Exhibit  10.1

                                 PROMISSORY NOTE


$100,000.00                                             Date:  MAY 19, 2003

For  value received, the undersigned SHARP HOLDING CORPORATION ("the Borrower"),
at  13135  Champions  Drive, Suite 100, Houston, Texas 77369, promises to pay to
the  order  of ALAN PAVSNER, (the "Lender"), at 18870 Still Lake Drive, Jupiter,
Florida  33458,  (or at such other place as the Lender may designate in writing)
the  sum of $100,000.00 with interest from May 19, 2003, on the unpaid principal
at  the  rate  of  10.00%  per  annum.

The  unpaid  principal and accrued interest shall be payable in thirty-five (35)
monthly  installments  of  $3,238.37,  beginning  on  July  1, 2003, and one (1)
monthly  installment  of  $2,751.53  on  June  1,  2006.

All  payments on this Note shall be applied first in payment of accrued interest
and  any remainder in payment of principal.  The borrower promises to pay a late
charge  of  $100.00  for  each installment that remains unpaid more than 30-days
after  its  due  date.  This  late charge shall be paid as liquidated damages in
lieu  of  actual  damages  and  not  as  a  penalty.

If  any  installment  is  not  paid  when  due, the remaining unpaid balance and
accrued interest shall become due immediately at the option of the Lender.

The  Borrower reserves the right to prepay this Note (in whole or in part) prior
to  the  due  date  with  no  prepayment  penalty.

If  any  payment  obligation  under this Note is not paid when due, the Borrower
promises  to  pay  all  costs of collection, including reasonable attorney fees,
whether  or  not  a  lawsuit  is  commenced  as  part of the collection process.

If  any  one  or  more  of  the  provisions  of  this  Note  is determined to be
unenforceable,  in  whole  or  in part, for any reason, the remaining provisions
shall  remain  fully  operative.

All  payments  of principal and interest on this Note shall be paid in the legal
currency  of  the  United  States.  Borrower  waives  presentment  for  payment,
protest,  and  notice  of  protest  and  nonpayment  of  this  Note.

This  Note shall be construed in accordance with the laws of the State of Texas.

Signed this 19th day of May 2003, at Houston, Harris County, Texas.


Borrower:
Sharp  Holding  Corporation


By:/s/  George  T.  Sharp
   ----------------------
   George T. Sharp, CEO & President


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                            SHARP HOLDING CORPORATION
                        13135 CHAMPIONS DRIVE, SUITE 100
                               HOUSTON, TX  77069
                                 (713) 960-9100


May  19,  2003


Mr.  Alan  Pavsner
18870  Still  Lake  Drive
Jupiter,  FL  33458

Dear  Al:

Per our conversation this letter is to evidence our agreement that Sharp Holding
Corporation will issue you three hundred thousand (300,000) shares of restricted
common  stock  and  will sign a note payable to you in the amount of $100,000.00
bearing  interest  at  10% and payable over 36 months beginning July 1, 2003, in
payment  of all amounts owed to you, or Marine Way, by Sharp Holding Corporation
and  its  affiliates.

If  you  agree,  please  indicate  by  signing  below,  completing the requested
information  and  returning  to  our  office.


Very  truly  yours

/s/  George  Sharp
------------------

George  Sharp
President  &  CEO



Agreed:

/s/  Alan  Pavsner
------------------
Alan  Pavsner

     Issue Stock As Follows:        Name                  Alan  Pavsner
                                                          -------------

                                    Address               18870 Still Lake Drive
                                                          ----------------------

                                    City, State, Zip      Jupiter, FL 33458
                                                          -----------------

                                    Tax ID #              ###-##-####
                                                          -----------


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