Promissory Note


    Exhibit
      10.3

    

      
        	
                Date:
                  August 17, 2006

              	 	
                Amount:
                  Up To $20,000 (U.S.)

              


      

      


      
         

        AFTERMARKET
          ENTERPRISES, INC.

        


        PROMISSORY
          NOTE

        BEARING
          INTEREST AT 10% PER ANNUM

        
          
            

          



        THIS
          NOTE
          HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE
          SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED
          OR SOLD
          IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE
          SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO-ACTION" OR
          INTERPRETIVE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND
          ITS
          COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
          UNDER THE SECURITIES ACT AND SUCH STATE STATUTES.

        
          
 

        AFTERMARKET
          ENTERPRISES, INC., a corporation duly organized and existing under the
          laws of
          the state of Nevada (hereinafter referred to as the "Company"), for value
          received, hereby promises to pay to Jeff
          W. Holmes,
          the
          registered holder hereof, up to that amount borrowed by the Company from
          Mr.
          Holmes which as of the date of the note is ten
          thousand dollars ($10,000)
          one year
          from date, upon presentation and surrender of this promissory note (the
          "Note")
          at the offices of the Company, in such lawful money of the United States
          of
          America as at the time of payment shall be legal tender for the payment
          of
          public and private debt, until the principal hereof is paid or made available
          for payment as herein provided. Mr. Holmes has agreed to loan a total of
          up to
          twenty thousand dollars ($20,000) to the Company on the terms, conditions
          and
          documentation provided in this Note.

        


        This
          Note
          is subject to the following further terms and material provisions:

        


        1. Letter
          of Credit.
          Mr.
          Holmes agrees to loan the Company up to twenty thousand ($20,000) at any
          time
          within one year of the date of this Note upon request of the Company. All
          sums
          loaned to the Company shall be on the same terms and conditions of this
          Note and
          be covered by this Note. At the execution of this Note, Mr. Holmes is loaning
          an
          initial ten thousand dollars ($10,000) to the Company.

        


        2. Term
          and Interest.
          The
          date of maturity of the Note shall be one year from the date of issuance,
          subject to prepayment as set forth in paragraph 3 hereof. The Note shall
          bear
          simple interest at the rate of ten percent (10.0%) per annum. The principal
          on
          the Note is payable on the maturity date, subject to prepayment as set
          forth in
          paragraph 3 hereof, and will be paid at the office of the Company, maintained
          for such purposes, to the registered holder of the Note on the books and
          records
          of the Company. Accrued interest on the Note will be payable annually,
          on the
          anniversary date of the Note, and will be paid at the office of the Company,
          maintained for such purposes, to the register holder of the Note on the
          books
          and records of the Company

         

        
          
            
            

          

          
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        3. Prepayment..
          This
          Note is subject to prepayment, in whole or in part, at the election of
          the
          Company at any time, upon not less than 10 days notice. Prepayment shall
          be
          effected by paying the amount equal to the outstanding principal amount
          of the
          Note and accrued interest at the date of prepayment. On the date fixed
          for
          prepayment by the Company, the amount of principal shall be paid in cash
          or
          certified funds. Any Note which is prepaid only in part shall be presented
          for
          notation thereon by the Company of such partial prepayment. If less than
          all the
          Note principal amount and interest is to be prepaid, notice of the proposed
          prepayment shall be sent to the registered holder of the Note and such
          prepayment shall be made. The note is subject to prepayment, at the election
          of
          the Holder, upon the completion of financing by the Company which raises
          from
          investors, other than current shareholders, a minimum of fifty thousand
          dollars
          ($50,000) in the form of equity or debt financing. Additionally, upon the
          raising of fifty thousand dollars ($50,000) from outside investors whether
          in
          the form of debt or equity investments into the Company, Mr. Holmes will
          no
          longer provide a letter of credit up to twenty thousand dollars ($20,000)
          and
          will not loan any further funds to the Company beyond the funds already
          loaned
          as of such date. 

        


        4. Satisfaction
          and Discharge of Note.
          This
          Note shall cease to be of further effect (except as to any surviving rights
          of
          transfer, or exchange of Notes herein expressly provided for) when:

        


        (a) The
          Company has paid or caused to be paid all sums payable hereunder by the
          Company,
          including all principal and interest amounts under the Note; and

        


        (b) All
          the
          conditions precedent herein provided for relating to the satisfaction and
          discharge of this Note have been met.

        


        5. Events
          of Default.
          "Events
          of Default," when used herein, whatever the reason for such event of default
          and
          whether it shall be voluntary or involuntary or be effected by operation
          of law
          pursuant to any judgment, decree, or order of any court or any order, rule,
          or
          regulation of any administrative or government body or be caused by the
          provisions of any paragraph herein means any one of the following
          events:

        


        (a) Default
          in the payment of the principal of the Note, when due, whether at maturity,
          or
          otherwise; or

        


        (b) Default
          in the performance or breach of any covenant or warranty of the Company
          in this
          Note (other than a covenant or warranty, the breach or default in performance
          of
          which is elsewhere in this section specifically dealt with), and continuation
          of
          such default or breach for a period of 30 days after there has been given
          to the
          Company by registered or certified mail, by the holders of a majority in
          principal amount of the outstanding Note, a written notice specifying such
          default or breach and requiring it to be remedied and stating that such
          notice
          is a notice of default hereunder; or

        


        (c) The
          entry
          of a decree or order by a court having jurisdiction in the premises adjudging
          the Company a bankrupt or insolvent, or approving as properly filed a petition
          seeking reorganization, arrangement, adjustment, or composition of or in
          respect
          of the Company under the Federal Bankruptcy Act or any other applicable
          federal
          or state law, or appointing a receiver, liquidator, assignee, trustee,
          sequestrator (or other similar official) of the Company or of any substantial
          part of its property, or ordering the winding up or liquidation of its
          affairs,
          and the continuation of any such decree or order unstayed and in effect
          for a
          period of 30 consecutive days; or

         

        
          
            
            

          

          
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        (d) The
          institution by the Company of proceedings to be adjudicated a bankrupt
          or
          insolvent, or the consent by it to the institution of bankruptcy or insolvency
          proceedings against it, or a filing by it of a petition or answer or consent
          seeking reorganization or relief under the Federal Bankruptcy Act or any
          other
          applicable federal or state law; or

        


        (e) The
          consent by the Company to the filing of any such petition or the appointment
          of
          a receiver, liquidator, assignee, trustee, sequestrator (or other similar
          official) of the Company or of any substantial part of its property), or
          the
          making by it of an assignment for the benefit of creditors, or the admission
          by
          it in writing of its inability to pay its debts generally as they become
          due, or
          the taking of corporate action by the Company in furtherance of any such
          action.

         

        6. Acceleration
          of Maturity.
          If an
          event of default occurs and is continuing then, in every such case, the
          holder
          of a majority in principal amount of the outstanding Notes, may declare
          the
          principal of the Notes to be due and payable immediately, by a notice in
          writing
          to the Company of such default, and upon any such declaration, such principal
          shall become immediately due and payable. At any time after such declaration
          of
          acceleration has been made, and before a judgment or decree for payment
          of money
          due has been obtained by the holders, the holders of a majority of the
          principal
          of the outstanding Notes, by written notice to the Company, may rescind
          and
          annul such declaration and its consequences, if all events of default,
          other
          than the nonpayment of the principal of the Notes which has become due
          solely by
          such acceleration, has been cured or waived. No such recession shall affect
          any
          subsequent default or impair any right contingent thereon.

        


        7. Suits
          for Enforcement.
          If an
          event of default occurs and is continuing, the holder of a majority in
          principal
          amount of the outstanding Note may, in their discretion, proceed to protect
          and
          enforce their rights by such appropriate judicial proceedings as the holders
          shall deem most effectual to protect and enforce any such rights, whether
          for
          the specific enforcement of any covenant or agreement under this Note or
          in aid
          of the exercise of any power granted herein, or to enforce any other proper
          remedy.

        


        8. Limitation
          on Suits.
          No
          holder of any Note shall have any right to institute any proceedings, judicial
          or otherwise, with respect to this Note, or for the appointment of a receiver
          or
          trustee, or for any remedy hereunder, unless such holder has previously
          given
          written notice to the Company of a continuing event of default as provided
          above; it being understood and intended that no one or more holders of
          this Note
          shall have any right in any manner whatever by virtue of, or by availing
          of, any
          provisions of this Note to effect, disturb or prejudice the right of any
          other
          holders of Notes, or to obtain or to seek to obtain priority or preference
          over
          any other holders or to enforce any right under this Note, except in the
          manner
          herein provided and for the equal and ratable benefit of all the holders
          of the
          Note.

        


        9. Acts
          of Holders.
          Any
          request, demand, authorization, direction, notice, consent, waiver, or
          other
          action provided by this Note to be given or taken by the holder hereof
          or by the
          holders of the Notes may be embodied in and evidenced by one or more instruments
          of substantially similar tenor signed by such holders in person or by their
          agent or attorney-in-fact, duly appointed in writing; and, except as otherwise
          expressly provided herein, such action shall become effective when such
          instrument or instruments are delivered to the Company in the manner provided
          for giving notices herein. Such instrument or instruments, and the action
          embodied therein or evidenced thereby, are herein sometimes referred to
          as the
“act” of the holders signing such instrument or instruments. Proof of execution
          of any such instrument or of writing appointing any such agent shall be
          sufficient for any purpose of this Note if the fact and date of execution
          by any
          person of any purpose of the Note if the fact and date of execution by
          any
          person of any such instrument or writing is verified by the affidavit of
          a
          witness of such execution or by the request, demand, authorization, direction,
          notice, consent, waiver, or other action by the holder of this Note shall
          bind
          every Note holder of the same Note and the holder of every Note issued
          upon the
          transfer thereof or in exchange therefor or in lieu thereof in respect
          of
          anything done or suffered to be done by any person in reliance thereon,
          whether
          or not notation of such action is made upon such Note.

         

        
          
            
            

          

          
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        10. Notices
          to Holders; Waiver.
          Where
          this Note provides for notice to holders of any event, such notice shall
          be
          sufficiently given if in writing and sent by courier providing for delivery
          within 72 hours or mailed, registered, postage prepaid, to each holder
          affected
          by such event, at his address as it appears in the Note register maintained
          by
          the Company, not later than the latest date, and not earlier than the earliest
          date, prescribed for the giving of such notice. Where the Note provides
          for
          notice to the Company, such notice shall be sufficiently given if in writing
          and
          mailed, registered, postage prepaid, to the Company at its address set
          forth
          above (or at such other address as shall be provided to the holder of this
          Note
          in the manner for giving notices set forth herein), not later than the
          latest
          date, and not earlier than the earliest date, prescribed for the giving
          of such
          notice. Where this Note provides for notice in any manner, such notice
          may be
          waived in writing by the person entitled to receive such notice, whether
          before
          or after the event, any such waiver shall be equivalent of such
          notice.

        


        11. Restrictions.
          The
          holder of this Note, by acceptance hereof, represents and warrants as
          follows:

        


        (a) The
          Note
          is being acquired for the holder's own account to be held for investment
          purposes only and not with a view to, or for, resale in connection with
          any
          distribution of such Note or any interest therein without registration
          or other
          compliance under the Securities Act and applicable state securities laws,
          and
          the holder hereof has no direct or indirect participation in any such
          undertaking or in underwriting such an undertaking. 

        


        (b) The
          holder hereof has been advised and understands that the Note has not been
          registered under the Securities Act and the Note must be held and may not
          be
          sold, transferred, or otherwise disposed of for value unless it is subsequently
          registered under the Securities Act or an exemption from such registration
          is
          available; except as set forth herein, the Company is under no obligation
          to
          register the Note under the Securities Act; in the absence of such registration,
          sale of the Note may be impracticable; the Company will maintain stop-transfer
          orders against registration of transfer of the Note. The Company may refuse
          to
          transfer the Note unless the holder thereof provides an opinion of legal
          counsel
          reasonably satisfactory to the Company or a "no-action" or interpretive
          response
          from the Securities and Exchange Commission to the effect that the transfer
          is
          proper; further, unless such letter or opinion states that the Note are
          free
          from any restrictions under the Securities Act, the Company may refuse
          to
          transfer the Note to any transferee who does not furnish in writing to
          the
          Company the same representations and agree to the same conditions with
          respect
          to such Note if any set forth herein. The Company may also refuse to transfer
          the Note if any circumstance is present reasonably indicating that the
          transferee's representations are not accurate.

        


        12. Severability.
          In case
          any provision in this Note shall be invalid, illegal, or unenforceable,
          the
          validity, legality, and enforceability of the remaining provisions shall
          not in
          any way be affected or impaired thereby.

        


        13. Governing
          Law.
          This
          Note shall be governed by and construed and interpreted in accordance with
          the
          laws of the state of Nevada. 

         

        
          
            
            

          

          
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        14. Legal
          Holidays.
          In any
          case where any date provided herein shall not be a business day, then
          (notwithstanding any other provision of this Note) the event required or
          permitted on such date shall be required or permitted, as the case may
          be, on
          the next succeeding business day with the same force and effect as if made
          on
          the date upon which such event was required or permitted pursuant
          hereto.

        


        15. Delay
          or Omission; No Waiver.
          No
          delay or omission of any holder of the Note to exercise any right or remedy
          accruing upon any event of default shall impair any such right or remedy
          or
          constitute a waiver of any such event or default or any acquiescence therein.
          Every right or remedy given hereby or by law may be from time to time,
          and as
          often as may be deemed expedient.

        


        16. Miscellaneous.
          This
          Note is subject to the following additional terms and conditions:

        


        (a) If
          this
          Note is placed with any attorney for collection, or if suit be instituted
          for
          collection, or if any other remedy provided by law is pursued by the registered
          holder hereof, because of any default in the terms and conditions herein,
          then
          in either event, the undersigned agrees to pay reasonable attorneys' fees,
          costs, and other expenses incurred by the registered holder hereof
          in so
          doing.

        


        (b) None
          of
          the rights and remedies of the registered holder hereof shall be waived
          or
          affected by failure or delay to exercise them. All remedies conferred on
          the
          registered holder of this Note shall be cumulated and none is exclusive.
          Such
          remedies may be exercised concurrently or consecutively at the registered
          holder's option.

        


        (c) This
          Note
          is negotiable and transferable, subject to compliance with the provisions
          of
          paragraph 11 hereof.

        


        (d) The
          makers, guarantors, and endorsers hereof severally waive presentment for
          payment, protest, and notice of protest, and of nonpayment of this
          Note.

         

        DATED
          effective as of the ______ day of August, 2006.

        


        

          
            	 	 	
                    AFTERMARKET
                      ENTERPRISES, INC. 

                  
	 	 	 
	 	 	 
	 	 	
                    By
                      ___________________________________

                  
	 	 	
                    Its
                      Duly Authorized Manager

                  
	 	 	 
	 	 	
                    Jeff
                      W. Holmes

                  
	 	 	 
	 	 	 
	 	 	
                    ______________________________________

                  


          

        

         

         

         

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