EXHIBIT 10.2


                                 PROMISSORY NOTE

$150,000.00                                               Minneapolis, Minnesota
Due:  June 9, 2005                                               January 9, 2004

         FOR VALUE RECEIVED, Card Acquisition, LLC (the "Company") promises to
pay to the order of DTLL, Inc., a Minnesota corporation ("Lender"), at
Minneapolis, Minnesota, or such other place as the holder hereof may from time
to time specify, the principal sum of One Hundred Fifty Thousand and No/100
Dollars ($150,000.00), or so much thereof as shall have been advanced, in lawful
money of the United States of America, together with interest (computed on the
basis of the actual number of days elapsed in a 360-day year) on the principal
balance of this Note from the date hereof at the rate of fifteen percent (15%)
per annum or such greater amount or amounts as provided below.

         From time to time or after the date of this Note, the Company may
request that the Lender make (whereupon the Lender shall make) an advance under
this Note, provided that the aggregate amount of all advances under this Note
shall not exceed $150,000.00, and that the Lender shall not be obligated to make
an advance if the Company is then in default under this Note. Each advance shall
be in the amount of $10,000.00 or an integral multiple thereof.

         Interest shall accrue on the unpaid principal amount (the "Unpaid
Balance") of this Note from the date such advance is made until such Unpaid
Balance is paid in full at a rate of fifteen percent (15%) per annum. If, and
only if, the Unpaid Balance of such advance and all accrued and unpaid interest
thereon shall not have been repaid in full on or before the last business day of
the ninth month following the making of such advance, then twenty percent (20%)
of all Residual Amounts (defined as the Company's share of the portion of
collections on each portfolio of non-performing consumer debt that was financed
by the Company (directly or through a joint venture) with the proceeds of an
advance hereunder) remaining after subtracting therefrom all allocable costs,
expenses, fees, interest payments and other amounts required to be paid by the
Company or the relevant joint venture in respect thereof) relating to such
advance shall be paid to the Lender as and when and to the extent collected by
the Company, which the Lender acknowledges (by its acceptance of this Note) may
not occur until after the Company has finally disposed of such Portfolio or
received the relevant proceeds as a distribution from the joint venture, as the
case may be.

         Interest on each advance shall be paid on the last business day of the
sixth month following the date of the making of such advance and thereafter
quarterly on the last business day of each following three month period.

         Principal amounts collected in respect of such advance shall be paid on
a pass-through basis based on net collections of principal received by the
Company and shall be paid on the


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same dates as interest payments until the Unpaid Balance of such advance shall
have been reduced to zero.

         If the Company defaults in the payment of principal or interest when
due in accordance with the terms and conditions of this Note or if a default or
event of default occurs under the Security Agreement between the Lender and the
Company, then the interest rate hereunder shall be increased to the rate of
twenty percent (20%) per annum (the "Default Rate"). The Default Rate shall
remain in effect until such default or event of default shall have been cured to
the satisfaction of the Lender or until the indebtedness evidenced by this Note
is fully paid, whichever shall earlier occur.

         If the Company fails to pay principal or interest within ten (10) days
of the relevant due date, or if an Event of Default has occurred and is
continuing under the Security Agreement between the Lender and the Company, then
Lender may, at its option, by notice in writing to the Company, declare
immediately due and payable the entire principal balance hereof and all interest
accrued thereon and the same shall thereupon be immediately due and payable
without further notice or demand and the Company shall then be liable for and
agree to pay all costs of collection, including reasonable attorneys' fees.

         This Note shall also become automatically due and payable without
notice or demand if a petition is filed by or against the Company under the
United States Bankruptcy Code (and, in the case of an involuntary petition, such
petition has not been discharged within thirty (30) days after filing).

         This Note may be prepaid in full or in part at any time without
penalty, provided that all prepayments shall be applied first to accrued
interest with the balance thereof to principal.

         No delay or omission on the part of Lender in exercising any right
hereunder shall operate as a waiver of such right or of any other remedy under
this Note.

         The Company waives presentment for payment, protest and notice of
nonpayment.

CARD ACQUISITION, LLC



By:      /s/ Michael J. Philippe
   ---------------------------------------------

Name:             Michael J. Philippe
     -------------------------------------------

Title:            President & CEO
      ------------------------------------------



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