Exhibit 10.3

                                 PROMISSORY NOTE
                                 ---------------

$11,000.00                                                     December 31, 2004
                                                               Beverly Hills, CA

     For value received, Riddle Records. Inc. (collectively, the "Company"),
promises to pay Jacques Tizabi (the "Holder"), the principal sum of Eleven
Thousand Dollars ($11,000.00), plus interest accruing from January 1, 2005 on
the unpaid principal amount at a rate equal to nine percent (9%) per annum,
which shall be payable on the Due Date of this Note. This Note is subject to the
following terms and conditions.

     1. Amounts Owed. As of the date of this Promissory Note, the Holder has
advanced multiple amounts to the Company on or before December 31, 2004. The
principal amounts of such advances from the beginning of time until the date of
this Note have totaled Eleven Thousand Dollars ($11,000.00), plus accrued
interest. The Company hereby acknowledges receipt of the foregoing advance of
funds by the Holder under previous Notes. The parties acknowledge that the
foregoing amounts have been previously advanced. This Agreement, when executed,
shall replace any and all prior agreements between the parties. In consideration
for the extension of the Due Date of any and all notes which may have existed
heretofore, Company and Holder hereby agree that the total unpaid amount of any
and all previously executed notes (including this Note), including all accrued
interest shall be agreed and acknowledged as Twelve Thousand Dollars
($12,000.00), plus interest accruing beginning on January 1, 2005.

     2. Maturity. Principal and any accrued but unpaid interest under this Note
shall be due and payable in a single installment on June 30, 2005 (the "Due
Date").

     3. Payment. All payments shall be made in lawful money of the United States
of America in such place as the Holder hereof may from time to time designate in
writing to the Company. Payments shall be credited first to the accrued interest
due and payable and the remainder applied to principle. Prepayment of this Note
may be made at any time without penalty.

     4. Transfer; Successors and Assigns. The terms and conditions of this Note
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Notwithstanding the foregoing, the Company and the
Holder may not assign, pledge or otherwise transfer this Note and/or their
rights or obligations thereunder without the prior written consent of the other
party. Upon written consent of the other party, this Note may be transferred
only upon surrender of the original Note for registration of the transfer, duly
endorsed, or accompanied by a duly executed written Instrument of transfer in
form satisfactory to the Holder. Thereupon, a new note of the same principal
amount and interest will be issued to, and registered in the name of, the
transferee. Interest and principal are payable only to the registered holder of
this Note.

     5. Governing Law. This Note and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of
California, without giving effect to the principles of conflicts of law.

     6. Notices. Any notice required or permitted by this Note shall be in
writing and shall be deemed sufficient upon delivery, when delivered personally
or by a nationally recognized delivery service (such as Federal Express or UPS),
or forty-eight (48) hours after being deposited in the U.S. mail, as certified
or registered mail, with postage prepaid, addressed to the party to be notified
at such party's address as set forth below or subsequently modified by written
notice.

<PAGE>

     7. Amendments and Waivers. Any term of this Note may be amended only with
the written consent of the Company and Holder. Any amendment or waiver affected
in accordance with this Section 7 shall be binding upon the Company, the Holder
and each transferee of the Note if permitted.

                                                     COMPANY:

                                                     RIDDLE RECORDS, INC.

                                                     By: /s/ Ali Moussavi
                                                         -----------------------
                                                     Its: CFO



AGREED TO AND ACCEPTED:

HOLDER:
JACQUES TIZABI


/s/ Jacques Tizabi
------------------
Jacques Tizabi