EXHIBIT 10.1
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            OB                                        BORROWER                                           COMMERCIAL
        OCEAN BANK                                                                                      AGRICULTURAL
   780 N.W. 42nd Avenue                    MOTOR CARS OF SOUTH FLORIDA, INC.                         REVOLVING OR DRAW
Miami, Florida 33126-5597                  2656 S. FEDERAL HWY                                       NOTE-VARIABLE RATE
      (305) 442-2660                       DELRAY BEACH, FL 33483-3245
         "LENDER"
                                           Telephone Number
                                           561-279-8700
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OFFICER INITIALS  INTEREST RATE  PRINCIPAL AMOUNT/CREDIT LIMIT   FUNDING DATE    MATURITY DATE   CUSTOMER NUMBER    LOAN NUMBER
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<S>                  <C>                 <C>                       <C>               <C>                           <C>
       ET            VARIABLE            $2,000,000.00             12/09/01          DEMAND                        100831875-65
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                                 PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender indicated
above the principal amount of TWO MILLION AND NO/100 Dollars ($ 2,000,000.00)
or, it less, the aggregate unpaid principal amount of all loans or advances made
by the Lender to the Borrower, plus Interest on the unpaid principal balance at
the rate and in the manner described below. All amounts received by Lender shall
be applied first to late fees and expenses, then to accrued Interest, and then
to principal.

INTEREST RATE: This Note has a variable rate feature. Interest on the Note may
change from time to time if the Index Rate identified below changes. Interest
shall be computed on the basis of 360 days and the actual number of days per
year. So long as there is no default under this Note, interest on this Note
shall be calculated at the variable rate of TWO AND 50 /1OO percent (2.50 %) per
annum over the Index Rate. The initial Index Rate is currently FIVE AND NO/100
percent (5.00%) per annum. Therefore, the initial Interest rate on this Note
shall be SEVEN AND 50/100 percent (7.50%) per annum. Any change in the interest
rate resulting from a change in the lndex Rate will be effective on: A DAILY
BASIS *8.00% Floor rate

INDEX RATE:  The Index Rate for this Note shall be:   CITIBANK OF NEW YORK
PRIME RATE

MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be n/a
percent (n/a %) per annum. The maximum interest rate on this Note shall not
exceed EIGHTEEN AND NO/100 percent (18.00%) per annum or the maximum interest
rate Lender is permitted to charge by law, whichever is less.

DEFAULT RATE: In the event of a default under this Note, the Lender may, in its
sole discretion, determine that all amounts owing to Lender shall bear interest
at the lesser of: 18.00 PERCENT RATE or the maximum interest rate Lender is
permitted to charge by law.

PAYMENT SCHEDULE:  Borrower shall pay the principal and interest according to
the following schedule:

         ON DEMAND. INTEREST PAYABLE MONTHLY; PRINCIPAL ON DEMAND.

All payments will be made to Lender at its address described above and in lawful
currency of the United States of America.

RENEWAL:  If checked [X] this Note is a renewal of loan number  100831875-65

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are new or in the future in Lender's custody or control.
[X] If checked, the obligations under this Note are also secured by a lien
and/or security interest in the property described in the documents executed in
connection with this Note as well as any other property designated as security
now or in the future.
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PREPAYMENT/MINIMUM FINANCE CHARGE: This Note may be prepaid in part or in full
on or before its maturity date. If this Note contains more than one installment,
all prepayments will be credited as determined by Lender and as permitted by
law. If this Note is prepaid in full, there will be:

[X] No minimum finance charge.
[ ] A minimum finance charge of $______________, as permitted by law.

LATE PAYMENT CHARGE:  If a payment is more than n/a days late, Borrower will be
charged a late payment charge of: [   ]________% of the unpaid late installment;
[   ] $________________ or __________________% of the unpaid late installment,
whichever is [   ] greater   [   ] less; to the extent permitted by law.


________________________________________________________________________________

BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.


DATED: DECEMBER 9, 2001

BORROWER: MOTOR CARS OF SOUTH FLORIDA, INC.         BORROWER:

BY: /s/ Barry Tenzer                                BY:
    --------------------------                          ------------------------
        BARRY TENZER

TITLE:  PRESIDENT                                   TITLE:
      ------------------------                            ----------------------


BORROWER:                                           BORROWER:

BY:                                                 BY:
   ---------------------------                         -------------------------

TITLE:                                              TITLE:
      ------------------------                            ----------------------





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REVOLVING OR DRAW FEATURE:  This Note possesses a revolving or draw feature as
indicated below.

[X]  This Note possesses a revolving feature. Borrower shall be entitled to
     borrow up to the full principal amount of the Note from time to time during
     the term of this Note.")
[ ]  This Note possesses a draw feature. Borrower shall be entitled to make one
     or more draws under this Note. The aggregate amount of such draws shall not
     exceed the full principal amount of this Note.

Lender shall maintain a written ledger of the amounts loaned to and repaid by
Borrower under this Note. The aggregate unpaid principal amount shown on such
ledger shall be rebuttable presumptive evidence of the principal amount owing
and unpaid on this Note. The Lender's failure to record the date and amount of
any loan or advance on such ledger shall not limit or otherwise affect the
obligations of the Borrower under this Note to repay the principal amount of the
loans or advances together with all interest accruing thereon. Lender shall not
be obligated to provide Borrower with a copy of the ledger on a periodic basis,
however, Borrower shall be entitled to inspect or obtain a copy of the ledger
during Lender's business hours.

CONDITIONS FOR ADVANCES: Borrower shall be entitled to borrow monies under this
Note (subject to the limitations described above) under the following
conditions:
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                              TERMS AND CONDITIONS

1.   DEFAULT: Borrower will be in default under this Note in the event that
     Borrower or any guarantor:

     (a) fails to make any payment on this Note or any other indebtedness to
         Lender when due;
     (b) fails to perform any obligation or breaches any warranty or covenant to
         Lender contained in this Note or any other present or future, written
         agreement regarding this or any other indebtedness of Borrower to
         Lender;
     (c) provides or causes any false or misleading signature or representation
         to be provided to Lender;
     (d) allows the collateral securing this Note (if any) to be lost, stolen,
         destroyed, damaged in any material respect, or subjected to seizure or
         confiscation;
     (e) permits the entry or service of any garnishment, judgment, tax levy,
         attachment or lien against Borrower, any guarantor, or any of their
         property;
     (f) dies, becomes legally incompetent, is dissolved or terminated, ceases
         to operate its business, becomes insolvent, makes an assignment for the
         benefit of creditors, or becomes the subject of any bankruptcy,
         insolvency or debtor rehabilitation proceeding; or
     (g) causes Lender to deem itself insecure for any reason, or Lender, for
         any reason, in good faith, deems itself insecure.

2.   RIGHTS OF LENDER ON DEFAULT:  If there is a default under this Note, Lender
     will be entitled to exercise one or more of the following remedies without
     notice or demand (except as required by law):

     (a) to declare the principal amount plus accrued interest under this Note
         and all other present and future obligations of Borrower immediately
         due and payable in full;
     (b) to collect the outstanding obligations of Borrower with or without
         resorting to judicial process;
     (c) to cease making additional advances under this Note or any other
         agreement between Borrower and Lender;
     (d) to take possession of any collateral in any manner permitted by law;
     (e) to require Borrower to deliver and make available to Lender any
         collateral at a place reasonably convenient to Borrower and Lender;
     (f) to sell, lease or otherwise dispose of any collateral and collect any
         deficiency balance with or without resorting to legal process (if
         notice to Borrower of the intended disposition of the collateral is
         required by law, five (5) days notice shall constitute reasonable
         notification);
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     (g) to set-off Borrower's obligations against any amounts due to Borrower
         including, but not limited to monies, instruments, and deposit accounts
         maintained with Lender; and
     (h) to exercise all other rights available to Lender under any other
         written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, such as the right of setoff.

3.   DEMAND FEATURE: [X] If checked, this Note contains a demand feature.
     Lender's right to demand payment, at any time, and from time to time, shall
     be in Lender's sole and absolute discretion, whether or not any default has
     occurred.

4.   FINANCIAL INFORMATION:  Borrower will provide Lender with current
     financial statements including but not limited to balance sheets
     and profit and loss statements, and other information upon request.

5.   MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
     obligations or Lender's rights under this Note must be contained in a
     writing signed by Lender. Lender may perform any of Borrower's obligations
     or delay or fail to exercise any of its rights without causing a waiver of
     those obligations or rights. A waiver on one occasion will not constitute a
     waiver on any other occasion. Borrower's obligations or under this Note
     shall not be affected if Lender amends, compromises, exchanges, fails to
     exercise, impairs or releases any of the obligations belonging to any
     co-borrower or guarantor or any of its rights against any co- borrower,
     guarantor or collateral.

6.   SEVERALITY:  lf any provision of this Note violates the law or is
     unenforceable, the rest of the Note will remain valid.

7.   ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
     remedies or obligations described in this Note without the prior written
     consent of Lender which may be withheld by Lender in its sole discretion.
     Lender will be entitled to assign some or all of its rights and remedies
     described in this Note without notice to or the prior consent of Borrower
     in any manner.

8.   NOTICE: Any notice or other communication to be provided to Borrower or
     Lender under this Note shall be in writing and sent to the parties at the
     addresses described in this Note or such other address as the parties may
     designate in writing from time to time.

9.   APPLICABLE LAW: This Note shall be governed by the laws of the state
     indicated in Lender's address. Borrower consents to the jurisdiction and
     venue of any court located In the state indicated in Lender's address in
     the event of any legal proceeding under this Note.

10.  COLLECTION COSTS: If Lender hires an attorney to assist in collecting any
     amount due or enforcing any right or remedy under this Note, Borrower
     agrees to pay Lender's attorneys' fees and collection costs.

11.  MISCELLANEOUS: This Note is being executed for commercial purposes.
     Borrower and Lender agree that time is of the essence. Borrower waives
     presentment, demand for payment, notice of dishonor and protest. Borrower
     hereby waives any right to trial by jury in any civil action arising out
     of, or based upon, this Note or the collateral securing this Note. If
     Lender obtains a judgment for any amount due under this Note, interest will
     accrue on the judgment at the judgment rate of interest permitted by law.
     All references to Borrower in this Note shall include all of the parties
     signing this Note. If there is more than one Borrower, their obligations
     will be joint and several. This Note and any related documents represent
     the complete and integrated understanding between Borrower and Lender
     pertaining to the terms and conditions of those documents.

12.  ADDITIONAL TERMS:
     IF PAYMENT IS NOT RECEIVED BY THE BANK ON/OR BEFORE TEN (10) DAYS AFTER DUE
     DATE, THEREAFTER THE INTEREST RATE WILL AUTOMATICALLY INCREASE TO THE
     MAXIMUM RATE THEN PERMITTED BY APPLICABLE LAW AND WILL REMAIN AT THE
     MAXIMUM RATE THEN PERMITTED BY APPLICABLE LAW UNTIL THE ACCOUNT IS
     COMPLETELY BROUGHT UP TO DATE AND CURRENT.