Exhibit 10.14

                                BANK OF SMITHTOWN
                              One East Main Street
                            Smithtown, New York 11787

                                                  Wall Street Journal Prime Rate
COMMERCIAL DEMAND NOTE                                  Plus #.00% Adjusted on a
VARIABLE RATE                                     OFFERING RATE   Floating Basis
                                                                  ----------- --
(Secured or Unsecured)                               $ 500,000.00********
                                                     ---------------------------
                                                     New York December 24, 1996

     ON DEMAND FOR VALUE RECEIVED, the undersigned promises to pay to the order
of BANK OF SMITHTOWN (the Bank) at any of its banking offices, the sum of Five
Hundred Thousand And NO/100 DOLLARS************************************* Dollars
($ 500,000.00****) with Interest computed from the date hereof on the principle
balance at the Offering Rate, as that rate may vary from time to time, until
paid in full. The term Offering Rate as used herein shall mean the rate of
interest fixed from time to time by the Bank, in its discretion, as its Offering
Rate for commercial loans secured by the type of collateral, if any, securing
this note. Interest after demand shall accrue at the rate of three percent (3%)
per annum in excess of the applicable Offering Rate but in no event higher than
the maximum rate permitted by law.

<TABLE>
<CAPTION>

<S>                        <C>                  <C>
Interest shall be payable: [ ]   Quarterly     [X]   Monthly  VIA A/C DEBIT: # 0134030436
                           [ ]   On Demand     [X]   Other (specify)  See Note Rider Attached
                                                                      ------------------------
                                                                      and Made a Part Hereof.
</TABLE>

     Upon the happening of any of the following events, with respect to any of
the undersigned or any endorser or guarantor (hereinafter jointly and severally
a Party) this note shall, at the option of the Bank or any holder hereof, become
immediately due and payable, without notice or demand: (1) a default in payment
or performance of this or any other obligation to the Bank; (2) death,
insolvency or the making of a general assignment for the benefit of creditors;
(3) the commencement of any insolvency or bankruptcy proceeding; (4) suspension
of the transaction of usual business; (5) entry of a judgment; or (6) the
happening of any other event which causes the Bank or any holder hereof
reasonably to deem itself insecure. The Bank is hereby given a lien upon,
security interest in and right of set-off against all deposits or other property
of any Party now or hereafter in the possession or control of the Bank, in any
capacity whatsoever together appropriate and apply all such deposits, credits or
money owed by the Bank to any Party to the payment or reduction, either in whole
or in part, of this note or any other obligation of such Party, whether then due
or then contingent or portion of the finance charge, if any, provided that a
minimum finance charge of Ten Dollars ($10.00) shall be paid and no repayment of
less than One Dollar ($1.00) shall be made. Each Party, in any litigation in
which the Bank, or the holder hereof, shall be an adverse party, hereby waives
trial by jury and the right to interpose any affirmative defense, set-off or
counterclaim whatsoever. If this note shall be referred to an attorney for
collection, there shall be due and payable an attorney's fee of twenty percent
(20%) of alls ums due hereon (or such lower amount as the court shall allow) and
all coasts and expenses of any action. Failure by the Bank to exercise any
rights hereunder shall not be deemed a waiver of any rights. All parties hereto
shall be jointly and severally liable hereunder. This note shall be governed and
construed in accordance with the laws of the State of New York. Any provision
hereof which may prove unenforceable under any law shall not affect the validity
of any other provision hereof. The undersigned authorizes the Bank to complete
this note in any particulars according to the terms of the loan evidenced
hereby.
<PAGE>


     The undersigned, all endorsers and all guarantors to this note hereby waive
presentment, demand, protest and notices of protest and dishonor.

                                           International Purchasing Services
                                           -------------------------------------
                                           Name (print or type)

700 VETERAN'S HIGHWAY                      /s/  Richard Goodhart, President
---------------------                      -------------------------------------
No. and Street                             Signature

Hauppauge  NY  11788
------------------------------------       -------------------------------------
City, State, Zip                           Signature

[ X ]     This note is secured by a General Security Agreement or other Security
Agreement or Pledge.

Description of Collateral: UCC-1 Filings on All Corporate Assets; Assignment of
Contract Rights and Proceeds under Contract Between Dept of Telecommunications,
Govt of India dated 10/06/96 In the Amount of $1,141,015 USDollars; (39935548.87
Indian Ruples)



                                BANK INFORMATION


Company Name

                  International Purchasing Services, Inc.
                  325 Wireless Blvd.
                  Hauppauge, NY 11787

Bank Name and Address

                  HSBC Bank USA
                  660 Vanderbilt Motor Parkway
                  Hauppauge, NY 11788

Bank Account No.

                  932-151825

ABA No.

                  021410080

<PAGE>


Bank of Smithtown                                           One East Main Street
                                                                    P.O. Box 456
     Founded 1910                                 Smithtown, New York 11787-2801

                                                       direct dial: 631-360-9342



June 16, 2000


Richard Goodhart
C/O Accident Prevention Plus
325 Wireless Blvd
Hauppauge, NY 11788


Ref:   Comm Loan designated R. Goodhart

Dear Mr. Goodhart:



I understand there may be some confusion in connection with the loan in the
amount of $ 43,827.74, which is titled R.Goodhaxt This balance consists of
unpaid 1998 interest due from International Purchasing Services, Inc. As you may
recall, the account was titled in this manner solely to distinguish it from the
International Purchasing Services- the SBA loan within the context of your
restructure agreement. You are a personal guarantor on this loan, however its
origination, is from prior corporate debt.



Yours truly,

/s/  Robert Staron


Robert Staron
AVP Commercial Loans