PROMISSORY NOTE

Principal amount :  $180,000.00                         Date:  September 4, 2002

FOR VALUE RECEIVED, UNIVERSAL GUARDIAN CORPORATION hereby promises to pay to the
order of Pacific International, Inc. the sum of One-Hundred and Eighty Thousand
Dollars ($180,000.00), together with interest thereon at the rate of 9.25% per
annum on the unpaid balance. Said sum shall be paid in the following manner:

Principal and Interest payments shall commence January 1, 2003 in twelve (12)
equal monthly payments. All payments shall be first applied to interest and the
balance to principal. This note may be prepaid, at any time, in whole or in
part, without penalty.

This note shall be at the option of any holder thereof be immediately due and
payable upon the occurrence of any of the following: 1) Failure to make any
payment due hereunder within on or before its due date. 2) Breach of any
condition of any security interest, mortgage, loan agreement, pledge agreement
or guarantee granted as collateral security for this note. 3) Breach of any
condition of any loan agreement, security agreement or mortgage, if any, having
a priority over any loan agreement, security agreement or mortgage on collateral
granted, in whole or in part, as collateral security for this note. 4) Upon the
death, incapacity, dissolution or liquidation of any of the undersigned, or any
endorser, guarantor to surety hereto. 5) Upon the filing by any of the
undersigned of an assignment for the benefit of creditors, bankruptcy or other
form of insolvency or by suffering an involuntary petition in bankruptcy or
receivership not vacated within thirty (30) days.

In the event this note shall not be in default and placed for collection, then
the undersigned agree to pay all reasonable attorney fees and costs of
collection. Payments not made within five (5) days of due date shall be subject
to a late charge of 7% of said payment. All payments hereunder shall be made to
such address as may from time to time be designated by any holder.

The undersigned and all other parties to this note, whether as endorsers,
guarantors or sureties, agree to remain fully bound until this note shall be
fully paid and waive demand, presentment and protest and all notices hereto and
further agree to remain bound notwithstanding any extension, modification,
waiver, or other indulgence or discharge or release of any obligor hereunder or
exchange, substitution, or release of any collateral granted as security for
this note. No modification or indulgence by any holder hereof shall be binding
unless in writing; and any indulgence on any one occasion shall not be an
indulgence for any other or future occasion. Any modification or change in
terms, hereunder granted by any holder hereof, shall be valid and binding upon
each of the undersigned, notwithstanding the acknowledgement of any of the
undersigned, and each of the undersigned does hereby irrevocably grant to each
of the others a power of attorney to enter into any such modification on their
behalf. The rights of any holder hereof shall be cumulative and not necessarily
successive. This note shall take effect as a sealed instrument and shall be
construed, governed and enforced in accordance with the laws of the State of
California.


Agreed and accepted:


         /s/ DENNIS COLE
-------------------------------------------------------
Authorized Signatory for Universal Guardian Corporation


         /s/ MICHAEL BRIOLA
-------------------------------------------------------
Authorized Signatory for Universal Guardian Corporation