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                                                                   EXHIBIT 10.3

                            SECURED PROMISSORY NOTE



$400,000.00                                             Los Angeles, California
                                                               October 29, 1999



FOR VALUE RECEIVED, the undersigned hereby jointly and severally (if
applicable) promises to pay to FINOVA CAPITAL CORPORATION, a Delaware
Corporation, at 355 South Grand Avenue, Suite 2400, Los Angeles, California
90071, or at such other address as the holder may specify in writing, the
principal sum of FOUR HUNDRED THOUSAND AND 00/100 Dollars ($400,000.00) plus
interest as provided below.

This note shall bear interest at the rate of 14.25% per annum, computed on
the basis of a 360 day year for actual days elapsed.  This rate is based upon
the prime rate of interest of 8.25% the rate in effect as of this date.  The
prime rate of interest is the prime rate announced as being charged by
Citibank, N.A. (or any successor thereto), New York, New York, from time to
time.  In the event the prime rate is from time to time hereafter changed,
the rate of interest provided in this note shall be correspondingly changed.
For each month the rate of interest charged under this note shall be based
upon the average prime rate in effect during such month.  In no event shall
the rate of interest chargeable hereunder be less that 1.3% per month.

Principal shall be payable in twelve equal monthly installments of Eleven
Thousand One Hundred Eleven and 00/100 Dollars ($11,111.00) commencing
December 1, 1999 and continue thereafter on the 1st day of each month, plus
interest shall be payable monthly commencing December 1, 1999 and one final
installment on May 21, 2000 equal to all principal outstanding together with
all accrued and unpaid interest.

This note is secured by that certain Loan and Security Agreement
("Agreement") dated October 29, 1999 and is subject to all of the terms and
conditions thereof.  In the event of default under the Agreement, including
but not limited to, the failure to pay any installment of principal or
interest hereunder when due, the holder of this note may, at its election and
without notice to the undersigned, declare the entire balance hereof
immediately due and payable.

If any installment of principal or interest hereunder is not paid when due, the
holder shall have the following rights in addition to the rights set forth in
the preceding paragraph: (a) the right to add unpaid interest to principal and
to have such amount thereafter bear interest as provided in this note, and (b)
if any installment is more than ten days past due, the right to collect a
charge equal to the greater of $15.00 or five percent of the delinquent
payment.  This charge is the result of a reasonable endeavor by the
undersigned and the holder to estimate the holder's added costs and damages
resulting from the undersigned's failure to timely make payments under this
note; hence the undersigned agrees that the charge shall be presumed to be
the amount of the damage sustained by the holder since it is extremely
difficult to determine the actual amount necessary to reimburse the holder of
such damages.  If this note is not paid when due, the undersigned further
promises to pay all costs of collection, foreclosure fees and reasonable
attorneys' fees incurred by the holder whether or not suit is filed hereon.

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Provided the undersigned is not then in default hereunder or under any other
agreement with the holder of this note, this note may be prepaid at any time
prior to one year from the date hereof by paying the balance of principal
owing plus all accrued and unpaid interest and charges, together with a
prepayment charge of N/A on the amount prepaid.

Presentment for payment, notice of dishonor, protest, and notice of protest
are expressly waived.  This note cannot be changed, modified, amended or
terminated orally.

WAIVER OF TRIAL BY JURY. THE UNDERSIGNED, TO THE EXTENT IT MAY LEGALLY DO SO,
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS
NOTE, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE
DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS NOTE OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
IRRESPECTIVE OR WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE
UNDERSIGNED, TO THE EXTENT IT MAY LEGALLY DO SO, HEREBY AGREES THAT ANY SUCH
CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A
COURT TRIAL WITHOUT A JURY AND THAT THE HOLDER OF THIS NOTE MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.

IN WITNESS WHEREOF, this Note has been executed and delivered on the date
first set forth above.



LEE PHARMACEUTICALS
a California corporation




By:  /s/ Ronald G. Lee
     ---------------------------
     Ronald G. Lee, President