EXHIBIT 10.3

                             SECURED PROMISSORY NOTE
                          (Secured by a Deed of Trust)
                              (hereinafter "NOTE")


Up To Three Hundred Thousand Dollars                         Encino, California
($300,000)                                                      August 18, 1998


For value received, the undersigned  maker/borrower,  namely ADVANCED KNOWLEDGE,
INC. (hereinafter "BORROWER") hereby promises to pay to BUDDY YOUNG (hereinafter
"HOLDER"),  at 17337 Ventura Blvd.,  Suite 224 Encino,  California  91316, or at
such other place as may be designated in writing by the HOLDER of this NOTE, the
principal sum of up to Three Hundred Thousand Dollars ($300,000),  with interest
thereon from August 18, 1998 on the outstanding  principal  balance at a rate of
eight percent (8%) per annum,  which  principal and interest shall be payable on
December 1, 1999.

Principal  and  interest  are  payable in lawful  money of the United  States of
America.

Should  BORROWER  default on any payment due  pursuant  this NOTE or defaults or
breaches  any of the  agreements,  promises,  covenants,  conditions,  duties or
obligations under this Note or contained in the Security  Agreement  executed in
conjunction herewith, then the entire sum of unpaid principal and interest shall
become immediately due and payable to HOLDER,  without any notice to BORROWER by
HOLDER.  Any failure of HOLDER to exercise its right to accelerate  repayment of
this NOTE  shall not  constitute  a waiver  of the right to  exercise  it in the
future or in the event of any subsequent default or breach.

Whether or not legal  proceedings  are instituted to enforce any of the HOLDER's
rights under this NOTE, BORROWER shall be responsible for and pay all reasonable
costs,  including attorney's fees, incurred by HOLDER with regard to enforcement
of its rights  under this NOTE or  collection  of the sums due HOLDER  under the
NOTE.

This NOTE is secured by a Security Agreement, dated August 18, 1998, executed by
BORROWER in favor of HOLDER and is given as security  for the  repayment  of the
loan represented by this Note.

Executed  thi18tth  day of August,  1998,  in the city of Encino,  County of Los
Angeles, State of California.

"MAKER":


/S/ L. STEPHEN ALBRIGHT
- -------------------------
Secretary and Director