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THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. THIS NOTE IS
BEING OFFERED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
FEDERAL AND STATE SECURITIES LAW AND CANNOT BE RESOLD OR OTHERWISE TRANSFERRED
UNLESS IT IS SUBSEQUENTLY REGISTERED UNDER SUCH LAWS OR UNLESS EXEMPTIONS FROM
REGISTRATION ARE AVAILABLE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY OTHER GOVERNMENTAL AGENCY HAS PASSED ON, RECOMMENDED, OR ENDORSED THE MERITS
OF THIS NOTE.



                                 PROMISSORY NOTE

$50,000                                                       September 30, 1999

         FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, Direct III
Marketing, Inc., a Delaware corporation having its principal executive office at
12760 High Bluff Drive, Suite 210, San Diego, California 92130 (hereinafter
referred to, and obligated as, "Borrower"), promises to pay to the order of
Lawrence S. Rivkin, Trustee, L.N.R. Family Trust ("Lender"), the principal sum
of Fifty Thousand Dollars ($50,000), together with interest as set forth below,
until the date on which the principal amount is paid in full, payable in lawful
money of the United States of America in accordance with the terms of this
Promissory Note (the "Note").

         1. Maturity Date. The Note shall have a Maturity Date (the "Maturity
Date") of, and the outstanding principal amount hereunder and all interest
accrued hereon shall be payable on, the earlier of: (a) May 15, 2000; or (b) the
date on which Borrower receives the proceeds of equity financing in an aggregate
sum of One Million ($1,000,000.00) Dollars or more.

         2. Interest.

            (a) During the period beginning on the date hereof and ending on the
Maturity Date, interest shall accrue daily on the outstanding principal amount
hereunder at the simple rate of interest of twelve (12%) percent per annum.

            (b) Interest shall be calculated hereunder for the actual number of
days that the principal is outstanding, based on a three hundred sixty (360) day
year.

         3. Payment. No payments of principal or accrued interest shall be due
on the Note until the Maturity Date.

         4. Prepayments. The Borrower may prepay any or all of the principal
indebtedness evidenced by this Note at any time prior to the Maturity Date,
without penalty or premium.

         5. Security. The indebtedness evidenced by this Note will be unsecured.

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         6. [Omitted].

         7. Lender's Rights Upon Default.

         Each of the following events shall constitute an "Event of Default"
and, upon the occurrence thereof, Lender shall have the option, without the
necessity of giving any prior written notice to Borrower, (i) to accelerate the
maturity of this Note and all amounts payable hereunder and demand immediate
payment thereof and (ii) to exercise all of Lender's rights and remedies under
this Note or otherwise available at law or in equity:

            (a) Borrower shall fail to pay the principal amount of this Note or
accrued interest thereon on the Maturity Date;

            (b) Borrower shall default in its obligations under that certain
Stock Purchase Warrant of even date herewith executed and delivered by Borrower
to Lender;

            (c) Borrower shall admit an inability to pay its debts as they
mature, or shall make a general assignment for the benefit of any of its or
their creditors;

            (d) Proceedings in bankruptcy, or for reorganization of Borrower for
the readjustment of any of its or their debts, under the United States
Bankruptcy Code, as amended, or any part thereof, or under any other laws,
whether state or federal, for the relief of debtors, now or hereafter existing,
shall be commenced by Borrower or shall be commenced against Borrower and shall
not be dismissed within sixty (60) days of their commencement;

            (e) A receiver or trustee shall be appointed for Borrower or for any
substantial part of its assets, or any proceedings shall be instituted for the
dissolution or the full or partial liquidation of Borrower, and if such
appointment or proceedings are involuntary, such receiver or trustee shall not
be discharged within sixty (60) days of appointment, or such proceedings shall
not be discharged within sixty (60) days of their commencement, or Borrower
shall discontinue its business(es) or materially change the nature of its
business(es); or

            (f) Borrower shall suffer any final judgment for the payment of
money in excess of Five Hundred Thousand ($500,000.00) Dollars and the same
shall not be discharged or stayed within a period of thirty (30) days from the
date of entry thereof.

         8. Application of Funds. All sums realized by Lender on account of this
Note, from whatever source received, shall be applied first to any fees, costs
and expenses (including attorney's fees) incurred by Lender, second to accrued
and unpaid interest, and then to principal.

         9. Attorney's Fees and Costs. In the event that Lender engages an
attorney to represent it in connection with (a) any default by Borrower under
this Note, (b) the enforcement of any of Lender's rights and remedies hereunder,
(c) any bankruptcy or other insolvency proceedings commenced by or against
Borrower and/or (d) any actual litigation arising out of or related to any of
the foregoing, then Borrower shall be liable to and shall reimburse Lender on
demand for all reasonable attorneys' fees, costs and expenses incurred by Lender
in connection with any of the foregoing, provided a final and unappealable
judgment in favor of Lender has been issued in connection therewith.

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         10. Governing Law. This Note is made and delivered in the State of
Delaware and shall be construed and enforced in accordance with and governed by
the internal laws of the State of Delaware without regard to conflicts of laws
principles. Borrower agrees to the exclusive jurisdiction of the federal and
state courts located in the State of Delaware in connection with any matter
arising hereunder, including the collection and enforcement of this Note.

         11. Stock Purchase Warrant and Common Stock. This Note is being issued
as part of a unit investment that also includes the issuance to Lender of Six
Thousand Two Hundred Fifty (6,250) shares of Borrower's voting common stock, par
value $.001 per share, and a Stock Purchase Warrant entitling Lender to purchase
an additional Six Thousand Two Hundred Fifty (6,250) shares of such common
stock.

         12. Miscellaneous.

            (a) Borrower hereby waives protest, notice of protest, presentment,
dishonor, notice of dishonor and demand. To the extent permitted by law,
Borrower hereby waives and releases all errors, defects and imperfections in any
proceedings instituted by Lender under the terms of this Note.

            (b) The rights and privileges of Lender under this Note shall inure
to the benefit of its successors and assigns. All representations, warranties
and agreements of Borrower made in connection with this Note shall bind
Borrower's successors and assigns.

            (c) If any provision of this Note shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, but this Note shall be construed as if such invalid
or unenforceable provision had never been contained herein.

            (d) The waiver of any Event of Default or the failure of Lender to
exercise any right or remedy to which it may be entitled shall not be deemed to
be a waiver of any subsequent Event of Default or of Lender's or Lender's right
to exercise that or any other right or remedy to which Lender is entitled.

            (e) The rights and remedies of Lender under this Note shall be in
addition to any other rights and remedies available to Lender at law or in
equity, all of which may be exercised singly or concurrently.

            (f) Lender shall have the right, without the prior consent of
Borrower, to assign all of Lender's rights and obligations hereunder.

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         IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note the
day and year first above written and has hereunto set hand and seal.


                                   DIRECT III MARKETING, INC.


                                   By: /s/ Robert deRose
                                       ------------------------------
                                       Robert deRose, President






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