EXHIBIT 10.61

                          PROMISSORY NOTE



U.S. $246,553.00                                December 31, 1996


     ALTERNATIVE TECHNOLOGY RESOURCES, INC., a Delaware corporation (the
"Company"), hereby promises to pay to The Negri Foundation ("Negri"), Two
Hundred Forty-six Thousand Five Hundred Fifty-three Dollars ($246,553.00),
such amount referred to herein as the "Principal".  This Promissory Note is
given as a replacement for and in consideration of Negri canceling the
Promissory Note listed on the attached Schedule.  Interest payments of Two
Thousand One Hundred Six Dollars ($2,106.00) are to be paid monthly
beginning January 31, 1997.  The Principal, together with any unpaid
accrued interest thereon 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 Negri 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 Negri 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 Negri within
ten (10) days after the Maturity Date, in addition to his other remedies,
Negri 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 Negri notifies the Company in writing of such default, then
Negri, in addition to all remedies conferred upon Negri by law, shall have
the option to declare this Note and any and all promissory notes issued by
the Company to Negri 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 Negri and Negri'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