EXHIBIT 4.2

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT
      WITH  RESPECT  TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
      REASONABLY  SATISFACTORY  TO NEW  ERA  MARKETING,  INC.  THAT  SUCH
      REGISTRATION IS NOT REQUIRED.

Principal Amount:                                  Issue Date: December __, 2006

                    18% SENIOR SECURED PROMISSORY NOTE

      FOR VALUE RECEIVED,  New Era Marketing,  Inc., a Nevada  corporation  (the
"BORROWER"), hereby promises to pay to _____________________, with an address at
__________________, ________________ (the "HOLDER") or its registered assigns or
successors in interest or order,  without demand, the sum of  __________________
($__________)  ("PRINCIPAL AMOUNT"), with simple and unpaid interest thereon, at
or before the close of business on the Maturity Date. For purposes of this Note,
the term "MATURITY DATE" shall mean the earliest to occur of: (i) April 1, 2007;
(ii) the  closing  of a  private  financing  in which  equity  or  equity-linked
securities are sold (the "FINANCING") and (iii) an Event of Default.

      This 18% Senior  Secured  Promissory  Note (the  "NOTE")  has been  issued
pursuant to the terms of a contribution agreement (the "CONTRIBUTION AGREEMENT")
under which the Borrower agreed to issue this Note in exchange for the surrender
by the Holder of the note  originally  issued  thereto by Fearless  Yachts,  LLC
("Fearless")  pursuant that certain Securities Purchase Agreement (the "PURCHASE
AGREEMENT") between Fearless, the Holder, a Purchaser Designee and certain other
holders of other notes  issued by  Fearless,  dated of even date  herewith,  and
shall,  to the  extent  not  inconsistent  with the  terms of this  Note and the
Contribution  Agreement,  be governed by the terms of such  Purchase  Agreement.
Unless otherwise  separately  defined herein, all capitalized terms used in this
Note shall have the same meaning as is set forth in the Purchase Agreement.  The
following terms shall apply to this and all other Notes:

      1     INTEREST

            1.1 INTEREST RATE.  Interest on this Note shall accrue at a rate per
annum (the "INTEREST RATE") equal to eighteen  percent (18%).  Interest shall be
calculated  on the basis of a 360-day  year.  Interest on the  Principal  Amount
shall  accrue  from the date of this Note and be payable  pursuant  to Section 2
hereof on the Maturity Date, whether by acceleration or otherwise.

            1.2 TRANSFER. Subject to compliance with applicable securities laws,
this Note, and the rights evidenced hereby, may be transferred,  sold,  pledged,
hypothecated or otherwise granted as security by any registered holder hereof (a
"TRANSFEROR").  On the surrender for exchange of this Note, with a duly executed
Transferor's  endorsement (the "TRANSFEROR  ENDORSEMENT FORM") and together with
an executed Security Agreement and an opinion of counsel reasonably satisfactory
to the  Company  that the  transfer  of this  Note  will be in  compliance  with
applicable  securities laws, the Company at the expense of the Transferor,  will
issue and  deliver  to or on the order of the  Transferor  thereof a new Note or
Notes of like  tenor,  in the name of the  Transferor  and/or the  transferee(s)
specified in such Transferor Endorsement Form (each a "TRANSFEREE"),  calling in
the aggregate on the face or faces  thereof for the Principal  Amount called for
on the  face or  faces of the Note so  surrendered  by the  Transferor.  No such
transfers shall result in a public distribution of the Note.

            1.3  REPLACEMENT.  Upon receipt of a duly  executed,  notarized  and
written  statement  (which  shall  include  (a) a  covenant  from the  Holder to
indemnify  the  Borrower  against any and all loss or damage  attributable  to a
third-party claim in an amount in excess of the actual amount then due under the
Note,  and (b) an express  authorization  that the  Borrower may offset any such
amounts against amounts then due under the Note) from the Holder with respect to
the loss, theft or destruction of this Note (or any replacement  hereof), or, in
the case

<PAGE>

of a mutilation of this Note, upon surrender and  cancellation of such Note, the
Borrower shall issue a new Note, of like tenor and amount, in lieu of such lost,
stolen, destroyed or mutilated Note.

      2     REPAYMENT

            2.1 PAYMENT IN CASH. All principal and interest shall be paid on the
Maturity Date.

            2.2 PREPAYMENT PENALTY. The Borrower has the option of prepaying the
outstanding  Principal Amount of this Note and any accrued interest thereon,  in
whole or in part, at any time prior to the Maturity Date, PROVIDED, HOWEVER that
if the Note is paid prior to April 1, 2007, then the amount that will be payable
in order to satisfy the Note shall be equal to 103.333% of the principal  amount
of this Note (the "PREPAYMENT AMOUNT"). If the Borrower fails to pay any portion
of the Prepayment  Amount the unpaid portion shall remain  outstanding  and will
accrue interest at 18% until repaid in full.

      3     EVENTS OF DEFAULT.

            3.1 The  occurrence  of any of the following  events,  after fifteen
(15) days  written  notice  thereof by the Holder or  Purchaser  Designee to the
Borrower, shall be an "EVENT OF DEFAULT" under this Note:

                  3.1.1  the  Borrower  shall  fail to make the  payment  of any
amount outstanding on the date such payment is due hereunder; or

                  3.1.2 the  Borrower  shall (i)  apply  for or  consent  to the
appointment of, or the taking of possession by, a receiver,  custodian,  trustee
or  liquidator  of itself or of all or a  substantial  part of its  property  or
assets,  (ii) make a general assignment for the benefit of its creditors,  (iii)
commence a voluntary  case under the United  States  Bankruptcy  Code (as now or
hereafter in effect) or under the comparable laws of any  jurisdiction  (foreign
or domestic),  (iv) file a petition seeking to take advantage of any bankruptcy,
insolvency,  moratorium,  reorganization  or other  similar  law  affecting  the
enforcement  of  creditors'  rights  generally,  (v) acquiesce in writing to any
petition filed against it in an involuntary case under United States  Bankruptcy
Code (as now or  hereafter  in  effect)  or  under  the  comparable  laws of any
jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding
down of its  operations or issue a press release  regarding  same, or (vii) take
any action under the laws of any jurisdiction (foreign or domestic) analogous to
any of the foregoing; or

                  3.1.3 a  proceeding  or case shall be  commenced in respect of
the  Borrower,  without its  application  or consent,  in any court of competent
jurisdiction,   seeking  (i)  the   liquidation,   reorganization,   moratorium,
dissolution,  winding up, or composition or readjustment of its debts,  (ii) the
appointment of a trustee, receiver,  custodian,  liquidator or the like of it or
of all or any substantial  part of its assets in connection with the liquidation
or  dissolution  of the Borrower or (iii) similar  relief in respect of it under
any law  providing  for the  relief  of  debtors,  and such  proceeding  or case
described in clauses (i), (ii), or (iii) shall continue undismissed, or unstayed
and in effect,  for a period of sixty (60) days or any order for relief shall be
entered in an involuntary  case under United States  Bankruptcy  Code (as now or
hereafter in effect) or under the comparable laws of any  jurisdiction  (foreign
or domestic)  against the Borrower or action under the laws of any  jurisdiction
(foreign or  domestic)  analogous  to any of the  foregoing  shall be taken with
respect to the  Borrower  and shall  continue  undismissed,  or unstayed  and in
effect for a period of sixty (60) days; or

                  3.1.4 any material breach of any  representation,  warranty or
covenant of the Company made herein; or

                  3.1.5 the  security  interests  granted  to the  Holder in the
security agreement dated of even date herewith and entered into by and among the
Borrower,  the Holder and Robert  Kornstein as the Lender's Agent (the "SECURITY
AGREEMENT") shall be determined to be void, voidable,  invalid or unperfected or
are  ineffective  to  provide  the  Lender's  Agent on behalf  of Holder  with a
perfected, security interest in the collateral covered by the Security Agreement
senior  to  all  other  security  interests  in the  collateral  other  than  as
contemplated by said agreement.

            3.2 REMEDIES UPON AN EVENT OF DEFAULT.  If an Event of Default shall
have occurred and


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<PAGE>

shall be continuing,  the Lender's Agent on behalf of the Holder may at any time
at its option  declare by Notice in writing to the Borrower  (the  "ACCELERATION
NOTICE"), (a) declare the entire unpaid principal balance of this Note, together
with all  interest  accrued  hereon,  due and payable as of the date of the such
Acceleration Notice, and thereupon, the same shall be accelerated and so due and
payable,  PROVIDED,  HOWEVER,  that upon the  occurrence  of an Event of Default
described in Sections 3.1.2 or 3.1.3 above,  the outstanding  principal  balance
and accrued interest hereunder shall be automatically due and payable and/or (b)
exercise or otherwise  enforce any one or more of the Holder's  rights,  powers,
privileges,   remedies  and  interests   under  the  Purchase   Agreement,   the
Contribution Agreement, the guaranty to be issued by Gary Fears substantially as
attached hereto as EXHIBIT A (the "FEARS  GUARANTY"),  the guaranty to be issued
by  Fearless  substantially  as  attached  hereto as  EXHIBIT  B (the  "FEARLESS
GUARANTY"),  the warrant to be issued by the Company  substantially  as attached
hereto as EXHIBIT C (the  "WARRANT") and this Note or applicable  law. No course
of delay on the part of the Lender's  Agent or Holder shall  operate as a waiver
thereof or  otherwise  prejudice  the right of the Holder.  No remedy  conferred
hereby  shall be  exclusive  of any other  remedy  referred  to herein or now or
hereafter available at law, in equity, by statute or otherwise.

      4     MISCELLANEOUS

            4.1 NOTICES. All notices, demands,  requests,  consents,  approvals,
and other  communications  required or permitted  hereunder  shall be in writing
and, unless otherwise  specified herein,  shall be (i) personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be as follows:

      (i)   if to the Borrower:

            New Era Marketing, Inc.
            927 Lincoln Road, Suite 200
            Miami, FL 33139
            Attn.: Jeffrey Binder, CEO
            Tel.: (305) 674-1511
            Fax: (305) 674-1311

            With a copy to (which shall not constitute notice):

            Hodgson Russ LLP
            60 East 42nd St., 37th Floor
            New York, New York 10022
            Attn.: Jeffrey A. Rinde, Esq.
            Tel.: (212) 661-3535
            Fax.: (212) 972-1677

      (ii)  if to the Holder:

            To the name and address set forth above,

            With a copy to the Purchaser Designee at:

            Robert Kornstein
            15 W. 72nd Street, Apt. 15J
            New York, NY 10023
            Fax: 212-580-5811


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<PAGE>

            4.2 AMENDMENT PROVISION.  The term "Note" and all reference thereto,
as used  throughout  this  instrument,  shall mean this instrument as originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented. This Note may only be amended by written agreement executed by the
issuer and Holder or the Purchaser Designee acting on such Holder's behalf.

            4.3 ASSIGNABILITY.  This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.

            4.4  GOVERNING  LAW. This Note shall be governed by and construed in
accordance  with the laws of the State of New York,  without regard to conflicts
of laws principles that would result in the application of the substantive  laws
of another  jurisdiction.  Any action  brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note.

            4.5 MAXIMUM  PAYMENTS.  Nothing  contained herein shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law.

            4.6 CONSTRUCTION.  Each party acknowledges that it has been afforded
the opportunity to have its legal counsel participate in the preparation of this
Note and,  therefore,  stipulates that the rule of construction that ambiguities
are to be  resolved  against  the  drafting  party  shall not be  applied in the
interpretation of this Note to favor any party against the other.

            4.7  SHAREHOLDER  STATUS.  The  Holder  shall  not have  rights as a
shareholder of the Borrower as a result of being a holder of this Note.

            4.8 PURCHASER  DESIGNEE.  The Lender's  Agent shall be the Purchaser
Designee,  as defined in the Purchase Agreement and as may be replaced from time
to time in accordance therewith. Any notice to or by the Lenders or any actions,
waiver or enforcement rights that may be taken or asserted by Lender may only be
taken by the then acting  Purchaser  Designee on such  Lender's  behalf.  In the
event that no Purchaser Designee is appointed, then all actions or consents that
may be taken by the  Lender's  Agent may be taken  upon  consent of holders of a
majority of the outstanding principal amount of Notes.


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<PAGE>

      IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by an authorized officer as of the ___ day of December, 2006.

                                             NEW ERA MARKETING, INC.


                                             By:
                                                --------------------------------
                                             Name:  Jeffrey Binder
                                             Title: Chief Executive Officer


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