EXHIBIT 10.64

                          PROMISSORY NOTE



U.S. $347,953.00                                December 31, 1996



     ALTERNATIVE TECHNOLOGY RESOURCES, INC., a Delaware corporation (the
"Company"), hereby promises to pay to James W. Cameron, Jr., as an
individual, ("Cameron") Three Hundred Forty-seven Thousand Nine Hundred
Fifty-three Dollars ($347,953.00), such amount referred to herein as the
"Principal".  This Promissory Note is given as a replacement for and in
consideration of Cameron canceling the Promissory Notes listed on the
attached Schedule.  The Principal, together with interest accrued thereon
from the date the funds are received by the Company, at an annual rate of
ten and one quarter percent (10.25%), shall be due and payable on the
earlier of December 31, 1997 or such time as the Company obtains equity
financing (the "Maturity Date").

     1.   No failure by Cameron to exercise, and no delay in exercising,
any right or remedy hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise by Cameron of any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right or remedy.

     2.   Time is of the essence of this Note.

     3.   If principal and interest shall not be received by Cameron within
ten (10) days after the Maturity Date, in addition to his other remedies,
Cameron may collect, and the Company shall pay on demand, a late charge
equal to two (2) percent of the amount overdue.

     4.   If the Company defaults in the performance of or compliance with
this Note, and such default shall not have been remedied within ten (10)
days after Cameron notifies the Company in writing of such default, then
Cameron, in addition to all remedies conferred upon Cameron by law, shall
have the option to declare this Note and any and all promissory notes
issued by the Company to Cameron to be due and payable, without
presentment, demand for payment, protest, or notice of any kind, all of
which are hereby expressly waived upon maturity by acceleration or
otherwise.

     5.   Except as otherwise provided herein, the Company waives
presentment, demand for payment, protest, or notice of any kind.

     6.   The Company may prepay this Note in whole or in part without a
prepayment charge.  Partial payments shall first be applied to accrued
interest and the balance to principal.

     7.   Principal and accrued interest shall be payable only in the
lawful money of the United States.

     8.   The provisions of the Note shall be binding upon the Company and
its successors and assigns and the terms and provisions of this Note shall
inure to the benefit of Cameron and Cameron's successors and assigns.  This
Note may be amended, supplemented, or changed, and any provision hereof
waived, only by a written instrument making specific reference to this Note
signed by the party against whom enforcement of any such amendment,
supplement, change, or waiver is sought.  The Company agrees to pay all
costs of collection, including, without limitation, attorney's fees, in the
event this Note is not paid when due.

     9.   If any provision of this Note is held by a court of competent
jurisdiction to be void or unenforceable for any reason, the remaining
provisions of this Note shall continue with full force and effect.

     10.  This Note shall be governed by and constructed in accordance with
the laws of the State of California.

     IN WITNESS WHEREOF, the Company has caused this Note to be executed
and delivered on the date and year first above written.


ALTERNATIVE TECHNOLOGY RESOURCES, INC.

By:  GEORGE R. VAN DERVEN

Name: George R. Van Derven
Title: President