Exhibit 10.64

This Non-Negotiable Promissory Note has not been registered under the Securities
Act of 1933. It may not be offered or transferred by sale, assignment, pledge or
otherwise unless (i) a registration statement for such Non-Negotiable Promissory
Note under the Securities Act of 1933 is in effect or (ii) the Company has
received an opinion of counsel, which opinion is satisfactory to the Company, to
the effect that such registration is not required under the Securities Act of
1933.


                                 NON-NEGOTIABLE
                                 --------------
                                 PROMISSORY NOTE
                                 ---------------

Principal: $30,000                                                New York, NY
Interest:  10%                                                  April 30, 2001

         FOR VALUE RECEIVED,  the undersigned  WealthHound,  Inc., a corporation
with its  principal  address  at 225  Broadway,  Suite 910,  New York,  NY 10007
("Maker" or "Company") hereby promises to pay to the order of Michael D. Farkas,
a Florida Resident ("Payee"),  the principal sum of Thirty Thousand ($30,000.00)
Dollars (the "Principal Amount"), together with interest as set forth herein (as
the same may be supplemented, modified, amended or restated from time to time in
the manner provided herein, this "Note"). Interest on the Principal Amount shall
accrue at the rate of Ten Percent (10%) per annum, to be paid in lawful money of
the United States at the above address of the Payee or such other place as Payee
may designate.


         1. Payment of Principal and Interest.  The  Principal  Amount  together
with all interest  accruing  thereon  shall be paid by the Maker to the Payee by
June 1, 2001,  except that all of the  Principal  Amount and  Interest  accruing
thereon  shall  be  due  upon  the  earlier  of  (i)  the  occurrence  of a Sale
Transaction  (as defined  below),  or (ii) the occurrence of an Event of Default
(as defined below).

         2.  Prepayment.  The Maker  shall have the right to prepay this Note in
full at any time, or in part from time to time, without penalty or premium.  Any
such  prepayment  shall be applied first to any accrued  interest to the date of
prepayment, and then to any remaining principal balance.

         3. Sale Transaction.

         3.1 A "Sale  Transaction"  shall be  deemed to have  occurred  upon the
happening of any of the following events:
<PAGE>


         (a) (i) a merger or  consolidation  of the Company with or into another
issuer;  or (ii) the  exchange  or sale of all or a portion  of the  outstanding
shares of the Company for securities of another issuer,  or other  consideration
provided by such issuer or another party to such transaction; and in the case of
either (i) or (ii), the Company's shareholders prior to the transaction,  do not
possess,  immediately after such transaction,  more than 50% of the voting power
of the  securities  issued and  outstanding of any one or more of the following:
(x) the Company;  (y) such other issuer;  or (z) such other constituent party to
the transaction; or

         (b) a sale (other than in the ordinary course of business) of more than
90% of the  Company's  assets to a third party not an  Affiliate  of the Company
immediately prior to such transaction.

         3.2 As used in this  Section 3, the  following  terms have the meanings
set forth below:

         3.2.1 "Affiliate" means a Person that directly,  or indirectly  through
one or more  intermediaries,  controls,  or is controlled by, or is under common
control with, such Person.

         3.2.2  "Person" means an individual,  a partnership,  a corporation,  a
trust,  a  joint  venture,  a  limited  liability  company,   an  unincorporated
organization,  a government  or any  department  or agency  thereof or any other
entity.

         4.  Events of Default.  An "Event of Default"  shall be deemed to occur
upon the happening of any of the following  events:  (a) the Maker shall fail to
make any payment of any  principal  and interest  payable under this Note in the
manner or at the time  provided for in this Note,  after 10 days written  notice
has been  given by Payee of such  failure  and Maker  shall not have  cured such
failure  within such  period;  (b) the Maker  shall  become  insolvent  (however
evidenced) or be unable, or admit in writing its inability,  to pay its debts as
they  mature;  (c) the  Maker  shall  make an  assignment  for  the  benefit  of
creditors,  or consent to the appointment of a receiver; (d) the commencement of
any  proceedings  by the Maker under any law or statute  concerning  bankruptcy,
arrangement of debt,  insolvency or readjustment of debt, or the commencement of
any such proceedings without the consent of the Maker and such proceedings shall
continue  undischarged  for a period of sixty (60) days; or (e) the Maker or its
shareholders approve a plan of liquidation for the Maker.

         5. Interest Upon Default. Without limiting any other rights or remedies
of the Payee in accordance with this Note or applicable law, in the event of the
occurrence of an Event of Default,  Payee,  at its election,  may accelerate and
demand  immediate  payment of the Principal and accrued  interest due under this
Note and  Payee  shall be  liable  for all such  amounts.  Maker  hereby  waives
presentment, demand, notice, protest, and the benefit of any homestead exemption
law of any state and all other  formalities  in  connection  with the  delivery,
acceptance, performance or enforcement of this Note.

                                      -2-
<PAGE>

         6.  Representations  by Payee. The Payee  acknowledges that the Company
will rely on the information and on the  representations  set forth herein,  and
the undersigned hereby represents, warrants and agrees that:

         6.1 The Payee is an  "Accredited  Investor",  as that  term is  defined
under Section 501(a) of Regulation D under the Act.

         6.2 The Payee has not  received  any  general  solicitation  or general
advertising regarding this Note.

         6.3 The Payee has sufficient  knowledge and experience in financial and
business  matters so that he or it is able to  evaluate  the merits and risks of
accepting  this Note as well as substantial  experience in previous  private and
public purchases of securities.

         6.4 The Payee  understands  that an investment in the Company  involves
significant  risk.  The Payee does not require the funds being used to invest in
the Company for his liquidity or other needs,  possesses the ability to bear the
economic  risk of holding the this Note  indefinitely  and can afford a complete
loss of its investment in the this Note.

         6.5 The Payee has had full  opportunity to ask questions of and receive
answers  from  the  Company  and its  officers  and  authorized  representatives
regarding  the  terms  and   conditions  of  this  Note  and  the   transactions
contemplated  hereby, as well as the affairs of the Company and related matters.
The Payee confirms that he does not desire to receive any further information.

         6.6 The Payee  understands  that this Note has not been  filed  with or
reviewed by the Commission nor the securities department of any state because of
the private or limited  nature of this offering as defined by  applicable  laws,
and that  this  Note has not been  registered  with  the  Commission  under  the
Securities Act of 1933, as amended,  nor with the  securities  department of any
state in reliance upon an exemption therefrom for non-public offerings.

         6.7 The Payee is a bona fide  resident of the state set forth above and
further represents that (a) if a corporation,  partnership,  trust or other form
of business  organization,  it has a principal office within such state; and (b)
if an individual, he has his principal residence in such state.

         6.8 The Payee  represents  and warrants that the Note is being acquired
for  investment  purposes and not with a view to or for a sale or  distribution.
The Payee  represents  that  there is no  contract,  undertaking,  agreement  or
arrangement with any person to sell, transfer or pledge to such person or anyone
else this Note or any part hereof,  and the Payee has no present  plans to enter
into such  contract,  undertaking,  agreement  or  arrangement  and will neither
directly or indirectly seek to assign, transfer or sell the same.

         6.9 The Payee  represents and warrants that he understands  and will be
responsible for all tax consequences resulting from or incident to this Note and
understands that acceptance of this Note may involve the imposition of tax based
on an original issue discount attributed hereto.

                                      -3-
<PAGE>

         7.  Governing  Law.  This Note shall be governed  by, and  construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts or choice of laws thereof.  This Note shall not be  interpreted  or
construed with any presumption  against the Payee by virtue of the Payee causing
this Note to be drafted.

         8. Amendments. No amendment,  modification,  or waiver of any provision
of this  Note nor  consent  to any  departure  by the Maker  therefrom  shall be
effective  unless the same  shall be in writing  and signed by the Payee and the
Maker.

         9.  Successors  And  Assigns.   This  Note  shall  not  be  negotiable,
transferable or assignable by the Payee without the prior written consent of the
Maker whether by operation of law or otherwise.  This Note shall be binding upon
the Maker and its  successors  and permitted  assigns and the terms hereof shall
inure to the benefit of the Payee and its successors and assigns, if any.

         10.  Entire  Agreement.  This Note sets forth the entire  agreement and
understanding  of the Maker and the Payee with respect to the subject  matter of
this Note.

         11. Waiver of the Right to Trial by Jury. The Maker hereby  irrevocably
waives the right to trial by jury in any action,  suit,  claim,  counterclaim or
other  proceeding,  whether in  contract  or tort,  at law or in equity,  in any
manner connected with this note or any transactions  contemplated hereunder. The
exclusive jurisdiction of any disputes arising hereunder shall be in the federal
or state courts of the State of New York in New York County.

         12.  Notices.  Any  notice,  request,  demand  or  other  communication
permitted or required to be given hereunder  shall be in writing,  shall be sent
by one of the  following  means to the  addressee at the address set forth above
(or at such other  address  as shall be  designated  hereunder  by notice to the
other parties and persons receiving  copies,  effective upon actual receipt) and
shall be deemed  conclusively to have been given:  (a) on the first Business Day
(as hereinafter defined) following the day timely deposited with Federal Express
(or other equivalent  national overnight courier) or United States Express Mail,
with the cost of delivery  prepaid;  (b) on the fifth Business Day following the
day duly sent by certified or registered United States mail, postage prepaid and
return  receipt  requested;  or (c) when  otherwise  actually  delivered  to the
addressee.  Copies may be sent by regular  first-class mail, postage prepaid, to
such  person(s) as a party may direct from time to time by notice to the others,
but failure or delay in sending copies shall not affect the validity of any such
notice, request, demand or other communication so given to a party. For purposes
hereof,  "Business  Day"  shall  mean any day  during  which  banks are open for
business  in New York,  New York,  other than any  Saturday,  Sunday or a day on
which commercial banks in New York State are authorized or required to close.

                                      -4-
<PAGE>

         IN WITNESS  WHEREOF,  the Maker and Payee have executed this Note as of
the date first written above.

MAKER:                                         PAYEE:

WEALTHHOUND, INC.


By:/s/ Robert Schechter                     By: /s/ Michael D. Farkas
   ---------------------------------           ---------------------------------
     Name: Robert Schechter                       Name: Michael D. Farkas
     Title: Secretary


                                      -5-