MORTGAGE NOTE

EXHIBIT 10.5

ALLSTATE LIFE INSURANCE COMPANY
Loan No. 121977

MORTGAGE NOTE

$3,000,000.00

March 15, 2001

1.  Payment of Principal and Interest . FOR VALUE RECEIVED, ROYAL BODYCARE, INC., a Nevada corporation and CLINTON H. HOWARD (collectively, the “Maker”), hereby promise to pay to the order of ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance corporation, and any subsequent holder of this Note (“Holder” or “Holders”) in the manner hereinafter provided, the principal amount of THREE MILLION AND NO/l00 DOLLARS ($3,000,000.00) together with interest on the outstanding principal balance from the date of the initial disbursement (for purposes of this Note, “disbursement” means the date funds are wire transferred from Holder’s account) of all or a part of the principal of this Note (“Disbursement Date”) until maturity at the rate of seven and three-quarters percent (7.75%) per annum (“Contract Rate”) as follows:

Except for the interest payable under paragraph (a) above, interest shall be payable in arrears and calculated on the basis of a 360 day year containing twelve 30 day months. All such payments on account of the indebtedness evidenced by this Note shall be first applied to interest accrued on the unpaid principal amount and the remainder toward reduction of the unpaid principal amount.

2.  Payment Information . All payments required to be made hereunder shall be made during regular business hours to Holder at its office c/o Commercial Mortgage Division, Allstate Plaza South, Suite G5C , 3075 Sanders Road, Northbrook, Illinois 60062, Attention: Servicing Manager, with sufficient information to identify the source and application of such payment to Holder’s Loan No. 121977, or at such other place as Holder may from time to time designate in writing. All payments shall be made in currency of United States of America without presentment or surrender of this Note. Payments to Holder shall be made by transferring immediately available federal funds by bank wire or interbank transfer for the account of Holder provided, however, that any payment of principal or interest received after 1:00 p.m. Chicago time shall be deemed to have been received by Holder on the next business day and shall bear interest accordingly. If and so long as Holder directs Maker to make payments to a servicing agent, then payments may be made by check. Payments made by check will not be deemed made until good funds for such check are received by Holder or the servicing agent.

3.  Security For Note . The payment of this Note and all other sums due Holder is secured by (a) Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing (“Mortgage”), of even date herewith, granted by Royal Bodycare, Inc. to Holder, as beneficiary, covering certain real property, the improvements thereon and certain personal property situated in Dallas County, Texas and described in the Mortgage (“Property”), and (b) those certain instruments of indebtedness and security described as “Related Agreements” in the Mortgage. Except as otherwise defined herein, all of the defined terms contained in the Mortgage and the Related Agreements are hereby incorporated herein by express reference.

4.  Late Charges . Should any Monthly Payment required under this Note not be paid in full on or before the fifth day of the month in which such payment is due, Maker acknowledges that the Holder will incur extra expenses for the handling of the delinquent Monthly Payment and servicing the indebtedness evidenced hereby, and that the exact amount of these extra expenses is extremely difficult and impractical to ascertain, but that a charge of five percent (5%) of the amount of the delinquent payment (“Late Charge”) would be a fair approximation of the expense so incurred by Holder. If applicable law requires a lesser charge, however, then the maximum charge permitted by such law may be charged by Holder for said purpose. Therefore, Maker shall, in such event, without further notice, and without prejudice to the right of Holder to collect any other amounts provided to be paid hereunder or under the Mortgage, the Related Agreements or any other instrument executed for purposes of further securing payment of the obligations evidenced by this Note, or to declare an Event of Default as defined below, pay to Holder immediately upon demand therefor the Late Charge to compensate Holder for expenses incurred in handling delinquent Monthly Payments.

5.  Interest Payable Upon Default . If there occurs an Event of Default, under this Note or the Mortgage or under any Related Agreement, then the unpaid principal amount of this Note, and all accrued and unpaid interest thereon shall bear interest at the Contract Rate plus five percent (5%) per annum compounded monthly (“Default Rate”) from the date of expiration of any applicable cure or grace period until such time, if any, as the Event of Default is cured and the Mortgage and this Note are reinstated as permitted by applicable law, or otherwise until such time as the unpaid principal amount of this Note and all other indebtedness evidenced by this Note are fully repaid, whichever is earlier.

6.  Events of Default . An “Event of Default” shall exist under this Note (a) in the event Maker shall fail to make any payment due under this Note, other than the final payment and Prepayment Premium, on or before the fifth day of the month in which such payment is due; (b) in the event Maker shall fail to make the final payment or the Prepayment Premium when such payment is due or (c) if there shall exist an Event of Default as that term is defined in the Mortgage or in any of the Related Agreements.

7. Additional Payments . The additional payments called for under paragraphs 4 and 5 shall be in addition to, and shall in no way limit, any other rights and remedies provided for in this Note, the Mortgage or in any Related Agreements, as well as all other remedies provided by law.

8.  Payment of Taxes and Expenses .

(a) Maker further promises to pay to Holder, immediately upon written notice from Holder: (i) all recordation, transfer, stamp, documentary or other fees or taxes levied on Holder (exclusive of Holder’s income taxes) by reason of the making or recording of this Note, the Mortgage or any of the Related Agreements, and (ii) all intangible property taxes levied upon any Holder of this Note or mortgagee under the Mortgage or secured party under the Related Agreements by reason of the making or recording of this Note, the Mortgage, or any of the Related Agreements.

(b) Maker further promises to pay to Holder, immediately upon written notice from Holder, all actual costs, expenses, disbursements, escrow fees, title charges and reasonable legal fees and expenses actually incurred by Holder and its counsel following the occurrence of an Event of Default, in (i) the collection, attempted collection, or negotiation and documentation of any settlement or workout of the principal amount of this Note, the interest thereon or any installment of other payment due hereunder, and (ii) any suit or proceeding whatsoever in regard to this Note or to protect, sustain or enforce the lien of any instrument securing this Note, including, without limitation, in any bankruptcy proceeding or judicial or nonjudicial foreclosure proceeding. It is the intent of the parties that Maker pay all expenses and reasonable attorneys’ fees actually incurred by Holder as a result of Holder’s entering into the loan transaction evidenced by this Note.

9.  Prepayment . Maker is prohibited from prepaying this Note until April 1, 2006, (the “No-Prepayment Period”). Subsequent to the No-Prepayment Period, at any time with thirty (30) days prior written notice to Holder, specifying the date of prepayment, Maker will have the privilege of prepaying the outstanding principal amount together with any accrued but unpaid interest, any other sums secured by the Mortgage and the Related Agreements and, a prepayment premium equal to the greater of (a) one percent (1%) of the principal amount prepaid or (b) an amount calculated as follows (collectively “Prepayment Premium”): The term “Prevailing Interest Rate” as used herein shall mean (a) the yield to maturity on a United States Treasury Bond or Treasury Note selected by Holder having a maturity date as near as possible to the original maturity date of this Note and an “ask” price, as close as possible to par (as published two weeks prior to the specified date of prepayment in The Wall Street Journal or similar publication or available from the Federal Reserve Bank of New York) less (b) the Basis Point Adjustment as computed in accordance with Exhibit A attached hereto. If the Prevailing Interest Rate is less than the Contract Rate, the Prepayment Premium shall be the remainder of (x) minus (y) where “(x)” is the present value of all unpaid installments of principal and interest due under this Note from the date of prepayment to and including the original maturity date of this Note, discounted at the Prevailing Interest Rate, and “(y)” is the outstanding principal balance of this Note as of the prepayment date.

Written notice of Maker’s election to make a prepayment in full of this Note shall be given in the manner provided for notices under Section 20 of this Note. Partial prepayment of the outstanding principal amount of this Note shall not be permitted except in accordance with the terms of the Mortgage. In the event of such a permitted partial prepayment, except as otherwise provided in the Mortgage, the Prepayment Premium calculated in this paragraph 9 shall be prorated based on the amount of the partial prepayment relative to the then current outstanding principal balance of this Note.

MAKER ACKNOWLEDGES THAT HOLDER (A) HAS ADVANCED THE AMOUNTS EVIDENCED BY THIS NOTE WITH THE EXPECTATION THAT SUCH AMOUNTS WOULD BE OUTSTANDING FOR A PERIOD AT LEAST EQUAL TO THE NO-PREPAYMENT PERIOD, (B) WOULD NOT HAVE BEEN WILLING TO ADVANCE SUCH AMOUNTS ON THESE TERMS FOR A SHORTER PERIOD OF TIME, (C) IN MAKING THE LOAN EVIDENCED BY THIS NOTE, IS RELYING ON MAKER’S CREDITWORTHINESS AND ITS AGREEMENT TO PAY IN STRICT ACCORDANCE WITH THE TERMS SET FORTH IN THE NOTE AND (D) WOULD NOT MAKE THE LOAN WITHOUT FULL AND COMPLETE ASSURANCE BY MAKER OF ITS AGREEMENT NOT TO PREPAY ALL OR A PART OF THE PRINCIPAL OF THIS NOTE EXCEPT AS EXPRESSLY PERMITTED HEREIN AND IN THE MORTGAGE. MAKER HAS BEEN ADVISED AND ACKNOWLEDGES THAT HOLDER IS RELYING ON THE RECEIPT OF PAYMENTS UNDER THIS NOTE TO, AMONG OTHER THINGS, MATCH AND SUPPORT ITS OBLIGATIONS UNDER CONTRACTS ENTERED INTO BY HOLDER WITH THIRD PARTIES AND THAT IN THE EVENT OF A PREPAYMENT, HOLDER COULD SUFFER LOSS AND ADDITIONAL EXPENSES WHICH ARE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, IT IS THE EXPRESS INTENT OF MAKER AND HOLDER THAT (I) MAKER SHALL HAVE NO RIGHT T