EXHIBIT 10.7

                                 PROMISSORY NOTE

$100,000.00                                                      August 23, 2004

                                                Providenciales, Turks and Caicos

Nelana  Holdings Ltd, an entity duly formed and organized  under the laws of the
Turks and  Caicos  Islands  ("Maker"),  hereby  promises  to pay to the order of
Nannaco,  Inc., a Texas  corporation  ("Holder"),  at 7235 North Creek Loop, Gig
Harbor,  WA 98335,  the sum of One  Hundred  Thousand  Dollars  ($100,000)  (the
"Principal"),  with  interest  at the rate of two  percent  (2%) per annum until
paid, pursuant to the following schedule:

      1.    Maker promises to pay Ten Thousand Dollars ($10,000.00) to Holder on
            or before October 15, 2004; and

      2.    Maker   promises  to  pay  Seven   Thousand  Five  Hundred   Dollars
            ($7,500.00), plus any accrued interest, on or before the fifth (5th)
            day of each month  thereafter,  until all principal and interest has
            been paid under this Note.

All  outstanding  principal and interest  shall be due on or before  October 15,
2005.

If not so paid and at the option of Holder,  or its assigns,  all  principal and
interest, shall become immediately due and payable. An "Event of "Default" under
this Note shall occur when the  Principal  or any other  amount to be paid under
this Note is not paid in full when due. Upon an Event of Default, Maker promises
to pay to Holder  interest on all unpaid  Principal  at a rate equal to eighteen
percent (18%) per annum.

Interest  shall be  computed on the basis of a 365-day  year or 366-day  year as
applicable,  and actual days lapsed. Maker shall have the privilege of prepaying
the principal under this Note in whole or in part, without penalty or premium at
any time.  All payments  hereunder  shall be applied first to interest,  then to
principal, then to late charges.

Maker shall pay upon demand any and all expenses,  including reasonable attorney
fees,  incurred  or paid by  Holder  of this  Note  without  suit or  action  in
attempting  to  collect  funds due under  this  Note.  In the event an action is
instituted to enforce or interpret  any of the terms of this Note  including but
not limited to any action or participation by Maker in, or in connection with, a
case or  proceeding  under the  Bankruptcy  Code or any successor  statute,  the
prevailing party shall be entitled to recover all expenses  reasonably  incurred
at,  before and after  trial and on appeal or review,  whether or not taxable as
costs,  including,  without limitation,  attorney fees, witness fees (expert and
otherwise), deposition costs, copying charges and other expenses.

All parties to this Note hereby waive presentment,  dishonor, notice of dishonor
and  protest.  Upon an Event of Default,  Maker  waives any right to object to a
motion for summary judgment or similar  proceeding  instituted by Holder, or its
successors  or  assigns,  in  connection  with  attempts  to remedy any Event of
Default and otherwise collect all amounts due and owing under this Note.





No delay or  omission  on the part of Holder to  exercise  any right,  remedy or
power to  enforce  this Note will  impair  the same or be a waiver of any right,
remedy or power under this Note.  No waiver by Holder of any Event of Default or
right,  remedy or power under this Note will be effective  unless in writing and
signed by Maker.  Further,  no waiver on one  occasion  will be  construed  as a
waiver on any other  occasion.  No  modification  of this Note will be effective
unless the modification is in writing and is signed by Maker.

This Note is governed by, and will be construed in accordance  with, the laws of
the State of Washington (without giving effect to its principles of conflicts of
law).  Maker hereby  irrevocably  submits to the  jurisdiction  of the state and
federal  courts  situated in King County,  State of Washington in any proceeding
related to this Note.

MAKER: NELANA HOLDINGS LTD.


By:  /s/ Norman Saunders
     Name:  Norman Saunders
     Title: