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EXHIBIT 10.30
                         NON-NEGOTIABLE PROMISSORY NOTE


$1,200,000                                                  September 30, 2002


     FOR VALUE RECEIVED, Stronghold Technologies, Inc., a New Jersey corporation
("Maker"),  promises to pay to Christopher J. Carey,  an individual  resident in
New Jersey  ("Payee"),  in lawful  money of the United  States of  America,  the
principal sum of One Million Two Hundred Thousand Dollars  ($1,200,000),  in the
manner provided below.

     In consideration of meeting the requirements of a commercial loan agreement
of the Maker's senior lending institution, United Trust Bank, this Note has been
executed and delivered as a replacement  for a note and loan document  completed
and executed  pursuant to and in accordance with the terms and conditions of the
Securities  Purchase  Agreement,  dated May 15, 2002, by and among Maker, Payee,
TDT  Development,   Inc.,  a  Nevada  Corporation  (the  "Company")  and  Pietro
Bortolatti  (the  "Agreement").  The  terms  of the  commercial  loan  agreement
stipulate that the Maker may not make principle  payments to the Payee until the
retirement of the United Trust Bank loan on December 1, 2005. Consequently,  the
Maker and Payee have agreed to the following new terms.

1.   PAYMENTS

     (a) PRINCIPAL.  The principal amount of this Note (and any accrued interest
due) shall be due and payable on December 1, 2005.

     (b)  INTEREST.  The Maker  shall pay the Payee  interest  on the  principal
balance  of the loan from the date of this  Note,  in  monthly  payments,  at an
annual  interest rate of 12%. All  computations of interest shall be made on the
basis of a three  hundred  sixty  (360) day year and the  actual  number of days
elapsed.

     (c) MANNER OF PAYMENT.  All payments of principal and interest on this Note
shall be made by check to Payee at 450 Claremont Road, Bernardsville, New Jersey
07924,  or at such other  place in the United  States of America as Payee  shall
designate  to Maker in writing.  If any payment of principal or interest on this
Note is due on a day that is not a Business  Day,  such payment  shall be due on
the next  succeeding  Business  Day.  "Business  Day" means any day other than a
Saturday, Sunday or legal holiday in the State of New Jersey.

     (d) PREPAYMENT. Maker may, without premium or penalty, at any time and from
time to time, prepay all or any portion of the outstanding principal balance due
under this Note,  provided that each such  prepayment is  accompanied by accrued
interest  on the  amount of  principal  prepaid  calculated  to the date of such
prepayment.

     (e) LATE FEE.  If the  Payee  does not  receive  the  entire  amount of any
payment required under this Note within 10 days of its due date, the Maker shall
pay a late fee of 5% of that entire amount.



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2.   DEFAULTS.

     (a) EVENTS OF DEFAULT.  The  occurrence of any one or more of the following
events with  respect to Maker  shall  constitute  an event of default  hereunder
("Event of Default"):

          (i) If Maker  shall fail to pay when due any payment of  principal  or
interest on this Note,  such failure  continues for 15 days after Payee notifies
Maker therein writing.

          (ii) If,  pursuant  to or within  the  meaning  of the  United  States
Bankruptcy  Code or any other  federal or state law  relating to  insolvency  or
relief of debtors (a  "Bankruptcy  Law"),  Maker shall (i)  commence a voluntary
case or proceeding;  (ii) consent to the entry of an order for relief against it
in an involuntary case; (iii) consent to the appointment of a trustee, receiver,
assignee,  liquidator  or  similar  official;  (iv) make an  assignment  for the
benefit of his creditors; or (v) admit in writing its inability to pay his debts
as they become due.

          (iii) If a court of competent  jurisdiction  enters an order or decree
under any  Bankruptcy Law that (i) is for relief against Maker in an involuntary
case,  (ii)  appoints  a  trustee,  receiver,  assignee,  liquidator  or similar
official for Maker or substantially all of Maker's  properties,  or (iii) orders
the liquidation of Maker,  and in each case the order or decree is not dismissed
within 120 days.

     (b) NOTICE BY MAKER.  Maker shall notify Payee in writing  within five days
after the occurrence of any Event of Default of which Maker acquires knowledge.

     (c) REMEDIES.  Upon the occurrence of an Event of Default hereunder (unless
all Events of Default  have been  cured or waived by Payee),  Payee may,  at its
option,  (i) by written  notice to Maker,  declare the entire  unpaid  principal
balance of this Note,  together with all accrued interest  thereon,  immediately
due and payable regardless of any prior  forbearance,  and (ii) exercise any and
all rights and remedies available to it under applicable law, including, without
limitation, the right to collect from Maker all sums due under this Note.

3. SUBORDINATION

     The indebtedness  evidenced by this Note is hereby expressly  subordinated,
to the extent and in the manner  hereinafter  set forth,  in right of payment to
the  prior  payment  in  full  of all of the  Maker's  Senior  Indebtedness,  as
hereinafter defined. As used in this Note, the term "Senior  Indebtedness" shall
mean the principal of and unpaid accrued  interest on: (i) all  indebtedness  of
the Maker to banks,  commercial  finance lenders,  insurance  companies or other
financial institutions regularly engaged in the business of lending money, which
is for money borrowed by the Maker  (whether or not secured),  and (ii) any such
indebtedness or any debentures,  notes or other evidence of indebtedness  issued
in exchange for or to refinance such Senior  Indebtedness,  or any  indebtedness
arising from the satisfaction of such Senior Indebtedness by a guarantor.

     (a)  DEFAULT  ON SENIOR  INDEBTEDNESS.  If there  should  occur an Event of
Default,  a sale of all or  substantially  all of the Maker's  assets or if this
Note  shall be  declared  due and  payable  upon the  occurrence  of an event of
default  with  respect to any Senior  Indebtedness,  then (i) no amount shall be
paid by the Maker in any in respect of the principal of or interest on this Note


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at the time  outstanding,  unless and until the principal of and interest on the
Senior Indebtedness then outstanding shall be paid in full, and (ii) no claim or
proof of claim  shall be filed  with the Maker by or on behalf of the Payee that
shall  assert any right to receive any  payments in respect of the  principal of
and  interest  on  this  Note,  except  subject  to the  payment  in full of the
principal of and interest on all of the Senior Indebtedness then outstanding. If
there occurs an event of default that has been  declared in writing with respect
to any  Senior  Indebtedness,  or in  the  instrument  under  which  any  Senior
Indebtedness is outstanding,  permitting the holder of such Senior  Indebtedness
to accelerate the maturity thereof, then, unless and until such event of default
shall  have been cured or waived or shall  have  ceased to exist,  or all Senior
Indebtedness  shall have been paid in full,  no payment shall be made in respect
of the  principal of or interest on this Note,  unless within three months after
the happening of such event of default, the maturity of such Senior Indebtedness
shall not have been accelerated.

     (b) EFFECT OF SUBORDINATION.  Subject to the rights, if any, of the holders
of Senior Indebtedness under this Section 3 to receive cash, securities or other
properties  otherwise payable or deliverable to the Payee,  nothing contained in
this Section 3 shall impair,  as between the Maker and the Payee, the obligation
of the Maker,  subject to the terms and conditions  hereof,  to pay to the Payee
the  principal  hereof and  interest  hereon as and when the same become due and
payable, or shall prevent the Payee, upon default hereunder, from exercising all
rights, powers and remedies otherwise provided herein or by applicable law.

     (c) SUBROGATION.  Subject to the payment in full of all Senior Indebtedness
and until  this Note shall be paid in full,  Payee  shall be  subrogated  to the
rights of the  holders  of Senior  Indebtedness  (to the extent of  payments  or
distributions previously made to such holders of Senior Indebtedness pursuant to
the provisions of Section 3(a) above) to receive  payments or  distributions  of
assets of the Maker applicable to the Senior  Indebtedness.  No such payments or
distributions  applicable to the Senior Indebtedness shall, as between the Maker
and its creditors,  other than the holders of Senior  Indebtedness and Payee, be
deemed to be a payment by the Maker to or on  account of this Note;  and for the
purposes of such  subrogation,  no payments or  distributions  to the holders of
Senior  Indebtedness  to which Payee would be entitled except for the provisions
of this Section 3 shall, as between the Maker and its creditors,  other than the
holders of Senior Indebtedness and Payee, be deemed to be a payment by the Maker
to or on account of the Senior Indebtedness.

     (d)  UNDERTAKING.  By its acceptance of this Note,  Payee agrees to execute
and deliver such  documents as may be reasonably  requested from time to time by
the Maker or the lender of any Senior  Indebtedness  in order to  implement  the
foregoing provisions of this Section 3.

     (e) NOTICES.  Any notice required or permitted  hereunder shall be given in
writing (unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free transmission
and mailing a copy of such  confirmation,  postage  prepaid by  certified  mail,
return receipt  requested) or two business days following deposit of such notice
with an  internationally  recognized  courier service,  with postage prepaid and
addressed  to each of the other  parties  thereunto  entitled  at the  following
addresses,  or at such other  addresses  as a party may  designate  by five days
advance written notice to each of the other parties hereto.



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         MAKER:                  Stronghold Technologies, Inc.
                                 777 Terrace Avenue
                                 Hasbrouck Heights, NJ  07604
                                 Attention: Christopher J. Carey
                                 Telephone:  (201) 727-1400
                                 Facsimile:  (201) 288-9414

         WITH A COPY TO:         Stanford Financial Group
                                 5050 Westheimer
                                 Houston, TX 77056
                                 Attention: Mauricio Alvarado, Esq.
                                 Telephone: (713) 964-5145
                                 Facsimile: (713) 964-5245

                                 Stanford Venture Capital Holdings, Inc.
                                 6075 Poplar Avenue
                                 Memphis, TN 38119
                                 Attention: James M. Davis, President
                                 Telephone: (901) 680-5260
                                 Facsimile: (901) 680-5265

         WITH A COPY TO:         Hale and Dorr, LLP
                                 650 College Road East
                                 Princeton, NJ  08540
                                 Attention:  Raymond P. Thek, Esq.
                                 Telephone:  (609) 750-7648
                                 Facsimile:  (609) 750-7700

         PAYEE:                  Christopher J. Carey
                                 450 Claremont Road
                                 Bernardsville, New Jersey  07924
                                 Telephone: (908) 630-9003
                                 Facsimile: (908) 630-0784


4.   MISCELLANEOUS.

     (a) ARBITRATION. Any dispute or controversy of any kind or nature, relating
to this  Agreement or the breach or performance  hereof,  that shall arise among
the parties hereto or their legal  representative,  shall be governed by Florida
law and shall be  settled  and  determined  by  arbitration  Miami-Dade  County,
Florida,  in accordance with the rules of the American  Arbitration  Association
then in effect,  before a sole arbitrator selected by said Association  pursuant
to its  rules.  All  costs of  arbitration  shall be  borne as  directed  by the
arbitrator. Judgment upon the award rendered by the arbitrator may be entered in
any court  having  jurisdiction.  The  arbitrator  shall be  entitled  to compel
specific performance and/or injunctive relief by the parties of their duties and
obligations  under this  Agreement in order to more  effectively  accomplish the
intentions   and  desires  set  forth  in  the   preamble  to  this   Agreement.
Notwithstanding  anything herein to the contrary, in the event there is a breach


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of any  material  provision  hereof,  the  other  Stockholder  (other  than  the
violating  Stockholder)  shall be entitled to apply to the appropriate  forum in
the courts of the State of  Florida  for  relief  pending a final  determination
pursuant to this Section 10. The arbitrator is  specifically  empowered to issue
an order  requiring  a temporary  and  permanent  injunction  and/or a decree of
specific performance.

     (b)  ENTIRE  AGREEMENT.  This  Note  supersedes  all prior  agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.  This  Note,  or other  document  delivered  pursuant  to  their  terms,
constitutes  the entire  agreement  among the parties hereto with respect to the
subject  matters hereof and thereof,  and  supersedes  all prior  agreements and
understandings,  whether written or oral, among the parties with respect to such
subject matters.

     (c)  AMENDMENTS.  This Note may not be amended  except by an  instrument in
writing signed by the party to be charged with enforcement.

     (d)  WAIVER.  No waiver  of any  provision  of this Note  shall be deemed a
waiver  of any  other  provisions  or shall a  waiver  of the  performance  of a
provision  in one or more  instances  be deemed a waiver  of future  performance
thereof.

     (e)  CONSTRUCTION.  This Note has been  entered  into freely by each of the
parties,  following  consultation  with their respective  counsel,  and shall be
interpreted  fairly  in  accordance  with  its  respective  terms,  without  any
construction in favor of or against either party.

     (f) BINDING  EFFECT OF AGREEMENT.  This Note shall inure to the benefit of,
and be binding upon the successors and assigns of each of the parties hereto.

     (g)  SEVERABILITY.  If any  provision  of this  Note  shall be  invalid  or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the  validity  or  enforceability  of the  remainder  of this Note or the
validity or unenforceability of this Note in any other jurisdiction.

     (h) ATTORNEYS'  FEES. If any action should arise between the parties hereto
to enforce or interpret the  provisions of this Note,  the  prevailing  party in
such  action  shall  be  reimbursed  for all  reasonable  expenses  incurred  in
connection with such action, including reasonable attorneys' fees.

     (i) HEADINGS.  The headings of this Note are for  convenience  of reference
only and shall not form part of, or affect the interpretation of this Note.

     (j) COUNTERPARTS. This Note may be signed in one or more counterparts, each
of which shall be deemed an original and all of which, when taken together, will
be deemed to constitute one and the same agreement.

     (k) PARTIES IN INTEREST.  This Note shall bind Maker and its successors and
assigns.  This Note shall not be assigned or  transferred  by Payee  without the
express prior written consent of Maker,  except by will or, in default  thereof,
by operation of law.

     (l) SECTION HEADINGS,  CONSTRUCTION.  The headings of Sections in this Note
are  provided  for  convenience  only and will not  affect its  construction  or
interpretation.   All  references  to  "Section"  or  "Sections"  refer  to  the


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corresponding Section or Sections of this Note unless otherwise specified.

     All  words  used in this  Note will be  construed  to be of such  gender or
number as the circumstances  require.  Unless otherwise expressly provided,  the
words "hereof" and "hereunder" and similar  references refer to this Note in its
entirety and not to any specific section or subsection hereof.

     IN WITNESS  WHEREOF,  Maker has executed and delivered  this Note as of the
date first stated above.

                                   STRONGHOLD TECHNOLOGIES, INC.


                                   By:     /s/ Christopher J. Carey
                                     ------------------------------------------
                                   Name:     Christopher J. Carey
                                       ----------------------------------------
                                   Title:     President
                                        ---------------------------------------


     IN WITNESS  WHEREOF,  Payee has  accepted  the terms of this Note as of the
date first stated above.

                                   CHRISTOPHER J. CAREY


                                   By: /s/ Christopher J. Carey
                                       --------------------------

     IN WITNESS WHEREOF,  Stanford Financial Group accepts the term of this Note
as of the date first stated above.



                                   STANFORD FINANCIAL GROUP


                                   By:    /s/ James M. Davis
                                     ------------------------------------------
                                   Name:     James M. Davis
                                       ----------------------------------------
                                   Title: Director and Chief Financial Officer
                                        ---------------------------------------



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