EXHIBIT 10.6
                                 PROMISSORY NOTE



         The undersigned,  UMDN, Inc., a Delaware corporation ("Payor"),  hereby
promises  to pay to Kent and Starla  Keith,  or their  order  ("Payee"),  at 217
Ashland Avenue, Santa Monica, California 90405 or at such other address as Payee
may  hereafter  specify in a written  notice to Payor,  on the Due Date (as such
term is defined  below),  in lawful money of the United States of America and in
immediately  available  funds, a sum equal to the aggregate  principal amount of
the advances  (the  "Advances")  that are made by Payee to Payor at any time and
from time to time  following  the date hereof  through the date of such payment.
Payor  further  promises to pay to Payee on the Due Date  interest on the unpaid
principal amount of the Advances  outstanding from time to time calculated at an
annual rate of 8 % from the date of each such Advance  until all of the Advances
are paid in full. The Due Date shall be the date on which Payee demands payment,
which  demand may not be made until the second  anniversary  of the date hereof,
November 30, 2001, which is the date of the first Advance.  Payee agrees to make
available under the terms of this note, funds in the amount of $350,000.


         Payor may prepay  all or any  portion of this Note at any time and from
time to time; any such prepayment shall be applied first to all interest accrued
and  unpaid on the  principal  amount  hereof  and then to the  oldest  Advances
outstanding in the order in which such Advances were originally made.

         If any of the  following  events  (each,  an "Event of Default")  shall
occur:  (i) a decree or order by a court  having  jurisdiction  in the  premises
shall have been  entered  for relief in respect of Payor  under  Title 11 of the
United States Code, as now constituted or as hereafter  amended (the "Bankruptcy
Code"),  or under any other  applicable  Federal  or State law,  or a  receiver,
custodian, liquidator, assignee, trustee, sequestrator or other similar official
of Payor or of any  substantial  part of its assets or property  shall have been
appointed and any such decree or order shall continue unstayed and in effect for
a period of sixty (60)  consecutive  calendar  days;  or (ii) Payor shall file a
petition or answer or consent seeking relief under the Bankruptcy Code, or under
any other  applicable  Federal  or State  law,  or consent to the filing of such
petition or the  appointment  of a receiver,  custodian,  liquidator,  assignee,
trustee, sequestrator or similar official of Payor or of any substantial part of
its assets or property;  or (iii) Payor shall make an assignment for the benefit
of  creditors or admit in writing its  inability  to pay its debts  generally as
they become due or take action in furtherance of any such action;  or (iv) Payor
shall  discontinue  the  active  conduct  of its  business  for a period  of ten
consecutive  days or more; or (v) the dissolution or liquidation of Payor;  then
the entire outstanding  principal balance hereof,  together with all accrued and
unpaid  interest   thereon,   shall  be  immediately  due  and  payable  without
presentment,  demand,  protest or other  notice and Payee may proceed to protect
and  enforce  Payee's  rights  either by suit in equity or by action at law,  or
both,  or in aid of the exercise of any power granted in this Note or proceed to
enforce any other legal or equitable right of Payee hereunder.

         Payor,  for  itself  and  its  legal  representatives,  successors  and
assigns,  expressly waives, to the extent not specifically  provided for herein,



presentment,  protest, demand, notice of dishonor, notice of nonpayment,  notice
of  maturity,  notice of protest,  presentment  for the purpose of  accelerating
maturity and diligence in collection.

         If it should become necessary or advisable to employ counsel to collect
this Note or to enforce the rights of Payee  hereunder,  Payor agrees to pay the
reasonable  attorneys' fees and costs of the holder hereof,  whether or not suit
is brought.  Further,  all attorneys' fees incurred by Payee in enforcement of a
judgment are recoverable  separately from any attorneys' fees as aforementioned.
In addition,  this  post-judgment  attorneys'  fees  provision is intended to be
severable  from the other  provisions  of this Note and is further  intended  to
survive any judgment and is not to be deemed merged into such judgment.

         This Note may only be changed,  modified,  amended or  terminated  by a
writing signed by both parties.

         This  Note  shall  be  governed  by,  and  construed  and  enforced  in
accordance  with,  the internal  laws of the State of  California  applicable to
instruments  made and to be  performed  entirely  in such  jurisdiction  without
giving effect to the conflicts of laws principles thereof.

                                                     UMDN, Inc.



                                                     By:  /s/
                                                         -----------------------
                                                         Kent Keith, President