note.

(c) The Note shall be repaid in full on December 29, 2005 (the "Balloon
Payment"). Interest shall be paid in full at the time of the balloon payment.
The Balloon Payment shall consist of repayment of the Principal in full
($2,500.00) plus the interest payment of $450.00 for a total final payment of
$2,950.00.

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

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 or under any of the
other Loan Documents, any payments received by the Holder hereof pursuant to the
terms hereof shall be applied first to sums, other than principal and interest,
due the Holder hereof pursuant to the Loan Documents, 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 hereof after the
occurrence of an Event of Default hereunder or under any of the Loan Documents,
shall be applied to the amounts specified in this Paragraph 6 (a) in such order
as the Holder hereof may, in its sole discretion, elect.


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(b) If any payment of interest and/or principal is not received by the Holder
hereof when such payment is due, then (i) a late charge of five percent (5%) of
the amount of the installment due and unpaid will be added to the delinquent
amount to compensate the Holder hereof for the expense of handling the
delinquency for any payment past due in excess of ten (10) 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.

7. SECURITY.

Not Applicable.

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; or

(b) the occurrence of an Event of Default under any of the Loan Documents,
including but not limited to this Note.

9. REMEDIES.

Upon the occurrence of an Event of Default, then at the option of the Holder
hereof:

(a) the entire balance of principal together with all accrued interest thereon,
and all other amounts payable by Maker under the Loan Documents 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 under any of the
other Loan Documents hereof shall operate as a waiver of such right.

10. WAIVER.

Maker, endorsers, guarantors, and sureties of this Note hereby waive diligence,
demand for payment, presentment for payment, protest, notice of nonpayment,
notice of protest, notice of non payment, notice of intent to accelerate, notice
of acceleration, notice of dishonor, any notice of nonpayment, and all other
notices or demands of any kind (except notices specifically provided for in the
Loan Documents) and expressly agree that, without in any way affecting the
liability of Maker, endorsers, guarantors, or sureties, the Holder hereof may
extend any maturity


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date or the time for payment of any installment due hereunder, otherwise modify
the Loan Documents, accept additional security, release any person liable, and
release any security or guaranty. Maker, endorsers, guarantors, and sureties
waive, to the full extent permitted by law, the right to plead any and all
statutes of limitations as a defense.

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 and preparation
therefor, including but not limited to, reasonable attorneys' fees, whether or
not any action or proceeding is brought to enforce the provisions hereof
(including, without limitation, all such costs incurred in connection with any
bankruptcy, receivership, or other court proceedings (whether at the trial or
appellate level).

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 Loan, including, without limitation, any
fees to be paid by maker pursuant to the provisions of the Loan Documents.
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 Arizona. 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 Arizona, 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.


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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 Arizona without giving effect to conflict of laws principles. Exclusive
jurisdiction on all litigation will be in the Superior Court of Maricopa County,
Arizona.

18. INTEGRATION.

The Loan Documents contain the complete understanding and agreement of the
Holder hereof 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
hereof, Maker, and their respective successors and assigns. Maker may not
delegate its obligations under the Loan Documents.

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.

21. SURVIVAL.

The representations, warranties, and covenants of the Maker in the Loan
Documents shall survive the execution and delivery of the Loan Documents and the
making of the Loan.

22. WAIVER OF JURY TRIAL.

MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED (OR WHICH MAY IN THE
FUTURE BE DELIVERED) IN CONNECTION


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HEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
THIS NOTE. MAKER AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE
THE COURT AND NOT BEFORE A JURY.

MAKER

Fenton Graham Marketing, Inc.

/s/ J.P. Schrage
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