EXHIBIT 10.2



                                 PROMISSORY NOTE
$350,000.00                                                    December 22, 2003

                  FOR VALUE RECEIVED, the undersigned (Maker) promises to pay to
the order of The Fortius Foundation Fund (Payee), at its address, 590 Madison
Avenue, New York, New York 10022, the principal sum of THREE HUNDRED FIFTY
THOUSAND ($350,000.00) DOLLARS, together with interest thereon at the rate of
twelve (12%) per annum. at the rate hereinafter provided for on the unpaid
principal balance of this note from time to time outstanding until paid in full.
The entire principal and interest shall be due and payable in part on a pro-rata
basis at the end of the three month term on March 22, 2003.

                  This note shall, at the option of the holder, become
immediately due and payable, without notice or demand, upon the happening of any
one of the following specified events, with respect to the Maker hereof: (a)
failure for ten (10) days to pay any amount as herein agreed, (b) default in the
performance of any other obligation to the holder hereof, (c) insolvency of the
Maker hereof, (insolvency being defined herein as the inability to pay
liabilities at normal maturity, or an excess of total liabilities over total
assets, or both), (d) the making of a general assignment for the benefit of
creditors, (e) the filing of any petition or the commencement of any proceeding
by or against the Maker or any guarantor for any relief under any bankruptcy, or
insolvency laws or any laws related to the relief of debtors, readjustment of
indebtedness, reorganizations, composition or extensions, (f) the appointment of
a receiver of, or the issuance or making of a writ or order of attachment or
garnishment against, any of the property or assets of the Maker, or guarantors,
or (g) termination of the transaction of the usual business of the Maker of this
note.

                  The undersigned and the guarantors of this note hereby waive
presentment for payment, notice of nonpayment and dishonor, protest and notice
of protest; waive trial by jury in any action or proceedings arising on, out of,
under or by reason of this note; consent to any renewals, extensions and partial
payments of this note or the indebtedness for which it is given without notice
to them, and consent that no such renewals, extensions or partial payments or
release or modification of any collateral securing this note or the indebtedness
for which it is given, shall discharge any party hereto from liability hereon in
whole or in part. If this note be not paid when due, and if it is placed with an
attorney for collection, the Maker, Makers, Endorsers and Guarantors agree to
pay all costs of collection, including a reasonable attorney's fee. This note
may not be changed or terminated orally.

                  The rights and remedies of the holder hereof, under this note
and under any and all of the guarantees and under or upon any collateral
security of any nature held by the holder hereof and securing this note or the
indebtedness for which it is given shall be deemed cumulative, exercise of any
right or remedy shall not be regarded as barring any other remedy or remedies.
The institution of any action to recover any portion of the indebtedness
evidenced by this notice shall not be deemed a waiver of any other right of the
holder hereof.

                  The acceptance of any installments or payments by the holder
hereof after the due date herein, or the waiver of any breach or default shall
not constitute a waiver or prevent the holder hereof from immediately pursuing
any or all of its remedies hereunder. It is further understood and agreed, that
the interest rate herein shall become sixteen (16%) percent, or the highest rate
permitted by law, after default or maturity until this obligation has been paid
in full.

<PAGE>

                  Failure at any time to exercise any of the rights of Payee
hereunder shall not constitute a waiver of such rights and shall not be a bar to
exercise of any of such rights at a later date. In the event of commencement of
suit to enforce payment of this note, the prevailing party shall be entitled to
receive the costs of collection including reasonable attorneys' fees and court
costs.
                  The Maker of this note shall have the privilege to prepay the
indebtedness herein at any time, in whole or in part, with interest, and without
penalty.

                  IN WITNESS WHEREOF, the undersigned has caused this promissory
note to be duly executed as of the date first written below.


Dated: December 22, 2003             XRG, INC., Maker

                                     By:
                                        ---------------------------------------
                                                    , President

                                     By: ______________________________________


                                     By: ______________________________________