Exhibit 10.4


     

    PROMISSORY
      NOTE

     

    Borrower:
      MEDirect Latino, Inc. of 1551 NW 65th
      Avenue Suite 4 Plantation, FL 33313

    Lender:
      Raymond
      J Talarico and/or assigned

     

    Principal
      Amount: S 183,000.00

     

    
      	 	
              1.

            	
              FOR
                VALUE RECEIVED, MEDirect
                Latino, Inc. promises
                to pay to Raymond J.

            


    

     

    Talarico
      and/or assigned at 719 SE 12th Court, Fort Lauderdale, FL 33316, or at
      such

     

    address
      as may later be provided in writing to MEDirect
      Latino, Inc..,
      the principal sum of

     

    one
      hundred eighty-three thousand ($183,000.00) USD, with interest payable on
      the

     

    unpaid
      principal at the rate of 12.5 percent per annum, calculated monthly not in
      advance.

     

    
      	 	
              2.

            	
              This
                Note will be repaid in 48 equal consecutive monthly installments
                of
                principal and

            


    

     

    interest
      on the fifteenth day of each month commencing the month following
      execution

     

    of
      this Note with the balance owing under this Note being paid at the end of its
      term.

     

    
      	 	
              3.

            	
              At
                any time while not in default under this Note, MEDirect Latino Inc.
                may
                pay the

            


    

     

    outstanding
      balance then owing under this Note to Raymond
      J. Talarico
      and/or
      assigned

     

    without
      further bonus or penalty.

     

    
      	 	
              4.

            	
              Notwithstanding
                anything to the contrary in this Note, if MEDirect Latino Inc. defaults
                in

            


    

     

    the
      performance of any obligation under this Note, then Raymond
      J. Talarico
      and/or

     

    assigned
      may declare the principal amount owing under this Note at that time to
      be

     

    immediately
      due and payable,

     

    
      	 	
              5.

            	
              If
                MEDirect Latino Inc. defaults in payment as required under this Note
                or
                after demand

            


    

     

    for
      ten (10) days, the Security will be immediately provided to Raymond J.
      Talarico

     

    and/or
      assigned and Raymond J. Talarico and/or assigned is granted, all rights
      of

     

    repossession
      as a secured party.

     

    
      	 	
              6.

            	
              This
                Note will be construed in accordance with and governed by the laws
                of the
                State of

            


    

     

    Florida.

     

    
      	 	
              7.

            	
              All
                costs, expenses and expenditures including, and without limitation,
                the
                complete legal

            


    

     

    costs
      incurred by Raymond J. Talarico and/or assigned in enforcing this Note as a
      result

     

    of
      any default by MEDirect Latino Inc. , will be added to the principal then
      outstanding

     

    and
      will immediately be paid by MEDirect Latino Inc.

     

    
      	 	
              8.

            	
              This
                Note will ensure to the benefit of and be binding upon the respective
                heirs, executors,

            


    

     

    administrators,
      successors and assigns of MEDirect Latino Inc. and Raymond I.
      Talarico

     

    and/or
      assigned. MEDirect Latino Inc. waives presentment for payment, notice of
      non-

     

    payment,
      protest and notice of protest.

     

    
      	 	
              9.

            	
              This
                Note is secured by the following security (the 'Security’):
                All Furniture, Fixtures and

            


    

     

    Equipment
      Additionally, equal to all Outstanding and Issued Shares, either
      common

     

    and/or
      preferred. No note shall be issued pari-pasu to this Note. No Note shall be
      senior

     

    to
      this note.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    10.
      MEDirect Latino Inc, grants to Raymond J, Talarico and/or assigned a security
      interest in 

     

    the
      Security until this Note is paid in full. Raymond I. Talarico and/or assigned
      will be listed
      

     

    as
      a lender on the title
      of
      the Security whether or not Raymond J,
      Talarico
      and/or assigned
      elects 

     

    to
      perfect the security interest in the Security.

     

    11.
      This Note becomes immediately due and payable in die event of; i.)Holder leaves
      the Company
      

     

    of
      his own free will or other,
      ii.)
      a change of control of the Company; iii) A filing by the Company for creditor
      protection.

     

    
      	 	
              12.

            	
               
                Holder at Holders option may allow for he suspension of any and all
                principle and

            


    

     

    interest
      payments, however, in the event, holder allows for the suspension of
      mid

     

    payments
      those suspended payments will be calculated and compounded and will
      be

     

    added
      to the payoff amount at the maturity date of this Promissory Note.

     

     

    in
      addition to payment in full of the principal and interest at the maturity date
      the holder 

     

    shall
      convert such principal and interest in Shares of MEDirect Latino Inc. or any
      entity

     

     under
      control of parent at par value of US S 0.10 per Share for any outstanding series
      

     

    of
      class either common, preferred or both. Holder may call for such convention
      at
      any time 

     

    while
      this Note is outstanding,

     

    13. This
      Promissory Note is assignable and transferable at no penalty.

     

    
      	 	
              14.  
                

            	
              If
                any Clauses in this Note are found to be unenforceable all additional
                Clauses shall

            


    

     

    remain
      in effect.

     

    IN
      WITNESS WHEREOF MEDirect Latino Inc. has duly affixed its signature by a duly
      authorized
      officer under seal on this 25th day of July 2002.

     

    MEDirect
      Latino, Inc

     

    /s/
      Debra Towsley

     

    Debra
      Towsley, President