Exhibit 10.2

                                 PROMISSORY NOTE

$50,000.00                                                      December 5, 2004

     FOR VALUE RECEIVED,  the  undersigned,  110 Media Group,  Inc., an Delaware
corporation  ("Maker"),  hereby  promises  to pay to the order of Global  Reach,
Inc., an Nevada corporation  ("Payee"),  in lawful money of the United States of
America,  the principal sum of Fifty Thousand Dollars  ($50,000.00)  with annual
interest at 6%, (the "Rate"). This Note shall be paid on December 15, 2004.

     Maker  shall  have the  right to  prepay  this  Note,  in whole or in part,
without  premium  or  penalty.  All  prepayments  shall be  applied  to the next
required monthly payments under this Note.

     All  payments  hereunder  shall be paid to Payee at the  office  of  Payee,
___________,  Zephyr Cove, Nevada, or at such other place or places as the Payee
or legal holder may from time to time designate in writing.

     At the  election of the Payee or legal  holder  hereof and without  notice,
demand or legal process,  the indebtedness  remaining unpaid hereon shall become
at once due and  payable  at the place of payment  aforesaid  in case of default
("Default") as follows: (i) in the payment, when due and payable, of any payment
of  principal or interest  hereunder or in any other debt of Maker to Payee,  or
any portion  thereof,  in accordance  with the terms hereof after a ten (10) day
grace  period  or (ii)  the  filing  by  Borrower  of a  voluntary  petition  in
bankruptcy under the Bankruptcy Reform Act of 1978, as amended or succeeded by a
similar  statute,  the filing  against  Borrower of an  involuntary  petition in
bankruptcy under the Bankruptcy Reform Act of 1978, as amended or succeeded by a
similar  statute  which  petition is not stayed or  dismissed  within sixty (60)
days, or an assignment for the benefit of creditors by Borrower. In the event of
a Default, the Payee or legal holder hereof shall be entitled to (a) interest on
all overdue payments at the Rate plus five percent (5%) and (b) reasonable costs
and expenses of collection, including reasonable attorneys' fees.

     This Note is  delivered  pursuant  to and  subject to the terms of an Asset
Purchase  Agreement  (the  "Purchase  Agreement),  dated December 5, 2004 by and
between  Maker and Payee.  It is  understood  and agreed  that in the event that
Payee  owes  any  sums to  Maker  pursuant  to  section  10(A)  of the  Purchase
Agreement,  Maker may offset  against the next due and owing payments under this
Note any  amounts  that are owed by Payee,  and the amount  owed under this Note
shall be reduced accordingly.

     No  delay  or  admission  on the part of  Payee  or any  holder  hereof  in
exercising any right or option herein given to such Payee or holder shall impair
such right or option or be considered as a waiver or acquiescence in any default
hereunder.  Maker  hereby  waives  presentment,  demand,  notice of dishonor and
protest;  agrees to pay all expenses,  including reasonable  attorneys' fees and
legal  expenses  incurred by Payee in  endeavoring to collect any amount payable
hereunder; and recognizes that Payee may demand payment of this Note on the date
of maturity  hereof.  Maker agrees that any action or proceeding to enforce this
Note may be commenced in the courts of the State of New York or the U.S. Federal
District Court for the Southern District of New York.

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


                                               110 MEDIA GROUP, INC.



                                               By: /s/ Raymond Barton, President
                                                   -----------------------------
                                                   Raymond Barton, President