EXHIBIT 10.02


FIXED RATE NOTE


PROMISSORY NOTE


$500,000.00                Effective November 6, 2003, San Francisco, California


         FOR VALUE RECEIVED,  the undersigned  ("Maker")  promises to pay to the
order of AVI FALIKS  ("Holder") at 501  Grandview  Drive,  Suite 100,  South San
Francisco,  California, 94080, or such other place or to such other party as the
"Holder" hereof may from time to time  designated in writing,  the principal sum
of Five Hundred  Thousand Dollars  ($500,000.00),  in lawful money of the United
States of America  together with interest on the unpaid  principal  from time to
time  outstanding,  at a rate  determined as set forth below,  until fully paid.
Except as set forth herein  below to the  contrary,  the  maturity  date of this
Promissory  Note shall  begin on  November  6, 2003 and end on November 5, 2004,
wherein on November 5, 2004 the entire  unpaid  principal  balance of this Note,
plus all accrued interest thereon, shall be due and payable.

         The interest  rate shall be a fixed rate equal to five percent (5%) per
annum over the term of the Loan.  Payments of interest  shall be due and payable
on the  last  day of  each  quarter,  calculated  on the  amounts  of  principal
outstanding.

         The  indebtedness  evidenced  by this Note may be prepaid in full or in
part at any time upon thirty (30) days advanced  written  notice to "Holder" and
with no prepayment penalty or other charge.

         If default be made in the payment of any  installment of interest or if
the entire balance of the principal and accrued interest hereof is not paid upon
the maturity  hereto,  then all the unpaid  principal  and all the interest then
accrued  thereon,  at the option of "Holder",  shall become  immediately due and
payable without demand or notice.

         The "Maker" and any endorsers or guarantor of this Note for themselves,
their  heirs,  legal  representative,   successors  and  assigns,  respectively,
severally waive  presentment,  demand,  protest and notice of dishonor and waive
any right to be released by reason or any  extension  of time or change in terms
or  payment  or any change or  release  of any  security  given for the  payment
hereof.

         Any married person  executing this note agrees that recourse may be had
against his separate property for all his obligations and liabilities hereunder.

         This Note is not assumable without written consent of "Maker",  nor may
it be assigned.

         Holder understands that in making this Loan,  beneficiary is relying on
a material extend upon the business expertise and net worth of Maker.


<PAGE>


         GENERAL  PROVISIONS.  Lender may delay or forego  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,  protest, and notice of dishonor. Upon any changes 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 from 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.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND UNDERSTANDS ALL OF THE PROVISIONS
OF THIS NOTE,  INCLUDING THE FIXED INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

IN  WITNES  WHEREOF,  this  Promissory  Note has been  executed  this 5th day of
November, 2003 but effective as of the 6th day of November 2003.



HOLDER:


/s/ A. FALIKS                               DATE: 11/06/03
_____________________
    A. Faliks



MAKER:


/s/ DR. C. ALLEN WALL                       DATE: 11/06/03
_____________________
    Dr. C. Allen Wall
    AccuImage Diagnostic Co.