PROMISSORY NOTE



Principal Amount: $80,000                                 Interest Rate: 10.00%

      In consideration of value received, receipt of which is hereby
acknowledged, MONTGOMERY REALTY GROUP, INC., a Nevada corporation ("Borrower")
promises to pay to DINESH MANIAR, or order, in lawful money of the United States
of America, the principal amount of Eighty Thousand Dollars ($80,000.00) or so
much as may be outstanding, together with interest on the unpaid principal
balance, payable monthly, at the rate of ten percent (10.00%) per annum, as set
forth below.  All payments under this note shall be made payable to DINESH
MANIAR, or order.

Interest & Principal Payments:  Interest and principal shall be payable monthly,
in six (6) equal monthly installments, due and payable on the first day of each
month, commencing July 1, 1999 and continuing each month thereafter.  Each
monthly payment shall be an amortizing payment inclusive of both interest and
principal.  The amount of the monthly payment shall be Thirteen Thousand Seven
Hundred Twenty Four Dollars and 91 cents ($13,724.91).

Prepayment:  This note may be prepaid, in whole or in part, prior to the
maturity dates set forth above, without a prepayment penalty or other charge
therefore.

Late Charges:  In the event that any interest payment required hereunder is not
paid on the due date and more than five (5) days shall have elapsed since the
due date, then Borrower shall pay to Promisee a late charge equal to ten percent
(10%) of the payment due.

Waiver:  The Promisee may delay or forgo enforcing any of his rights or remedies
under this Note without losing them.  Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor.  Upon any
change in the terms of this Note, and unless otherwise expressly agreed in
writing, no party who signs this Note, whether as maker, guarantor or
accommodation maker or endorser, shall be released from liability.  All such
parties agree that Promisee may renew or extend (repeatedly and for any length
of time) this Note, or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Promisee's security interest, if any, and take
such other action deemed necessary by Promisee without the consent of or notice
to anyone.  All such parties agree that Promisee may modify this Note without
the consent of or notice to anyone other than the party with whom this
modification is made.

Attorneys Fees:  This Note shall be governed by the laws of the State of
California.  In the event any action is taken by the Promisee to enforce
collection of any sum due under this Note, the maker agrees to pay, in addition
to all other sums chargeable hereunder, reasonable costs and attorneys fees
incurred in collection of this Note.

Counterparts:  This Note may be executed in counterparts, each of which shall be
deemed an original.


Dated: June 2, 1999


                                   /s/ Clemons F. Walker
                                   -----------------------------
                                   Clemons F. Walker
                                   President
                                   Montgomery Realty Group, Inc.
                                   a Nevada corporation