PROMISSORY NOTE SECURED BY DEED OF TRUST

Los Angeles, California
June, 1999

     In consideration of a loan from HABIB AMERICAN BANK (hereinafter  "Lender")
the undersigned (hereinafter "Borrower"), Borrower hereby promises to pay to the
order of Lender at its office in Los Angeles,  California, or at any other place
that may be  designated  in  writing by  Lender,  in lawful  money of the United
States of America, the sum of five hundred sixty thousand dollars ($560,000.00),
plus any and all interest  thereon as stated  herein.  The unpaid balance of the
loan will bear  interest at the rate of the  National  Prime Rate,  which at the
time of execution of this Promissory Note is 7.75% per annum, and which is based
on the Prime Rate  published  in the Wall Street  Journal,  plus  1.25%,  not to
exceed 10% during the first five years of the loan, calculated on the basis of a
360 day year and the number of days elapsed.

     Principal  and interest  shall be paid  monthly and due monthly  commencing
thirty  days from the date of this  Note.  The amount of the  payments  shall be
determined by a ten-year  amortization  of the original  amount of the loan. The
first such payment shall be in the amount of $7,093.84.  All remaining principal
and any accrued unpaid interest shall be due on June 10, 2004 ("Maturity Date").

     This Note is secured by the Deed of Trust, Security Agreement,  and Fixture
Filing,  with  Assignment of Rents and Agreements of the same date as this Note,
executed by Borrower,  as trustor,  in favor of Lender, as beneficiary ("Deed of
Trust"),  and  encumbering  the  real  property  described  in the Deed of Trust
("Property").  The holder of this Note will be entitled  to the  benefits of the
security  provided  by the Deed of Trust and will have the right to enforce  the
covenants and agreements of Borrower contained in the Deed of Trust.

     From and after the  Maturity  Date,  or an  earlier  date on which all sums
owing under this Note become due by  acceleration  or otherwise,  all sums owing
under this Note will bear  interest  until paid in full at a rate equal to three
percent  (3%) per annum in excess of the  National  Prime Rate  specified  above
("Default Rate").

     All  payments  on this Note will be  applied  first to the  payment  of any
costs,  fees,  late charges,  or other charges  incurred in connection  with the
indebtedness  evidenced by this Note; next, to the payment of accrued  interest;
then to the  reduction  of the  principal  balance;  or in any other  order that
Lender requires.

     If:

          (a) Borrower fails to pay when due any sums payable under this Note;

          (b) an uncured Event of Default (defined in the Deed of Trust) occurs;
or


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          (c) any other event or condition  occurs that,  under the terms of the
Deed of Trust,  gives rise to a right of  acceleration  of sums owing under this
Note,

then Lender,  at its sole option,  will have the right to declare all sums owing
under the Note  immediately due.  However,  if any document related to this Note
provides  for the  automatic  acceleration  of payment of sums owing  under this
Note, all sums owing will be  automatically  due in accordance with the terms of
that document.

     Borrower  will have the right to pay,  without  penalty or premium,  on any
monthly payment date, all or any portion of the outstanding  principal amount of
this Note prior to the Maturity Date. Lender will apply all prepayments first to
the payment of any costs,  fees,  late  charges,  or other  charges  incurred in
connection with the indebtedness evidenced by this Note; next, to the payment of
accrued  interest;  then to the  outstanding  principal  amount  of this Note in
inverse order of maturity,  or, at the option of Lender, in the regular order of
maturity; or in any other order that Lender requires.

     Borrower  will pay to  Lender  all  sums  owing  under  this  Note  without
deduction,  offset, or counterclaim of any kind,  provided however that Borrower
does not waive the right to assert any counterclaim  byway of a judicial action.
The  relationship  of  Borrower  and Lender  under  this Note is solely  that of
borrower and lender, and the loan evidenced by this Note and secured by the Deed
of Trust  will in no  manner  make  Lender  the  partner  or joint  venturer  of
Borrower.

     If any attorney is engaged by Lender to enforce or construe  any  provision
of this Note,  the Deed of Trust,  or the other Loan  Documents  (defined in the
Deed of Trust) or as a  consequence  of any uncured  Event of  Default,  with or
without  the  filing  of any legal  action or  proceeding,  then  Borrower  will
immediately pay to Lender on demand all reasonable attorney fees and other costs
incurred by Lender,  together  with  interest  from the date of the demand until
paid at the Default Rate.

     No previous  waiver or failure or delay by Lender in acting with respect to
the terms of this  Note,  the Deed of Trust,  or the other Loan  Documents  will
constitute a waiver of any breach,  default,  or failure of condition under this
Note, the Deed of Trust,  or the other Loan  Documents.  A waiver of any term of
this  Note,  the Deed of Trust,  or the  other  Loan  Documents  must be made in
writing and will be limited to the express written terms of the waiver. If there
are any  inconsistencies  between the terms of this Note and the terms of any of
the other Loan Documents, the terms of this Note will prevail.

     All notice  required or permitted in  connection  with this Note will be in
writing and will be given at the place and in the manner provided in the Deed of
Trust for the giving of notices.

     The persons executing this instrument  represent and confirm that this loan
and the related Deed of Trust are duly  authorized by Borrower.  Borrower waives
presentment;  demand;  notice of  dishonor;  notice of default  or  delinquency;
notice of  acceleration;  notice of  protest  and  nonpayment;  notice of costs,
expenses,  or losses and  interest;  notice of  interest  on  interest  and late
charges; and diligence in taking any action to collect any sums owing under this
Note or in


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proceeding against any of the rights or interests to properties securing payment
of this Note.  Time is of the essence  with  respect to every  provision of this
Note.  This Note will be construed  and enforced in accordance  with  California
law,  except to the extent that Federal laws pre-empt state law, and all persons
and entities in any manner obligated under this Note consent to the jurisdiction
of any Federal or State Court  within  California  having  proper venue and also
consent to service of process by any means  authorized  by California or Federal
law.

                        Quantum Marketing, Inc., a Nevada corporation


                        By /s/ [illegible]
                           -------------------------------------------



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Source: OneCLE Business Contracts.