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                                                                   Exhibit 10(p)





                                 PROMISSORY NOTE



$ 2,763,059.30                                            Stamford, Connecticut
                                                          February 1, 2000


FOR VALUE RECEIVED, the undersigned William Tweed with an address at P.O. Box
262, Lance Aux Epines, St. Georges, Grenada, W.I. (the "Maker") hereby
irrevocably and unconditionally promises to pay to the order of Warrantech
Corporation (the "Holder") located at 300 Atlantic Street, Stamford, Connecticut
06901, the principal amount of Two Million Seven Hundred Sixty-Three Thousand
Fifty-Nine Dollars and Thirty Cents ($2,763,059.30), together with interest on
the unpaid principal balance outstanding hereunder at the rate of six and
two-tenths percent (6.2 %) per annum, calculated on the basis of a 360-day year
and actual days elapsed.

This Note (i) replaces the original Promissory Note (the "Original Note")
effective as of July 6, 1998 in the amount of Two Million Five Hundred
Twenty-Two Thousand Nine Hundred Fifty-Seven Dollars and Eighty-One Cents
($2,522,957.81), made by the Maker and payable to the order of the Holder and
(ii) is the Promissory Note referred to in the Pledge Agreement made as of
February 1, 2000 between the Maker, as pledgor, and the Holder, as the secured
party (the "Pledge Agreement").

Accrued interest shall be payable in arrears on January 31, 2003, January 31,
2004, and January 31, 2005. The unpaid principal balance of Two Million Seven
Hundred Sixty-Three Thousand Fifty-Nine Dollars and Thirty Cents ($2,763,059.30)
shall be due and payable in full on January 31, 2005.

This Note is secured by Nine Hundred Thirty-Eight Thousand Seven Hundred
Seventy-Five (938,775) shares of common stock of Holder issued to Maker,
represented by stock certificate(s) which are identified in, and evidenced by,
the Pledge Agreement.

In the event (i) the Maker fails to make any payment hereunder within ten (10)
days of the date such payment is due; or (ii) the Maker is unable or admits in
writing an inability to pay its debts generally as they become due, or files or
has filed against it a petition in bankruptcy or for an arrangement or a
reorganization, or makes a general assignment for the benefit of creditors, or
has a receiver or trustee appointed for it; or (iii) there is an "Event of
Default" (as defined in the Pledge Agreement) by the Maker under the Pledge
Agreement; or (iv) if the Pledge Agreement at any time or for any reason ceases
to create a valid and perfected security interest and pledge or ceases to be in
full force or is declared void; or (v) Maker dies and all amounts due hereunder
have not been

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paid within ninety (90) days after such death, then in any such event, Holder
may without demand or any other act of Holder, take any or all of the following
actions: (x) declare the principal of and any accrued interest and other amounts
in respect of this Note to be due and payable; (y) proceed to enforce or cause
to be enforced any remedies provided under this Note or the Pledge Agreement;
and/or (z) exercise any other remedies available at law or in equity, either by
suit in equity or by action at law, or both, whether for specific performance of
any covenant or other agreement contained in this Note, the Pledge Agreement or
in aid of the exercise of any power granted in this Note or the Pledge
Agreement.

Presentment and other demand for payment (other than any written demand
expressly provided in this Note), notice of dishonor and protest are hereby
waived by the Maker. The Maker agrees to reimburse the Holder for all reasonable
fees and expenses (including reasonable attorneys fees and court costs) incurred
in connection with the collection of the indebtedness represented by this Note.

Interest on any late payment of principal or interest or on any other amount
under this Note which is past due shall be payable at a rate which is six
percent (6.0 %) in excess of the rate otherwise payable on the principal of this
Note. For purposes of this Note a "Business Day" shall mean any day, other than
Saturdays, Sundays or other days on which commercial banks are authorized or
required by law to be closed in Stamford, Connecticut. If any payment of the
principal or any other payment due hereunder becomes due on a day other than a
Business Day such payment shall be made on the next succeeding Business Day. All
payments hereunder shall be payable in free and immediately available funds in
United States Dollars.

All agreements between the Maker and the Holder are hereby expressly limited so
that in no event will the rate of interest charged or agreed to be charged to
the Maker for the use, forbearance, loaning or detention of such indebtedness
exceed the maximum permissible interest rate under applicable law (the "Maximum
Rate"). If for any reason, the interest rate applied exceeds the Maximum Rate,
then the interest rate will automatically be reduced to the Maximum Rate. If the
Holder receives interest at a rate exceeding the Maximum Rate, the amount of
interest received in excess of the maximum amount receivable will be applied to
the reduction of the principal balance of the outstanding obligation for which
the amount was paid and not to the payment of interest thereunder.

The principal balance hereunder may be prepaid without premium or penalty.

No delay on the part of the Holder in exercising any right hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right, nor will the Holder hereof be liable for exercising or
failing to exercise any such right. The rights and remedies herein expressly
specified are cumulative and not exclusive of any rights or remedies which the
Holder hereof may or would otherwise have. This Note may not be assigned by the
Maker.

This Note shall be with recourse and governed by, and construed in accordance
with, the laws of

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the State of Connecticut without regard to the principles of conflict of laws.
The Maker irrevocably submits to the non-exclusive jurisdiction of any state or
federal court located in Hartford, Connecticut in any action arising in
connection with this Note.

IN WITNESS WHEREOF, the Maker has executed this Note effective as of February 1,
2000.



/s/ William Tweed
-------------------
William Tweed



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                                PLEDGE AGREEMENT

         Pledge Agreement (the "Pledge Agreement") made as of February 1, 2000
by William Tweed, an individual residing at Lance Aux Epines, P.O. Box 262, St.
Georges, Grenada, W.I. (the "Pledgor") and in favor of Warrantech Corporation, a
Delaware corporation with its principal place of business at 300 Atlantic
Street, Stamford, Connecticut 06901 (the "Secured Party").

         A. The Pledgor has a promissory note of even date herewith (the "Note")
payable to the order of the Secured Party in the original principal amount of
Two Million Seven Hundred Sixty-Three Thousand Fifty-Nine Dollars and Thirty
Cents ($2,763,059.30) .

         B. To secure payment of the Note, the Secured Party requires that the
Pledgor grant the Secured Party a security interest in Nine Hundred Sixty Three
Thousand Seven Hundred Seventy-Five (963,775) shares (the "Shares") of the
Common Stock of the Secured Party held by the Pledgor represented by certificate
numbers W15892 and W15871 in accordance with the Pledge Agreement.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Pledgor and the Secured Party hereby agree as
follows:

         1.       TERMS OF THE PLEDGE.

                  (a) The Pledge. Pledgor does hereby pledge and grant to the
Secured Party a first priority perfected security interest in all of the
following described property (the "Collateral"):

                     (1) The Shares; and

                     (2) All of Pledgor's rights and privileges with respect to
the Shares, and all dividends and other payments and distributions (including
stock dividends, liquidating dividends, shares of stock or securities resulting
from (or in connection with the exercise of) stock splits, reclassifications,
warrants, options, non-cash dividends, mergers, consolidations and all other
distributions on or with respect to any Collateral) with respect thereto and all
proceeds, income and profits of any of the foregoing.

                  (b) Delivery of Collateral. The Secured Party hereby
acknowledges receipt of the certificates evidencing the Collateral together with
a stock power therefor duly endorsed in blank. Pledgor agrees to deliver
promptly to the Secured Party, in the exact form received, all securities and
other property which come into the possession, custody or control of Pledgor
which would be included within the definition of Collateral in Section 1(a)
above.

                  (c) Actions Prior to an Event of Default. Until the occurrence
of an Event of Default (as defined in Section 3(a) below) the Pledgor will have
the sole right (i) to vote the securities constituting the Collateral and to
give consents, waivers and ratifications in respect

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thereof, provided that no vote shall be cast, or consent, waiver or ratification
given or action taken that would violate or not comply with any of the terms and
provisions of this Pledge Agreement; and (ii) to receive any and all cash
dividends declared and paid on the securities constituting the Collateral that
are not otherwise in violation of any of the terms and provisions of this Pledge
Agreement.

                  (d) Termination of Security Interest and Return of Collateral.
Upon such date as the entire principal sum and all accrued interest on the Note
shall have been paid in full, (i) all of the Collateral shall automatically, and
without any further action of the parties hereto, be released from the security
interest of the Secured Party created by this Pledge Agreement and (ii) the
Secured Party shall deliver the certificate or certificates representing the
Collateral to the Pledgor.

         2.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR.

                  (a) Power and Authority to Pledge. Pledgor has full power and
authority to execute and deliver this Pledge Agreement and to perform his
obligations hereunder.

                  (b) Enforceability. This Pledge Agreement is the valid and
binding obligation of Pledgor, enforceable against Pledgor according to its
terms, subject to applicable bankruptcy, insolvency, moratorium and other laws
affecting creditors' rights and remedies and the judicial limitations on the
right to specific performance. Upon delivery of the Shares to the Secured Party,
this Pledge Agreement shall create a valid first priority lien upon, and
perfected security interest in, the Shares.

                  (c) Title to Collateral. Pledgor warrants and represents to
the Secured Party that it is the sole legal and beneficial owner of, and holds
good title to, the Collateral free and clear of any hypothecations, liens,
encumbrances, mortgages, security interests and restrictions on transfer and
assignment thereof, except for the security interest created by this Pledge
Agreement and as required by federal and state securities laws.

                  (d) Preservation of Rights on Collateral. Pledgor will take
any action necessary to preserve redemption, conversion, warrant, preemptive or
other rights (and be aware of the dates limiting the exercise of such rights)
concerning the Collateral.

                  (e) Maintenance of Security Interest. The Pledgor will do and
enact all things deemed necessary or appropriate by the Secured Party from time
to time to establish, determine priority of, perfect, continue perfection,
terminate and enforce the Secured Party's interest in the Collateral and the
Secured Party's rights under this Pledge Agreement.

         3.       EVENTS OF DEFAULT AND REMEDIES.

                  (a) Events of Default. The occurrence of one or more of the
following shall constitute an "Event of Default" hereunder unless cured within
ten (10) days of notice by Secured Party to Pledgor of such occurrence:

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                     (1) The Pledgor defaults in the performance or observance
of any of the terms or covenants in this Pledge Agreement;

                     (2) Any representation or warranty made by the Pledgor in
this Pledge Agreement is untrue at any time in any respect;

                     (3) The Pledgor defaults in the payment of any amounts due
under the Note; or

                     (4) The Pledgor shall become bankrupt or insolvent, or
admit in writing his inability to pay debts as they mature, or make an
assignment for the benefit of creditors; the Pledgor shall apply for or consent
to the appointment of any receiver, trustee or similar officer or for all or any
substantial part of his or its property; such receiver, trustee or similar
officer shall be appointed without the application or consent of the Pledgor, as
the case may be; the Pledgor shall institute (by petition, application, answer,
consent or otherwise) any bankruptcy, insolvency, adjustment of debt or similar
proceeding under the laws of any jurisdiction; any such proceeding shall be
instituted (by petition, application or otherwise) against the Pledgor; or any
judgment, writ, warrant of attachment or execution or similar process shall be
issued or levied against a substantial part of the property of the Pledgor.

                  (b) Secured Party's Right to Sell Collateral. Upon the
occurrence of an Event of Default, the Collateral shall be forfeited by the
Pledgor to the Secured Party unless the Secured Party, in its sole discretion,
permits the Pledgor to continue to make payments under the Note and to retain
his rights and interest in the Collateral under the Agreement. The Secured Party
shall be entitled to sell the Collateral upon thirty (30) days' written notice
to Pledgor, at a private sale as permitted by law. Thereafter the Collateral
shall be held by the Secured Party for its own account and the Secured Party may
cause the Collateral to be registered in its name and may vote the Collateral
(whether or not transferred or registered in the name of the Secured Party) and
give all consents, waivers and ratifications in respect thereof, and may receive
all dividends, interest and any other distributions, payments, proceeds and all
other benefits thereon. The Secured Party may limit sales to purchasers who are
acquiring for investment and not with any view to distribution and may condition
any sale or sales upon restriction against future transfers to the extent that
the Secured Party as it may be advised by counsel as necessary to protect the
Secured Party from any liability under the Securities Act of 1933, the
Securities Exchange Act of 1934, state securities laws, and any like or similar
laws now or hereafter in effect in any jurisdiction.

                  (c) Rights Cumulative. The exercise of any and all rights and
remedies available to Secured Party under this Pledge Agreement or by law or in
equity shall be exercised by Secured Party in its sole discretion and shall not
relieve Pledgor of any of its obligations hereunder or under the Note. All
rights and remedies of the Secured Party hereunder are in addition to rights and
remedies afforded the Secured Party under the Note, any other document or under
law or in equity. All remedies are cumulative and may be exercised by the
Secured Party concurrently or consecutively. No failure or omission of the
Secured Party to exercise any such right or remedy shall constitute a waiver
thereof.

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         4. TERMINATION. Upon timely payment in full of the obligations under
the Note, this Pledge shall terminate and be of no further force and effect, and
the Secured Party shall thereupon promptly return to the Pledgor such of the
Collateral and such other documents delivered by the Pledgor as may then be in
the Secured Party's possession.

         5. MISCELLANEOUS.

                  (a) Agreement Binding. This Pledge Agreement shall be binding
upon and inure to the benefit of the successors and permitted assigns of the
Pledgor and the Secured Party.

                  (b) Taxes. The Pledgor will promptly pay, when due, all taxes
and other governmental charges levied or assessed upon or against the
Collateral.

                  (c) Severability. In the event that one or more provisions of
this Pledge Agreement should be declared to be invalid, illegal or unenforceable
in any respect by a court of competent jurisdiction, the validity, legality and
enforceability of the remaining provisions herein shall not in any way be
affected or impaired thereby.

                  (d) Survival of Representations. All representations and
warranties made herein are, and shall continue to be, true and correct in all
material respects until the Note is paid in full.

                  (e) Notices. All notices and other communications required or
permitted to be given hereunder shall be given and become effective when
deposited in the U.S. Mail postage prepaid, return receipt requested addressed
to the parties at the addresses first above written, or such other address as
the parties may designate from time to time pursuant to this Section 5(e).

                  (f) Governing Law. This Pledge Agreement shall be governed by,
and construed in accordance with, the laws of the State of Connecticut without
regard to the principles of conflict of laws. The parties irrevocably submit to
the non-exclusive jurisdiction of any state or federal court located in
Connecticut in any action arising in connection with this Pledge Agreement.

                  (g) Nature of Obligations. The obligations of the Pledgor
under this Pledge Agreement and the Note shall be absolute and unconditional and
shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated, lessened or otherwise affected by,
any circumstance or occurrence whatsoever, whether or not the Pledgor shall have
notice or knowledge, including, without limitation, (i) any renewal, extension,
substitution, amendment or modification of or addition or supplement to or
deletion from the Note, this Pledge Agreement or an assignment or transfer of
any thereof; (ii) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of the Note, this Pledge Agreement, or any exercise
or nonexercise of any right, remedy, power or privilege under or in respect of
the Note or this Pledge Agreement; (iii) any furnishing of any additional
collateral or security to the Secured Party or its assignee or any acceptance
thereof or any release of any collateral or security in whole or in part by the
Secured Party or its assignee under this Pledge Agreement or otherwise; (iv) any
limitation on any party's liability or obligations under the Note or under this
Pledge Agreement or

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any invalidity or unenforceability, in whole or in part, or any such instrument
or any term thereof; or (v) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to the Pledgor, or any action taken with respect to this Pledge
Agreement or the Note by any trustee or receiver, or by any court, in any such
proceeding. In the event of any inconsistency between the terms of the Note and
the terms of this Pledge Agreement, the terms of this Pledge Agreement shall
govern.

                  (h) Assignment. Pledgor may not assign, delegate, or otherwise
transfer any of its rights, interests or obligations hereunder without the prior
written consent of Secured Party, in its sole discretion.

                  (i) Filing; Further Assurances. Pledgor agrees that it will,
at its expense and in such manner and form as Secured Party may require,
execute, deliver, file and record any financing statement, specific assignment
or other document, instrument or paper and take any other action that may be
necessary or desirable, or that Secured Party may request, in order to create,
preserve, perfect or validate its security interest or to enable Secured Party
to exercise and enforce its rights hereunder with respect to any of the
Collateral. To the extent permitted by applicable law, Pledgor hereby authorizes
Secured Party to execute and file in the name of Pledgor or otherwise, financing
statements or other equivalent documents (which may be carbon, photographic,
photostatic or other reproductions of this Pledge Agreement or of a financing
statement relating to this Pledge Agreement) which Secured Party in its sole
discretion may deem necessary or appropriate to further perfect the Secured
Party's security interests hereunder.

         IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of
the day and year first above written.

                                                Pledgor:

                                                /s/ William Tweed
                                                    -------------------------
                                                William Tweed

                                                Secured Party:

                                                Warrantech Corporation

                                                By:  /s/ Richard Gavino
                                                    -------------------------
                                                Name: Richard Gavino
                                                Title: Chief Financial Officer