SECURED PROMISSORY NOTE

Date:  June 12, 2003

1.                  For value received, COMPANY B, L.L.C. (“Borrower”) promises to pay to COMPANY A, Inc. (“Lender”) the principal sum of $15,000.00 together with interest thereon at the rate of prime plus ½% based on the last day of the month as posted in the Wall Street Journal, per annum from the first day of the month following execution of this Secured Promissory Note (“Note”) payable as follows:

A.                Payments of principal will be in the amount of $500.00 plus accrued interest at the rate stated above will be paid monthly.

B.                 Advance payments or other additional payments may be made on this Note at any time.  Except as otherwise provided in this Note, each payment shall be first applied to the payment of accrued interest and second to the payment of principal.

2.                  In no event shall the interest rate exceed 6% for any month during the term of this agreement.

3.                  This Note is secured by a Security Agreement dated the same day as this Note.  Any default under this Note or under the Security Agreement, permits the holder to, without notice or demand, declare the entire unpaid balance of this Note to be immediately due and owing.

4.                  All makers waive demand, presentment, notice of nonpayment, and protest.  This Note is binding upon the borrower and its successors and assigns.

Borrower:  COMPANY B, L.L.C.

By:

Its: