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                                                                  EXHIBIT 10.49

                                PROMISSORY NOTE

$135,000.00                                              Coral Springs, Florida
                                                                   May 30, 2000

         FOR VALUE RECEIVED the undersigned Mark Cleveland (the "Debtor") by
this promissory note (the "Note") promises to pay to PNV Inc., a Delaware
corporation (the "Payee") or his assigns, the principal amount of One Hundred
Thirty-five Thousand Dollars ($135,000.00) with interest at seven percent
(7.0%) (the "Base Rate") compounded monthly until default, both principal and
interest payable in lawful money of the United States of America, at 11711 39th
Street, N.W., Coral Springs, Florida, Attention: Tony Ballerino, or such place
as the holder hereof may designate in writing.

         Principal and interest will be due and payable as follows: Debtor will
pay the Payee all outstanding principal and accrued but unpaid interest in on or
before the date of the closing of the sale of Debtor's personal residence
located at 4240 Southwest Fir Grove Lane, Wilsonville, Oregon; provided,
however, that if such sale has not occurred on or before December 31, 2000, then
all outstanding principal and accrued but unpaid interest shall be immediately
due and payable (the "Maturity Date").

         The Debtor will have the right to prepay this Note in full or in part
at any time without premium or penalty. If not sooner paid, the entire
remaining indebtedness will be due and payable on the Maturity Date. If this
Note is not paid in full when due, the rate of interest from and after such due
date will be the Base Rate plus one percent (1%) per annum, compounded daily on
the unpaid amount; however, if the Maturity Date is extended, whether before or
after the expiration of the prior Maturity Date, the one percent (1%)
additional interest will not be applicable.

         All payments of principal, interest and other amounts payable on or in
respect of this Note or the indebtedness evidenced hereby will be made to the
Payee by wire transfer of immediately available federal funds to the Payee's
designated account or by the Debtor's check delivered to the Payee's address,
as determined by the Debtor in its sole discretion. All payments on or in
respect of this Note or the indebtedness evidenced hereby will be made to the
Payee without set-off or counterclaim and free and clear of and without
deductions of any kind.

         All parties to this Note, including maker and any sureties, endorsers,
or the guarantor hereby waive protest, presentment, notice of dishonor, and
notice of acceleration of maturity and agree to continue to remain bound for
the payment of principal, interest and all other sums due under this Note and
any instruments securing this Note notwithstanding any change or changes by way
of release, surrender, exchange, modification or substitution of any security
for this Note or by way of any extension or extensions of time for the payment
of principal and interest; and all such parties waive all and every kind of
notice of such change or changes and agree that the same may be made without
notice or consent of any of them.


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         Upon default the holder of this Note may employ an attorney to enforce
the holder's rights and remedies and the maker, principal, surety, guarantor
and endorsers of this Note hereby agree to pay to the holder reasonable
attorneys fees not exceeding a sum equal to fifteen percent (15%) of the
outstanding balance owing on said Note, plus all other reasonable expenses
incurred by the holder in exercising any of the holder's rights and remedies
upon default. The rights and remedies of the holder as provided in this Note
and any instruments securing this Note will be cumulative and may be pursued
singly, successively, or together against any funds, property or security held
by the holder for payment or security, in the sole discretion of the holder.
The failure to exercise any such right or remedy will not be a waiver or
release of such rights or remedies or the right to exercise any of them at
another time.

         This Note is to be governed and construed in accordance with the laws
of the State of Florida without respect to the principles of the choice of law
or the conflict of laws. Except to the extent that the laws of the United
States may apply to the terms hereof, the substantive laws of the State of
Florida will govern the validity, construction, enforcement and interpretation
of this Note. In the event of a dispute involving this Note or any other
instruments executed in connection herewith, the undersigned hereby irrevocably
agrees that venue for such dispute will lie in any court of competent
jurisdiction in Broward County, Florida.

         IN WITNESS WHEREOF, this Promissory Note has been duly executed and
delivered by the Debtor as of the date first set forth above.



                                        /s/ Mark Cleveland
                                        Mark Cleveland, Individually