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                                                                  Exhibit 10(o)

                                 PROMISSORY NOTE



$ 4,165,061.72                                          Stamford, Connecticut
                                                        March 15, 2001

FOR VALUE RECEIVED, the undersigned Joel San Antonio with an address at 56 North
Stanwich Road, Greenwich, Connecticut 06831 (the "Maker") hereby irrevocably and
unconditionally promises to pay to the order of Warrantech Corporation (the
"Holder") located at One Canterbury Green, Stamford, Connecticut 06901, the
principal amount of Four Million One Hundred Sixty-Five Thousand Sixty-One
Dollars and Seventy-Two Cents ($4,165,061.72), together with interest on the
unpaid principal balance outstanding hereunder at the rate of five and seven one
hundreds percent (5.07%) per annum, compounded annually, calculated on the basis
of a 360-day year and actual days elapsed.

Only interest shall be payable hereunder until January 31, 2005 at which time
repayment of the entire principal amount of Four Million One Hundred Sixty-Five
Thousand Sixty-One Dollars and Seventy-Two Cents ($4,165,061.72) shall be due
and payable. Accrued interest shall be payable annually in arrears on January
31, 2002, January 31, 2003, January 31, 2004, and January 31, 2005, at which
time the entire principal amount is also due. Interest shall accrue from day to
day and shall be calculated on the actual number of days lapsed. Notwithstanding
the foregoing, as further compensation to Maker for services rendered to Holder,
during the term of this Note, the annual interest shall be waived for each year,
or part thereof, in which Maker remains employed with the Holder, and the
interest on the Promissory Note shall be waived in its entirety in the event
that (a) Mr. San Antonio's employment is terminated by the Holder for reasons
other than Good Cause, as that term is defined in the employment agreement
between the Maker and the Holder which is in effect at the time of such
termination or (b) Maker resigns from his employment with the Holder on grounds
permitted under the Employment Agreement.

This Note (i) replaces the promissory note effective as of July 6, 1998 in the
amount of $3,235,965.00 made by the Maker and payable to the order of the Holder
and the loan by Holder to Maker, effective as of March 22, 1999, in the amount
of $595,634.00, and the interest which accrued on said obligations as of
February 1, 2000, and (ii) is the Promissory Note referred to in the Pledge
Agreement, made as of March 15, 2001 between the Maker, as pledgor, and the
Holder, as the secured party (the "Pledge Agreement").

This Note is secured by One Million Two Hundred Four Thousand Eighty (1,204,080)
shares of common stock of Holder issued to Maker, represented by stock
certificate numbers W15813 and W15824 as evidenced by the Pledge Agreement.

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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 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 entire principal 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 the unpaid principal under this Note which is
past due shall be payable at a rate of twelve and two-tenths percent (12.2%) per
annum. 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 other amount 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.


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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 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 March15,
2001.


/s/ Joel San Antonio
----------------------------
Joel San Antonio




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                                PLEDGE AGREEMENT

         Pledge Agreement (the "Pledge Agreement") made as of March 15, 2001 by
Joel San Antonio, with an address at 56 North Stanwich Road, Greenwich,
Connecticut 06831 (the "Pledgor") in favor of Warrantech Corporation with its
principal place of business at One Canterbury Green, Stamford, Connecticut 06901
(the "Secured Party").

         A. Pledgor has issued a promissory note of even date herewith (the
"Note") payable to order of the Secured Party in the original principal amount
of Four Million One Hundred Sixty-Five Thousand Sixty-One Dollars and
Seventy-Two Cents ($4,165,061.72).

         B. To secure payment of the Note, the Secured Party requires that the
Pledgor grant the Secured Party a security interest in One Million Two Hundred
Four Thousand Eighty (1,204,080) shares (the "Shares") of the Common Stock of
the Secured Party held by the Pledgor represented by certificate numbers W15813
and W15824 in accordance with the Pledge Agreement.

For good and valuable consideration, the receipt and sufficiency of which are
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

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 constitute an "Event of Default" hereunder unless cured within
ten (10) days of notice by Secured Party to Pledgor of such occurrence:

                           (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

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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.

           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 are 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,

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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 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.

              (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.

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


                                       Pledgor:



                                       /s/ Joel San Antonio
                                       -----------------------
                                       Joel San Antonio



                                       Secured Party:

                                       Warrantech Corporation

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


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