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                                  EXHIBIT 10.8

                            UNSECURED PROMISSORY NOTE

                             DATED NOVEMBER 12, 1999

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                            UNSECURED PROMISSORY NOTE
$25,000.00                                                    November 12, 1999

         FOR VALUE RECEIVED, Jumpmusic.com, Inc. a Nevada Company with offices
at 210 San Antonio Circle, Suite 105, Mountain View California 94040 (the
"Debtor"), hereby promises to pay to the order of Jan M. Mathews, 163 Bridgton
Court, Los Altos, California 94022 ("Payee"), at a place to be designated by
Payee or any subsequent holder hereof, the principal sum of Twenty Five THOUSAND
DOLLARS ($25,000.00). The unpaid principal balance shall bear interest from the
date of this Note at the rate of eight percent (8 %) per annum and shall be
payable in quarterly installments, commencing on January 1, 2000, and proceeding
on a quarterly basis thereafter until all sums owing under this Note are paid in
full. All sums due under this Note, including all unpaid principal and interest,
shall be payable on or before December 31, 2000. If an Event of Default, as
defined hereinbelow, occurs, any and all remaining principal and interest
hereunder shall be due and payable (whether at maturity, by acceleration, or
otherwise) and thereafter, on demand. Prior to an Event of Default, each payment
shall be applied to the principal. After an Event of Default, each payment shall
be applied to interest first and then principal second. Interest shall be
calculated on the basis of a 365-day year. In no event shall the rate of
interest hereunder exceed the maximum interest rate permitted by applicable law.

         If the Debtor shall fail to make any payment herein on the date
provided for (and such default shall continue for a period of 10 days), or if
the Debtor shall make an assignment for the benefit of creditors or make or send
a notice of intended bulk transfer, or if a meeting of creditors is convened or
a committee of creditors is appointed for, or any petition or proceeding for any
relief under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, receivership, liquidation, or dissolution law or statute
now or hereunder in effect (whether at law or in equity) is filed or commenced
by or against the Debtor or any property of the Debtor, or if any trustee or
receiver is appointed for the Debtor or any such property (collectively, an
"Event of Default") then and in any such event (in addition to all rights and
remedies of the Payee under the Agreement, applicable law and otherwise, all
such rights and remedies being cumulative, not exclusive and enforceable
alternatively, successively, and concurrently), the Payee may, at its option,
declare all amounts owing under this Note to be due and payable, whereupon the
maturity of the then unpaid balance thereof shall be accelerated and the same,
together with all interest accrued thereon, if any, shall forthwith become due
and payable.

         The Debtor and all endorsers, guarantors, and sureties hereof hereby
severally waive diligence, demand, presentment, protest, and notice of any kind,
and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.

         The Debtor may, at its option, at any time and from time to time,
prepay all or any part of the principal balance of this Note, without penalty or
premium and each such prepayment shall be applied to the installments of
principal hereunder in the inverse order of maturity.

         This Note may not be changed, modified, or terminated orally, but only
by an agreement in writing signed by the party to be charged.

         In the event the Payee or any holder hereof shall refer this Note to an
attorney for collection, the Debtor agrees to pay, in addition to unpaid
principal and interest, all the costs and expenses incurred in attempting or
effecting collection hereunder, including reasonable attorney's fees, whether or
not suit is instituted.

         In the event of any litigation with respect to any of the Note, the
Debtor waives the right to a trial by jury and all rights of set-off and rights
to interpose counterclaims and cross-claims. The Debtor hereby irrevocably
consents to the jurisdiction of the courts of the State of California and of any
Federal court located in such State, and further irrevocably consent to venue in
Orange County, California in connection with any action or proceeding arising
out of or relating to the Note. This Note shall be governed by California law.

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"Payee"                                           "Debtor"

  /s/  Jan Mathews                                Jumpmusic.com
-----------------------------
Jan Mathews


                                                     /s/  Richard Mathews
                                                  -----------------------------
                                                  BY:  Richard Mathews
                                                  ITS:  President