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                                                                   EXHIBIT 10(2)



                    NOTE EXTENSION AND MODIFICATION AGREEMENT
         THIS NOTE EXTENSION AND MODIFICATION AGREEMENT ("Agreement") is entered
into by and between JILCO INDUSTRIES, INC., a California corporation ("Payor")
and LEONARD M. ROSS, a California resident ("Payee").

         Payor and Payee do hereby mutually acknowledge and agree that Payor is
presently liable for the indebtedness represented by a certain promissory note
payable to Payee in the original principal amount of FORTY THOUSAND DOLLARS
($40,000.00) ("Note" herein), which has a present outstanding balance as of the
date hereof of FORTY THOUSAND DOLLARS ($40,000.00) plus accrued interest.

         NOW, THEREFORE, FOR VALUABLE CONSIDERATION IN HAND
RECEIVED, the parties hereto, and each of them, do hereby agree that effective
as of the date hereof, the unpaid principal portion of the Note and all unpaid
accrued interest, if any, shall be all due and payable on December 31, 1991.

         Nothing contained herein shall be deemed to affect the obligation of
Payor regarding the payment of interest accrued on the Note through the date
hereof, or to affect any obligations of Payor under the Note, except as set
forth herein.

         IN WITNESS WHEREOF, the parties hereto, and each of them, have executed
this Agreement as of the 7th day of November, 1989.

                                        JILCO INDUSTRIES, INC.
                                        a California corporation


                                        By /s/ Byron Wayne
                                          -------------------------------------
                                          Byron Wayne, President

                                          "Payor"



                                          /s/ Leonard M. Ross
                                          -------------------------------------
                                          Leonard M. Ross

                                          "Payee"