EXHIBIT 10.7

                         PROMISSORY NOTE TO KEVIN RYAN
                            DATED DECEMBER 23, 2002




<PAGE>


                             SECURED PROMISSORY NOTE

                               NOTICE TO BORROWER:
                THIS NOTE REQUIRES A BALLOON PAYMENT AT MATURITY

$852,680.20                    Las Vegas, Nevada               December 23, 2002

         For value  received,  Crystalix  Group  International,  Inc.,  a Nevada
corporation ("BORROWER"), promises to pay to the order of Kevin Ryan ("LENDER"),
at 3950 East Patrick Lane,  Suite 101, Las Vegas,  Nevada  89120,  Eight Hundred
Fifty Two Thousand Six Hundred  Eighty and 20/100  Dollars  ($852,680.20),  with
interest on the unpaid  principal  balance at ten  percent  (10%) per annum (the
"INTEREST  RATE").  This  Secured  Promissory  Note  (this  "NOTE") is a secured
obligation of Borrower.

         1.       INTEREST RATE.

                  (a)      Interest  on the  unpaid  principal balance hereunder
shall accrue from the date  first  set forth  above ("COMMENCEMENT DATE") at the
Interest Rate.

                  (b)      The Interest Rate shall be calculated on the basis of
the unpaid principal  balance  hereunder  and the  actual number of days elapsed
over a 365-day year.  Notwithstanding  anything  contained  in this  Note to the
contrary, if collection from Borrower of interest at the Interest Rate would  be
contrary to applicable laws, then the Interest Rate in effect on  any  day shall
be the  highest  interest  rate  which  may  be  collected  from  Borrower under
applicable laws on such day.

         2.       PAYMENTS.  All  principal and accrued unpaid interest shall be
due and payable no later than April 1, 2003.

         3.      This Note is secured by that certain Security Agreement of even
date herewith ("SECURITY  AGREEMENT")  encumbering  certain "PROPERTY," as  such
term is defined in the Security Agreement. This Note, together with the Security
Agreement and any other documents, agreements  or  instruments  relating to  the
loan  evidenced  by  this Note, or securing this Note and the Property, shall be
collectively referred to as the "OBLIGATIONS."

         4.       Upon  any  Event of  Default, as  such term is defined in this
Section  4,  Lender  may  declare  the  entire  principal balance  of  the  Note
immediately due and payable, and shall have the  rights provided in the Security
Agreement and by applicable law.  The occurrence of any of the  following events
shall constitute an "EVENT OF DEFAULT" under this Note:

                  (a)      Borrower  fails  to  make  any payment of interest or
principal when due under the Obligations.

                  (b)      Any Event of Default occurs under the Obligations.

                  (c)      The  dissolution of Borrower, whether pursuant to any
applicable laws, or  otherwise, or  the sale, transfer or conveyance by Borrower
of fifty percent (50%) or more of the


                                       1
<PAGE>



outstanding  voting  interests  of  stock of  Borrower or the equity interest in
Borrower to any person or entity.

                  (d)      Borrower  commences a case or other proceeding, or if
an involuntary case or  other  proceeding  shall  be commenced  against Borrower
seeking liquidation, reorganization or other  relief  with  respect to its debts
under  any  bankruptcy,  insolvency  or  other  similar debtor relief law now or
hereafter  in  effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, and any such  involuntary  case  or other  proceeding shall remain
undismissed and unstayed for a period of sixty (60) days.

                  (e)      Borrower  subordinates  the Security Agreement to any
other security interests that may hereafter by placed upon the Property.

                  (f)      Borrower  shall make an assignment for the benefit of
creditors, or admit in  writing its inability to pay its debts generally as they
become due.

                  (g)      Any  Transfer of Interest (as defined in the Security
Agreement) occurs.

                  (h)      A  notice  of lien, levy  or assessment  is  filed of
record or  given  to Borrower with  respect to all or any of the Property by any
federal, state, local department or agency, and such lien, levy or assessment is
not  released  or paid within a reasonable period of time but in no event longer
than twenty (20) days from the date such lien, levy or assessment is filed.

                  (i)      Lender,  in  good  faith, believes  the  prospect  of
payment or performance by  Borrower  under  the  Obligations is  impaired and if
Borrower is unable or unwilling to provide adequate written assurances to Lender
of  its  ability  to  fully  perform  under  this  Note  within thirty (30) days
following delivery of written notice.

                  (j)      Any  representation  or  warranty of  Borrower in the
Obligations  is  not  materially true, correct and complete, or if  any material
statement, report or certificate made or  delivered by Borrower or its officers,
employees or agents is not true, correct and complete when made.

         5.       If  any  Event of Default shall  occur and said default is not
cured within five (5) days, or such time as may be provided in Article 4 hereof,
after the date of written notice sent by Lender  to Borrower  at the address set
forth  herein notifying Borrower of the default, the total of the unpaid balance
of  principal  and  the  accrued  unpaid  interest  (past  due  interest   being
compounded) shall then  begin accruing  interest at the rate stated in the first
paragraph above plus eight percent (8.00%) per annum (the "DEFAULT RATE"), until
such time as all past due payments and accrued interest are paid.  Provided  the
default  is  cured  within said five (5) day time period, or such time as may be
provided  in  Article  4 hereof, the interest  rate will  revert to the Interest
Rate. Borrower acknowledges that the effect of this Default Rate provision could
operate  to  compound  some of the interest obligations due, and Borrower hereby
expressly assents to such compounding should it occur.


                                       2
<PAGE>


         6.       Borrower:

                  (a)      waives  demand,  diligence,  presentment for payment,
protest and demand,  notice  of  extension, dishonor,  protest, demand  and non-
payment of this Note; and

                  (b)     agrees that Borrower will pay any collection expenses,
court costs and actual  attorney's fees  which may be incurred in the collection
or enforcement of this Note or any part of the Obligations.

         7.       Borrower reserves the privilege of making optional payments of
principal in  increments  of  any  amount  at  any  time,  without penalty.  Any
prepayment shall be applied first to  accrued  interest  and  then to principal.
Such  an  optional  payment  shall  not  either  constitute a credit on the next
installment becoming due and payable as herein above  provided, nor postpone the
due date thereof.

         8.       If  Borrower, or its successor in interest, shall sell, convey
or alienate the Property  encumbered by the  Security Agreement securing payment
hereof, or any part hereof, or any interest therein, or shall be divested of its
title  or  any  interest  therein, in  any manner or way, whether voluntarily or
involuntarily,  without  the  written  consent  of the holder of this Note being
first had and obtained, the holder of this Note  shall  have  the  right, at its
option,  to declare any indebtedness or  obligation  secured  by  said  Security
Agreement,  irrespective  of  the  maturity  date specified in this Note, or any
other Note evidencing the same, to be immediately due and payable.

         9.      This Note shall be construed according to the laws of the State
of Nevada.

         10.      All  notices, requests and other communications hereunder must
be in writing and will  be  deemed  to  have been  duly given  only if delivered
personally or by facsimile transmission or mailed  (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

         If to Borrower:           Crystalix Group International, Inc.
                                   5720 South Arville Street, Suite 114
                                   Las Vegas, Nevada  89118
                                   Attn:  Mr. Armin Van Damme
                                   Fax No.:

         with a copy to:           Silver State Legal
                                   4625 West Nevso Drive
                                   Las Vegas, Nevada  89103
                                   Attn:  Mr. Christopher R. Grobl, Esq.
                                   Fax No.:

                                       3

<PAGE>


         If to Lender:             Mr. Kevin Ryan
                                   3950 East Patrick Lane
                                   Suite 101
                                   Las Vegas, Nevada  89120
                                   Fax No.: 891-0555

         with a copy to:           Gordon & Silver, Ltd.
                                   3960 Howard Hughes Parkway
                                   9th Floor
                                   Las Vegas, Nevada  89109
                                   Attn:  Stephen B. Yoken, Esq.
                                   Fax No.: (702) 369-2666



         IN WITNESS WHEREOF,  Borrower has caused this Note to be executed as of
the date first set forth above.

                                    BORROWER:

                                    Crystalix Group International, Inc.
                                    a Nevada corporation


                                    By:   /s/ OTHMAR VAN DAM
                                       ----------------------------------------
                                    Name:  OTHMAR VAN DAM
                                          -------------------------------------
                                    Its:     VICE PRESIDENT
                                         --------------------------------------









                                       4