EXHIBIT 10.4(A)

                           REVOLVING PROMISSORY NOTE
                           -------------------------



U.S.$15,000,000.00            Date: March 6, 2000


      FOR VALUE RECEIVED, the undersigned (collectively "Borrowers," each a
"Borrower") jointly and severally promise to pay to the order of OCEAN BANK, a
Florida- chartered bank ("Bank"), on March 1, 2001 (the "Maturity"), $15,000,000
(or so much thereof as may have been advanced under the Credit Agreement
referred to below and is outstanding on the Maturity). Borrowers also jointly
and severally promise to pay interest on the principal amount hereof outstanding
from time to time at a floating per annum rate equal to 1.00 percent above the
Prime Rate; provided that Borrowers jointly and severally promise to pay
interest at a per annum rate equal to the lesser of 18 percent per annum and the
highest rate allowed by applicable law (the "Default Rate") on any principal
hereof which is more than 10 days overdue. Accrued interest shall be paid
monthly on the third day of each month while this Note is outstanding and on the
Maturity. Except when and to the extent the Default Rate is applicable, the rate
of interest payable hereunder shall vary from time to time as the Prime Rate
varies, any change in the rate of interest to become effective on the date of
the change in the Prime Rate. Interest shall be calculated on the basis of a
360-day year counting the actual number of days elapsed. Subject to the
limitations set forth in the Credit Agreement, Borrowers may borrow, repay and
reborrow under this Note. As used herein, the term "Prime Rate" means the prime
rate as announced publicly from time to time in New York, N.Y. by Citibank, N.A.
(or, if Citibank, N.A. fails or ceases to announce publicly a prime rate, the
base rate as announced by Citibank, N.A. or another comparable index selected by
Bank). (The Prime Rate is purely a discretionary benchmark and is not
necessarily the lowest or most favorable rate at which either Citibank, N.A. or
Bank extends credit to its customers.)

      All payments of interest and of principal shall be payable in lawful money
of the United States of America in immediately available funds at 780 N.W. 42nd
Avenue, Miami, Florida 33126 (or such other place as Bank may designate),
without setoff, counterclaim or deduction of any kind. Each payment hereunder
shall be applied first to accrued but unpaid interest and other charges due and
owing and the remainder, if any, against the principal amount outstanding.

      This Note is the Note referred to in, is issued under and is entitled to
the benefits of, the Credit Agreement, dated of even date herewith, between
Borrowers and Bank (as amended, supplemented or restated from time to time, the
"Credit Agreement") and any guaranties, any pledge and security agreement and
any mortgage and rents assignment referred to therein and entered into pursuant
thereto. The Credit Agreement, among other things, provides for the making of
advances by Bank to Borrowers from time to time in an aggregate amount not to
exceed the principal amount specified at the head of this Note and certain other
limits specified in the Credit Agreement, the indebtedness of Borrowers
resulting from each such advance being evidenced by this Note. Bank is
authorized to set forth in writing from time to time on the reverse hereof or on
an attached grid the date and amount of each advance, any repayment of the
principal hereof and the principal balance then unpaid hereon, but no failure to
do so shall affect the validity hereof or Bank's rights hereunder.

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<PAGE>
EXHIBIT 10.4(A)

      If any one or more Events of Default (as defined in the Credit Agreement)
occur, the entire unpaid principal amount of this Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the manner
and with the effect provided in the Credit Agreement. In addition, the Credit
Agreement contains certain other requirements for prepayment of this Note prior
to the Maturity.

      Nothing herein shall be construed or operate so as to require either
Borrower to pay interest hereunder in an amount or at a rate greater than the
maximum allowed by applicable law. Should any interest or other charges
hereunder result in the computation or earning of interest in excess of the
maximum rate or amount of interest which is permitted under applicable law, and
any and all such excess interest shall be (and the same hereby is) waived by
Bank, the amount of such excess shall be automatically credited against, and be
deemed to have been payments in reduction of, the principal then due hereunder,
and such portion of such excess which exceeds the principal then due hereunder
shall be paid by Bank to either Borrower.

      To the fullest extent permitted by law, each Borrower hereby: (a) waives
demand, presentment, protest, notice of dishonor, notice of intent to
accelerate, suit against or joinder of any other person and all other notices;
(b) waives any right to immunity from any action or proceeding brought in
connection with this Note or any instrument securing it and waives any immunity
or exemption of any property, wherever located, from garnishment, levy,
execution, seizure or attachment prior to or in execution of judgment, or sale
under execution or other process for the collection of debts; (c) waives any
right to interpose any setoff or counterclaim or to plead any statute of
limitations as a defense in any such action or proceeding; and (d) waives all
statutory provisions and requirements for the benefit of such Borrower, now or
hereafter in force. All Borrowers' obligations hereunder shall be joint and
several, and the release of one of them shall not affect the obligations and
liabilities of the other.

      This Note shall be governed by and construed in accordance with the law of
the State of Florida, without regard to any conflict-of-law rule or principle
that would give effect to the laws of another jurisdiction.

      EACH BORROWER IRREVOCABLY AGREES THAT ANY ACTION OR PROCEEDING ARISING
HEREUNDER OR RELATING HERETO THAT IS BROUGHT BY EITHER OR BOTH BORROWERS SHALL
BE TRIED BY THE COURTS OF THE STATE OF FLORIDA SITTING IN MIAMI-DADE COUNTY,
FLORIDA OR BROWARD COUNTY, FLORIDA OR THE UNITED STATES DISTRICT COURTS SITTING
IN EITHER SUCH COUNTY. EACH BORROWER IRREVOCABLY SUBMITS, IN ANY SUCH ACTION OR
PROCEEDING THAT IS BROUGHT BY BANK, TO THE NON-EXCLUSIVE JURISDICTION OF EACH
SUCH COURT, IRREVOCABLY WAIVES THE DEFENSE OF AN INCONVENIENT FORUM WITH RESPECT
TO ANY SUCH ACTION OR PROCEEDING, AND AGREES THAT SERVICE OF PROCESS IN ANY SUCH
ACTION OR PROCEEDING MAY BE MADE UPON SUCH BORROWER BY MAILING A COPY THEREOF TO
SUCH BORROWER AT SUCH

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<PAGE>
EXHIBIT 10.4(A)

BORROWER'S ADDRESS SET FORTH HEREIN (AS WELL AS BY ANY OTHER LAWFUL
METHOD).

      BORROWERS AND (BY ACCEPTANCE HEREOF) BANK HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION (INCLUDING BUT NOT LIMITED TO AND COUNTERCLAIMS, CROSS-CLAIMS OR
THIRD PARTY CLAIMS) BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.



                                    ___________________________________________
                                    MANUEL D. MEDINA



                                    TERREMARK FORTUNE HOUSE #2, LTD.

                                    By:   Terremark Fortune House #2, Inc.,
                                          its sole general partner

                                          By:__________________________________
                                          Name:________________________________
                                          Title:_______________________________



                                     -3-

<PAGE>
EXHIBIT 10.4(A)

STATE OF FLORIDA                  )
                                  )   SS:
COUNTY OF MIAMI-DADE              )

The foregoing instrument was acknowledged before me this______day of
_______________ , 2000 by Manuel D. Medina. He is personally known to me or has
produced ________________ as identification.

                                  ________________________________________
                                  Notary Public,__________________________
                                  Print Name: ____________________________



My commission expires:              (SEAL)







STATE OF FLORIDA                  )
                                  )   SS:
COUNTY OF MIAMI-DADE              )

The foregoing instrument was acknowledged before me this ____ day of
_______________ , 2000, by ____________________________ , as __________________
____________________________________ of and on behalf of Terremark Fortune House
#2, Inc., a Florida corporation, which executed said instrument as sole general
partner of Terremark Fortune House #2, Ltd., a Florida limited partnership. He
is personally known to me or produced as identification.

                                  ________________________________________
                                  Notary Public,__________________________
                                  Print Name: ____________________________



My commission expires:              (SEAL)

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