Exhibit 10.5

     THIS NOTE MAY ONLY BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED TO
     AN "ACCREDITED INVESTOR," AS DEFINED IN RULE 501(a)(1), (2) OR
     (3) UNDER REGULATION D OF THE SECURITIES ACT OF 1933.
     NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
     WITHOUT THE WRITTEN CONSENT OF THE COMPANY, THIS NOTE SHALL NOT
     BE HYPOTHECATED OR BROKEN UP INTO MORE THAN ONE NOTE AND THERE
     SHALL ONLY BE ONE NOTEHOLDER.


                             SECURED PROMISSORY NOTE

$163,000.00                                                Fairfield, New Jersey
                                                              September 19, 2002

     FOR VALUE RECEIVED, ELITEAGENTS, INC., a New Jersey corporation (the
"Company"), hereby promises to pay to the order of John Mangel III (the
"Lender"), at 63 Warwick Rd., Winnetka, IL 60093, or at such other place as the
Lender may designate in writing, in accordance with Section 1 of this Note, One
Hundred Sixty Three Thousand Dollars ($163,000.00) or such additional sums that
shall be advanced to the Company, in lawful money of the United States, with
interest thereon to accrue pursuant to Section 1 of this Note.

1. Interest Maturity. Interest on the outstanding principal balance shall accrue
at a rate equal to zero percent (0%) per annum (the "Interest Rate"). Interest
shall be calculated on the basis of a 365-day year and the actual number of days
elapsed. The principal amount owing and any and all interest are due and payable
within (5) business days following written demand therefore from the Lender.

2. Prepayment. The Company shall have the right to prepay all or any portion of
the Note without the payment of any prepayment penalty. Any payments made shall
be credited first against the unpaid interest due, with no payments being
applied to principal until the accrued interest has been fully paid.

3. Immunity of Incorporations, Stockholders, Officers, Directors and Employees.
No recourse shall be had for the payment of the principal or interest on this
Note or for any claim based thereon or otherwise in any manner in respect
thereof, to or against any subsidiary, incorporator, stockholder, officer,
director or employee, as such, past, preent or future, of the Company or any
respective subsidiary, incorporator, stockholder, officer, director or
employees, as such, past, present or future, of any predecessor or successor
corporation, whether by virtue of any constitutional provision or statute or
rule of law, or by the enforcement of any assessment or penalty, or in any other
manner, all such liability being expressly waived and released by the acceptance
of this Note and as part of the consideration for the issue thereof.

<PAGE>


4. Securities Laws. This Note has not been registered under the Securities Act
of 1933, as amended (the "Act"), or registered or otherwise qualified for sale
under the securities laws of any state. The Lender by receipt of this Note
acknowledges that he is an "accredited investors" within the meaning of
Regulation D of the Act and that the Lender has had the opportunity to ask
questions of the Company regarding its business activities and its activities
relating to the Company.

5. Security. The Company agrees to take any and all reasonable steps required by
the Lender, including without limitation the execution and filing of appropriate
UCC-1 financing statement(s), to perfect the Lender's security interest in the
Collateral. Notwithstanding the foregoing, recourse by the Lender against the
Company is not limited to the Collateral, and the Company will be responsible
for the entire Loan obligation, including principal and interest.

6. Usury Laws. Notwithstanding anything to the contrary contained herein, all
agreements between the Company and the Lender are hereby expressly limited so
that in no contingency or event whatsoever shall the total liability for
payments in the nature of interest, additional interest, and other charges
exceed the applicable limits imposed by the usury laws of the states of New
Jersey or Illinois. If any payments in the nature of interest, additional
interest, or other charges made hereunder are held to be in excess of the
applicable limits imposed by the usury laws, it is agreed that any such amount
held to be in excess shall be considered payment of principal hereunder, and the
indebtedness evidenced hereby shall ipso facto be reduced by such amount so that
the total liability for payments in the nature of interest, additional interest,
and other charges shall not exceed the applicable limits imposed by the usury
laws, in compliance with the desires of the Company and the Lender. This
provision shall never be superseded or waived and shall control every other
provision of this Note and all agreements between the Company and Lender or
Lender's successors or assigns.

7. Default. For purposes of this Note, the occurrence of the following shall
constitute an "Event of Default" which shall permit the Lender to declare all
principal of and interest on this Note to be immediately due and payable:

     a.   Any petition is filed by or against the Company under any law
          pertaining to reorganization, insolvency or rescheduling of debts, or
          the Company makes an assignment for the benefit of creditors or admits
          in writing its inability to pay its debt generally as they become due.

     b.   Any material garnishment, attachment or levy is issued against the
          collateral by any party other than Lendor; or

     c.   Any default occurs in payment or performance of any obligations of the
          Company under the provisions of this Note; provided, however, that any
          such defaults shall not be deemed an Event of Default until the
          Company receives written notice from Lender of such event.

                                       2

<PAGE>


8. Acceleration, Waiver. Upon the occurrence of an uncured Event of Default, the
Lender may declare this Note immediately due and payable.

9. Immunity of Incorporators, Stockholders, Officers, Directors and Employees.
No recourse shall be had for the payment of the principal or interest on this
Note or for any claim based thereon or otherwise in any manner in respect
thereof, to or against any subsidiary, incorporator, stockholder, officer,
director or employee, as such, past, present or future, of the Company or any
respective subsidiary, incorporator, stockholder, officer, director or
employees, as such, past, present or future, of any predecessor or successor
corporation, either directly or through the Company or such predecessor or
successor corporation, whether by virtue of any constitutional provision or
statute or rule of law, or by the enforcement of any assessment or penalty, or
in any other manner, all such liability being expressly waived and released by
the acceptance of this Note and as part of the consideration for the issue
thereof.

10. Warrants. As additional consideration for the extension of the loan
evidenced by this Note, the Company shall issue to the Lender warrants (the
"Warrants") to purchase 815,000 shares of the Company's restricted common stock
at an exercise price of $0.20 per share. The dollar amount of Warrants eligible
to be purchase shall not exceed the face amount money loaned to the Company. The
Lender may exercise these Warrants until September 30, 2007. This additional
consideration shall also be extended for all additional funds loaned

11. Notices. All notices required to be given under this Note shall be in
writing and shall be personally delivered or sent by regular, express or
certified first-class mail or express mail, or by express courier, charges
prepaid or incurred for the account of the sender. Such notices shall be
addressed to the addresses as set forth below.

12. Necessary Documents. Each of the parties agrees to execute and provide, at
the request of the other parties, any and all other documents or other necessary
written instruments as may be reasonably necessary to effectuate the purposes of
this Note.

13. Governing Law. This Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the state of
Illinois.

                                       3

<PAGE>


IN WITNESS WHEREOF, the Company has executed this Note as of the date first
written above.

                                            ELITEAGENTS, INC.


                                            By:  ______________________________
                                            Title:  ___________________________

                                            Address:
                                            39 Plymouth Street
                                            Fairfield, NJ  07004
                                            Tel:  (800) 848-5442

                                       4