FIRST ADDENDUM
                                       TO
                                 PROMISSORY NOTE


     WHEREAS,  the  undersigned,  MATTHEW P. DWYER (the "Maker"), has executed a
promissory  note  dated  November  22,  2002 in the original principal amount of
$150,000.00  (the  "Note")  in  favor  of  MARC  DOUGLAS,  (the  "Holder");

     WHEREAS,  the  Maturity  Date  under  Note  was  February  24,  2003;

     WHEREAS,  Maker  and  Holder  mutually  desire  by  this  First Addendum to
Promissory  Note  to  change  the  Maturity  Date  to  January  24,  2002.

     NOW,  THEREFORE,  for  good  and adequate consideration, the sufficiency of
which  is  hereby  acknowledged,  the  parties  agree  as  follows:

     1.  The  Maturity  Date  as  defined in the Note shall be January 24, 2002.

     All  other  terms  and conditions of the Note shall remain unchanged and in
full  force  and  effect.

Executed  this  16th  day  of  December,  2002.

HOLDER:                              MAKER:

/s/ Marc Douglas                     /s/ Matthew P. Dwyer
----------------------               --------------------------
Marc  Douglas                        Matthew  P.  Dwyer