EXHIBIT 4.7

This Note has not been  registered  under the Securities Act of 1933, as amended
(the  "Act")  or  applicable  state  law  and may not be  sold,  transferred  or
otherwise  disposed of unless  registered under the Act and any applicable state
act or unless the Company receives an opinion from counsel for the holder and is
satisfied  that  this  Note and the  underlying  securities  may be  transferred
without registration under the Act.

                                 PROMISSORY NOTE

                                                          As of October 26, 2000
$110,000                                                     Palm Beach, Florida

FOR VALUE RECEIVED,  POWER KIOSKS,  INC., a Florida corporation (the "Company"),
hereby  promises  to pay to the order of THOMSON  KERNAGHAN  & CO.  LIMITED,  as
Agent, or any subsequent  holder of this Note (the "Payee"),  at 365 Bay Street,
10th  Floor,  Toronto,  Ontario  M5H  2V2,  or at  such  other  place  as may be
designated  by the  Payee  from  time to  time by  notice  to the  Company,  the
principal  sum of One  Hundred  Ten  Thousand  Dollars  ($110,000)  to be funded
entirely at execution of this Promissory  Note One Hundred Ten Thousand  Dollars
($110,000)  (less a ten  percent  (10%)  placement  fee)  together  with  simple
interest  from the date  funded  (the  "Funding  Date") on the unpaid  principal
amount at an annual rate equal to ten percent (10.0%) per annum.  Such principal
and interest shall be paid in accordance  with the terms of Section 1 below,  in
cash,  or by wire  transfer  to such  account  as the  Payee  shall  direct,  in
immediately  available  funds and in lawful  currency  of the  United  States of
America.

1.   PAYMENTS.

(a) The  unpaid  principal  amount of this Note shall be payable to the Payee in
cash as  provided  herein  on or  before  October  26,  2001  (collectively  the
"Maturity Date").

(b)  Interest  on the unpaid  principal  balance of this Note at the rate of ten
percent (10.0%) per annum shall accrue from the date hereof and shall be payable
to the Payee in cash  annually.  Interest  shall be calculated on the basis of a
365 day year.

(c) In the event that any payment of principal and/or interest hereunder becomes
due and payable on a Saturday,  Sunday or other day on which commercial banks in
the State of  Florida  are  authorized  or  required  by law to close,  then the
maturity  thereof  shall be  extended  to the  next  succeeding  "Business  Day"
(defined as any days on which  national  banks in the United States are open for
business); and during any such extension,  interest on principal amounts payable
shall accrue and be payable at the applicable rate.

2.   RANKING OF NOTE.

Subject  at all times to the  subordination  provisions  set forth in Section 10
hereof, this Note

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shall constitute senior securities of the Company and, except as provided below,
shall rank pari  passu with all other  indebtedness  for money  borrowed  by the
Company and senior to any other  indebtedness  for money borrowed by the Company
which,  by its terms shall be made expressly  subject and  subordinated  to this
Note.

3.   PREPAYMENT OF NOTE.

(a) The principal amount of this Note and any accrued and unpaid interest may be
prepaid,  at the option of the Company,  in whole or in part, without premium or
penalty, at any time or from time to time.

(c) Each Prepayment Notice shall specify the principal amount of this Note to be
redeemed.  Each prepayment of principal of this Note shall be accompanied by the
payment of all interest  accrued and unpaid to the prepayment date on the amount
so prepaid.  Each such prepayment  shall be made by wire transfer of immediately
available  funds or by bank  cashier's  check payable to the Payee.  Any partial
prepayment of this Note,  whether optional or mandatory,  shall be applied first
to accrued and unpaid interest  hereon,  and then to the  outstanding  principal
amount of this Note in the inverse order of maturity.

(d) Notwithstanding anything to the contrary set forth in this Section 3, in the
event and to the extent  that the Company  shall  provide the Payee of this Note
with a Prepayment Notice, it shall  simultaneously  provide to the Payee of this
Note  evidence of the  availability  of funds to effect such  prepayment;  which
evidence  of  availability  of funds  shall  include,  without  limitation,  (i)
confirmation of cash or cash equivalent bank balances,  (ii) an irrevocable bank
letter  of  credit,  or (iii) a written  commitment  from a  recognized  lending
institution to effect the financing of such prepayment.

4.   EVENTS OF DEFAULT.

The  occurrence and  continuance  of any one or more of the following  events is
herein referred to as an Event of Default:

(a) If the Company shall default in the payment of any  installment  of interest
on this Note when payable in accordance with the terms thereof for more than ten
(10) calendar days after the same shall become due; or

(b) If the Company shall default in the performance of or compliance with any of
its material covenants or agreements contained herein and such default shall not
have been remedied within thirty (30) calendar days after written notice thereof
shall have been delivered to the Company by the Payee of this Note in accordance
with the notice provisions herein; or

(c) If any  representation  or  warranty  made in writing by or on behalf of the
Company in connection with the transactions  contemplated  hereby shall prove to
have been false or  incorrect  in any  material  respect on the date as of which
made; or

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(d) If the Company or any of its "Significant  Subsidiaries" (as defined herein)
shall make an assignment for the benefit of creditors, or shall admit in writing
its  inability  to pay its debts as they  become  due, or shall file a voluntary
petition in  bankruptcy  or shall have an order for relief under the  Bankruptcy
Act granted against it or them, or shall be adjudicated a bankrupt or insolvent,
or shall file any  petition  or answer  seeking  for itself any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under any present or future statute, law or regulation, or shall file any
answer admitting or not contesting the material  allegations of a petition filed
against  the  Company  or any  of  its  Significant  Subsidiaries  in  any  such
proceeding,  or shall seek or consent to or acquiesce in the  appointment of any
trustee,  custodian,  receiver  or  liquidator  of the  Company or of all or any
substantial  part of the  properties  of the  Company or any of its  Significant
Subsidiaries,  or the Company or its directors  shall take any action looking to
the  dissolution  or  liquidation  of the  Company  or  any  of its  Significant
Subsidiaries. For purposes of this Section 4(d), the term Significant Subsidiary
shall mean and include any other person,  firm or corporation  (i) more than 50%
of the  common  stock or  equity  interests  of which are owned of record by the
Company or any  Subsidiary of the Company,  and (ii) the net income before taxes
or total assets of which represent more than 15% of the  consolidated net income
before taxes or consolidated  assets of the Company and all of its Subsidiaries;
or

(e) If, within sixty (60) days after the commencement of any proceeding  against
the  Company  or  any  Significant   Subsidiary   seeking  any   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under any present or future statute,  law or regulation,  such proceeding
shall  not have  been  dismissed,  or if,  within  sixty  (60)  days  after  the
appointment,  without  the  consent  or  acquiescence  of  the  Company  or  any
Significant Subsidiary, of any trustee, receiver or liquidator of the Company or
any Significant  Subsidiary or of all or any substantial  part of the properties
of the Company or any Significant  Subsidiary,  such appointment  shall not have
been vacated.

5.   REMEDIES ON DEFAULT; ACCELERATION.

Upon the  occurrence  and during the  continuance  of an Event of  Default,  the
entire  unpaid  balance of  principal  and accrued  interest on this Note may be
accelerated and declared to be immediately due and payable by the Payee.  Unless
waived by the  written  consent of the Payee,  such Payee may proceed to protect
and enforce its rights by an action at law, suit in equity or other  appropriate
proceeding,  whether for the specific  performance  of any  agreement  contained
herein, or for an injunction  against a violation of any of the terms hereof, or
in aid of the  exercise  of  any  power  granted  hereby  or by  law.  Upon  the
occurrence  of an Event of Default,  the  Company  agrees to pay to the Payee of
this  Note such  further  amount  as shall be  sufficient  to cover the cost and
expense of collection, including, without limitation, reasonable attorneys' fees
and expenses. No course of dealing and no delay on the part of the Payee of this
Note in exercising any right,  power or remedy shall operate as a waiver thereof
or otherwise prejudice such Payee's rights, powers and remedies. No right, power
or remedy conferred hereby upon the Payee hereof shall be exclusive of any other
right, power or remedy referred to herein nor now or hereafter available at law,
in equity, by statute or otherwise.

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6.   NOTICES.

All notices,  requests,  demands or other  communications  hereunder shall be in
writing and  personally  addressed or sent by  telecopier  or by  registered  or
certified  mail,  return  receipt  requested,  postage  pre-paid,  addressed  or
telecopied  as follows or to such other  address or  telecopier  number of which
notice has been given pursuant hereto:

If to the Company:                 Power Kiosks, Inc.
                                   181 Whitehall Drive
                                   Markham, Ontario, Canada, L3R 9T1
                                   Attn: Ronald Terry Cooke
                                   Telephone: (905) 948-9600
                                   Fax: (905) 948-8377

with copy                          Mintmire & Associates
(which shall not                   265 Sunrise Avenue, Suite 204
constitute notice)                 Palm Beach, FL 33480
                                   Attention: Donald F. Mintmire, Esq.
                                   Telephone: (561) 832-5696
                                   Fax: (561) 659-5371

If to the Payee:                   Thomson Kernaghan & Co. Ltd., as Agent
                                   365 Bay Street, Tenth Floor
                                   Toronto, Ontario M5H 2V2, Canada
                                   Attention: Mark E. Valentine
                                   Telephone (416) 860-6130
                                   Fax (416) 860-6140, or

to such Payee at the address set forth on the records of the Company.

In  addition,  copies  of all  such  notices  or other  communications  shall be
concurrently delivered by the person giving the same to each person who has been
identified to the Company by such Payee as a person who is to receive  copies of
such notices.

7.   GOVERNING LAW.

This Note shall be governed by, and  construed  and  interpreted  in  accordance
with, the laws of the State of Florida, without giving effect to conflict of law
principles;   provided,   however  that  if  any   provision  of  this  Note  is
unenforceable  under Florida law but is enforceable  under the laws of the state
of  Delaware,  then that  provision  shall be  governed  by, and  construed  and
interpreted in accordance with, the laws of the state of Delaware.



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<PAGE>


8.   SUBORDINATION TO SENIOR DEBT.

(a) Payment of the  principal of and interest on this Note is  subordinated,  to
the  extent  and in the  manner  provided  herein,  to the prior  payment of all
indebtedness of the Company and/or all  Subsidiaries  of the Company,  for money
borrowed  or  other   obligations   which  is  now  or  may  hereafter  be  owed
(collectively, "A Senior Debt") to any bank, commercial finance company, factor,
insurance  company or other  institution  the  lending  activities  of which are
regulated by law  (individually,  a "Senior  Lender" and  collectively,  "Senior
Lenders"),  which may,  hereafter on any one or more occasions provide financing
to the Company or any of its Subsidiaries, secured by liens on any of the assets
and properties of the Company and/or any of its Subsidiaries  (individually  and
collectively, an "Institutional Borrower").

(b)  Upon  any  payment  or   distribution   of  assets  or  securities  of  the
Institutional Borrower, as the case may be, of any kind or character, whether in
cash,  property or  securities,  upon any  dissolution or winding up or total or
partial  liquidation or reorganization of the  Institutional  Borrower,  whether
voluntary or  involuntary or in bankruptcy,  insolvency,  receivership  or other
proceedings,  all amounts  payable under Senior Debt shall first be paid in full
in cash, or payment provided for in cash or cash  equivalents,  before the Payee
hereof  shall be entitled to receive any payment on account of  principal  of or
interest  on this Note.  Before  any  payment  may be made by the  Institutional
Borrower of the principal of or interest on this Note upon any such  dissolution
or winding up or liquidation or  reorganization,  any payment or distribution of
assets or  securities  of the  Institutional  Borrower of any kind of character,
whether in cash,  property or  securities,  to which the Payee  hereof  would be
entitled,  except  for the  provisions  of this  Section 8, shall be made by the
Institutional  Borrower or by any receiver,  trustee in bankruptcy,  liquidating
trustee, agent or other person making such payment or distribution,  directly to
the holders of Senior Debt or their  representatives  to the extent necessary to
pay all such Senior Debt in full after giving effect to any  concurrent  payment
or distribution to the holders of such Senior Debt.

(c) Upon the happening of any default in payment of the principal of or interest
on any Senior Debt, then, unless and until such default shall have been cured or
waived or shall have  ceased to exist,  no direct or  indirect  payment in cash,
property or securities,  by set-off or otherwise,  shall be made or agreed to be
made by the Institutional Borrower on account of the principal of or interest on
this Note.

(d) Upon the  happening of an event of default  (other than under  circumstances
when the terms of Section 8(c) above are applicable)  with respect to any Senior
Debt  pursuant to which the Payee  thereof is  entitled  under the terms of such
Senior Debt to accelerate the maturity thereof,  and upon written notice thereof
given to each of the  Institutional  Borrower and the Payee of this Note by such
holder of Senior Debt (A Payment Notice),  then,  unless and until such event of
default shall have been cured or waived or shall have ceased to exist, no action
shall or may be taken for  collection  of any  amounts  under this Note,  and no
direct or  indirect  payment  in cash,  property  or  securities,  by set-off or
otherwise,  shall be made or agreed to be made by the Institutional  Borrower an
account of the  principal of or interest on this Note until such Senior Debt has
been paid in full accordance with its terms.


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<PAGE>



(e) In the event that,  notwithstanding  the  provisions  of this Section 8, any
payment shall be made on account of the principal of or interest on this Note in
contravention  of such  provisions,  then  such  payment  shall  be held for the
benefit of, and shall be paid over and  delivered to, the holders of such Senior
Debt  remaining  unpaid to the extent  necessary  to pay in full in cash or cash
equivalents the principal of and interest on such Senior Debt in accordance with
its terms after giving effect to any concurrent  payment or  distribution to the
holders of such Senior Debt.

(f) Nothing contained in this Section 8 shall:

         (i) impair,  as between  the  Company  and the Payee of this Note,  the
obligation of the Company,  which is absolute and  unconditional,  to pay to the
Payee hereof principal and interest as the same shall become due and payable, or

         (ii) prevent the Payee hereof from  exercising  all rights,  powers and
remedies  otherwise  provided  herein or by  applicable  law, all subject to the
express limitations provided herein.

(g) Upon the occurrence of an Event of Default, if any Senior Debt shall then be
outstanding,  no  acceleration  of the  maturity of this Note shall be effective
until the earlier of (i) ten (10) days shall have passed  following  the date of
delivery to the  Institutional  Borrower by a Senior Lender(s) of written notice
of acceleration of any Senior Debt, or (ii) the maturity of any then outstanding
Senior  Debt  shall have been  accelerated  by reason of a default  hereon.  The
Company may pay the Payee hereof any defaulted payment and all other amounts due
following any such  acceleration  of the maturity of this Note if this Section 8
would not prohibit such payment to be made at that time.

(h) Upon  payment  in full of all Senior  Debt,  the Payee of this Note shall be
subrogated  to the rights of the holder or holders of Senior Debt to receive all
payments or  distributions  applicable  on such Senior Debt to the extent of the
prior  application  thereto  of moneys or other  assets  which  would  have been
received in respect of this Note, but for these subordination provisions,  until
the principal of, and interest on, this Note shall have been paid in full.

(i)  The Payee, by accepting this Note:

         (i) shall be bound by all of the foregoing subordination provisions;

         (ii) agrees expressly for the benefit of the present and future holders
of  Senior  Debt  that  this  Note is  subject  to the  foregoing  subordination
provisions;

         (iii)  authorizes such persons as shall be designated by all holders of
Senior Debt at any given time, on his or its benefit to execute and deliver such
agreements,  assignments,  proofs of claim and other  documents  appropriate  to
effectuate the foregoing subordination provisions; and

          (iv) hereby appoints the person so designated his or its  attorney-in-
fact for such purpose.



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<PAGE>


(j) The  foregoing  subordination  provisions  shall be for the  benefit  of all
holders of Senior Debt from time to time  outstanding,  and each of such holders
may proceed to enforce such provisions  either directly against the Payee hereof
or in any other manner provided by law.

9.   PERMITTED PAYMENTS.

Notwithstanding  the  provisions of Section 8 of this Note, and provided that no
default or event of default (or event which,  with the passage of time or giving
of notice  or both)  has  occurred,  will  occur as a result  of the  "Permitted
Payment" (herein  defined),  or will occur with the passage of time or giving of
notice or both,  under any document or instrument  evidencing  such Senior Debt,
the Company may pay to the Payee, and the Payee may accept from the Company, the
principal  payments of, and/or interest  payments on, the outstanding  principal
amount of this  Note  when due on an  unaccelerated  basis  (herein,  "Permitted
Payments");  it being  understood and agreed by the Payee by accepting this Note
that neither:

(a)      the payment terms set forth in Section l of this Note;

(b)      the subordination provisions contained in Section 8 of this Note, nor

(c)      the  provisions  of this  Section 9 of this Note,  may be  modified  or
         amended  without the prior written  consent of each and every holder of
         Senior Debt.

10.  SUCCESSORS AND ASSIGNS.

This Note shall be binding  upon and inure to the benefit of the Company and the
Payee hereof and their respective  successors and permitted assigns. The parties
hereto  contemplate  the spinoff or transfer of certain  assets of the  Company,
including one (1) or more subsidiaries of the Company.  Payee hereby consents to
an  assignment  by  the  Company  and  an  assumption  by  that  entity  of  the
indebtedness created hereunder.  To the extent that the monies advanced pursuant
to this Note are not expended by the Company  prior to such spinoff or transfer,
such monies may be utilized by those new entities for working  capital  purposes
rather than by the Company.

IN WITNESS WHEREOF,  the Company has caused this Note to be executed by its duly
authorized officers as of the date first set forth above.


                                    POWER KIOSKS, INC.


                                    By:     /s/    Ronald Terry Cooke
                                    -----------------------------------------
                                    Ronald Terry Cooke, President & Chairman

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