**SECURED PROMISSORY NOTE**

**$1,550,000                                    Orange County, California                                   June 2, 2004**

FOR VALUE RECEIVED, the undersigned, **TFW Inc.**,a Delaware corporation (the "**Maker**"), hereby unconditionally promises topay to the order of **Jane C. Barber**, an individual resident of the Stateof California (the "**Lender**") or her assigns, in lawful money of theUnited States of America and in immediately available funds, the principalamount of ONE MILLION FIVE HUNDRED FIFTY THOUSAND AND 00/100s DOLLARS ($1,550,000.00).

This Note shall be repaid as follows: payments of $15,000.00shall be due weekly on the Friday of each week, commencing on July 9, 2004, until this Note is repaid in full. 

This Note shall not bear interest if payments are madein a timely manner; however, if the Maker fails to make a payment within 3business days following its due date, then, at the option of the Lender, theoutstanding balance of this Note shall thereafter accrue interest at a rateequal to the lesser of 18% or the highest lawful rate permissible underapplicable law.

ThisNote constitutes an *in rem* obligation of Maker, and Maker's liabilityhereunder is limited solely to a pledge of securities pursuant to that certainStock Pledge Agreement between the Maker and the Lender, dated as of the datehereof (the "Stock Pledge Agreement").  In the event of a "Default",as such term is defined in the Stock Pledge Agreement, the Lender may declarethe entire outstanding balance of this Note to be immediately due and payable, inaddition to any remedies available to the Lender or its assigns as set forth inthe Stock Pledge Agreement.

The makers, signers, sureties, guarantors, andendorsers of this Note severally waive valuation and appraisal, demand,presentment, notice of dishonor, notice of intent to demand or acceleratepayment hereof, notice of demand, notice of acceleration, diligence incollecting, grace, notice, and protest. If this Note is not paid when due, theMaker agrees to pay all costs of collection, including, but not limited to,reasonable attorneys' fees and all expenses incurred by the holder hereof onaccount of any such collection, whether or not suit is filed hereon.

The Maker shall have no right of setoff, counterclaim,recoupment or other deduction with respect to the payment required hereunder,and such payment constitutes the absolute and unconditional obligation of theMaker.

The Maker may prepay any portion or all of this Notewithout penalty at any time.  Any prepayment will be applied first againstaccrued but unpaid interest and then against the outstanding principal balance.

Interest on the indebtedness evidenced by this Note ishereby expressly limited so that in no contingency or event whatsoever, whetherby acceleration of the maturity of this Note or otherwise, shall the interestcontracted for, charged, or received by the Lender exceed the highest lawfulrate permissible under applicable law. If any circumstances whatsoever shallinvolve transcending the limit of validity prescribed by law, then, ipso facto,the obligation to be fulfilled shall be reduced to the limit of such validity,and if from any such circumstances the Lender shall ever receive anything ofvalue as interest or deemed interest by applicable law under this Note or anyother document evidencing, securing, or pertaining to the indebtednessevidenced hereby, such amount that would be excessive interest shall be appliedto the reduction of the principal amount owing under this Note or on account ofany other indebtedness of the Maker to the Lender, and not to the payment ofinterest, or if such excessive interest exceeds the unpaid balance of principalof this Note and such other indebtedness, such excess shall be refunded to theMaker. In determining whether or not the interest paid or payable with respectto any indebtedness of the Maker to the Lender, under any specific contingency,exceeds the highest lawful rate, the Maker and the Lender shall, to the maximumextent permitted by applicable law, (a) characterize any non-principal paymentas an expense, fee, or premium rather than as interest; (b) exclude voluntaryprepayments and the effects thereof; (c) amortize, prorate, allocate, andspread the total amount of interest throughout the full term of suchindebtedness so that the actual rate of interest on account of suchindebtedness does not exceed the highest lawful rate permitted by applicablelaw; and/or (d) allocate interest between portions of such indebtedness, to theend that no such portion shall bear interest at a rate greater than the highestlawful rate permitted by applicable law. The terms and provisions of thisparagraph shall control and supersede every other conflicting provision of thisNote.

 

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THIS NOTE SHALL BEGOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATEOF DELAWARE.

 

 

 

 

 

 

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EXECUTED effective as of the date first set forthabove.

**MAKER:**

** **

**TFW INC.**

 

By:___________________________Name:                                                 Title:                                                    

 

 

 

**SIGNATURE PAGE TOSECURED PROMISSORY NOTE**