Exhibit 10.2

                                 PROMISSORY NOTE


$1,750,000.00
New York, New York                                   March 27, 2002


         FOR VALUE RECEIVED, the undersigned, Fields Technologies, Inc. (the
"Company"), a Delaware corporation, hereby promises to pay to the order of AW
Fields Acquisition, LLC (the "Lender"), at the Lender's offices at c/o Andersen,
Weinroth & Co., L.P., 1330 Avenue of the Americas, New York, New York
10019-5400, or at such other place as the holder of this note may designate from
time to time, in lawful money of the United States of America, on October 31,
2005 (the "Maturity Date"), the principal amount of $1,750,000.00. The principal
amount of this note from time to time outstanding shall bear interest (computed
on the basis of a 360-day year of twelve 30-day months) at a rate of 10% a year,
until the principal shall have become due and payable, and thereafter at a rate
15% a year, until the principal shall have been paid in full. Accrued and unpaid
interest on the unpaid principal of this note shall be due and payable on the
Maturity Date.

         This note has been issued pursuant to the securities purchase agreement
dated March 27, 2002 between the Company and the Lender (the "Purchase
Agreement").

         The principal of this note may be prepaid in whole at any time or in
part from time to time, without penalty, together with accrued and unpaid
interest on this note to the date of prepayment. All payments shall be applied
first to accrued and unpaid interest and then to principal.

         The Lender shall assign and transfer this note to the Company in
consideration for the Securities (as defined in the Purchase Agreement), subject
to the terms and conditions of the Purchase Agreement. Upon any such assignment
and transfer, the Company shall have no liability or obligation under this note.

         The Lender may assign and transfer this note to Randall K. Fields
("RKF") in payment of the exercise price under the option to purchase common
stock dated this date granted by RKF to the Lender (the "Option"), as provided
in the Option. Upon any such assignment and transfer, the Company shall have no
liability or obligation to the Lender under this note.

         Except as set forth above and except for assignments or transfer to the
Lender's members or to the Lender's or its members' affiliates or associates,
the Lender may not assign or transfer this note without the prior written
consent of the Company.

         Notwithstanding any provision to the contrary in this note, the entire
principal of, and all accrued and unpaid interest on, this note shall
immediately become due and payable (without demand for payment, notice of



non-payment, presentment, notice of dishonor, protest, notice of protest, or any
other notice, all of which are hereby expressly waived by the Company) (a) upon
the entry of an order, judgment, or decree by a court of competent jurisdiction
for relief in respect of the Company (which term, for purposes of this
paragraph, includes each subsidiary of the Company) under Title 11 of the United
States Code, as now constituted or hereafter amended and in effect, or any other
applicable federal or state bankruptcy law or other similar law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator, or similar official of
the Company, or of all or a substantial part of its assets, or ordering the
winding-up or liquidation of its affairs, or (b) if the Company shall file a
petition or an answer or consent seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended and in effect, or any other
applicable federal or state bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution, liquidation, or other similar law, or the consent by the
Company to the institution of proceedings thereunder or to the filing of any
such petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or other similar
official of the Company or any substantial part of its assets or the failure of
the Company generally to pay its debts as such debts become due, or the taking
of corporate action by the Company in furtherance of any such action.

         Failure or delay of the holder of this note to assert any right or
remedy in this note shall not be deemed a waiver of that right or remedy or of
any other right under this note. A waiver on one occasion shall not operate as a
bar to or waiver of any such right or remedy on any future occasion. No single,
partial, or other exercise of any right or remedy by the holder of this note
shall preclude any other or future exercise of that right or remedy. No waiver
by the holder of this note shall be effective, unless it is in writing and
signed by the holder of this note.

         This note may not be changed or terminated, nor may any of its
provisions be waived, except by an agreement in writing signed by the party to
be charged.

         The remedies provided for in this note shall be in addition to all
other remedies existing, in favor of the holder of this note, under the
applicable law of any jurisdiction.

         Any notice under this note shall be given in accordance with section
7.3 of the Purchase Agreement.

         This note shall be governed by and construed in accordance with the law
of the state of New York applicable to agreements made and to be performed in
New York, without giving effect to its conflict of laws principles.

         The Company shall pay all costs of collection (including reasonable
counsel fees and disbursements), if default is made in payment of this note.

                                                 FIELDS TECHNOLOGIES, INC.


                                                 By:      /s/ Randall K. Fields
                                                       -------------------------
                                                 Name:    Randall K. Fields
                                                 Title:   Chairman & CEO