PROMISSORY NOTE


$150,0000.00                                  Dated  as  of  November  22,  2002

     FOR VALUE RECEIVED, the undersigned, MATTHEW P. DWYER (the "Maker"), hereby
promises  to  pay  to  the  order  of  MARC  DOUGLAS, (the "Holder"), at 3141 W.
Hallandale  Beach Blvd., Hallandale, FL 33009, or such other place as Holder may
designate  in writing from time to time, in lawful money of the United States of
America,  the  principal  amount of $150,000.00 plus interest on the outstanding
balance  thereof at the fixed annual rate of 7.5%. A single payment of principal
and  accrued  interest on this Note shall be due and payable on January 24, 2003
(the  "Maturity  Date").

     This  Note  is  secured  by,  and is subject to the terms of, the pledge of
certain securities by Maker in favor of Holder pursuant to a Pledge Agreement of
even date herewith between Maker and Holder (the "Pledge Agreement"). The Pledge
Agreement  is  incorporated  herein  by  reference.

     Upon  the occurrence of any default hereunder or any Event of Default under
the Pledge Agreement, and so long as such default or Event of Default continues,
interest  shall  accrue  at the rate of two percent (2%) above the interest rate
stated in the first paragraph of this Note.  Upon a default or Event of Default,
Holder  may exercise any right, power or remedy permitted by law or as set forth
herein  or  in the Pledge Agreement, including, without limitation, the right to
declare  the  entire  unpaid  principal  amount  hereof and all interest accrued
hereon,  and  all  other  sums  secured by the Pledge Agreement, to be, and such
principal,  interest  and other sums shall thereupon become, immediately due and
payable.

     From  and  after  any  default  hereunder or any Event of Default under the
Pledge  Agreement, any amounts past due may, at the option of the holder hereof,
be  added  to  principal  and  bear  interest  as  principal.

     This Note may be prepaid, in whole or in part, at any time and from time to
time.

     The  undersigned  hereby  waives presentment, demand for payment, notice of
dishonor  and  all  other  notices  or  demands in connection with the delivery,
acceptance, performance, default or enforcement of this Note and hereby consents
to any extensions of time, renewals, releases of any party to this Note, waivers
or  modifications that may be granted or consented to by the holder of this Note
in  respect  of  the  time  of  payment  or  any  other provisions of this Note.
In  the  event  that  the  holder  hereof  shall  institute  any  action for the
enforcement  of the collection of this Note, there shall be immediately due from
the undersigned, in addition to the unpaid interest and principal, all costs and
expenses  of  such  action,  including  attorneys'  fees.

     This  Note shall be governed by, and construed in accordance with, the laws
of  the  State  of  Florida.

     MAKER AND HOLDER AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY
SUIT,  ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY HOLDER OR
MAKER,  ON  OR WITH RESPECT TO THIS NOTE OR ANY OTHER DOCUMENT RELATED HERETO OR
THE  DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY
BY  A  COURT  AND  NOT  BY  A  JURY.  HOLDER  AND  MAKER  EACH HEREBY KNOWINGLY,
VOLUNTARILY,  INTENTIONALLY  AND  INTELLIGENTLY,  AND  WITH  THE ADVICE OF THEIR
RESPECTIVE  COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
TO  A  TRIAL  BY  JURY  IN  ANY SUCH SUIT, ACTION OR PROCEEDING.  FURTHER, MAKER
WAIVES  ANY  RIGHT  IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR
PROCEEDING,  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES
OTHER  THAN,  OR  IN ADDITION TO, ACTUAL DAMAGES.  MAKER ACKNOWLEDGES AND AGREES
THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT HOLDER
WOULD  NOT  EXTEND CREDIT TO MAKER IF THE WAIVERS SET FORTH IN THIS SECTION WERE
NOT  A  PART  OF  THIS  NOTE.

                              MAKER:

                              /s/ Matthew P. Dwyer
                              ----------------------------
                              Matthew  P.  Dwyer