Exhibit 10.32

                                PROMISSORY NOTE

U.S.  $5,000,000                                             FEBRUARY  23,  2004

     FOR  VALUE  RECEIVED,  the  undersigned,  GCD  ACQUISITION CORP., a Florida
corporation (the "Maker"), hereby promises to pay to CNG HOTELS, LTD., a limited
liability  company  organized  and  existing  under  the  laws  of  Ireland (the
"Holder"),  the  sum  of  five million dollars ($5,000,000) in same day funds in
lawful  money of the United States of America. The principal amount of this Note
shall  be  due  and  payable  on  the  fifth (5th) anniversary of the Closing as
defined  in  the Settlement Agreement (the "Maturity Date"). Payments under this
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Note  shall  be  made at such place as the Holder may designate. This Promissory
Note is issued pursuant to the Settlement Agreement (the "Settlement Agreement")
                                                          --------------------
dated  February  23,  2004, by and among the Maker; the Holder; Around the World
Travel,  Inc.;  Around  the World Holdings, LLC; Seaway Hospitality Corporation;
TraveLeaders Group, LLC, Keith St. Clair; Jim Tolzien; Gene Prescott; Seaway Two
Corporation;  Finbarr  Power;  Corporate  Finance  Ireland Limited; Luke Mooney;
Tzell  Travel & Tours, Inc.; Tzell America; Tzell New England; Tzell West; Tzell
Travel  LLC;  Barry  Liben; Jerry Behrens; David Buda; and HoteLeaders, Ltd. All
capitalized  terms  used,  but  not otherwise defined herein, shall the meanings
ascribed  in  the  Settlement  Agreement.

     1.     Non-recourse  Note.  Source of Payment. The Maker hereby agrees that
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any  amounts  actually received by Maker on the payment of principal or interest
on  the  Galileo  Debt shall first be applied to pay amounts due hereunder (with
the  application to principal and interest to be made in such order as the Maker
designates,  in  its  sole  discretion).  By acceptance of this Note, the Holder
acknowledges  and  agrees  that  this  Note  is a non-recourse obligation of the
Maker,  and  is  limited in right of payment to amounts actually received by the
Maker  from  the proceeds of the Galileo Debt and without recourse to any assets
of  the  Maker. Except with regard to the Maker's obligations under Section 5 of
the  Settlement  Agreement  to pay over to Holder amounts actually received from
AWT  on  the  Galileo  Debt, Maker is not personally liable for payments on this
Note  and  Holder  agrees  not  to  seek to recover any amounts (other than such
amounts Maker actually receives from the Galileo Debt) from the Maker and except
with  regard  to Maker's obligations under Section 5 of the Settlement Agreement
to pay over to Holder amounts actually received from AWT on the Galileo Debt, no
judgment may be entered against the Maker for any amounts hereunder, nor are any
of the assets of Maker subject to lien, garnishment, levy, attachment or similar
action  by  the  Holder  whether  upon default or otherwise. Maker shall have no
obligation  to  lake  any action to enforce any of the terms of the Galileo Debt
including  collection  thereof.

     2.     Interest  Payments.  Subject  to  Section  1 herein, interest on the
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unpaid  principal  amount  shall be payable every six months in arrears with the
first payment due six (6) months after the date of the Closing of the Settlement
Agreement  Interest shall accrue from the date hereof at the rate of three-month
LIBOR  plus  1%  and shall be computed on the basis of the actual number of days
elapsed over a 360-day year. For purposes of this Note "LIBOR" means, in respect
of  any  relevant  sum  and  for  each  three month period beginning on the dale
hereof,  the  rate  reasonably  determined by the Maker to be the offer rate for
U.S.  Dollar  deposits  on  the  London  interbank market at or about 11:00 a.m.
London time two business days before (i) with respect to the initial period, the
date  hereof,  and  (H)  with respect to each subsequent period, the three-month
anniversary  of  the first day of the preceding period. Notwithstanding anything
herein  to the contrary, the Holder agrees that any and all interest that may be
payable  hereunder, shall be payable only to the extent that Maker receives such
amount  from Around the World Travel, Inc, ("AWT") or Around the World Holdings,
LLC. ("AWH") on the Galileo Debt and Holder agrees to look solely to AWT and AWT
for  payment  of  such  interest  hereunder.  To the extent AWT or AWH makes any
interest  payment directly to Holder pursuant to this Note, such payment will be
credited  to  any  interest  accrued  under  the  Galileo  Debt.

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     3.     Event of Default. This Note shall become immediately due and payable
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without  notice  or  demand, at any time, there is an entry of a final order for
relief  against  the Maker in any proceedings under die United States Bankruptcy
Code  or any other state bankruptcy, reorganization, receivership, insolvency or
other similar laws affecting the rights of creditors generally. Notwithstanding,
Holder  agrees  not to file, commence, institute or otherwise participate in any
involuntary  proceedings  against  the  Maker under the United States Bankruptcy
Code  or any other state bankruptcy, reorganization, receivership, insolvency or
other  similar  laws  affecting  the  rights  of  creditors  generally.

     4.     Subordination.  This  Note  and amounts payable hereunder, including
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principal and interest, shall be unsecured obligations of the Maker and shall be
subordinate  and  junior  in  right  of payment to all indebtedness of the Maker
whether  presently  existing or hereinafter incurred from time to time by Maker.
The  Holder, by his acceptance hereof, covenants and agrees that all payments of
principal  and  interest  on  the  Note by the Maker shall be subordinated as so
specified.

     5.     Waiver.  The  Maker  hereby  waives  diligence, presentment, demand,
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protest and notice of any kind whatsoever. The non-exercise by the Holder of any
of his rights hereunder in any particular instance shall not constitute a waiver
thereof  in  that  or  any  subsequent  instance.

     6.     No, Assignment. Neither this Note nor any unpaid proceeds hereof may
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be  assigned,  negotiated  or  otherwise  transferred  by  the  Holder.

     7.     Prepayments.  The  Maker  may,  in its sole and absolute discretion,
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prepay  all  or,  from time to time, any portion of this Note without payment of
any  premium  or  penalty.

     8.     Waiver  of  Jury  Trial. The Maker and the Holder hereby irrevocably
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and unconditionally waive, to the fullest extent each such party may legally and
effectively do so, trial by jury in any action, suit or proceeding arising under
or  relating  to  this  Note.

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     9.     Holder  Agreement,  The Holder by his receipt and acceptance of this
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Note  hereby  agrees  to  be legally bound by the provisions of this Note in all
respects.

     10.     Certain  Fees.  Subject to the provisions of paragraph 1 hereof, if
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this Note shall not be paid according to the terms thereof and strictly as above
provided,  Maker  hereby agrees to pay the Holder hereof in addition to the sums
above  stated,  a  reasonable  sum  as  an  attorney's  fee, which shall include
attorney's fees at trial level and on appeal, together with all reasonable costs
incurred  in  connection  therewith,  whether  suit  be  brought  or  not.

     11.     Governing  Law. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
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GOVERNED  BY  THE  LAWS OF THE STATE OF FLORIDA OF THE UNITED STATES OF AMERICA.

     IN  WITNESS  WHEREOF, the undersigned has executed this Note as of the date
first  above  written.

                                          GCD ACQUISITION CORP.

                                          By: /s/ Gene Prescott
                                              -------------------
                                          Name: Gene Prescott
                                          Title: President

ATTEST

By: /s/ Robert E. Butler
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Name: Robert E. Butler
Title: Secretary

AGREED AND ACCEPTED:
CNG HOTELS, LTD., a limited liability company organized and existing under the
laws of Ireland

                                          By: Luke Mooney
                                              -------------------
                                          Name: Luke Mooney
                                          Title: Director

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