PROMISSORY NOTE


DATE OF ISSUE:   JUNE 30TH, 2004                     PRINCIPAL:  $500,000.

MATURITY DATE:   CLOSING DATE(AS DEFINED)            INTEREST:   10% PER ANNUM
                 OR JULY 31ST, 2004


1.   INDEBTEDNESS

The Borrower, Second Stage Ventures Inc., a corporation incorporated pursuant to
the  laws of the State of Nevada, for value received, hereby acknowledges itself
indebted to Gary Scott, Businessman, of Munich, Germany, (the "Holder"), and the
Borrower together with Kay S. Jessel, Businessman, of the City of Port Coquitlam
in  the  Province  of  British Columbia (Guarantor1) and Thomas E. Barton Chown,
Businessman,  of  the  City  of  Toronto in the Province of Ontario (Guarantor2)
(hereinafter  jointly  and  severally  referred to as the "Guarantors") covenant
with  the  Holder  that  they will, on or prior to the Maturity Date, pay to the
Holder the Principal amount of $500,000. in lawful currency of the United States
of  America  on  presentment and surrender of this Note at the address specified
for  notice to the Borrowers in Section 6.8 herein together with interest on the
said  Principal  at the rate of ten percent (10%), calculated half-yearly not in
advance,  both  before  and  after,  default  or  judgment.

2.   DEFINITIONS

In  this  Note,  except  as  otherwise  expressly provided or unless the context
otherwise  requires, the following words will have the following meanings unless
otherwise  indicated:

"NOTE" means this Promissory Note in the Principal amount of $500,000. dated the
Date  of  Issue.

"CLOSING  DATE"  means  the  day  upon  which  the  Borrower  acquires  certain
intellectual  property rights known as the U-Strip technology from Encapsulation
Systems  Inc.

"BUSINESS  DAY" means any day other than a Saturday, Sunday or statutory holiday
in  Las  Vegas,  Nevada.

"INTEREST"  means  the  rate  of ten percent (10%) calculated half-yearly not in
advance  on  Principal  and  payable  together  with  the Principal, Interest to
accrete to the date of payment. For purposes of calculating, a 365 day year will
be  used.

"MATURITY DATE" means the earlier of the Closing Date or July 31st, 2004.

"PERSON"  means  an  individual,  Borrower,  a  partnership,  a  trustee  or any
unincorporated  organization.

"PRINCIPAL" means that amount set out above.


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3.   INTERPRETATION

In this Note:

(a)  the  headings  are  for convenience only and are not intended as a guide to
     interpretation  of  this  Note  or  any  portion  thereof,

(b)  the  word "including", when following any general statement or term, is not
     to  be  construed as limiting the general statement or term to the specific
     items  or  matters  set forth or to similar items or matters, but rather as
     permitting  the  general  statement  or term to refer to all other items or
     matters  that  could  reasonably  fall  within its broadest possible scope,

(c)  all  accounting  terms  not  otherwise  defined  herein  have  the meanings
     assigned to them, and all calculations to be made hereunder are to be made,
     in  accordance  with  generally accepted accounting principles applied on a
     consistent  basis,

(d)  all  references  to  currency  mean  American  currency,

(e)  a  reference  to  a  statute  includes all regulations made thereunder, all
     amendments  to  the  statute or regulations in force from time to time, and
     any  statute  or  regulation that supplements or supersedes such statute or
     regulations,

(f)  a  reference  to  an  entity  includes  any  successor  to  that  entity,

(g)  words  importing the masculine gender include the feminine or neuter, words
     in  the  singular  include  the  plural, words importing a corporate entity
     include  individuals,  and  vice  versa,  and

(h)  a  reference  to  "approval",  "authorization"  or  "consent" means written
     approval,  authorization  or  consent.

4.   PAYMENT  TERMS

The Principal and Interest due on this Note will be payable by the delivery of a
check  for  such Principal and Interest to the Holder on the following terms and
conditions:

(a)  Interest  will  accrete  and be payable together with Principal, and in the
     event Principal and Interest have not been paid prior to or on the Maturity
     Date,  Interest at the Default Rate will be payable on overdue Interest and
     Principal.

(b)  The  Borrower  and Guarantors may, at their option and without prior notice
     to  the  Holder, pay Principal and Interest accreted thereon to the date of
     payment  on  any  Business  Day  at  the  address  of the Holder or on such
     alternative  basis  as may be directed by the Holder, which Business Day is
     prior  to  the  Maturity  Date.

(c)  The Borrower and Guarantors will, and hereby jointly and severally covenant
     to,  pay  to  the Holder the Principal and Interest accreted thereon on the
     Maturity  Date.


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(d)  The  completion  of a wire transfer of a sum equivalent to the total of the
     Principal  and  Interest  accreted  thereon  (with  immediately  subsequent
     delivery  by  facsimile  transmission  to  the  Holder  of  confirmation
     particulars  as  to  the  wire  transfer)  shall  satisfy and discharge the
     liability  of  the  Borrowers  on  this  Note  to  the  extent  of  the sum
     represented  thereby  unless such wire transfer transmission is not paid at
     par  on presentation at any branch of a chartered bank in the United States
     of  America.

5.   DIRECT  OBLIGATIONS  OF  BORROWER

This Note is a direct obligation of the Borrower.

GENERAL

6.1     WAIVER  BY  HOLDER     The  Holder's  failure,  at  any  time  or  times
hereafter,  to  require  strict  performance by the Borrower of any provision of
this  Note shall not constitute a waiver, or affect or diminish any right of the
Holder  thereafter  to  demand  strict compliance and performance herewith.  Any
suspension  or  waiver  by  the  Holder  of  a default under this Note shall not
suspend,  waive or affect any other default under this Note, whether the same is
prior  or subsequent thereto and whether of the same or of a different type.  No
default  under this Note shall be deemed to have been suspended or waived by the
Holder,  unless  such suspension or waiver is by an instrument in writing signed
by  the  Holder  and directed to the Borrower and the Guarantors specifying such
suspension  or  waiver.

6.2     TRANSFER  This  Note  will  only  be  transferable  upon  receipt by the
Borrower of notice in writing from the Holder to be delivered to the Borrower as
provided  for  in  Section  6.8  hereinafter.

6.3     SEVERABILITY  Wherever  possible,  each provision of this Note shall be
interpreted  in  such  manner as to be effective and valid under applicable law,
but  if  any  provision  of  this  Note  shall be prohibited by or invalid under
applicable  law,  such  provision  shall  be  ineffective  to the extent of such
prohibition  or invalidity, without invalidating the remainder of such provision
or  the  remaining  provisions  of  this  Note.

6.4     PARTIES,  ENTIRE  NOTE     This  Note shall be binding upon and inure to
the  benefit of the respective successors and permitted assigns of the Borrower,
the  Guarantors  and  the  Holder.  This  Note  and  any  amendments  hereto and
supplements  hereto  are  the complete statement of the agreement by and between
the  Borrower,  the  Guarantors and the Holder in connection with the payment of
the  monies  secured hereby and supersede all prior negotiations, understandings
and  representations  between  them  with  respect to the subject matter of this
Note.

6.5    WAIVER  BY  THE  BORROWERS     Except  as otherwise provided for in this
Note,  the  Borrower  and  the Guarantors waive presentment, demand and protest,
notice  of  protest,  notice  of  presentment,  default,  non-payment, maturity,
release,  compromise,  settlement,  extension  or  renewal.


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6.6    GOVERNING  LAW,  VENUE   This  Note shall be governed by and construed in
accordance  with  the  laws  of the State of Nevada as the same may from time to
time  be in effect and the Holder hereby submits and attorns to the jurisdiction
of  the  courts  of  Nevada

6.7    COUNTERPARTS   This  Note  may  be executed in any number of counterparts
by the Borrower and the Guarantors either by original or facsimile signature and
each of such counterparts, when executed and delivered, shall be an original but
such  counterparts  together  shall  constitute  one  and  the  same instrument.

6.8   NOTICE      Except as otherwise provided herein:
      (a)         All  notices,  requests,  demands,  directions  and  other
                  communications  provided  for hereunder must be in writing and
                  must  be  mailed,  telecopied  or delivered to the appropriate
                  party  at the address set forth below or, to any other address
                  as  may  be  designated by a party in a written notice sent to
                  the  other  party  in  accordance  with  this  Section;  and
      (b)         Any  notice  shall be deemed to have been effectively given on
                  the  earlier  of:
            (i)               the  date  of delivery, if delivered during normal
                              business  hours  of the Borrowers (and, if not, on
                              the  next  following  Business  Day);
            (ii)              the  Business Day immediately following the day of
                              sending, if sent by telecopier or other electronic
                              communication  (with  receipt  confirmed),  or
            (iii)             on  the  fifth (5th) business day after mailing in
                              the  United  States  of  America.

                  If to the Holder, at:
                                          Gary Scott,
                                          Munich, Germany
                                          Telephone:  011 49 89 457 10790
                                          Telecopier; 011 49 89 963 065

                  If to the Borrower, at:
                                          Second Stage Ventures Inc.,
                                          c/o Gary Henrie, Attorney-at-Law,
                                          10616 Eagle Nest Street,
                                          Las Vegas, Nevada  89141

                                          Telephone:   (702) 616-3093
                                          Telecopier:  (702) 263-8102

                                          Kay S. Jessel
                                          (Gaurantor1)
                                          Port Coquitlam, B.C.,
                                          Canada

                                          Telephone:  (604) 552-6173
                                          Telecopier: (604) 552-6174


<PAGE>
                                          Thomas E. Barton Chown
                                          (Guarantor2)
                                          79 Leuty Avenue,
                                          Toronto, Ontario,

                                          Telephone:  (416) 690-2400
                                          Telecopier: (416) 690-2409

6.9     WAIVERS  OF USURY AND EXTENSION LAWS     The Borrower and the Guarantors
agree  (to the extent it may lawfully do so) that it will not at any time insist
upon,  plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law which would prohibit
or  forgive  the  Borrower and/or the Guarantors from paying all or a portion of
the  principal  of  or  interest  on  the  Note as contemplated herein, wherever
enacted, now or at any time hereinafter in force, or which may materially now or
any  time  hereafter  affect the covenants in the Note.  The Borrowers expressly
waive  all  benefit  or  advantage  of  any  such laws.  If a court of competent
jurisdiction  prescribes that the Borrowers may not waive its rights to take the
benefit  or advantage of any stay or extension law or any usury law or other law
in  accordance  with  this  Section,  the obligation to pay interest on the Note
shall  be  reduced to the maximum legal limit under applicable law governing the
interest  payable  in  connection  with  the  Notes.

6.10     TIME OF THE ESSENCE       Time  is  of  the  essence  hereunder.



IN  WITNESS  WHEREOF  the Borrowers have hereunto set their respective hands and
seals  this  30th  day  of  June,  2004.



                                               SECOND STAGE VENTURES INC.


                                          PER:
                                               ---------------------------------
                                               ZENNIE MORRIS, PRESIDENT



                    ------------------------   ---------------------------------
                    WITNESS                    KAY S. JESSEL
                                               (GUARANTOR1)



                    ------------------------   ---------------------------------
                    WITNESS                    THOMAS E. BARTON CHOWN
                                               (GUARANTOR2)


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