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                                                                   EXHIBIT 10.16

                                 AMENDMENT NO. 3
                                       TO
               AMENDED AND RESTATED NON-NEGOTIABLE PROMISSORY NOTE

         This Amendment No. 3 to the Amended and Restated Non-Negotiable
Promissory Note (this "Amendment") is executed as of November 14, 2002, by The
MacReport.Net, Inc., a Delaware corporation, (the "Maker") and Sherman Winski
(the "Payee") to amend the Amended and Restated Non-Negotiable Promissory Note
dated November 16, 2001, as amended and restated on January 8, 2002, among those
parties (the "Note").

         The Maker and the Payee desire to amend the Note and further agree as
follows:

1. Capitalized Terms. Except as expressly provided in this Amendment, all
capitalized terms used in this Amendment have meanings ascribed to them in the
Note and those definitions are incorporated by reference into this Note.

2. The first sentence of the Note shall be deleted and the following sentence
shall be substituted therefor:

"For value received, the undersigned, The MacReport.Net, Inc., a Delaware
corporation, (the "Maker") hereby promises to pay to the order of Sherman Winski
(the "Payee") the principal sum of One Hundred Thousand Dollars ($100,000) which
shall be on June 1, 2003 (the "Final Maturity Date"), together with accrued
interest thereon at the rate set forth in Section 2 below."

3. Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original as against the party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument. This Amendment shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of all the
parties reflected hereon as the signatories.

4. Third Parties. Except as specifically set forth or referred to herein,
nothing herein express of implied is intended or shall be construed to confer
upon or give to any person other than the parties hereto and their permitted
successors or assigns, any claims, rights, remedies under or by reason of this
Amendment.

5. Governing Law. This Amendment shall be governed 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 and the federal laws of the United States
of America, without regard to the conflict of laws rules thereof.


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         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.

                                     THE MACREPORT.NET, INC.


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




                                                      /s/
                                     ----------------------------------------
                                     Sherman Winski