EXHIBIT 4.3



DATE: December 29, 2000                                          AMOUNT: $11,000


                        CONVERTIBLE PROMISSORY NOTE

         1.       Makers, LEBLANC & ASSOCIATES, INC., a Florida
corporation,(hereinafter referred to as the "Maker")  hereby  agrees to pay to
ZODIAC CAPITAL CORP. ("Payee")  at P.O. Box 1320 G.T., Grand Cayman, Cayman
Islands,  or such other address as may be designated by Payee, its successors
and assigns the sum of $11,000 together with interest on the outstanding
principal balance at the rate of 10% per annum calculated daily pursuant to the
following schedule;

                  Interest only on the outstanding principal balance shall be
payable quarterly with the first payment due March 31, 2001 and continuing
thereafter on the last day of each calendar quarter.

                  The remaining outstanding principal balance together with all
accrued interest shall be due and payable December 31, 2002.

                  Maker may prepay any portion of the outstanding principal
balance of this Note without penalty at any time during the term of this Note.
Any partial payment will be applied first to accrued interest and the remainder
to the outstanding principal balance.

         2.   Maker shall be deemed in Default if any quarterly payment is not
received within 15 days of its Due Date.

           In the event of any Default which is not cured within any curative
period, Payee may declare the entire unpaid principal balance to be due and
payable under the note. During any time that this Note is in Default, the
obligation shall accrue interest at the rate of 18% per annum.

           A Default shall be deemed to have occurred in the payment of the
obligations contained herein if the Maker:

(a) Fails to pay the Payee all amounts due by the Due Date and said payment
remains unpaid for three days, or otherwise fails to comply with or observe any
of the terms of this Promissory Note.

(b) Applies for the appointment of a receiver, trustee or custodian for any of
Purchaser's assets;


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(c) Files a petition under any section of the Bankruptcy Code or any similar law
or regulation;

(d) Makes an assignment for the benefit of their creditors;


(e) Becomes insolvent or becomes the subject of a petition under any section of
the Bankruptcy Code or any similar law or regulation.

         3. In lieu of repayment of principal, but not interest, Holder may, in
its sole and absolute discretion on written notice to the Maker choose to
convert any portion (but not less than $2,500 at a time) or all of the
outstanding debt into shares of common stock of the Maker at the conversion rate
of one share of common stock for every $.05 of indebtedness. In addition, for
every $1.00 of debt which the Holder chooses to convert into equity, the Holder
shall be granted a common stock purchase warrant which will grant to the holder
thereof, the right to purchase 20 shares of the Maker's $.001 par value common
stock at an exercise price of $.05 per share. Said warrant to expire two years
following each conversion notice sent by Holder to Maker. It is further agreed
and understood that there shall be no adjustment in the exercise price or
conversion ratio of this warrant in the event of any recapitalization or
reorganization of the Maker.

         4. Maker hereby waives presentment for payment, demand, notice of
demand, notice of nonpayment or dishonor, protest and notice of protest, and all
other notices connected with the delivery, acceptance, performance default or
enforcement of the payment of this Note.

         5. If any provision of this Note is held to be invalid or unenforceable
by a court of competent jurisdiction, the other provisions of this Note shall
remain in full force and effect.

         6. In the event of any breach of the obligations of Maker and any
litigation shall be required to secure repayment of the obligation the
prevailing party shall be entitled to recover all costs including reasonable
attorney's fees.

         7. This obligation shall be construed pursuant to the laws of the state
of Florida. By entering into this agreement the parties agree to be bound by the
jurisdiction of the Florida courts with venue for any dispute in Palm Beach
County, Florida.


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         9.  This Note is freely assignable by the Holder.


         This promissory note executed this 29th day of December, 2000.



MAKER:                                                       WITNESS

LEBLANC & ASSOCIATES, INC.

  /s/Clarence LeBlanc
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BY: Clarence LeBlanc, president





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