EXHIBIT 10.3

                                PROMISSORY  NOTE
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$ 200,000.00                                                   February 13, 2001
                                                              New York, New York

     FOR  VALUE RECEIVED, Victor Ebner Enterprises Inc., a New York company (the
"Borrower"), hereby promises to pay to the order of Daniel L. Hodges, a resident
of Arizona, (the "Lender"), at 5505 North Indian Trail, Tucson, Arizona, or such
other  location as the holder hereof may in writing designate, the principal sum
of  TWO  HUNDRED  THOUSAND  DOLLARS  ($500,000.00).  The Borrower hereby further
promises  to  pay  interest on the unpaid principal balance hereof at a rate per
annum  equal  to  8%.  Interest  shall  accrue daily from the date hereof on the
unpaid principal balance hereof and shall be computed on the basis of the actual
number  of  days  for  which  due.

     This  Note, the entire unpaid principal balance hereof and accrued interest
thereon  shall  be  due  and  payable  on  February  13,  2002.

     The Borrower further agrees to pay a late charge equal to five percent (5%)
of  any  payment  due hereunder that is not paid within fifteen (15) days of its
due  date.

     This  Note may be prepaid in whole at any time or in part from time to time
without  penalty,  provided  that  (a)  each  prepayment shall be in the minimum
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amount  of  $10,000.00,  together  with  all  accrued  interest  thereon and (b)
prepayments  will be applied to the installments due hereon in the inverse order
of  their  maturity.

     All  amounts  to  be  paid  hereunder  shall  be  paid  by wire transfer of
immediately available funds and in lawful money of the United States of America.

     The  Borrower  and  every  guarantor  and  endorser  hereof  hereby  waives
presentment,  demand,  notice  of  dishonor,  protest  and all other demands and
notices in connection with the delivery, acceptance, performance and enforcement
of  this  Note.

     The  Borrower  may not assign its obligations under this Note (by operation
of  law  or  otherwise)  without  the  prior  written  consent  of  the  Lender.

     WAIVER  OF  JURY  TRIAL.  THE  BORROWER  HEREBY  KNOWINGLY, VOLUNTARILY AND
     -----------------------
INTENTIONALLY  WAIVES  ANY RIGHT EITHER IT OR ITS SUCCESSORS OR ASSIGNS MAY HAVE
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TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
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UNDER  OR IN CONNECTION WITH THIS NOTE OR ANY AGREEMENTS CONTEMPLATED HEREBY, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR  ACTIONS  OF  THE  PARTIES  RELATED  HERETO.  THIS  PROVISION  IS  A MATERIAL
INDUCEMENT  FOR  THE  LENDER  TO  ENTER  INTO  THIS  LOAN  AND ACCEPT THIS NOTE.


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     IN  WITNESS  WHEREOF, the Borrower has caused this Note to be duly executed
on its behalf by its duly authorized officer as of the date and year first above
written.


                            Victor  Ebner  Enterprises  Inc.



                           _________________________________________
                                       Christian  Ebner


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