Exhibit 10.12
                                 PROMISSORY NOTE

Principal: $246,127.89
Loan Date: 05-24-2004
Maturity: 05-31-2005
Loan No: 00006
Account: 707901
Officer: SHF

Borrower:
Lenscard Corporation, a Delaware Corporation
C/O Bemel & Ross
11601 Wilshire Blvd #2150
Los Angles, CA  90025

Lender:
City National Bank, NA
Entertainment Department #567000
400 North Roxbury Drive, Suite 400
Beverly hills, CA  90210

Principal Amount: $246,127.89
Initial Rate: 4.000%
Date of Note: May 24, 2004

PROMISE TO PAY. LENSCARD CORPORATION, A DELAWARE CORPORATION ("Borrower")
promises to pay to City National Bank, NA ("Lender"), or order, in lawful money
of the United States of America, the principal amount of Two Hundred Forty-six
Thousand One Hundred Twenty-seven & 89/100 Dollars ($246,127.89), together with
interest on the unpaid principal balance from May 24, 2004, until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 11 principal payments of $6,836.89 each and one
final principal and interest payment of $171,510.83. Borrower's first principal
payment is due June 30, 2004, and all subsequent principal payments are due on
the last day of each month after that. In addition, Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning on June 30,2004, with all subsequent interest payments to be due on
the last day of each month after that. Borrower's final payment due May 31,
2005, will be for all principal and all accrued interest not yet paid. Unless
otherwise agreed or required by applicable law, payments will be applied first
to accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs and late charges. The annual interest rate for this Note
is computed on a 365/360 basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing.

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VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the City National Bank Prime
Rate (the "Index"). Prime Rate shall mean the rate most recently announced by
Lender at its principal office in Beverly Hills, California, as its "Prime
Rate." Any change in the Prime Rate shall become effective on the same business
day on which the Prime Rate shall change, without prior notice to Borrower.
Lender will tell Borrower the current Index rate upon Borrower's request. The
interest rate change will not occur more often than each day. Borrower
understands that Lender may make loans based on other rates as well. The Index
currently is 4.000%. The interest rate to be applied to the unpaid principal
balanced of this Note will be at a rate equal to the Index, resulting in an
initial rate of 4.000%. NOTICE: Under no circumstances will the interest rate on
this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of the default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due and may result in
Borrower's making fewer payments. Borrower agrees not to send Lender payments
marked "paid in full", "without recourse", or similar language. If Borrower
sends such a payment, Lender may accept it without losing any of Lender's rights
under this Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment
constitutes "payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: City National Bank, NA; Entertainment Department
#667000, 400 North Roxbury Drive, Suite 400; Beverly Hills, CA 90210.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged a
5.000% of the unpaid portion of the regularly scheduled payment or $10.00,
whichever is greater.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender
at its option, may, if permitted under applicable law, increase the variable
interest rate on this Note to 5.000 percentage points over the Index.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

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Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation, covenant
or condition contained in any other agreement between Lender and Borrower.

Default In Favor of Third Parties. Borrower or any Grantor defaults under any
loan, extension of credit, security agreement, purchase or sales agreement, or
any other agreement, in favor of any other creditor or person that may
materially effect any of Borrower's property or Borrower's ability to repay this
Note or perform Borrower's obligations under this Note or any of the related
documents.

False Statements. Any warranty, representation or statement made or furnished to
Lender by Borrower or on Borrower's behalf under this Note or the related
documents is false or misleading in any material respect, either now or at the
time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any time of
creditor workout, or commencement of any proceeding under any bankruptcy or
insolvency laws by or against broker.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as
to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to
any Guarantor of any of the indebtedness or any Guarantor dies of becomes
incompetent, or revokes or disputes the validity of, or liability under, any
guaranty of the indebtedness evidenced by this Note.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or
more of the common stock of the Borrower.

Adverse Change. A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of this
Note is impaired.

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Insecurity. Lender in good faith believes itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid balance on
this Note and all accrued unpaid interest immediately due, and then Borrower
will pay that amount.

ATTORNEY'S FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorney's fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorney's fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of California. This note
has been accepted by Lender in the State of California. CHOICE OF VENUE. If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of LOS ANGELES county, State of California.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lenders and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: City National
Bank, NA, P.O. Box 60938, Los Angeles, CA 90060-0938.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released form liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations under this Note are joint
and several.

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PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL OF THE PROVISIONS
OF THIS NOTE, INCLUDIGN THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES
TO THE TERMS OF THE NOTE.

BORROWER ACKNOWEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE:

BORROWER:

LENSCARD CORPORATION, A DELAWARE CORPORATION

By: /s/ Alan Finkelstein
ALAN FINKELSTEIN,
President/Secretary of
LENSCARD CORPORATION,
A DELAWARE CORPORATION