Exhibit 10.4

                                 PROMISSORY NOTE

$400,000.00                                                     December 1, 2004

                                  Dallas, Texas

         FOR VALUE  RECEIVED,  the  undersigned  promises to pay to the order of
Associates  Funding Group,  Inc.,  ("Payee"),  the principal sum of Four Hundred
Thousand  and No/100  Dollars  ($400,000.00),  with  interest  on the  principal
balance  from time to time  remaining  unpaid  after  maturity  at the rate (the
"Applicable  Rate") of the lesser of (i) Twenty-four  Percent (24%) per annum or
(ii) the highest rate of interest permitted by applicable law.

         Interest shall be payable  monthly  during the term of this Note,  with
the first payment due January 1, 2004 and continuing  monthly  thereafter,  with
the entire unpaid  amount of principal  and accrued  interest due and payable in
its entirety on December 1, 2006. Interest on this Note shall be calculated at a
daily rate equal to 1/360 of the annual percentage rate stated above, subject to
the provisions  hereof limiting  interest to the maximum permitted by applicable
law.

         This Note may be prepaid in whole or in part,  at any time or from time
to time, without penalty or premium.

         If Borrower defaults in the payments of this Note or in the performance
of any obligation in any instrument  securing or collateral to this Note,  payee
may declare  the unpaid  principal  balance  and any  amounts  owed on this Note
immediately  due. The undersigned and all other parties now or here after liable
for the payment  hereof,  whether as endorser,  guarantor,  surety or otherwise,
severally  waive  demand,   presentation,   notice  of  dishonor,  diligence  in
collection,  grace,  notice  (except as otherwise  expressly  provided  herein),
protest,  notice of intent to accelerate  the maturity as herein  provided,  and
consent to all renewals and extensions which from time to time may be granted by
the holder hereof and to all partial  payments  hereon,  whether before or after
maturity.

         If  this  Note  is  not  paid  when  due,  whether  at  maturity  or by
acceleration,  or if it is  collected  through a  bankruptcy,  probate  or other
court,  whether  before  or  after  maturity,  the  undersigned  agrees  to  pay
reasonable  attorney's  fees together with all actual expenses of litigation and
cost of Court, incurred by the holder hereof.

         This  Note  shall be  secured  by a  Security  Agreement  of even  date
herewith.

         All  agreements  between  the Maker and the  holder  hereof  are hereby
expressly limited so that in no contingency or event whatsoever shall the amount
paid,  or agreed to be paid, to the holder  hereof for the use,  forbearance  or
detention  of the  money  to be  loaned  hereunder  exceed  the  maximum  amount
permissible  under the  applicable  law. In the event that the  maturity of this
Note should be accelerated  for any reason the earned interest may never include
more than the maximum  amount  permitted  under  applicable law and any unearned
interest in excess of the maximum amount permitted under applicable law shall be
cancelled  automatically  and,  if  theretofore  paid,  shall be refunded to the
undersigned or credited to the principal amount owing on this Note. If, from any



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circumstances  whatsoever,  fulfillment  of any  provision  thereof  at the time
performance of such provision shall be due shall involve  transcending the limit
of validity prescribed by applicable law, then, ipso facto, the obligation to be
fulfilled  shall  be  reduced  to the  limit of such  validity,  and if from any
circumstances  the holder  hereof should ever receive as interest an amount that
would  exceed the highest  lawful  rate,  such  amount  that would be  excessive
interest  shall be  applied  to the  reduction  of the  principal  amount  owing
thereunder  and not to the  payment of interest  or if such  excessive  interest
exceeds the unpaid  balance of  principal,  the excess  shall be refunded to the
Maker hereof.  All sums  contracted for,  charged or received  hereunder for the
use, forbearance of detention of the indebtedness evidenced hereby shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
through  the full term of this Note  until  payment  in full so that the rate of
interest on the account of such  indebtedness  is uniform  through the full term
hereof.  the terms and provision of this  paragraph  shall control and supersede
every other  provision of all agreements  between the undersigned and the holder
hereof.

         This Note shall be governed by, and construed in accordance  with,  the
laws of the State of Texas and the United  State of America to the  extent,  and
only to the  extent,  that the laws of the  United  States of  America  permit a
greater rate of interest to be contracted for,  received,  charged,  reserved or
taken that would  otherwise be  permitted  under the laws of the State of Texas.
Unless changed in accordance  with  applicable  law, the applicable rate ceiling
under Texas law shall be the  indicated  rate ceiling as described in Tex.  Rev.
Civ. State, Ann. Art. 5069-1.04(a), as amended.

                                     MAKER



                                     /s/ D. Ronald Allen
                                     -------------------
                                     China Voice Holding Corp.
                                     By:  D. Ronald Allen, President



                                     /s/ D. Ronald Allen
                                     -------------------
                                     China Voice Corp.
                                     By:  D. Ronald Allen, President








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                               Security Agreement

This Security  Agreement  ("Agreement") is made and entered into on this 1st day
of  December,  2004,  by and between  Associates  Funding  Group  Inc.,  a Texas
Corporation,  ("Secured  Party") and CHINA VOICE  CORP.,  a Nevada  Corporation,
("Debtor"), as follows:

                               W i t n e s s e t h

         Whereas,  in  order to  secure  the  payment  of the  Indebtedness  (as
hereinafter  defined),  Secured Party has required that Debtor assign a security
interest in the collateral (as hereinafter defined) to Secured party; and

         Whereas,  Debtor has deemed it to be in the best  interest of Debtor to
grant  a  security  interest  in  the  collateral  to  secure  the  payment  and
performance of the indebtedness;

         Now, Therefore, for and in consideration of the premises, covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged and confessed,  Secured
Party and Debtor agree as follows:

         1.  Indebtedness.  The  Security  Interest  (defined  below)  is herein
created to secure Debtor's Note of even date herewith, by and between Debtor, as
Maker,  and  Secured  Party,  as  Payee,  in the  original  principal  amount of
$400,000.00,  and  any  and  all  additions,  renewals  and  extensions  thereof
("Indebtedness").

         2.  Agreement and  Collateral.  Debtor hereby grants to Secured party a
security   interest   ("Security    Interest")   in   the   following   property
("Collateral"), whether now owned or hereafter acquired:

         All  Debtor's  right,  title  and  interest  in and to all of  Debtor's
inventories,  equipment,  furnishings,  fixtures, accounts and notes receivable,
and all other  tangible  and  intangible  property  now or  hereafter  existing,
together with all rights, powers and privileges thereunto appertaining,  and all
proceeds thereof.

         3. Debtor's Warranties, Covenants and Further Agreements.

                  a. Title. Except for the interest granted herein,  Debtor has,
         or on acquisition  will have,  fee simple title to the collateral  free
         from any lien,  security  interest,  encumbrance,  or claim and  Debtor
         will,  during the term of this  Agreement,  at Debtors  cost,  keep the
         collateral free from other liens,  security interests,  encumbrances or
         claims, and defend any action which may affect the Security Interest or
         Debtor's title to the collateral.

                  b.  Financing  Statement.  Debtor will join in  executing  all
         financing statements and other instruments, documents, certificates and
         agreements  deemed  necessary  by Secured  Party to  evidence,  create,
         perfect  or  enforce  the  Security  Interest  and will  pay all  costs
         thereof.



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                  c.  Assignment.  Notwithstanding  any other provision  hereof,
         Debtor will not process,  sell,  lease, or otherwise  dispose of all or
         part of the  collateral.  Secured  Party may assign or transfer  all or
         part of his rights in, and obligations, if any, under the Indebtedness,
         the Collateral and this Agreement.

         4.  Rights  of  Debtor.  Prior  to  the  occurrence  of a  Default  (as
hereinafter  defined),  Debtor  may  exercise  any and all  rights,  voting  and
otherwise,  with respect to the Collateral.  However, Debtor may not receive any
distributions  and other payments made with respect to the collateral  free from
the Security Interest provided for in this Agreement.

         5. Rights of Secured Party. Effective upon the occurrence of a Default,
Debtor hereby appoints Secured Party as Debtor's  attorney-in-fact to do any act
which  Debtor is  obligated  by this  Agreement to do, to exercise all rights of
Debtor in the  collateral,  voting and otherwise,  to receive all  distributions
made with respect to the  Collateral,  and to do all things deemed  necessary by
Secured party to perfect the Security  Interest and preserve,  collect,  enforce
and protect the  Collateral,  all at Debtor's cost and without any obligation on
Secured  Party so to act.  Secured  Party  shall  not be  liable  for any act or
omission on the part of Secured Party,  his agents or employees,  except willful
misconduct,  nor shall Secured Party be responsible for depreciation in value of
the collateral for  preservation of rights against prior parties.  The foregoing
rights and powers of Secured  Party may be exercised  after default and shall be
in  addition  to, and not a  limitation  upon,  any rights and powers of Secured
Party given herein or by law, custom, or otherwise.

         6. Events of Default. Debtor shall be in default ("Default") under this
Agreement  upon the  occurrence of a default  pursuant to the terms of the Note,
and Debtor's  failure to cure such default  within the time periods set forth in
the Note.

         7. Remedies of Secured  Party on Default.  When a Default  occurs,  and
except as may be otherwise  provided in the Note,  Secured Party may declare all
or a part of the Indebtedness immediately due and payable without demand, notice
of default, notice of intent to demand, notice of intent to accelerate maturity,
or notice of  acceleration  of maturity,  and may proceed to enforce  payment of
same and to exercise any and all of the rights and remedies  provided by Article
9 of the Texas  Business and Commerce  Code ("Code") as well as all other rights
and remedies possessed by Secured Party under this Agreement or otherwise at law
or in equity. For purposes of the notice requirements of the Code, Secured Party
and Debtor agree that notice given at least ten (10)  calendar days prior to the
related  action  hereunder  is  reasonable.  Secured  Party shall be entitled to
immediate possession of the collateral and all books and records evidencing same
and shall have authority to enter upon any premises upon which said items may be
situated and removed same therefrom.  Expenses of retaking,  holding,  preparing
for sale, selling or the like, shall include without limitation, Secured Party's
reasonable  attorney's  fees and all such expenses shall be recovered by Secured
Party before applying the proceeds from the disposition of the collateral toward
the indebtedness.  To the extent allowed by the Code,  Secured Party may use his
discretion in applying the proceeds of any  disposition of the  collateral.  All
rights and  remedies  of  Secured  Party  hereunder  are  cumulative  and may be
exercised singly or  concurrently.  The exercise of any right or remedy will not
be a waiver of any other.



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         8. General.

                  a. Exhaustion of Remedies. Secured Party shall not be required
         to first foreclose,  proceed  against,  exhaust any other collateral or
         security for any  Indebtedness  or obligation of Debtor hereby  secured
         before pursuing any of its rights pursuant to this Agreement. Suite may
         be brought to  recover  other  collateral  at the  election  of Secured
         Party, without joinder of Debtor.

                  b.  Release  of  Collateral.   Secured  Party  may  surrender,
         release,   exchange  or  alter  any  collateral  or  security  for  the
         Indebtedness  hereby secured  without  effecting the Security  Interest
         created by this Agreement,  and this Agreement shall continue effective
         notwithstanding   any   legal   disability   of  Debtor  to  incur  any
         indebtedness or obligation incurred to Secured Party.

                  c. Waiver by Secured Party.  No waiver by Secured Party of any
         right  hereunder  or of any  default by Debtor  shall be  binding  upon
         Secured  Party unless in writing.  Failure or delay by Secured Party to
         exercise any right hereunder or waiver of any default shall not operate
         as a waiver of any other right,  or further  exercise of such right, or
         of any further default.

                  d. Parties  Bound.  This  Agreement  shall be binding upon and
         inure to the benefit of the parties hereto and their respective  heirs,
         executors,   administrators,    legal   representatives,    successors,
         receivers, trustees and assigns where permitted by this Agreement.

                  e. Notice.  Notice shall be given or sent when mailed  postage
         prepaid to Debtor's  address  given  above or to  Debtor's  most recent
         address as shown by notice of change on file with Secured Party.

                  f.  Modifications.  This Agreement shall not be amended in any
         way except by a written agreement signed by the parties hereto.

                  g. Severability. The unenforceability of any provision of this
         Agreement shall not affect the  enforceability of validity of any other
         provision hereof.

                  h.  Construction.  The captions  herein are for convenience of
         reference only and not for definition or interpretation.

                  i.  Ambiguity.  In event it shall be determined  that there is
         any ambiguity  contained herein,  said ambiguity shall not be construed
         against either party hereto as a result of such party's  preparation of
         this Agreement,  but shall be interpreted in favor or against either of
         the  parties  hereto in light of all the facts,  circumstances  and the
         intentions  of the  parties  at the  time of  their  executive  of this
         Agreement.



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                  j.  Governing  Law.  This  Agreement  shall be governed by and
         construed in accordance with the laws of the State of Texas.

                                          Secured Party:

                                          Associates Funding Group



                                          By:  /s/ D. Ronald Allen
                                             ------------------------------
                                                D. Ronald Allen, President


                                          Debtor:

                                          CHINA VOICE CORP.



                                          By:  /s/ D. Ronald Allen
                                             ------------------------------
                                                D. Ronald Allen, President









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