EXHIBIT 10.20

                                 PROMISSORY NOTE
                                 ---------------

US$1,000,000                                      Dated:   As of October 1, 2004

     FOR VALUE RECEIVED, the undersigned, MARCELLUS GROUP, L.L.C. a New York
limited liability company ("Maker"), hereby promises to pay to the order of
CROWN MILL RESTORATION DEVELOPMENT, L.L.C. a New York limited liability company
("Holder") the principal sum of One Million Dollars ($1,000,000)(the "Principal
Amount"), on or by November 1, 2006 (the "Maturity Date"), plus accrued and
unpaid interest as set forth below on the dates and in the installments set
forth below.

     1. The Maker shall pay to the Holder installments in the amount of
US$25,946.98 which shall be due and payable on the first day of November, 2004
and on the first day of each month thereafter through and including the Maturity
Date or earlier termination of this Note. Payments on this Note shall be applied
first to reduce any interest which shall have accrued hereunder, and then to
reduce the outstanding principal balance hereof. This Note may be prepaid by
Maker at any time, in whole or in part, together with all interest accrued to
the date of such prepayment without premium or penalty, upon notice to Holder.
Principal and interest shall be payable in lawful money of the United States of
America in immediately available funds, without any deduction, setoff or
counterclaim, at the address of Holder specified herein.

     2. This Note shall bear interest on the unpaid principal amount hereof
commencing on the date hereof at a rate of 8.0% per annum. Upon the occurrence
and during the continuance of an Event of Default, interest shall accrue on the
unpaid principal amount of this Note, from the date of such default until the
earlier of the date the principal sum is paid in full or, if applicable, the
date such default is cured, at the rate of 10% per annum (but not higher than
the applicable maximum rate provided by law). Any unpaid Accrued interest on the
outstanding principal amount of this Note shall be payable on the Maturity Date,
unless accelerated as a result of the occurrence of an Event of Default as set
forth below.

     3. The principal amount of this Note may be prepaid, at the option of
Maker, in whole at any time, together with all accrued interest upon ten (10)
days prior written notice to Holder.

     4. The unpaid principal amount of this Note, the accrued interest thereon
and all other obligations of Maker hereunder (collectively, the "Obligations"),
at the option of Holder, shall become immediately due and payable upon the
occurrence of any of the following events of default ("Events of Default"):

        (a) Maker shall fail to pay: (i) any installment payment pursuant to
Section 1 above within thirty (30) days of its due date; (ii) any principal or
accrued interest under this Note within thirty (30) days after the Maturity
Date; or (iii) any of the other monetary obligations to be paid by it under this
Note within thirty (30) days of the due date for payment of same.

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        (b) Maker shall default in the observance or performance of any material
agreements, covenants or conditions contained in this Note or in any other
document or instrument referred to herein or therein (except the failure to pay
monetary obligations) and fail to cure such default within thirty (30) business
days of the date Maker obtains notice thereof whether from Holder or otherwise.

        (c) Any present or future representation or warranty made by or on
behalf of Maker whether contained herein shall be false or incorrect in any
material respect when such representation or warranty is made.

        (d) The occurrence of any of the following with respect to Maker:
dissolution; termination of existence; insolvency; business cessation; calling
of a meeting of creditors; appointment of a receiver for any property;
assignment for the benefit of creditors or admit in writing its inability to pay
its debts as they become due; voluntary commencement of any proceeding under any
bankruptcy or insolvency law; commencement of any involuntary proceeding under
any bankruptcy or insolvency law and if any such involuntary proceeding is not
dismissed within 45 days or the relief requested is granted; entry of a court
order which enjoins or restrains the conduct of business in the ordinary course.

     5. Maker shall reimburse Holder for all costs and expenses incurred by
Holder and shall pay the reasonable fees, disbursements and out of pocket
expenses of counsel to Holder in connection with the enforcement of Holder's
rights hereunder. Maker shall also pay any and all taxes (other than taxes on or
measured by net income of the holder of this Note) recording fees, filing
charges, search fees or similar items incurred or payable in connection with the
execution and delivery of this Note.

     6. Maker shall indemnify, defend and save Holder harmless from and against
any and all claims, liabilities, losses, costs and expenses (including, without
limitation, reasonable attorneys' fees, disbursements and out of pocket
expenses) of any nature whatsoever which may be asserted against or incurred by
Holder arising out of or in any manner occasioned by or any failure by Maker to
perform any of its obligations hereunder.

     7. Maker agrees to do such further acts and to execute and deliver to
Holder such additional agreements, instruments and documents as Holder may
reasonably require or deem advisable to effectuate the purposes of this Note, or
to confirm to Holder its rights, powers and remedies under this Note.

     8. (a) Any notice or other communication required or permitted hereunder
shall be in writing and shall be delivered or transmitted personally by
messenger, by recognized overnight courier, telecopied or mailed (by registered
or certified mail, postage prepaid) as follows:

                           (i) If to Maker, one copy to:

                           MARCELLUS GROUP, LLC
                           22 West Main Street
                           Marcellus, New York 13108
                           Attention: V. William Lucchetti, Jr.

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                           (ii) If to the Holder:

                           Crown Mill Restoration Development, LLC
                           25 Broad Street, Tower Suite I
                           New York, New York 10004
                           Attention: V. William Lucchetti, Jr.

        (b) Each such notice or other communication shall be effective: (i) if
given by telecopier, when such telecopy is transmitted to the telecopier number
specified in Section 8(a) (with confirmation of transmission received by the
sender); or (ii) if given by any other means, when received at the address
specified in Section 8(a). Any party by notice given in accordance with this
Section 8 to the other party may designate another address (or telecopier
number) or person for receipt of notices hereunder.

     9. This Note contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto.

     10. This Note may be amended, superseded, cancelled, renewed or extended
only by a written instrument signed by Holder and Maker. Any provisions hereof
may be waived by a party but any such waiver must be in writing signed by such
party and any such waiver shall be effective only in the specific instance and
for the specific purpose for which given. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any such right, power
or privilege, nor any single or partial exercise of any such right, power or
privilege, preclude any further exercise thereof or the exercise of any other
such right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party may
otherwise have at law or in equity.

     11. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed entirely within such State, without regard to the conflict of laws
rules thereof.

     12. Maker irrevocably: (a) agrees that any suit, action or other legal
proceeding arising out of this Agreement may be brought in the courts of the
State of New York or the courts of the United States located in New York County,
New York; (b) consents to the jurisdiction of each court in any such suit,
action or proceeding; (c) waives any objection which it may have to the laying
of venue of any such suit, action or proceeding in any of such courts; (d)
waives the right to assert any counterclaim in any such suit, action and
proceeding; and (e) waives the right to a trial by jury in any such suit, action
or other legal proceeding.

     13. This Note and all of its provisions, rights and obligations shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, assigns and legal representatives. Nothing herein express
or implied is intended or shall be construed to confer upon or to give anyone

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other than the parties hereto and their respective heirs, legal representatives
and successors any rights or benefits under or by reason of this Agreement and
no other party shall have any right to enforce any of the provisions of this
Agreement.

     14. If any provision of this Note for any reason shall be held to be
illegal, invalid or unenforceable, such illegality shall not affect any other
provision of this Note, but this Note shall be construed as if such illegal,
invalid or unenforceable provision had never been included herein.


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



ATTEST:
                                            MAKER:
                                            MARCELLUS GROUP, LLC

/s/                                         By:  /s/
-----------------------------                  -------------------------------
                                            Name:     V. William Lucchetti, Jr.
                                            Title:    Manager

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