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                                   EXHIBIT 4.8

                         LINE OF CREDIT PROMISSORY NOTE



$250,000                                               Fernandina Beach, Florida

                                                                          , 1999
                                                          ----------------

         FOR VALUE RECEIVED, LAHAINA ACQUISITIONS, INC., a Colorado Corporation
(hereinafter referred to as "Payor"), promises to pay to the order of MONGOOSE
INVESTMENTS, LLC, a Georgia limited liability company (hereinafter referred to
as "Holder"), the principal sum of up to two hundred fifty thousand dollars
($250,000), the actual amount owed based on the real and actual amounts advanced
to the Payor, less any reimbursements made by the Payor. All advances under this
line shall be evidenced by documented transfers, canceled checks or other
documentation acceptable to all parties and shall be reviewed by a qualified
third party on a monthly basis with the accounting of the amounts owed reviewed
by a qualified third party on a monthly basis with the accounting of the amounts
owed reviewed by the Board of Directors upon completion of such monthly review.
Said principal shall bear interest at the rate of ten percent per annum.
Interest shall be due and payable monthly on so much of the principal as has
been disbursed from time to time and remains unpaid and shall be calculated on
the basis of a three hundred sixty -- (360) day year. As further consideration
the Payor agrees to issue to the Holder at the end of each month the line is in
place a warrant to purchase common stock in the Payor. This warrant shall allow
the purchase, at 105% of the closing price of the stock on the final trading day
of each month, a number of shares equal to the weighted average outstanding
balance due from the Payor during the prior month divided by the closing price
of the stock on the final day of the month that sum divided by twelve. The
prices used in this calculation shall be as published by Bloomberg Financial,
LLP, or as generally available from public sources. Principal and interest shall
be payable at 7276 Sanctuary Lane, Amelia Island, Florida 32034, or at such
other place as Holder may designate and shall mature and be payable on demand.
Payor acknowledges and agrees that any amounts that have been disbursed prior to
the execution hereof are covered by and included in the principal amount
hereunder.

         Payments 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. This Note is secured by a security interest in all of the assets
of the Company not otherwise encumbered by any other obligations.

         Payor shall have the right to prepay the principal amount outstanding
in whole or in part at any time without penalty, and the Payor has the
obligation to pay the outstanding amounts upon receipt of any additional funding
provided to the Payor from any source, including but not limited to operating
income, sale of equity or placement of debt, except to the extent that such
payment would endanger the ongoing operations of the Company. Payor hereby
waives all presentment, demand, notice of dishonor, and protest. Payor hereby
renounces and waives all exemption rights allowed by the Constitution and laws
of Florida or any other State of the United States, as against this Note or any
renewal thereof.

         If Payor fails to pay any amount payable hereunder within five (5) days
of demand, Payor shall be in default hereunder. In addition, a default shall
exist hereunder upon the occurrence of any of the following events: (i) Payor
becomes insolvent as defined in the Uniform Commercial Code as in effect at that
time in Florida; (ii) Payor makes an assignment for the benefit of creditors or
files a petition in bankruptcy.

         Payor acknowledges that its obligation to pay all sums due under this
Note is absolute and unconditional and that such obligation is not subject to
any defense, counterclaim, and right of setoff or recoupment.

         Payor shall pay all costs of collection, including, but not limited to,
reasonable attorneys' fees if collected by or through an attorney at law.

         This instrument shall be governed by and interpreted in accordance with
the laws of the State of Florida. Payor acknowledges that this Note has been
entered into and monies advanced in the State of Florida, and Payor acknowledges
and agrees that Payor is subject to the jurisdiction of the State of Florida.

         Words herein importing the masculine shall include females, and words
importing persons shall include bodies corporate, and the singular shall include
the plural, and vice-versa. The rights of Holder hereunder shall inure to the
benefit of its legal representatives, successors and assigns.




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         Except for any notice required under applicable law to be given in
another manner, any notice provided for in this Note shall be given in writing,
by hand delivery or by mailing such notice by certified mail, postage prepaid to
the address shown below or to such other address as either party may designate
by notice to the other as provided herein. Any notice provided for in this Note
shall be deemed to have been given to Payor or Holder when given in the manner
designated herein. Notice given as hereinabove provided shall be deemed received
by the party to whom it is addressed on the third calendar day following the
date on which said notice is deposited in the mail.

         (a)      TO HOLDER:                Mongoose Investments, LLC
                                            7276 Sanctuary Lane
                                            Amelia Island, Florida  32034

         (b)      TO PAYOR:                 Lahaina Acquisitions, Inc.
                                            102 South Tenth Street
                                            Fernandina Beach, Florida  32034

         The waiver of a breach of any provision, term or condition of this Note
shall not operate or be construed as a waiver of any subsequent breach, and the
acceptance of a past due payment shall not be construed as a waiver of Holder's
rights to require strict compliance with all terms and conditions herein.

         Time is of the essence of this Note.

         IN WITNESS WHEREOF, the undersigned have caused this Note to be
executed this day of _________, 1998.

                                    Lahaina Acquisitions, Inc.


                                    By:
                                       -----------------------------------------
                                       Gerald Sullivan, Vice Chairman




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