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                                                                   EXHIBIT 10.15


PROMISSORY NOTE

$3,000,000

                                                              Albany, New York
                                                              October 14, 2002

         FOR VALUE RECEIVED, the undersigned, KC ACQUISITION CORP, a New Jersey
corporation, having an officer for the transaction of business at 2210 Landmark
Place, Manasquan New Jersey 08736, herein designated as the Borrower, does
hereby promise to pay to the order of Lynn A. Smith, an individual residing at 8
Beech Ridge Road, Clifton Park, New York 12065, hereinafter designated as the
Lender, the principal sum of THREE MILLION ($3,000,000) Dollars together with
interest as set forth below in the following manner:

         COMMENCING on the first day of November 2002, and continuing on the
first day of each subsequent month thereafter, to and including March 15, 2004,
Borrower shall pay Lender interest only calculated on the principal amount of
Three Million and 00/100 ($3,000,000) Dollars at a rate which shall be equal to
the preferred broker call rate charged by Bear Stearns Securities Corp. to its
correspondent Broker Dealers on the date of execution of this Note, plus two and
one half (2 1/2%) percent per annum, which rate is initially six and one quarter
(6 1/4%) percent, which rate adjusts whenever the Broker Call Rate changes, to
and including March 15, 2004, when the full amount of principal and interest
remaining unpaid, if any, shall be due and payable.

         The term "Broker Call Rate" shall be the preferred rate of interest
charged by Bear Stearns Securities Corp. from time to time to its correspondent
Broker Dealers.

         To the extent any portion of the Three Million Dollar loan proceeds
advanced are marketable securities (the "Securities"), any gains or losses on
the Securities will be recognized by the Lender. Lender shall have full right to
substitute any of the Securities with other securities of greater or equal value
or cash equal to the outstanding principal amount. Lender agrees that if the
portion of loan proceeds advanced are Securities and the value of these
Securities falls below $3,000,000 for a period of ten successive business days,
then Lender will deposit additional cash or marketable securities to restore the
value of the total loan proceeds to $3,000,000.

         Upon any default hereof the Borrower further promise(s) to pay all
costs of collection and reasonable attorney fees incurred by the holders hereof.
If the undersigned is more than one, their convenants and obligations hereunder
are joint and several and each hereby waives demand, diligence, presentment,
protest and notice of any kind, and to the fullest extent permitted by law, all
rights to plead any statute of limitations as a defense to any action hereunder.

         Partial payment shall be applied to the last maturing payments due on
the Loan, shall be in one or more increments of the monthly amount due on
principal, shall not extend or postpone the due date of any subsequent monthly
installment or change the amounts of such installments unless the holder of the
line of credit loan shall otherwise expressly agree in writing. There shall be
due and owing by the Borrower a late charge of two percent (2%) of any monthly
payment on any such payment which is ten (10) days or more past due.

         Notwithstanding anything to the contrary herein contained, to the
extent that the toal amount of interest received in any year exceeds the Maximum
Rate permitted by law, then the amount so determined to be in excess shall be
applied in reduction of principal of this Note.

         If more than one person join in the execution of this Note, and if any
be of the feminine sex, the relative words herein shall be read as if written in
the plural, or in the feminine gender, as the case may be.


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         This Note may not be changed or terminated orally.

         Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.

         If the Borrower consists of two or more parties, such parties shall be
jointly and severally liable on all obligations hereof.

         IN WITNESS WHEREOF, the undersigned have executed this Note the date
and year first written above.


                                  KC ACQUISITION CORP.


                                  By: /s/ Thomas J. Few
                                      -----------------------------------------
                                      Thomas J. Few, Sr., President


STATE OF NEW JERSEY }
COUNTY OF           }  SS.

         On the 14th day of October, in the year 2002, before me, the
undersigned, personally appeared Thomas J. Few, Sr., personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity, and that by
his/her/their signatures on the instrument, the individual(s), or the persons
upon behalf of which the individual(s) acted, executed the instrument.


                                           /s/ Jamie A. Kulin
                                           ------------------------------------
                                           Notary Public


                                                  JAMIE A. KULIN
                                           NOTARY PUBLIC OF NEW JERSEY
                                       MY COMMISSION EXPIRES MAR. 19, 2006