Unsecured Promissory Note Dated 2-26-97

EXHIBIT 10.9


UNSECURED PROMISSORY NOTE, DATED FEBRUARY 26, 1997


BETWEEN MIRAGE COLLECTION, INC. AND MANHATTAN WEST, INC.


UNSECURED PROMISSORY NOTE
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$46,997 February 26, 1997


FOR VALUE RECEIVED, MIRAGE COLLECTION, INC., a Nevada corporation (the "Debtor"), hereby promises to pay to the order of MANHATTAN WEST, INC., a California corporation ("Payee"), at a place to be designated by Payee or any subsequent holder hereof, the principal sum of FORTY SIX THOUSAND NINE HUNDRED NINETY SEVEN DOLLARS ($46,997.00). The unpaid principal balance shall bear interest from February 26, 1997 at the rate of ten percent (10%) per annum and shall be payable in quarterly installments, commencing on May 26, 1997, and proceeding on a quarterly basis thereafter until all sums owing under this Note are paid in full. All sums due under this Note, including all unpaid principal and interest, shall be payable on or before 2/26/2000. The unpaid principal balance hereof shall bear no interest unless and until the Debtor shall default on his obligations hereunder. If an Event of Default, as defined hereinbelow, does occur, this Note shall bear interest at the rate of ten (10%) per annum commencing with the date of the Event of Default. Thereafter, the remaining principal and interest hereunder shall be due and payable (whether at maturity, by acceleration, or otherwise) and thereafter, on demand. Prior to an Event of Default, each payment shall be applied to the principal. After an Event of Default, each payment shall be applied to interest first and then principal second. Interest shall be calculated on the basis of a 365-day year. In no event shall the rate of interest hereunder exceed the maxim ...