EXHIBIT 10.10

                         SECURED PROMISSORY NOTE DATED
                         DECEMBER 1, 2003 TO KEVIN RYAN




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                             SECURED PROMISSORY NOTE

$1,010,000                      Las Vegas, Nevada               December 1, 2003

         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, One Million Ten
Thousand and 00/100 Dollars ($1,010,000),  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  evidencing
amounts advanced by Lender to Borrower prior to the date hereof ("ADVANCES").

         1.   INTEREST RATE.

              (a)    Interest on  the  unpaid principal  balance hereunder shall
accrue at the Interest Rate from the date of each Advance.

              (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 December 1, 2004.

         3.   This  Note  is secured by that  certain Security  Agreement  dated
December  23,  2002,  as  amended  ("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 outstanding  voting  interests of stock of
Borrower or the equity interest in Borrower to any person or entity.


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              (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.

         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


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              (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:  John S. Woodward, President
                             Fax No.: (702) 740-4611

     If to Lender:           Mr. Kevin Ryan
                             3950 East Patrick Lane, Suite 101
                             Las Vegas, Nevada 89120
                             Fax No.: (702) 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




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         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/ JOHN S. WOODWARD
                                         ---------------------------------------
                                         John S. Woodward, President

























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