PROMISSORY NOTE

$25,000                                       May 27, 2004






         FOR  VALUE  RECEIVED,  the  undersigned  Mendocino  Partners,  Inc.,  a
Delaware  corporation  ("Maker") promises to pay to the order of Arrakis Select,
Ltd.  ("Lender"),  at his  principal  office,  or at such other  place as may be
designated  in writing by the  holders of this  Promissory  Note  ("Note"),  the
principal  sum of TWENTY  FIVE  THOUSAND  AND  00/100  DOLLARS  ($250,000)  (the
"Principal Sum"). The unpaid Principal Sum shall bear interest at 8% until paid.

         The unpaid  Principal Sum and all accrued but unpaid  interest  thereon
shall be due and payable on demand.

         All  payments  to be made  under  this Note  shall be payable in lawful
money of the United States of America which shall be legal tender for public and
private debts at the time of payment.

         In the event that an action is  instituted to collect this Note, or any
portion  thereof,  Maker promises to pay all costs of collection,  including but
not limited to reasonable  attorneys'  fees, court costs, and such other sums as
the court may establish.

         In the event of a default  under this Note when due, then the holder of
this Note, at its election,  may declare the entire unpaid Principal Sum and all
accrued but unpaid interest thereon immediately due and payable.

         Every provision  hereof is intended to be several.  If any provision of
this Note is  determined,  by a court of competent  jurisdiction  to be illegal,
invalid or unenforceable,  such illegality, invalidity or unenforceability shall
not  affect  the  other  provisions  hereof,  which  shall  remain  binding  and
enforceable.

         This Note is made in the State of California and it is mutually  agreed
that  California  law  shall  apply  to  the  interpretation  of the  terms  and
conditions of this Note.

         All  agreements  between  the  holder of this Note and Maker are hereby
expressly limited so that in no contingency or event whatsoever,
 whether by reason of deferment or  acceleration of the maturity of this Note or
otherwise,  shall the rate of interest hereunder exceed the maximum  permissible
under  applicable  law with  respect to the holder.  If, from any  circumstances
whatsoever,  the rate of interest  resulting  from the payment and/or accrual of
any amount of interest  hereunder,  at any time that  payment of interest is due
and/or at any time that interest is accrued,  shall exceed the limits prescribed
by such  applicable  law, then the payment and/or accrual of such interest shall
be reduced to that resulting from the maximum rate of interest permissible under
such applicable law. This provision shall never be superseded or waived.

The makers, endorsers,  and/or guarantors of this Note do hereby severally waive
presentment,  demand,  protest  and  notices of protest,  demand,  dishonor  and
nonpayment.






IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove
set forth.



MENDOCINO PARTNERS, INC.



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Jehu Hand, Chief Financial Officer