PROMISSORY NOTE


$65,000.00                                   Executed at Broward County, Florida
                                                January 30, 2003

      FOR VALUE RECEIVED, Le@p Technology, Inc., a Delaware corporation with a
principal place of business at 5601 N. Dixie Highway, Suite 411, Fort
Lauderdale, Florida 33334 ("Maker"), promises to pay to the order of the M. Lee
Pearce 1998 Irrevocable Trust (the "Payee"), the principal sum of SIXTY-FIVE
THOUSAND AND NO/DOLLARS ($65,000.00), together with interest at the "Prime Rate"
(as hereinafter defined), as announced from time to time), due and payable in
one lump sum of principal and interest on January 15, 2004. "Prime Rate" shall
mean the prime commercial lending rate set forth in the "Money Rates" section of
The Wall Street Journal, as announced from time to time. Principal and interest
shall be payable to the Payee at the following address: 16 La Gorce Circle,
Miami Beach, FL 33141, or such other place as the Payee may designate.

      This Promissory Note (this "Note") is issued subject to the following
additional terms and conditions:

      1. Type of Payment. Payment of both principal and interest shall be made
in currency of the United States of America which at the time of payment shall
be legal tender for the payment of public and private debts.

      2. Manner of Payment. Payment shall be made to Payee at the Payee's
address set forth above or such other place as Payee may designate in writing.

      3. Interest on Overdue Payments. From and after the date which is fifteen
(15) days after the date upon which any payment of principal hereunder becomes
due and payable, if the same is not timely paid, interest shall be payable on
all sums outstanding hereunder at fifteen percent (15%) per annum.

      4. Miscellaneous.

            (A) This Note shall be binding upon the Maker and its successors and
assigns.

            (B) If any provision hereof shall be held invalid or unenforceable
by any court of competent jurisdiction or as a result of future legislative
action, such holding or action shall be strictly construed and shall not affect
the validity or effect of any other provision hereof.

<PAGE>

            (C) The validity, interpretation and effect of this Note shall be
exclusively governed by, and construed in accordance with, the laws of the State
of Florida, excluding the "conflict of laws" rules thereof.

            (D) This Note may not be amended or modified, nor shall any waiver
of any provision hereof be effective, except by an instrument in writing
executed by the Maker and Payee.

            (E) In case suit shall be brought for the collection hereof, or if
it is necessary to place the same in the hands of an attorney for collection,
the Maker agrees to pay reasonable attorneys' fees and costs for making such
collections.

      IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of
the day and year first above written.

                                              LE@P TECHNOLOGY, INC.


                                              By /s/ Timothy C. Lincoln
                                                 -----------------------
                                              Name:    Timothy C. Lincoln
                                              Acting Principal Executive Officer