THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR
ANY  INTEREST  THEREIN MAY BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APLICABLE STATE  SECURITIES  LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH
COUNSEL AND OPINION ARE REASONABLY  SATISFACTORY TO THE COMPANY,  THAT THIS NOTE
MAY  BE  OFFERED,  SOLD,  PLEDGED,   ASSIGNED,  OR  TRANSFERRED  IN  THE  MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                           MILITARY RESALE GROUP, INC.
                               10% PROMISSORY NOTE

$120,000                                                        JANUARY 11, 2005
                                                              NEW YORK, NEW YORK

         MILITARY  RESALE  GROUP,  INC.,  a New York  corporation  with  offices
located  at  2180  Executive  Circle  Colorado  Springs,   Colorado  80906  (the
"COMPANY"),  for value  received,  hereby  promises  to pay to LEE  BRUKMAN,  an
individual  residing at c/o Data  Recovery  Continuum,  Inc.,  P.O.  Box 105, La
Jolla,  California  92038 or registered  assigns (the  "HOLDER"),  the principal
amount of ONE TWENTY THOUSAND  UNITED STATES DOLLARS  ($120,000) on the Maturity
Date (as defined  below),  and to pay interest on the unpaid  principal  balance
hereof at the rate  (calculated  on the basis of a 360-day  year  consisting  of
twelve  30-day  months) of 10% per annum from the date hereof until the Maturity
Date.  Accrued interest on the unpaid principal  balance hereof shall be payable
on the Maturity  Date or upon the earlier  repayment  of this Note.  In no event
shall any interest to be paid  hereunder  exceed the maximum  rate  permitted by
law.  In any such  event,  this Note shall  automatically  be deemed  amended to
permit interest  charges at an amount equal to, but no greater than, the maximum
rate permitted by law. All  capitalized  terms used, but not otherwise  defined,
herein shall have the respective  definitions  assigned thereto in the Agreement
(as hereinafter defined).

         1.       NOTE.

         This Note is the "Note" described in the Agreement, dated as of January
11, 2005, between the Company and Lee Brukman.


<PAGE>

         2.       PAYMENTS.

         (a)      Of the  principal  amount of this Note,  (i)  $6,000  shall be
payable on February 1, 2005,  (ii) $6,000 shall be payable on February 22, 2005;
(iii) $6,000 shall be payable on March 8, 2005; and (iv) $6,000 shall be payable
on March 29, 2005.  Such payments are  hereinafter  referred to as the "PERIODIC
PAYMENTS".  The remainder of the principal of this Note shall be due and payable
in full on the Maturity Date. The "MATURITY Date" shall be July 8, 2005.

         (b)      Interest  on this Note shall  accrue from the date of issuance
hereof through the Maturity Date.

         (c)      If the Maturity Date falls on a day that is not a Business Day
(as defined  below),  the payment due on the  Maturity  Date will be made on the
next  succeeding  Business  Day with the same force and effect as if made on the
Maturity  Date.  "BUSINESS  DAY" means any day which is not a Saturday or Sunday
and is not a day on which  banking  institutions  are  generally  authorized  or
obligated to close in the City of New York, New York.

         (d)      (i) The Company may,  without the prior written consent of the
Holder, prepay all or any part of the principal of this Note, without payment of
any premium or  penalty.  All  payments  on this Note shall be applied  first to
accrued interest hereon and the balance to the payment of principal hereof.

                  (ii)  Commencing on the date of first Periodic  Payment,  this
Note shall be mandatorily  prepaid by the Company to the extent of the excess of
(A) over (B), where (A) equals  twenty-five  (25%) percent of any capital raised
by the  Company,  whether in the form of equity,  derivative  securities  (e.g.,
warrants,   options,   convertible  securities,   exchangeable  securities,   or
otherwise), or indebtedness (other than trade indebtedness),  and (B) equals the
Periodic Payments made through the date of the prepayment.

         (e)      Payments of principal  of, and interest on, this Note shall be
made by check  sent to the  Holder's  address  set forth  above or to such other
address  as the  Holder  may  designate  for such  purpose  from time to time by
written notice to the Company,  in such coin or currency of the United States of
America  as at the time of  payment  shall be legal  tender  for the  payment of
public and private  debts.  Alternatively,  principal  of, and interest on, this
Note with respect to the Maturity Date may be paid by  electronic  wire transfer
in accordance with  instructions  provided by the Holder to the Company at least
10 Business Days prior to the Maturity Date.

         (f)      The obligations to make the payments provided for in this Note
are  absolute  and  unconditional  and  not  subject  to any  defense,  set-off,
counterclaim,  rescission,  recoupment,  or adjustment  whatsoever.  The Company
hereby  expressly   waives  demand  and  presentment  for  payment,   notice  of
non-payment,  notice of dishonor,  protest, notice of protest, bringing of suit,
and diligence in taking any action to collect any amount  called for  hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing  hereon,  regardless of and without any notice,  diligence,  act, or
omission with respect to the collection of any amount called for hereunder.

<PAGE>

         3.       RANKING OF NOTE.

         This Note constitutes senior unsecured indebtedness of the Company.

         4.       COVENANTS.

                  The Company covenants and agrees with the Holder that, so long
as any amount remains unpaid on the Note,  unless the consent of the majority in
interest  of all of the  Holders is  obtained  or except as  otherwise  provided
herein, the Company:

         (a)      Shall not pay any  dividend  or make any  distribution  on, or
purchase,  redeem,  or retire,  any shares of its capital stock or any warrants,
options,  or other rights to reacquire any such shares,  except that the Company
may pay dividends payable solely in shares of its capital stock.

         (b)      Shall deliver to each Holder:

                  (i) Quarterly Reports on Form 10-QSB promptly upon filing with
the Securities and Exchange Commission;

                  (ii) Annual  Reports on Form 10-KSB  promptly upon filing with
the Securities and Exchange Commission;

                  (iii)  promptly  after the Company  shall obtain  knowledge of
such,  written  notice  of  all  legal  or  arbitral  proceedings,  and  of  all
proceedings by or before any governmental or regulatory authority or agency, and
each  material  development  in  respect  of such  legal or  other  proceedings,
affecting  the  Company  and its  subsidiaries,  except  proceedings  which,  if
adversely  determined,  would not have a material  adverse effect on the Company
and its subsidiaries taken as a whole; and

                  (iv) promptly after the Company shall obtain  knowledge of the
occurrence of any Event of Default (as  hereinafter  defined) or any event which
with notice or lapse of time or both would  become an Event of Default (an Event
of Default or such other event being a "DEFAULT"), a notice specifying that such
notice is a "NOTICE OF  DEFAULT"  and  describing  such  Default  in  reasonable
detail,  and, in such Notice of Default or as soon thereafter as practicable,  a
description of the action the Company has taken or proposes to take with respect
thereto.

         5.       EVENTS OF DEFAULT.

         The occurrence of any of the following events shall constitute an event
of default (an "EVENT OF DEFAULT"):

         (a)      A default in the payment of the  principal  on any Note,  when
and as the same shall become due and payable.

                                     - 3 -
<PAGE>

         (b)      A default in the payment of any interest on any Note, when and
as the same shall become due and payable,  which default shall continue for five
business days after the date fixed for the making of such interest payment.

         (c)      A  default  in the  performance,  or a  breach,  of any of the
covenants of the Company  contained in Sections 2 or 4 of this Note or contained
in the Agreement.

         (d)      A  default  in the  performance,  or a  breach,  of any  other
covenant or  agreement of the Company in (i) this Note and  continuance  of such
default  or breach  for a period of 10 days  after  receipt  of notice  from the
Holder as to such breach or after the  Company had or should have had  knowledge
of such breach (ii) the Agreement.

         (e)      Any  representation,  warranty,  or certification  made by the
Company pursuant to this Note or the Agreement shall prove to have been false or
misleading as of the date made in any material respect.

         (f)      A final  judgment  or  judgments  for the  payment of money in
excess of $100,000  in the  aggregate  shall be rendered by one or more  courts,
administrative or arbitral tribunals or other bodies having jurisdiction against
the Company and the same shall not be discharged (or provision shall not be made
for such  discharge),  or a stay of  execution  thereof  shall not be  procured,
within 60 days from the date of entry thereof and the Company shall not,  within
such 60-day  period,  or such longer period  during which  execution of the same
shall have been stayed,  appeal therefrom and cause the execution  thereof to be
stayed during such appeal.

         (g)      The entry of a decree or order by a court having  jurisdiction
adjudging  the Company  bankrupt or insolvent,  or approving a petition  seeking
reorganization,  arrangement, adjustment, or composition of or in respect of the
Company, under federal bankruptcy law, as now or hereafter  constituted,  or any
other applicable federal or state bankruptcy,  insolvency, or other similar law,
and the  continuance  of any such decree or order  unstayed  and in effect for a
period of 60 days; or the  commencement by the Company of a voluntary case under
federal bankruptcy law, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency, or other similar law, or the consent by
it to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief
under federal  bankruptcy law or any other  applicable  federal or state law, or
the  consent by it to the filing of such  petition  or to the  appointment  of a
receiver,  liquidator,  assignee, trustee,  sequestrator, or similar official of
the Company or of any substantial  part of its property,  or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its  inability  to pay its debts  generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action.


                                     - 4 -
<PAGE>

         6.       REMEDIES UPON DEFAULT.

         (a)      Upon the  occurrence  of an Event of  Default  referred  to in
Section 5(g), the principal amount then outstanding of, and the accrued interest
on, this Note shall  automatically  become  immediately  due and payable without
presentment, demand, protest, or other formalities of any kind, all of which are
hereby  expressly  waived by the  Company.  Upon the  occurrence  of an Event of
Default  referred to in Section  5(a) or (b),  the Holder,  by notice in writing
given to the Company,  may declare the entire  principal amount then outstanding
of, and the accrued  interest  on, this Note to be due and payable  immediately,
and upon any such  declaration  the same  shall  become  and be due and  payable
immediately, without presentation,  demand, protest, or other formalities of any
kind, all of which are expressly  waived by the Company.  Upon the occurrence of
an Event of Default other than one referred to in Sections 5(a), (b) or (g), the
Holders  of not less  than 50% in  principal  amount of then  outstanding  Notes
(excluding  any Notes held by or for the account of the Company or any affiliate
of the Company) may declare the principal  amount then  outstanding  of, and the
accrued interest on, the Notes to be due and payable immediately,  and upon such
declaration  the  same  shall  become  due  and  payable  immediately,   without
presentation,  demand,  protest,  or other formalities of any kind, all of which
are expressly waived by the Company.

         (b)      The Holder may institute such actions or proceedings in law or
equity as it shall  deem  expedient  for the  protection  of its  rights and may
prosecute  and enforce  its claims  against  all assets of the  Company,  and in
connection with any such action or proceeding  shall be entitled to receive from
the Company payment of the principal  amount of this Note plus accrued  interest
to the date of  payment  plus  reasonable  expenses  of  collection,  including,
without limitation, attorneys' fees and expenses.

         7.       TRANSFER.

         (a)      Any Notes  issued  upon the  transfer or exchange of this Note
shall be numbered and shall be registered in a Note Register as they are issued.
The Company shall be entitled to treat the registered  holder of any Note on the
Note  Register as the owner in fact  thereof for all  purposes  and shall not be
bound to recognize  any  equitable or other claim to or interest in such Note on
the part of any other person,  and shall not be liable for any  registration  or
transfer  of Notes which are  registered  or to be  registered  in the name of a
fiduciary  or the nominee of a fiduciary  unless made with the actual  knowledge
that a fiduciary or nominee is committing a breach of trust in  requesting  such
registration  or  transfer,  or with  the  knowledge  of  such  facts  that  its
participation therein amounts to bad faith. This Note shall be transferable only
on the books of the Company upon delivery thereof duly endorsed by the Holder or
by his duly  authorized  attorney or  representative,  or  accompanied by proper
evidence of succession,  assignment,  or authority to transfer.  In all cases of
transfer  by an  attorney,  executor,  administrator,  guardian,  or other legal
representative,  duly  authenticated  evidence of his or its authority  shall be
produced.  Upon any  registration  of transfer,  the Company shall deliver a new
Note or Notes to the person entitled thereto. This Note may be exchanged, at the
option of the Holder  thereof,  for another  Note,  or other Notes of  different
denominations,  of like tenor and representing in the aggregate a like principal
amount,   upon  surrender  to  the  Company  or  its  duly   authorized   agent.
Notwithstanding  the  foregoing,  the Company  shall have no obligation to cause
Notes to be transferred on its books to any person if, in the opinion of counsel
to the  Company,  such  transfer  does not  comply  with the  provisions  of the
Securities Act and the rules and regulations thereunder.

                                     - 5 -
<PAGE>

         (b)      The  Holder  acknowledges  that  he has  been  advised  by the
Company that this Note has not been  registered  under the Securities  Act, that
this Note is being issued on the basis of the  statutory  exemption  provided by
Section  4(2)  of the Act or  Regulation  D  promulgated  thereunder,  or  both,
relating to  transactions  by an issuer not involving any public  offering.  The
Holder acknowledges that he has been informed by the Company of, or is otherwise
familiar with, the nature of the  limitations  imposed by the Securities Act and
the  rules  and  regulations  thereunder  on  the  transfer  of  securities.  In
particular,  the Holder agrees that no sale, assignment or transfer of this Note
shall be valid or  effective,  and the Company shall not be required to give any
effect  to  any  such  sale,  assignment  or  transfer,  unless  (i)  the  sale,
assignment,  or transfer of this Note is registered under the Securities Act, it
being  understood  that this Note is not currently  registered for sale and that
the Company has no  obligation  or intention  to so register the Notes,  or (ii)
this  Note  is  sold,  assigned,  or  transferred  in  accordance  with  all the
requirements and limitations of Rule 144 under the Act, it being understood that
Rule 144 is not available at the time of the original  issuance of this Note for
the sale of this  Note and that  there can be no  assurance  that Rule 144 sales
will be available at any  subsequent  time, or (iii) such sale,  assignment,  or
transfer is otherwise exempt from registration under the Securities Act.

         8.       MISCELLANEOUS.

         (a)      Any notice or other communication  required or permitted to be
given  hereunder  shall be in  writing  and shall be mailed by  certified  mail,
return  receipt  requested,  or by  Federal  Express,  Express  Mail or  similar
overnight  delivery or courier  service or delivered  (in person or by telecopy,
telex or similar  telecommunications  equipment) against receipt to the party to
whom it is to be given,  (i) if to the Company,  at its address,  2180 Executive
Circle Colorado  Springs,  Colorado 80906 Attention:  President,  (ii) if to the
Holder,  at its address set forth on the first page  hereof,  or (iii) in either
case,  to such other  address as the party  shall have  furnished  in writing in
accordance with the provisions of this Section 8(a). Notice to the estate of any
party shall be  sufficient if addressed to the party as provided in this Section
8(a). Any notice or other  communication given by certified mail shall be deemed
given at the time of  certification  thereof,  except  for a notice  changing  a
party's address which shall be deemed given at the time of receipt thereof.  Any
notice given by other means permitted by this Section 8(a) shall be deemed given
at the time of receipt thereof.

         (b)      Upon  receipt of evidence  satisfactory  to the Company of the
loss, theft, destruction, or mutilation of this Note (and upon surrender of this
Note if  mutilated),  the Company  shall execute and deliver to the Holder a new
Note of like date, tenor, and denomination.

         (c)      No course of dealing  and no delay or  omission on the part of
the Holder in exercising  any right or remedy shall operate as a waiver  thereof
or otherwise prejudice the Holder's rights, powers or remedies. No right, power,
or remedy conferred by this Note upon the Holder shall be exclusive of any other
right, power, or remedy referred to herein or now or hereafter available at law,
in equity,  by statute or  otherwise,  and all such  remedies  may be  exercised
singly or concurrently.

                                     - 6 -
<PAGE>

         (d)      This Note may be amended only by a written instrument executed
by the Company and the Holder hereof.  Any amendment shall be endorsed upon this
Note, and all future Holders shall be bound thereby.

         (e)      This Note has been  negotiated and consummated in the State of
New York and shall be governed by, and construed in accordance with, the laws of
the State of New York, without giving effect to principles  governing  conflicts
of law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]










                                     - 7 -
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be executed and
dated the day and year first above written.

                                             MILITARY RESALE GROUP, INC.

                                             BY:
                                                 -------------------------------
                                                 NAME:
                                                 TITLE:









                                     - 8 -