<PAGE>
                                                                  Exhibit 10.4

-------------------------------------------------------------------------------
The Securities  represented by this  Convertible  Note have not been  registered
under the  Securities  Act of 1933,  as amended  ("Act"),  or  applicable  state
securities laws ("State Acts") and shall not be sold,  hypothecated,  donated or
otherwise  transferred  unless the  Borrower  shall have  received an opinion of
Legal Counsel for the Borrower, or such other evidence as may be satisfactory to
Legal Counsel for the Borrower,  to the effect that any such transfer  shall not
require registration under the Act and the State Acts.
-------------------------------------------------------------------------------

                       TRIMEDIA ENTERTAINMENT GROUP, INC.

                         14.00% SECURED CONVERTIBLE NOTE

$250,000                                                                 No: 1

                         DATE OF ISSUE: NOVEMBER 1, 2002

         Trimedia   Entertainment   Group,   Inc.   (a   Delaware   corporation)
(hereinafter referred to as the "Borrower") is indebted and, for value received,
herewith promises to pay to:

                             GEMINI GROWTH FUND, LP

or to its order, (together with any assignee, jointly or severally, the "Holder"
or "Lender") on or before  November 30, 2003 (the  "Termination  Date")  (unless
this  Convertible Note shall have been sooner called for redemption or presented
for  conversion  as herein  provided),  the sum of Two  Hundred  Fifty  Thousand
Dollars ($250,000) (the "Principal Amount") and to pay interest on the Principal
Amount at the rate of fourteen percent (14.00%) per annum as provided herein. In
furtherance  thereof,  and  in  consideration  of  the  premises,  the  Borrower
covenants, promises and agrees as follows:

         1. Interest:  Interest on the Principal Amount outstanding from time to
            ---------
time  shall  accrue at the rate of 14.00%  per annum and be  payable in cash via
wire  transfer  in  monthly  installments   commencing  November  30,  2002  and
subsequent payments shall be made on the last day of each month thereafter until
the Principal Amount and all accrued and unpaid interest shall have been paid in
full.  Overdue  principal  and interest on the  Convertible  Note shall,  to the
extent  permitted by  applicable  law,  bear  interest at the rate of 18.00% per
annum.  All payments of both principal and interest shall be made at the address
of the Holder hereof as it appears in the books and records of the Borrower,  or
at such other  place as may be  designated  by the  Holder  hereof in writing to
Borrower.

         2. Maturity: If not sooner redeemed or converted, this Convertible Note
            ---------
shall  mature on  November  30,  2003 at which  time all then  remaining  unpaid
principal,  interest  and any other  charges  then due under the Loan  Agreement
shall be due and payable in full via wire transfer.

         3.  Optional  Redemption:  (a) On any  interest  payment date and after
             ---------------------
prior irrevocable notice as provided for below, the outstanding principal amount
of this Convertible  Note is redeemable at the option of the Borrower,  in whole
but not in part, at 100% of par.

         (b) The Borrower may exercise its right to redeem prior to  Termination
Date by giving notice (the  "Redemption  Notice")  thereof to the Holder as such
name appears on the books of the Borrower,  which notice shall specify the terms

--------------------------------------------------------------------------------

<PAGE>

of redemption (including the place at which the Holder may obtain payment),  the
total principal  amount to be redeemed (such principal  amount herein called the
"Redemption  Amount") and the date for redemption (the "Redemption Date"), which
date shall not be less than 90 days nor more than 120 days after the date of the
Redemption  Notice.  On the Redemption  Date, the Borrower shall pay all accrued
unpaid interest on the Convertible Note up to and including the Redemption Date,
and shall pay to the Holder a dollar amount equal to the Redemption  Amount.  In
the case of Convertible Notes called for redemption,  the conversion rights will
expire at the close of business on the Redemption Date.

         4. Conversion Right: The Holder of this Convertible Note shall have the
            ----------------
right,  at Holder`s  option,  at any time,  to convert  all, or, in multiples of
$50,000,  any part of this  Convertible  Note into such number of fully paid and
nonassessable  shares of Common Stock as shall be provided herein. The holder of
this Convertible Note may exercise the conversion right by giving written notice
(the  "Conversion  Notice") to the  Borrower  of the  exercise of such right and
stating the name or names in which the stock  certificate or stock  certificates
for the shares of Common  Stock are to be issued  and the  address to which such
certificates  shall be delivered.  The Conversion Notice shall be accompanied by
the  Convertible  Note.  The  number of shares of  Common  Stock  that  shall be
issuable upon conversion of the Convertible  Note shall equal the face amount of
the  Convertible  Note divided by the  Conversion  Price as defined below and in
effect on the date the Conversion Notice is given;  provided,  however,  that in
the event that this Convertible Note shall have been partially redeemed,  shares
of Common  Stock shall be issued pro rata,  rounded to the nearest  whole share.
Conversion  shall be  deemed to have been  effected  on the date the  Conversion
Notice is  received  (the  "Conversion  Date").  Within 10  business  days after
receipt of the  Conversion  Notice,  Borrower  shall  issue and  deliver by hand
against a signed receipt therefor or by United States  registered  mail,  return
receipt  requested,  to the address designated in the Conversion Notice, a stock
certificate or stock  certificates  of the Borrower  representing  the number of
shares  of  Common  Stock to which  Holder  is  entitled  and a check or cash in
payment  of all  interest  accrued  and  unpaid on the  Convertible  Note  being
converted up to and including the Conversion Date. The conversion rights will be
governed by the following provisions:

         (a) Conversion  Price:  On the issue date hereof and until such time as
an  adjustment  shall  occur,  the  Conversion  price  shall be $1.00 per share,
provided  however,  that the Conversion  Price shall be subject to adjustment at
the times, and in accordance with the provisions, as follows:

                  (i)  Adjustment  for  Issuance  of  Shares  at less  than  the
Conversion  Price:  If and  whenever  any  Additional  Common  Stock (as  herein
defined)  shares shall be issued by the Borrower  (the "Stock Issue Date") for a
consideration  per share less than the Conversion  Price, then in each such case
the initial  Conversion  Price shall be reduced to a new Conversion  Price in an
amount  equal to the  consideration  per share  received by the Borrower for the
additional  shares of Common Stock then issued and the number of shares issuable
to Holder upon conversion shall be proportionately  increased;  and, in the case
of shares issued without  consideration,  the initial  Conversion Price shall be
reduced in amount  and the  number of shares  issued  upon  conversion  shall be
increased in an amount so as to maintain for the Holder the right to convert the

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                                     Page 2

                                                          Issuer`s Initial _____

<PAGE>

Convertible Note into shares equal in amount to the same percentage  interest in
the Common Stock of the Borrower as existed for the Holder immediately preceding
the Stock Issue Date.

                  (ii) Sale of Shares:  In case of the  issuance  of  Additional
Common Stock for a consideration  part or all of which shall be cash, the amount
of the cash consideration  therefor shall be deemed to be the amount of the cash
received by Borrower for such shares,  after any compensation or discount in the
sale,  underwriting  or purchase  thereof by  underwriters  or dealers or others
performing   similar  services  or  for  any  expenses  incurred  in  connection
therewith.  In case of the issuance of any shares of Additional Common Stock for
a consideration part or all of which shall be other than cash, the amount of the
consideration  therefor,  other than  cash,  shall be deemed to be the then fair
market value of the property  received as determined  by an  investment  banking
firm selected by Lender.

                  (iii)   Reclassification   of   Shares:   In   case   of   the
reclassification of securities into shares of Common Stock, the shares of Common
Stock issued in such reclassification  shall be deemed to have been issued for a
consideration  other than cash.  Shares of Additional Common Stock issued by way
of dividend or other distribution on any class of stock of the Borrower shall be
deemed to have been issued without consideration.

                  (iv) Split up or  Combination  of Shares:  In case  issued and
outstanding  shares  of  Common  Stock  shall be  subdivided  or split up into a
greater  number of shares of the Common  Stock,  the  Conversion  Price shall be
proportionately  decreased,  and in case issued and outstanding shares of Common
Stock shall be combined  into a smaller  number of shares of Common  Stock,  the
Conversion Price shall be proportionately  increased, such increase or decrease,
as the case may be, becoming  effective at the time of record of the split-up or
combination, as the case may be.

                  (v)  Exceptions:  The term  "Additional  Common  Stock" herein
shall  mean in the most  broadest  sense all  shares of Common  Stock  hereafter
issued by the Borrower  (including,  but not limited to Common Stock held in the
treasury of the Borrower and common stock purchasable via derivative security or
option  on the  date of such  grant  ),  except  Common  Stock  issued  upon the
conversion of any of this Convertible Note or Warrant.

         (b) Adjustment for Mergers, Consolidations, Etc.:

                  (i) In the event of  distribution  to all Common Stock holders
of any stock,  indebtedness of the Borrower or assets  (excluding cash dividends
or distributions from retained earnings) or other rights to purchase  securities
or assets,  then,  after such event,  the Convertible  Notes will be convertible
into the kind and amount of securities, cash and other property which the holder
of the Convertible Notes would have been entitled to receive if the holder owned
the Common Stock issuable upon conversion of the Convertible  Notes  immediately
prior to the occurrence of such event.

                  (ii) In case of any capital  reorganization,  reclassification
of the stock of the Borrower (other than a change in par value or as a result of
a  stock  dividend,  subdivision,  split  up or  combination  of  shares),  this
Convertible  Note  shall be  convertible  into the kind and  number of shares of
stock or other securities or property of the Borrower to which the holder of the

--------------------------------------------------------------------------------
                                     Page 3

                                                          Issuer`s Initial _____

<PAGE>

Convertible  Note would have been  entitled  to receive if the holder  owned the
Common Stock issuable upon conversion of the Convertible Note immediately  prior
to the  occurrence of such event.  The  provisions of these  foregoing  sentence
shall   similarly  apply  to  successive   reorganizations,   reclassifications,
consolidations,  exchanges,  leases,  transfers or other  dispositions  or other
share exchanges.

                  (iii)  Notice of  Adjustment.  (A) In the  event the  Borrower
shall  propose to take any action  which shall  result in an  adjustment  in the
Conversion  Price,  the  Borrower  shall  give  notice  to the  holder  of  this
Convertible  Note,  which notice shall  specify the record  date,  if any,  with
respect to such action and the date on which such action is to take place.  Such
notice shall be given on or before the earlier of 10 days before the record date
or the date which such action  shall be taken.  Such notice shall also set forth
all facts (to the extent  known)  material  to the effect of such  action on the
Conversion Price and the number,  kind or class of shares or other securities or
property which shall be  deliverable or purchasable  upon the occurrence of such
action or deliverable  upon conversion of this  Convertible  Note. (B) Following
completion  of an event  wherein the  Conversion  Price shall be  adjusted,  the
Borrower  shall  furnish to the  holder of this  Convertible  Note a  statement,
signed by an  authorized  officer of the  Borrower  of the facts  creating  such
adjustment  and  specifying  the  resultant  adjusted  Conversion  Price then in
effect.

         5. Reservation of Shares: Borrower warrants and agrees that it shall at
            ----------------------
all times reserve and keep available,  free from preemptive  rights,  sufficient
authorized  and  unissued  shares of Common Stock to effect  conversion  of this
Convertible Note.

         6. Registration  Rights:  The Holder has certain rights with respect to
            --------------------
the  registration  of shares of Common Stock issued upon the  conversion of this
Convertible  Note pursuant to the terms of the Loan  Agreement.  Borrower agrees
that  a  copy  of  the  Loan  Agreement  with  all   amendments,   additions  or
substitutions  therefor  shall be  available to the Holder at the offices of the
Borrower.

         7. Taxes: The Borrower shall pay any documentary or other transactional
            -----
taxes  attributable to the issuance or delivery of this  Convertible Note or the
shares of Common  Stock  issued upon  conversion  by the Holder  (excluding  any
federal,  state or local income taxes and any  franchise  taxes or taxes imposed
upon the Holder by the jurisdiction, or any political subdivision thereof, under
which such Holder is organized or is qualified to do business.)

         8. Default:
            -------

         (a) Event of Default:  An "Event of Default"  shall exist if any one or
more of the following  events (herein  collectively  called "Events of Default")
shall occur and be continuing:

                  (i)  Borrower  shall fail to pay (or shall state in writing an
intention not to pay or its inability to pay),  not later than 10 days after the
due date, any installment of interest on or principal of, any  Convertible  Note
or any fee, expense or other payment required hereunder;

                  (ii) Any of events stated in Section 7 of the Loan Agreement.

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                                     Page 4

                                                          Issuer`s Initial _____

<PAGE>

         (b) Remedies  Upon Event of Default:  If an Event of Default shall have
occurred  and be  continuing,  then Lender may  exercise  any one or more of the
following  rights and remedies,  and any other  remedies  provided in any of the
Loan  Documents,  as  Lender  in its  sole  discretion,  may deem  necessary  or
appropriate:

                  (i) declare the unpaid Principal Amount (after  application of
any  payments or  installments  received by Lender)  of, and all  interest  then
accrued but unpaid on, the Convertible Notes and any other liabilities hereunder
to be forthwith due and payable,  whereupon the same shall forthwith  become due
and payable without presentment,  demand,  protest, notice of default, notice of
acceleration  or of intention to accelerate or other notice of any kind,  all of
which Borrower hereby expressly waives.

                  (ii) reduce any claim to judgment, and/or

                  (iii) without notice of default or demand,  pursue and enforce
any of Lender`s  rights and  remedies  under the Loan  Documents,  or  otherwise
provided  under or pursuant to any  applicable  law or  agreement,  all of which
rights may be specifically enforced.

         (c) Remedies  Nonexclusive:  Each right,  power or remedy of the holder
hereof  upon the  occurrence  of any Event of  Default as  provided  for in this
Convertible Note or now or hereafter  existing at law or in equity or by statute
shall be  cumulative  and  concurrent  and shall be in  addition  to every other
right, power or remedy provided for in this Convertible Note or now or hereafter
existing at law or in equity or by statute, and the exercise or beginning of the
exercise by the holder or  transferee  hereof of any one or more of such rights,
powers or remedies shall not preclude the  simultaneous or later exercise by the
holder of any or all such other rights, powers or remedies.

         (d) Expenses:  Upon the occurrence of a Default or an Event of Default,
which  occurrence  is not cured  within the notice  provisions,  if any provided
therefore,  Borrower  agrees  to pay  and  shall  pay  all  costs  and  expenses
(including Lenders attorney`s fees and expenses)  reasonably  incurred by Lender
in connection with the preservation and enforcement of Lender`s rights under the
Loan Agreement, the Convertible Notes, or any other Loan Document.

         9. Failure to Act and Waiver:  No failure or delay by the holder hereof
            --------------------------
to require the performance of any term or terms of this  Convertible Note or not
to exercise any right, or any remedy shall  constitute a waiver of any such term
or of any right or of any default,  nor shall such delay or failure preclude the
holder hereof from exercising any such right,  power or remedy at any later time
or times.  By accepting  payment after the due date of any amount  payable under
this Convertible  Note, the holder hereof shall not be deemed to waive the right
either to require  payment when due of all other  amounts  payable,  or to later
declare a default for failure to effect such  payment of any such other  amount.
The failure of the holder of this Convertible Note to give notice of any failure
or breach of the Borrower  under this  Convertible  Note shall not  constitute a
waiver of any right or remedy in respect of such continuing failure or breach or
any subsequent failure or breach.

         10. Consent to  Jurisdiction:  The Borrower  hereby agrees and consents
             ------------------------
that any action,  suit or proceeding arising out of this Convertible Note may be
brought  in any  appropriate  court in the State of Texas  including  the United

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                                     Page 5

                                                          Issuer`s Initial _____

<PAGE>

States District Court for the Northern  District of Texas, or in any other court
having  jurisdiction  over the subject  matter,  all at the sole election of the
holder hereof,  and by the issuance and execution of this  Convertible  Note the
Borrower irrevocably consents to the jurisdiction of each such court.

         11. Holders Right to Request  Multiple  Convertible  Notes:  The Holder
             ------------------------------------------------------
shall,  upon written request and presentation of the Convertible  Note, have the
right,  at any interest  payment date, to request  division of this  Convertible
Note  into two or more  units,  each of such to be in such  amounts  as shall be
requested;  provided  however  that no  Convertible  Notes  shall be  issued  in
denominations of face amount less than $50,000.00.

         12. Transfer:  This Convertible Note may be transferred on the books of
             ---------
the Borrower by the  registered  Holder  hereof,  or by Holder`s  attorney  duly
authorized in writing, only upon (i) delivery to the Borrower of a duly executed
assignment of the Convertible Note, or part thereof, to the proposed new Holder,
along  with a current  notation  of the  amount  of  payments  received  and net
Principal  Amount yet unfunded,  and presentment of such Convertible Note to the
Borrower for issue of a replacement  Convertible Note, or Convertible  Notes, in
the  name of the new  Holder,  (ii) the  designation  by the new  Holder  of the
Lender`s  agent for  notice,  such agent to be the sole  party to whom  Borrower
shall be required to provide notice when notice to Lender is required  hereunder
and who shall be the sole  party  authorized  to  represent  Lender in regard to
modification or waivers under the Convertible Note, the Loan Agreement, or other
Loan Documents;  and any action,  consent or waiver, (other than a compromise of
principal and interest), when given or taken by Lender`s agent for notice, shall
be  deemed  to be the  action  of the  holders  of a  majority  in amount of the
Principal  Amount of the Convertible  Notes, as such holders are recorded on the
books of the  Borrower,  and (iii) in  compliance  with the  legend to read "The
Securities  represented by this  Convertible Note have not been registered under
the Securities Act of 1933, as amended  ("Act"),  or applicable state securities
laws ("State  Acts") and shall not be sold,  hypothecated,  donated or otherwise
transferred  unless the Borrower shall have received an opinion of Legal Counsel
for the Borrower, or such other evidence as may be satisfactory to Legal Counsel
for the  Borrower,  to the  effect  that any such  transfer  shall  not  require
registration under the Act and the State Acts."

The Borrower shall be entitled to treat any holder of record of the  Convertible
Note as the Holder in fact thereof and of the Convertible  Note and shall not be
bound  to  recognize  any  equitable  or  other  claim  to or  interest  in this
Convertible  Note in the name of any other person,  whether or not it shall have
express or other  notice  thereof,  save as  expressly  provided  by the laws of
Texas.

         13. Notices: All notices and communications under this Convertible Note
             --------
shall be in  writing  and shall be either  delivered  in person or by  overnight
delivery and  accompanied by a signed receipt  therefor;  or mailed  first-class
United States certified mail,  return receipt  requested,  postage prepaid,  and
addressed as follows: (i) if to the Borrower at its address for notice as stated
in the Loan Agreement;  and, (ii) if to the holder of this Convertible  Note, to
the address (a) of such  holder as it appears on the books of the  Borrower,  or
(b) in the case of a partial assignment to one or more holders,  to the Lender`s
agent for  notice,  as the case may be.  Any  notice of  communication  shall be
deemed given and received as of the date of such  delivery if  delivered;  or if
mailed, then three days after the date of mailing.

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                                     Page 6

                                                          Issuer`s Initial _____

<PAGE>

         14.  Maximum  Interest Rate:  Regardless of any provision  contained in
              ----------------------
this  Convertible  Note,  Lender shall never be entitled to receive,  collect or
apply as  interest  on the  Convertible  Note any  amount in excess of  interest
calculated  at the Maximum  Rate,  and, in the event that Lender ever  receives,
collects  or applies as  interest  any such  excess,  the amount  which would be
excessive  interest shall be deemed to be a partial  prepayment of principal and
treated  hereunder as such; and, if the principal amount of the Convertible Note
is paid in full, any remaining  excess shall  forthwith be paid to Borrower.  In
determining  whether  or not the  interest  paid or payable  under any  specific
contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender
shall, to the maximum extent  permitted under  applicable law, (i)  characterize
any non principal payment as an expense, fee or premium rather than as interest;
(ii) exclude voluntary  prepayments and the effects thereof, and (iii) amortize,
pro rate,  allocate  and spread,  in equal  parts,  the total amount of interest
throughout the entire  contemplated term of the Convertible Note; provided that,
if the  Convertible  Note is paid and  performed in full prior to the end of the
full  contemplated  term  thereof,  and if the interest  received for the actual
period of existence  thereof  exceeds  interest  calculated at the Maximum Rate,
Lender  shall  refund to Borrower the amount of such excess or credit the amount
of such excess against the principal amount of the Convertible Note and, in such
event,  Lender  shall not be subject to any  penalties  provided by any laws for
contracting for, charging,  taking, reserving or receiving interest in excess of
interest calculated at the Maximum Rate.

         "Maximum  Rate"  shall  mean,  on any day,  the less of (i) 18% or (ii)
highest  nonusurious  rate of interest (if any)  permitted by applicable  law on
such day that at any time, or from time to time, may be contracted  for,  taken,
reserved,  charged or received on the Indebtedness  evidenced by the Convertible
Note  under the laws  which are  presently  in  effect of the  United  States of
America  and the State of Texas or by the laws of any other  jurisdiction  which
are or may be  applicable  to the  holders  of the  Convertible  Note  and  such
Indebtedness  or, to the extent  permitted by law, under such applicable laws of
the United  States of America and the State of Texas or by the laws of any other
jurisdiction  which are or may be  applicable  to the holder of the  Convertible
Note and  which may  hereafter  be in effect  and which  allow a higher  maximum
nonusurious interest rate than applicable laws now allow.

         15.  Rights  under  Loan  Agreement:  This  Convertible  Note is issued
              ------------------------------
pursuant to that certain Loan  Agreement  dated November __, 2002 by and between
the  Lender  and  Borrower  (the "Loan  Agreement"),  and the  holder  hereof is
entitled to all the rights and benefits,  and is subject to all the  obligations
of Lender under said agreement.  Both Borrower and Lenders have  participated in
the negotiation  and  preparation of the Loan Agreement and of this  Convertible
Note.  Borrower  agrees that a copy of the Loan Agreement  with all  amendments,
additions and  substitutions  therefore  shall be available to the Holder at the
offices of the Borrower. This Convertible Note is secured pursuant to a security
agreement dated November __, 2002

         16.  Governing  Law:  This  Convertible  Note shall be  governed by and
              --------------
construed  and enforced in accordance  with the laws of the State of Texas,  or,
where  applicable,  the laws of the United  States.  There are no unwritten oral
agreements between the parties.

                            [Signature page follows]

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                                     Page 7

                                                          Issuer`s Initial _____

<PAGE>


         IN  WITNESS   WHEREOF,   the  undersigned   Borrower  has  caused  this
Convertible  Note to be duly issued and  executed on the Date of Issue as stated
above.



Address for Notice:                          US Patriot Inc.
-------------------

Mr. Chris Schwartz
TriMedia Entertainment Group, Inc.           By:
                                                -------------------------------
101 Charles Drive                               Chris Schwartz
Bryn Mawr, Pa 19010                             President
Ph. ____
Fax. ____ Attest

                                             By:
                                                -------------------------------
                                                Name:
                                                Secretary

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                                     Page 8

                                                          Issuer`s Initial _____


<PAGE>