REAL ESTATE NOTE
 
 
 
 $290,000.00                         Orange County California
 
 
                                                 June 1, 1999
 
 
 
    FOR VALUE RECEIVED, the undersigned (jointly and severally if
 more than one) promises to pay to the order of CAROL GERMAN or
 assignee, the sum of (290,000.00) Dollars ************************
 ********** (TWO HUNDRED NINETY THOUSAND DOLLARS **********
 together with interest thereon at the rate of TEN percent
 (10%) per annum in monthly installments of FIVE THOUSAND DOLLARS
 ($5,000.00).  All unpaid amounts of principal and interest shall be
 due and payable upon December 1, 2001.
 
    Upon the default in any payment of principal or interest 
 as provided herein, the entire balance then remaining unpaid 
 shall immediately become due and payable at the option of the 
 holder hereof.
 
    In the event of default, the undersigned further agrees 
 to pay all reasonable attorney's fees and costs of collection.
 
    Signed this 1st day of June, 1999.
 
 
 
 
    _________________________
    RK FAMILY TRUST, by D. Lory, Trustee
 
 
 
    _________________________
    WITNESS