PROMISSORY
      NOTE

     

    

      
        	
                $1,881,550.00

              	
                June
                  26, 2007

              


      

    

     

    FOR
      VALUE
      RECEIVED, Pinpoint Recovery Solutions Corp. (the "Maker") promises
      to pay to the order of S.A.L.T. Payroll Consultants, Inc. (the "Holder') at
      1120
Pinellas
      Bayway S., Suite 208, Tierra Verde, Florida 33715 or at the Holder's option,
      at
      such other
      place as may be designated, in writing, from time to time by the Holder, the
      principal sum of
      one
      million eight hundred eighty one thousand five hundred fifty and 00/100
($1,881,550.00),
      together with interest, in lawful money of the United States of America,
Payable
      as provided below.

    


    1. The
      principal portion of this Note shall bear interest at the prime rate per
annum
      as
      set
      by
      Bank of America, which shall be payable in accordance with Section 2 of this
      Note. Interest under this Note shall be calculated on the basis of a 360 day
      year for the actual number of days elapsed. In no event shall the interest
      charged hereunder exceed the maximum permitted
      by law.

     

    2. Accrued
      but unpaid interest on this Note shall be payable in arrears six months
      from the date hereof.

     

    3. The
      entire principal balance plus all accrued interest outstanding hereunder
      shall be due and payable six months from the date hereof (the "Maturity
      Date").

     

    4. All
      payments will be made in lawful tender of the United States and, unless
      otherwise specified by Holder, will be applied first to the payment of accrued
      interest, and
      second (to the extent that the amount of such payment exceeds the amount of
      all
      such accrued
      interest) to the payment of the principal.

     

    5. Failure
      by Maker to pay any payment of interest or principal hereunder when
      due
      shall constitute an "Event of Default" hereunder. Upon the occurrence of an
      Event of Default,
      Holder may, by written notice to Maker, declare this Note to be immediately
      due
      and payable,
      whereupon, if such failure is not cured by the Maker within ten (10) Business
      Days after
      the
      Maker's receipt of such notice, the then unpaid principal balance together
      with
      accrued but
      unpaid interest under this Note, shall become immediately due and payable.
      "Business Days"
      shall mean any days other than a Saturday,. Sunday or a day on which banks
      in
      New York City
      are
      authorized or obligated by applicable law or executive order to close or are
      otherwise generally closed.

     

    6. The
      Maker
      may prepay without premium or penalty of any kind all or any
      portion of the outstanding principal amount due under this Note, on any date
      or
      dates, provided,
      that such payment is accompanied by all accrued and unpaid interest on the
      principal so
      prepaid to and including the date of such prepayment.

     

    7.
      The
      amount and date of each repayment of principal thereof shall be recorded
      by Holder on Schedule I hereto or a continuation thereof; provided, however,
      that the


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    failure
      of Holder to make any such recordations shall not in any manner affect the
      obligation of Maker
      to
      repay the outstanding principal balance hereunder and all accrued and unpaid
      interest thereon.

     

    8. All
      payments by the Maker of principal of, or interest on any indebtedness
      evidenced by this Note and all other sums due under this Note shall be made
      free
and
      clear
      of and without deduction for any setoff or counterclaims, or any taxes, fees
      or
      other charges
      of any nature whatsoever imposed by any taxing authorities.

     

    9. No
      failure by the Holder hereof to exercise, and no delay in exercising,
any
      right
      or remedy hereunder shall operate as a waiver thereof, nor shall any single
      or
      partial exercise
      by such Holder of any right or remedy hereunder preclude any other or further
      exercise thereof
      or the exercise of any other right or remedy. The rights and remedies of the
      Holder hereof
      as
      herein specified are cumulative and not exclusive of any other rights or
      remedies which
      such Holder may otherwise have.

     

    10. No
      modification, rescission, waiver, forbearance, release or amendment of
      any
      provision of this Note shall be made, except by a written agreement duly
      executed by the Maker
      and
      the Holder.

     

    11. This
      Note
      is made in the State of New York and shall be governed by and
      construed in accordance with the laws of said State, without regard to conflict
      of laws principles.
      Any dispute arising out of or relating to this Note shall be resolved
      exclusively by state
      or
      federal courts sitting in New York County, State of New York. The Maker and
      the
      Holder hereby irrevocably submit to the jurisdiction of any such court and
      waive
      any objection to
      such
      jurisdiction, including, without limitation, the defenses of inconvenient forum
      and lack of
      personal jurisdiction.

     

    12. This
      Note
      is the entire and only agreement between the Maker and the Holder
      with respect to the subject matter hereof, and all oral representations,
      agreements and undertakings,
      previously or contemporaneously made, which are not set forth herein or therein,
      are
      superseded hereby and thereby. The provisions of this section shall survive
      any
      repayment of this Note.

     

    13. Maker
      hereby waives presentment, protest, notice of dishonor and all other
      demands and notices in connection with the delivery, acceptance, performance,
      default or enforcement
      of this Note.

     

    14. The
      Maker
      and the Holder hereby waive trial by jury in any action and/or proceeding
      arising on, out of or by reason of this Note.

     

    15. The
      Maker
      agrees to pay all collection expenses, court costs and reasonable
      attorneys' fees and disbursements (whether or not litigation is commenced)
      which
may
      be
      incurred in connection with the collection or enforcement of this
      Note.

     

    16.
      Any
      notice called for hereunder shall be deemed properly given if (i) sent
by
      certified mail, return receipt requested, (ii) personally delivered, (iii)
      sent
      by a nationally recognized
      courier service providing receipt of delivery, (iv) sent by facsimile, to the
      address or facsimile
      number set forth below, or such other address or facsimile number as either
      the
      Maker


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    or
      Holder
      may designate by providing written notice to the other party in accordance
      with
      this Section
      16:

     

    If
      to
      Maker:

     

    Pinpoint
      Recovery Solutions Corp.

    30
      East
      81st
      Street,
      Suite 11E 

    New
      York,
      NY 10028

    Attention:
      Andrew Scott

    Facsimile
      No.: (212) 895-3783

     

    With
      a
      simultaneous copy to:

     

    Katten
      Muchin Rosenman LIT 

    575
      Madison Avenue

    New
      York,
      NY 10022

    Attention:
      Howard S. Jacobs, Esq. 

    Facsimile
      No.: (212) 940-8776

    


    IN
      WITNESS WHEREOF, the Maker has executed this Note as of the date first
written
      above.

     

    MAKER:

     

    PINPOINT
      RECOVERY SOLUTIONS CORP

     

    By:

    
      

    

    Name:

    Title: