Exhibit 10.3

                            RESTATED PROMISSORY NOTE


$1,314,367                                                Hillside, New Jersey
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                                                        As of December 31, 2001

        FOR VALUE RECEIVED,  MARKLAND  TECHNOLOGIES, INC., a Florida corporation
(the  "Borrower"),  with a principal place of business at 1413 Chestnut  Avenue,
Hillside,  NJ 07205,  hereby promises to pay to the order of JAMES LLC, a Cayman
Islands limited liability company (the "Lender") c/o Corporate Center,  West Bay
Road,  Grand Cayman,  the  principal  sum of One Million Three Hundred  Fourteen
Thousand  Three Hundred Sixty Seven Dollars (US  $1,314,367)  payable in cash on
December 31, 2002 (the "Maturity  Date").  The entire  principal amount together
with interest at the rate of eight (8%) percent per annum,  shall be paid on the
Maturity Date.

        This  Promissory Note is a restatement of the Three Million Five Hundred
Thousand  Dollar  ($3,500,000)  Restated  Promissory  Note executed  between the
parties in October 2000 and takes into account principal and interest  converted
by Lender into Common Stock of Borrower since that date.

Subject to the availability of authorized  shares of Common Stock,
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the Holder of this Note is entitled,  at its option, to convert all or a portion
of this Debenture into shares of Common Stock of the Company,  ("Common  Stock")
of the Company at any time until the Maturity  Date,  at a conversion  price for
each share of Common  Stock (the  "Conversion  Rate")  equal the Current  Market
Price (as defined below):

                  (i) "Market Price  of  the Common Stock" means (x) the closing
bid  price  of the  Common  Stock  for  the  period  indicated  in the  relevant
provision,  as reported by Bloomberg,  LP or, if not so reported, as reported on
the  over-the-counter  market  or (y) if the  Common  Stock is listed on a stock
exchange,  the closing  price on such  exchange,  as reported in The Wall Street
Journal.
                  (ii) "Current  Market  Price"  means 80% of the average Market
Price of the Common Stock for the five (5) trading days  immediately  before the
relevant Conversion Date.

        All  payments  (including  prepayments)  to  be  made  by  the  Borrower
hereunder, whether on account of principal, interest or otherwise, shall be made
without set off or  counterclaim  and shall be made prior on the  Maturity  Date
thereof to the Lender at the  address  set forth  above,  or such other place as
Lender may from time to time  designate in writing.  If any payment or action to
be made or taken hereunder shall be stated to be or become due on a day which is
not a Business  Day,  such  payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or action.

        Any  failure  to  repay the principal or interest due hereunder upon the
Maturity Date or any failure to adhere to the terms of this Note, or an Event of
Default under any other agreement or obligation between the Borrower and Lender,
shall be  considered  an Event of Default.  Upon the  occurrence  of an Event of
Default  the entire  amount of the  indebtedness  evidenced  by this Note hereby
shall be immediately due and payable.  Upon the  acceleration of the obligations
evidenced  by this Note and  failure by the  Borrower  to pay  amounts  then due
hereunder, Lender may proceed to protect, exercise and enforce all of its rights
and remedies under this Note and applicable  law. The remedies  provided in this
Note are cumulative and concurrent, may be pursued in any order, separately,

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successively  or together,  may be  exercised as often as occasion  therefor may
arise, and shall be in addition to, and not in substitution  for, the rights and
remedies which would  otherwise be vested in Lender for the recovery of damages,
or  otherwise,  in the  event  of a  breach  of any of the  undertakings  of the
Borrower  hereunder.  This  Agreement  may not be modified,  altered or amended,
except by an  agreement in writing  signed by the  Borrower and the Lender.  The
Lender may not sell, assign or transfer this Note or any portion hereof.

        This  Note  shall  bind the Borrower and its successors and assigns, and
the benefits  hereof shall inure to the benefit of the Lender and its successors
and assigns.  All references  herein to the "Borrower" and the "Lender" shall be
deemed  to  apply  to the  Borrower  and the  Lender,  respectively,  and  their
respective successors and assigns.

        Borrower  may  not  prepay  the loan evidenced by this Note, without the
consent of the Lender.

        The  Lender  may not convert this Note or receive shares of Common Stock
as payment of interest  hereunder  to the extent such  conversion  or receipt of
such interest  payment  would result in the Lender,  together with any affiliate
thereof,  beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of
the then  issued  and  outstanding  shares of  Common  Stock,  including  shares
issuable upon  conversion of, and payment of interest on, the Notes held by such
Lender after application of this Section. Since the Lender will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the
time of a conversion  hereunder,  unless the conversion at issue would result in
the  issuance  of  shares  of  Common  Stock in  excess  of  9.999%  of the then
outstanding  shares of Common Stock without regard to any other shares which may
be beneficially  owned by the Lender or an affiliate  thereof,  the Lender shall
have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent
that  the  Lender  determines  that the  limitation  contained  in this  Section
applies, the determination of which portion of the principal amount of Notes are
convertible  shall be the  responsibility  and obligation of the Lender.  If the
Lender has  delivered a Conversion  Notice for a principal  amount of Notes that
would result in the  issuance of in excess of the  permitted  amount  hereunder,
without  regard to any  other  shares  that the  Lender  or its  affiliates  may
beneficially  own,  the Company  shall  notify the Lender of this fact and shall
honor the conversion for the maximum  principal amount permitted to be converted
on such  Conversion  Date and,  at the option of the Lender,  either  retain any
principal  amount  tendered for  conversion  in excess of the  permitted  amount
hereunder for future  conversions or return such excess  principal amount to the
Lender. The provisions of this Section may be waived by a Lender (but only as to
itself and not to any other  Holder)  upon not less than 61 days prior notice to
the Company.

        This Note shall for all  purposes  be  governed  by  and  construed  and
enforced in  accordance  with the internal laws of the State of New York without
giving effect to its conflicts of law principles.

        IN WITNESS WHEREOF, the  undersigned,  intending  to  be  legally  bound
hereby,  has  executed  this Note as of the date  first  written  above with the
intention that this Note shall constitute a sealed instrument.

                                                     MARKLAND TECHNOLOGIES, INC.

                                                     By: /S/ Larry Shatsoff
                                                     Name:   Larry Shatsoff
                                                     Title:  President

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