PROMISSORY NOTE

$50,000.00                                      Date: ________________, 2000

For value received,  Global Resources Group, Inc., (the "Borrower"),  at 111 2nd
Avenue Northeast, Suite 1600, St. Petersburg, Florida, 33701, promises to pay to
the order of the below specified "Lender" and address, or at such other place as
the Lender may designate in writing,  the sum of  $50,000.00  with interest from
the above stated Date, on the unpaid principle at the rate of 10% per annum.

Interest shall be paid quarterly beginning October 1, 2000, and continuing until
December, 31, 2000, (the "Due Date", which is 180 days from the date of the note
above),  at which time all unpaid  principle or principle and interest  shall be
due in full.  All  payments  on this Note shall be  applied  first in payment of
accrued interest and any remainder in payment of principle

Note shall be  convertible  into  restricted  common  stock of GRGI at $1.00 per
share at any time.

If any payment  obligation  under this Note is not paid when due,  the  Borrower
promises to pay all costs of  collection,  including  reasonable  attorney fees,
whether or not a lawsuit is commenced as part of the collection process.  Unpaid
principle and interest after the Due Date shall accrue interest at a rate of 18%
annually until paid.

If any of the  following  events  of  default  occur,  this  Note and any  other
obligations of the Borrower to the Lender, shall become due immediately, without
demand or notice:

      1.    the failure of the Borrower to pay the principle and any accrued
            interest in full on or before the Due Date;

      2.    the filing of bankruptcy proceedings involving the Borrower
            as a Debtor;

      3.    the application for appointment of a receiver for the Borrower;

      4.    the making of a general assignment for the benefit of the
            Borrower's creditors;

      5.    the insolvency of the Borrower; or

      6.    the  misrepresentation  by the  Borrower to the Lender for the
            purpose of obtaining or extending credit.

If any  one or  more  of the  provisions  of  this  Note  are  determined  to be
unenforceable,  in whole or in part,  for any reason,  the remaining  provisions
shall remain fully operative.

All payments of  principle  and interest on this Note shall be paid in the legal
currency of the United States. Borrower waives presentment for payment, protest,
and notice of protest and nonpayment of this Note.

No renewal or extension of this Note, delay in enforcing any right of the Lender
under this Note, or assignment by Lender of this Note shall affect the liability
of the Borrower. All rights of the Lender under this Note are cumulative and may
be exercised concurrently or consecutively at the Lender's option.

This Note shall be construed in accordance with the laws of the State of Nevada.

Signed this        day of                       , 2000
            ------        ----------------------

BORROWER: Global Resources Group, Inc.          LENDER:_______________________

-------------------------------------           ------------------------------
By: O. Howard Davidsmeyer, Chairman             Street Address

                                          ___________________________________
                                          City, State, Zip Code

GRGL57.2




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