EXHIBIT 10.1(A)
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES
FEDERAL OR STATE SECURITIES LAWS, INCLUDING BUT NOT LIMITED TO THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") NOR APPROVED BY ANY FEDERAL OR STATE
REGULATORY AGENCY, INCLUDING BUT NOT LIMITED TO THE SECURITIES AND EXCHANGE
COMMISSION, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR
ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE
TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH
SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS,
INCLUDING BUT NOT LIMITED TO THE ACT, OR COMPLIANCE WITH AN APPLICABLE EXEMPTION
THEREFROM, SUCH COMPLIANCE, AT THE DISCRETION OF THE CORPORATION, TO BE
EVIDENCED BY AN OPINION OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE
CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION OR QUALIFICATION PROVISIONS
WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

                           CONVERTIBLE PROMISSORY NOTE

Dated as of September  15, 2003                                    $1,300,000.00


                  FOR VALUE RECEIVED, the undersigned ("Payor") promises to pay
to the order of Shaya Boymelgreen Trust ("Payee"), 535 Dean Street, Suite 908
Brooklyn, New York, 11217, or at such other address as the holder of this Note
shall from time to time designate, upon presentation of this Note, the principal
sum of ONE MILLION THREE HUNDRED THOUSAND DOLLARS AND NO CENTS ($1,300,000.00),
plus accrued and unpaid interest, as provided for herein. Except as provided
herein, this Note shall bear interest from the date hereof on the unpaid
principal amount until paid in full (or until such time as this Note has been
converted in full into shares of Payor's Common Stock ("Common Stock") pursuant
to the conversion provisions contained elsewhere herein) at the rate of three
and one-half percent (3.5%) per annum (the "Note Rate").

                  This Note is made pursuant to that certain Subscription
Agreement (the "Subscription Agreement"), dated as of April 15, 2003, as amended
as of September 15, 2003, by and among Payor and Payee. Capitalized terms, which
are used herein but not defined herein, shall have the meanings ascribed to them
in the Subscription Agreement.

                  Payor shall have the right to prepay all or any portion of the
principal sum hereof at any time without penalty; provided that Payor provide
Payee with a notice of any such prepayment (a "Prepayment Notice") by personal
delivery or first-class mail no later than five (5) business days prior to such
prepayment and to the extent applicable, that Payee has not during the
"Conversion Term," as hereinafter defined, delivered to Payor a notice of
conversion (a "Conversion Notice") with respect to any or all of such amount to
be prepaid by personal delivery or first-class mail no later than three (3)
business days after receipt of the Prepayment Notice. In the event Payee has
conversion rights available to it pursuant to the terms of this Note and Payee
elects only to convert into Common Stock a portion of the amount that Payor
elects to prepay pursuant to the Prepayment Notice, Payor shall be entitled to
prepay all remaining amounts not to be so converted into Common Stock by Payee.

                  Each payment shall be credited first to accrued interest and
the remainder to principal. Principal and interest shall be payable in lawful
money of the United States of America.

<PAGE>

                  The holder of this Note shall have the right, at such holder's
option, to convert all or any portion of the outstanding principal and accrued
and unpaid interest of this Note into such number of fully paid and
nonassessable shares of Common Stock as shall be provided herein solely during
the period commencing on the date hereof and expiring one hundred twenty (120)
days thereafter (subject to Payor's right to prepay all or any portion of this
Note described elsewhere herein) (the "Conversion Term"). During the Conversion
Term, the holder of this Note may exercise such conversion right by giving a
Conversion Notice to Payor of the exercise of such right, in whole or in part,
and stating the name or names in which the stock certificate or stock
certificates for the shares of Common Stock are to be issued and the address to
which such certificates shall be delivered. The Conversion Notice shall be
accompanied by this Note. The number of shares of Common Stock that shall be
issuable upon conversion of this Note shall equal the amount of the outstanding
principal and accrued interest for which a Conversion Notice is given, divided
by a conversion price (the "Conversion Price") equal to $.15 per share. On April
15, 2004, all outstanding principal and interest of this Note shall
automatically convert without any action on the part of Payee into shares of
Common Stock at $.25 per share.

                  No fractional shares of Common Stock shall be issued upon
conversion of this Note. In lieu of any fractional shares to which the holder
would otherwise be entitled, Payor shall round up to the nearest whole share. In
the case of a dispute as to the calculation of the number of shares of Common
Stock into which this Note or any portion thereof shall be converted (the
"Conversion Rate") upon the receipt of a Conversion Notice, Payor's calculation
shall be deemed conclusive absent manifest error. In order to convert this Note
into full shares of Common Stock, the holder shall surrender this Note, duly
endorsed, by overnight courier to the office of Payor, together with the
Conversion Notice that it elects to convert the same, the amount of principal
and interest to be so converted, and a calculation of the Conversion Rate (with
an advance copy of the certificate(s) and the notice by facsimile); provided,
however, that Payor shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless either this Note is
delivered to Payor as provided above, or the holder notifies Payor that this
Note has been lost, stolen or destroyed and executes an agreement satisfactory
to Payor to indemnify Payor from any loss incurred by it in connection with this
Note.

                  Payor shall issue and deliver to Payee promptly after delivery
to it of this Note, to such holder at the address of the holder on the records
of Payor, a certificate or certificates for the number of shares of Common Stock
to which it shall be entitled as aforesaid. The date on which notice of
conversion is given (the "Date of Conversion") shall be deemed to be the date
set forth in such notice of conversion provided that this Note to be converted
is received by Payor within five (5) business days thereafter and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date. If this Note is not received by Payor
within five (5) business days after the Date of Conversion, the notice of
conversion shall become null and void.

                  Payor shall at all times reserve and keep available, free from
preemptive rights, unissued or treasury shares of Common Stock sufficient to
effect the conversion of this Note; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
conversion of all then outstanding principal and accrued and unpaid interest of
this Note, Payor will take such corporate action as may be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes.

                  In the event of any increase or decrease in the number of the
issued shares of Common Stock by reason of a stock dividend, stock split,
reverse stock split or consolidation or combination of shares and the like at
any time or from time to time throughout the term of this Note such that the
holders of outstanding Common Stock shall have had an adjustment made, without
payment therefor, in the number of shares of Common Stock owned by them or shall
have become entitled or required to have had an adjustment made in the number of
shares of Common Stock owned by them, without payment therefor, there shall be a
corresponding adjustment as to the number of shares of Common Stock into which
this Note is exercisable and to the Conversion Price, with the result that the
holder's proportionate share of Common Stock shall be maintained as before the
occurrence of such event without change in the aggregate conversion price
applicable in the event the holder elected to convert this Note in full (except
for any change in the aggregate conversion price exercise price resulting from
rounding-off of share quantities or prices).


<PAGE>

                  In the event of any reclassification or change of outstanding
shares of Common Stock issuable upon conversion of this Note (other than a
change in par value, or from par value to no par value, or from no par value to
par value), or in case of a consolidation or merger of Payor with or into
another corporation (other than a merger or consolidation in which Payor is the
continuing corporation and which does not result in a reclassification or change
of outstanding shares of Common Stock of the class issuable upon the conversion
of this Note except where the security holders of Payor are entitled to receive
securities of another issuer), or in case of any sale or conveyance to another
corporation of the property of Payor as an entirety or substantially as an
entirety (any of such events hereinafter referred to as a "Restructuring
Event"), Payor shall provide Payee with thirty (30) days prior written notice of
the Restructuring Event. Payee shall have the right to convert this Note into
shares of Common Stock by delivering a Conversion Notice to Payor no later than
five (5) business days prior to the Restructuring Event. In the event Payee
fails to deliver the Conversion Notice by such time, Payor shall remain
obligated to make any remaining payments owed under this Note and Payee shall
retain the right to receive the kind and amount of shares of stock and other
securities and property of Payor receivable upon such Restructuring Event by the
holder of the number of shares of Common Stock of Payor into which this Note
might have been converted immediately prior to such Restructuring Event (to the
extent such Restructuring Event does not involve the corporate dissolution or
disappearance of Payor), but Payee shall not, absent an express agreement to the
contrary with any successor corporation, have the right to receive the kind and
amount of shares of stock and other securities and property of any such
successor corporation receivable upon such Restructuring Event by the holder of
the number of shares of Common Stock of Payor into which this Note might have
been converted immediately prior to such Restructuring Event. Any such interest
shall provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for herein. The foregoing provisions of
this Note shall similarly apply to successive reclassifications and changes of
shares of Common Stock and to successive consolidations, mergers, sales, or
conveyances.

                  In the event the holder brings suit to enforce its rights
under this Note, the prevailing party in such suit shall pay all costs and
expenses (including without limitation reasonable attorneys' fees) in connection
therewith.

                  No failure to exercise, and no delay in exercising, any right,
power or remedy hereunder or under any document delivered to the holder hereof
shall impair any right, power or remedy which the holder may have. The rights
and remedies of the holder hereof are cumulative and not exclusive of any rights
or remedies which the holder would otherwise have. This Note and Payee's rights
thereunder shall not be transferable or assignable without the expressed written
consent of the Payor.

                  No waiver or modification of any of the terms or provisions of
this Note shall be valid or binding unless set forth in a writing signed by the
holder of this Note and Payor and then only to the extent therein specifically
set forth.

                  In addition to the requirements of the Act set forth on the
cover page of this Note, this Note is non-negotiable and non-transferable by the
Holder and may not be sold, hypothecated, transferred or assigned by the Holder
(collectively, a "Transfer") without the express written consent of the Payor,
which consent may, in the sole discretion of the Payor, be withheld. No Transfer
of this Note or the Common Stock issued upon the conversion of all or part of
this Note shall be effected unless such Transfer is covered by an effective
registration statement under the Act or the Holder has provided the Payor with
an opinion of counsel acceptable to the Holder that the Transfer is exempt from
the registration requirements of the Act.

                  If any one of the provisions of this Note shall be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

<PAGE>

                  This Note and all transactions hereunder and/or evidenced
hereby shall be governed by, construed under and enforced in accordance with the
laws of the State of California. Payor hereby: (i) agrees that all actions or
proceedings relating directly or indirectly hereto shall be litigated in courts
located within the State of California, and that, at the option of the holder,
the exclusive venue therefor shall be Los Angeles County; (ii) consents to the
jurisdiction and venue of any such court and consents to the service of process
in any such action or proceeding by personal delivery, by certified or
registered mail directed to Payor at the address set forth below, or by any
other method permitted by law; and (iii) waives any and all rights Payor may
have to object to the jurisdiction of any such court, or to transfer or change
the venue of any such action or proceeding.

                               AVENUE GROUP, INC., a Delaware corporation



                               By: /s/ Jonathan Herzog
                                   -------------------
                               Name: Jonathan Herzog
                               Title: Executive Vice President

                               15303 Ventura Boulevard
                               Suite 900
                               Sherman Oaks, CA 91403