Exhibit 10.17

                                 Promissory Note

This note made this 31 day of January,  2001,  by and between  Aarica  Holdings,
Inc.
(hereafter  referred  to as  Borrower),  and  Madison  &  Wall  Worldwide,  Inc.
(hereafter  referred to as Lender),  is for the purpose of Lender  providing  an
unsecured  loan to  Borrower,  subject  to the  terms and  conditions  contained
herein.  The parties  acknowledge that all subsidiaries and affiliates of Aarica
Holdings,  Inc.  shall be  included  in the  definition  of  Borrower.  Borrower
acknowledges  that all necessary  corporate  approvals have been given, and that
this is a valid and binding debt of Borrower.

1.       Loan Amount

The  principal  amount  of the  loan  shall  be  Eighty  Five  thousand  Dollars
($85,000).

2.       Loan Term

The principal  amount of the loan,  along with any applicable  interest shall be
due June 30,  2001  subject to any  acceleration  conditions  described  herein.
Borrower  may  repay  the  entire  balance  due at any  time  without  penalties
applying.

3.   Interest Rate

This shall be a zero (0)  interest  loan during the note  period,  and  interest
shall only apply if the note is not repaid according to the repayment guidelines
described herein.

4.       Collateral and Guarantee

This is an unsecured loan.

5.       Default

The following  shall be  conditions  of default,  any off which shall cause said
note to immediately de due in full:

     A.   The Borrower violates any condition of this Note

     B.   The Borrower files for bankruptcy  protection or any affiliate  and/or
          subsidiary or Borrower files for bankruptcy protection.

6.       Remedies of Lender

In the event of a default,  Lender may, but is not obligated to demand immediate
and full payment of any  outstanding  balance owed Lender by Borrower.  Borrower
expressly waives any notice requirements due from Lender, and Lender may proceed
directly to  litigation,  at the  discretion of Lender.  Upon default,  interest
shall begin  accruing at the rate of 18 percent  (18%) per annum.  In addition,,
Lender may automatically convert any or all of the outstanding balance due under
this note into  shares of common  stock of Aarica  Holdings,  Inc. at a price of
$2.00  per  share.  In the  event  of such  conversion,  Lender  shall  have all
registration  rights  and  preemptive  rights as  provided  in any other  option
agreements between Borrower and Continental  Capital & Equity Corporation and/or
Madison  & Wall  Worldwide,  Inc.  The  parties  acknowledge  that this Note was
entered into after the Stock Option Agreement dated January 18, 2001 between the
parties  and that the  parties  desire  for Lender to not  immediately  exercise
options at $2.00 per share but rather to loan funds from the sale of said 10,000
shares of common  stock (which  resulted in proceeds of $85,000 to Lender).  The
parties further acknowledge that the exercise of such options at $2.00 per share
shall come from  existing  options  granted to Lender rather than new options at
$2.00 per share being issued. Borrower shall have the right at any time prior to
maturity  date to call this Note for  redemption  though the  exercise of herein
described options held by Lender.

7.       Court Costs and Jurisdiction

Seminole County,  Florida shall be the site of any litigation pertaining to this
agreement.  Borrower hereby agrees to pay any court costs,  reasonable  attorney
fees,  and all other costs  incurred by Lender in procuring  repayment  for this
Note.  This agreement will be interpreted  according to the laws of the State of
Florida.

8.       Binding Contract

In the  event any  clause or  condition  herein  is found to be  unlawful,  such
finding shall not impact the other  conditions  and terms herein.  This contract
shall be binding on the all heirs, representatives, successors and assigns.

10.      Assignment

Borrower may not assign this Note to any party without the prior written consent
of Lender. Lender may freely assign this note at Lender's discretion.



________Carol Kolozs, President___________            _________Jim Schnorf______
        -----------------------                                -----------

         Borrower                                                         Lender
                                                                 By: Jim Schnorf
                                                    Its: Chief Financial Officer