WORKING CAPITAL LINE OF CREDIT



                                                           January 1, 2001


      On or before December 31 2004, Success Development Group, Inc.
(hereinafter "SDG"), a Nevada Corporation, promises to pay to Keith Moore or
his associates or controlled companies (hereinafter "Holder") a sum of up to
$250,000 plus such other and further sums as Holder may hereafter loan or
advance to or for the benefit of in accordance with the terms hereof, together
with interest from said date on the unpaid principal balance hereof at the
rate of ten percent (10%) or $150.00 whichever is greater.  Interest shall be
computed at the above rate on the basis of the actual number of days that the
principal hereunder is outstanding divided by 365 that shall, for the purposes
of this note, be one year.  Interest shall be payable quarterly and if not so
paid shall become part of the principal.

      The unpaid balance of this obligation at any time shall be the total
amounts advanced hereunder by Holder, less the amount of payments made hereon
by or for SDG which balance may be endorsed hereon from time to time by
Holder.

      Upon default, the whole sum of principal and interest shall become due
immediately at the option of Holder.  Default shall include but not be limited
to, the failure of SDG to pay interest or principal when due; the filing as to
SDG or any person obligated hereon, whether as maker, co-maker, endorser or
guarantor of a voluntary or involuntary petition under the provisions of the
Federal Bankruptcy Act, the issuance of any attachment or execution against
any material asset of SDG, default by SDG on any obligation concerning the
borrowing of money or the deterioration of the financial condition of SDG
which results in Holder deeming SDG insecure.

      In the event of default, at the option of Holder, interest may be
charged on the amount delinquent at a rate no more than 3% greater than the
interest rate contracted for on the principal herein, effective from the date
that such amount(s) shall become overdue, and the day following any other
event of default.  Such increased rate of interest shall continue until such
delinquent amount(s) with interest thereon at the increased rate shall have
been paid or such other event of default has been cured to the satisfaction of
Holder.

      If this note is not paid when due, SDG promises to pay all costs and
expenses of collection including reasonable attorneys fees incurred by Holder
on account of such collection, whether or not suit is filed thereon. The
indebtedness evidenced hereby shall be payable in lawful money of the United
States of America.

      This Note shall be deemed entered into in Orange County, California and
will be governed by and interpreted in accordance with the substantive laws of
the State of California.  The parties agree that any dispute arising under
this Note shall be resolved in the state or federal courts within the State of
California and SDG expressly consents to jurisdiction therein.

      This note may be extended or renewed by mutual agreement of SDG and
Holder in writing for any reason and at any time.




                           Success Development Group, Inc.
                           A Nevada Corporation


                           /s/  Keith Moore
                  By:      ____________________________________
                           Keith Moore
                           Secretary
                  Dated:   January 1, 2001



                  Name:    Keith C. Moore

                           /s/ Keith Moore
                           ____________________________________

                  Dated:   January 1, 2001