Exhibit 10.4

                                 PROMISSORY NOTE

US$100,000                                                     Due June 30, 2005


         FOR VALUE RECEIVED, Blue Fish Entertainment, Inc, a Nevada corporation,
with a business address at 157 Adelaide Street West, Unit 600, Toronto,  Ontario
M5H  4E7,  Canada  ("Maker"),  hereby  promises  to  pay  to  the  order  of ZDG
Investments Limited,  ("Payee"), at 157 Adelaide Street West, Unit 600, Toronto,
Ontario M5H 4E7,  Canada,  in lawful money for the United States,  the principal
sum of $100,000,  with  interest on the unpaid  balance  hereof from date at the
rate of 10% per annum. Interest will be compounded quarterly until paid in full.
Payment of principal  hereon shall be made on June 30, 2005.  Payment of all the
interest  due on the  unpaid  principal  balance  hereof  shall be made with the
repayment of the principal at maturity.

         This  Promissory  Note may be prepaid at any time in whole or from time
to time in part, in each case without premium or penalty,  but with interest due
on the amount prepaid to the date of prepayment.

         The entire unpaid principal amount of this Promissory Note shall become
immediately  due and payable  without demand on the happening of any one or more
of the following events:

         the  failure  of the  Maker to make any  payment  of  principal  and/or
         interest hereon within five days after such payment is due; or

         a change in control of the Maker,  such a change being the  acquisition
         by any one person or entity or group of persons or  entities  of 50.01%
         of the capital  stock of the Maker that may vote in the election of the
         board of directors or a majority of the board of directors; or

         the  dissolution or liquidation  of Maker or the  termination,  sale or
         cessation  of the entire  business or the  principal  business of Maker
         ("Business"), or

         the filing of a petition by or against the Maker or Business  under the
         provisions of any state  insolvency  law or under the provisions of the
         Federal  Bankruptcy  Act or any assignment by the Maker for the benefit
         of creditors.

         In addition,  the Payee may demand payment of the outstanding principal
and interest due thereon, upon five business days written notice, at any time at
which  the Payee  reasonably  believes  that it is not  likely to be paid in the
ordinary course of business of the Maker or that the general credit of the Maker
is impaired.  Such notice will be sent to the address of the Maker and set forth
the reasons for the demand.





         Maker  and  all  other  parties  liable  herefor,   whether  principal,
endorser,  or otherwise,  hereby  jointly and  severally (i) waive  presentment,
demand for payment,  notice of  dishonor,  notice of protest and protest and all
other  notices  or  demands  in  connection   with  the  delivery,   acceptance,
performance,  default,  endorsement or guaranty of this  Promissory  Note,  (ii)
waive recourse to suretyship defenses generally,  including  extensions of time,
releases of security  and other  indulgences  which may be granted  from time to
time by holder of this Promissory Note to Maker or any party liable herefor, and
(iii)  waive any right to a jury trial and agree to pay all costs and  expenses,
including  reasonable  attorneys'  fees, in connection  with the  enforcement or
collection of this Promissory Note.

         Nothing  contained in this  Promissory  Note or in any other  agreement
between  Maker and Payee  shall  require  Maker to pay,  or the Payee to accept,
interest in an amount which would subject the Payee to any penalty or forfeiture
under  applicable  law.  In no event  shall  the  total of all  charges  payable
hereunder,  whether of interest or of such other  charges  which may or might be
characterized as interest, exceed the maximum rate permitted to be charged under
applicable  law.  Should the Payee of this Note receive any payment  which is or
would be in excess of that  permitted to be charged under such  applicable  law,
such payment  shall have been and shall be deemed to have been made in error and
shall  automatically be applied to reduce the principal  balance  outstanding on
this Promissory Note.

         This  Promissory  Note and any other document or agreement  executed in
connection  herewith shall be construed in accordance with the substantive  laws
of the State of New York without  regard to any  principles of conflicts of law.
Dated: As of August 5, 2003



                          ------------------------------------------------------
                                             Mitchell Geisler,
                          Authorized Signatory for Blue Fish Entertainment, Inc.



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