Exhibit 10.4


PROMISSORY NOTE


Principal Amount: $2,250,000.00 Date of Note: December 28. 2006

PROMISE TO PAY. Mile Marker. Inc. (Borrower) promises to pay to Lehman Brothers
Bank. FSB (Lender), or order, in lawful money of the United States of America.
the principal amount of Two Million Two Hundred Fifty Thousand & 00/100 Dollars
($2,250,000.00). together with interest on the unpaid principal balance from
December 28. 2006. until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index.
Borrower will pay this loan in accordance with the following payment schedule:
62 monthly consecutive principal and interest payments in the initial amount of
$15,993.48 each, beginning February 1. 2007. with interest calculated on the
unpaid principal balances at an interest rate of 7.560%: 297 monthly consecutive
principal and interest payments in the initial amount of $19,443.70 each,
beginning April 1. 2012. with interest calculated on the unpaid principal
balances at an interest rate based on the London Interbank Offered Rate
("LIBOR") for three-month United States dollar deposits as published in the Wall
Street Journal rounded to the nearest one-hundredth of one percent (currently
5.360%). pIus a margin of 4.550 percentage points. resulting in an initial
interest rate of 9.910%: and one principal and interest payment of $19,440.91 on
January 1. 2037. with interest calculated on the unpaid principal balances at an
interest rate based on the London Interbank Offered Rate ("LIBOR") for
three-month United States dollar deposits as published in the Wall Street
Journal rounded to the nearest one-hundredth of one percent (currently 5.360%).
plus a margin of 4.550 percentage points. resulting in an initial interest rate
of 9.910%. This estimated final payment is based on the assumption that all
payments will be made exactly as scheduled and that the Index does not change:
the actual final payment will be for all principal and accrued interest not yet
paid, together with any other unpaid amounts under this Note. Unless otherwise
agreed or required by applicable law. payments will be applied first to any
accrued unpaid interest: then to any late charges: then to any unpaid collection
costs: and then to principal. The annual interest rate for this Note is computed
on a 365/360 basis: that is. by applying the ratio of the annual interest rate
over a year of 360 days. multiplied by the outstanding principal balance.
multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Lender's address shown above or at such other place
as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the London
lnterbank Offered Rate ("LIBOR") for three-month United States dollar deposits
as published in the Wall Street Journal rounded to the nearest one-hundredth of
one percent (the !!lndex!!) The Index is not necessarily the lowest rate charged
by Lender on its loans. If the Index becomes unavailable during the term of this
loan, Lender may designate a substitute index after notifying Borrower. Lender
will tell Borrower the current Index rate upon Borrowers request. The interest
rate change will not occur more often than each first day of each Calendar
Quarter. The Interest Rate Adjustment Dates are each January 1, April 1, July 1
and October 1. Borrower understands that Lender may make loans based on other
rates as well. The Index currently is 5.360%. The interest rate or rates to be
applied to the unpaid principal balance during this Note will be the rate or
rates set forth herein in the Payment section. Notwithstanding any other
provision of this Note, after the first payment stream, the interest rate for
each subsequent payment stream will be effective as of the last payment date of
the just-ending payment stream. NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.
Whenever increases occur in the interest rate, Lender, at its option, may do one
or more of the following: (A) increase Borrower's payments to ensure Borrower's
loan will pay off by its original final maturity date, (B) increase Borrower's
payments to cover accruing interest, (C) increase the number of Borrower's
payments, and (D) continue Borrower's payments at the same amount and increase
Borrower's final payment.

PREPAYMENT FEE. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except
as otherwise required by law. Upon prepayment of this Note. Lender is entitled
to the following prepayment fee: Borrower agrees that all loan fees are earned
fully as of the date of the loan and will not be subject to refund upon early
payment (whether voluntary or as a result of default). except as otherwise
required by law. Borrower may pay all or a portion of the principal balance of
the Note prior to the date such payment is due. For the first five years of the
term of the Note. such prepayment shall be subject to a Prepayment Fee equal to
five percent 15%) of the principal balance which is prepaid as set forth below:

A. In the event that the Borrower is in default under the terms of the Loan
Documents. whether or not the Lender has declared a default. a Prepayment Fee
will be assessed for all prepayment. regardless of amount.

B. During any rolling twelve 112) month period ("Rolling Period') ending on or
prior to the expiration of the first five years of the term, Borrower may make
Permitted Prepayment. without incurring a Prepayment Fee. in a total amount not
exceeding twenty percent 120%) of the outstanding principal balance of the Note
as of the first day of such Rolling Period.

C. In the event that within any Rolling Period. Borrower prepays a total amount
which exceeds twenty percent (20%), but is less than fifty percent of the
principal balance of the Note as of the first day of such Rolling Period,
Borrower shall pay to Lender a Prepayment Fee in the amount of five percent (5%)
of the amount by which the prepayment during such Rolling Period exceeds twenty
percent of the principal balance as of the first day of such Rolling Period.

D. In the event that within any Rolling Period. Borrower prepays a total amount
exceeding fifty percent (50%) of the principal balance of the Note as of the
first day of the Rolling Period. Borrower shall pay to Lender a Prepayment Fee
in the amount of five percent (5%) of the total prepayment, less the amount of
any Prepayment Fee previously paid during such Rolling Period.

E. Any prepayment will be applied first to accrued interest. second to payment
of the Prepayment Fee. and third to the principal balance of the Loan.

F. Unless agreed to by the Lender in writing. prepayment will not relieve
Borrower of Borrower's obligation to make monthly payments when due under the
terms of the Note. Except for the foregoing, Borrower may pay all or a portion
of the amount owed earlier than it is due. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower's obligation to
continue to make payments under the payment schedule. Rather, early payments
will reduce the principal balance due and may result in Borrower's making fewer
payments. Borrower agrees not to send Lender payments marked !!paid in full",
`without recourse, or similar language. If Borrower sends such a payment, Lender
may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes !!payment in
full" of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: Lehman Brothers Bank, FSB; 25520 Commercentre Drive, Suite 150;
Lake Forest, CA 92630.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.

INTEREST AFTER DEFAULT. Upon default, the interest rate on this Note shall, if
permitted under applicable law, immediately increase by adding a 5.000
percentage point margin (Default Rate Margin'). The Default Rate Margin shall
also apply to each succeeding interest rate change that would have applied had
there been no default. After maturity, or after this Note would have matured had
there been no default, the Default Rate Margin will continue to apply to the
final interest rate described in this Note.

DEFAULT. Each of the following shall constitute an event of default (`Event of
Default!!) under this Note: Payment Default. Borrower fails to make any payment
when due under this Note. Other Defaults. Borrower fails to comply with or to
perform any other term, obligation, covenant or condition contained in this Note
or in any of the related documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement between
Lender and Borrower. False Statements. Any warranty, representation or statement
made or furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents is false or misleading in any material respect, either
now or at the time made or furnished or becomes false or misleading at any time
thereafter. Insolvency. The dissolution or termination of Borrower's existence
as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as
to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.


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Borrower: Mile Marker. Inc.      Lender: Lehman Brothers Bank, FSB
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2121 Blount Road                 25520 Commercentre Drive. Suite 150
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Pompano Beach, FL 33069          Lake Forest, CA 92630
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<PAGE>


PROMISSORY NOTE
Loan No: 00208275 (Continued) Page 2

Events Affecting Guarantor. Any of the preceding events occurs with respect to
any Guarantor of any of the indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any
guaranty of the indebtedness evidenced by this Note. In the event of a death,
Lender, at its option, may, but shall not be required to, permit the Guarantor's
estate to assume unconditionally the obligations arising under the guaranty in a
manner satisfactory to Lender, and, in doing so, cure any Event of Default.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or
more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of this
Note is impaired.

Cure Provisions. If any default, other than a default in payment is curable and
if Borrower has not been given a notice of a breach of the same provision of
this Note within the preceding twelve (12) months, it may he cured if Borrower,
after receiving written notice from Lender demanding cure of such default: (1)
cures the default within ten (10) days; or (2) if the cure requires more than
ten (10) days, immediately initiates steps which Lender deems in Lender's sole
discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as
soon as reasonably practical.

LENDERS RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance under this Note and all accrued unpaid interest immediately due, and
then Borrower will pay that amount.

ATTORNEYS FEES: EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender
and, to the extent not preempted by federal law. the laws of the State of
California without regard to its conflicts of law provisions. This Note has been
accepted by Lender in the State of California.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Orange County, State of Florida.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

COLLATERAL. Borrower acknowledges this Note is secured by the following
collateral described in the security instrument listed herein: a Mortgage dated
December 28, 2006, to Lender on real property located in Broward County, State
of Florida.

UNPAID INTEREST AND ENFORCEMENT COSTS. Interest and Lender collection expenses
(including attorneys' fees) not paid when due shall be added to principal and
thereafter bear like interest.

USURY CEILING. The parties hereto intend to conform strictly to the applicable
usury laws in the state of Florida. In no event, whether by reason of demand for
payment, prepayment, acceleration of the maturity hereof or otherwise, shall the
interest contracted for, charged or received by the holder hereunder or
otherwise exceed the maximum amount permissible under applicable law. If from
any circumstance whatsoever interest would otherwise be payable to the holder in
excess of the maximum lawful amount, the interest payable to the holder shall be
reduced automatically to the maximum amount permitted by applicable law. If the
holder shall ever receive anything of value deemed interest under applicable law
which would apart from this provision be in excess of the maximum lawful amount,
an amount equal to any amount which would have been excessive interest shall be
applied to the reduction of the principal amount owing hereunder in the inverse
order of its maturity not to the payment of interest, or if such amount which
would have been excessive interest exceeds the unpaid balance of principal, such
excess shall be refunded to the undersigned.

PREPAYMENT THIS NOTE PROVIDES FOR THE PAYMENT OF A PREMIUM IF YOU WISH TO REPAY
THE LOAN PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE.

WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND
LENDER BY ITS ACCEPTANCE HEREOF, FOR ITSELF AND FOR EACH HOLDER HEREOF, HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREE, THAT:

(a) NEITHER BORROWER NOR LENDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR LEGAL
REPRESENTATIVE OF ANY OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE ARISING FROM OR
BASED UPON THE NOTE, THE MORTGAGE OR ANY OTHER LOAN DOCUMENT EVIDENCING,
SECURING OR RELATING TO THE INDEBTEDNESS OR TO THE DEALINGS OR RELATIONSHIP
BETWEEN OR AMONG THE PARTIES THERETO;

(b) NEITHER BORROWER NOR LENDER SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN
WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
HAS NOT BEEN OR CANNOT BE WAIVED;

(c) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE BORROWER
AND LENDER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;

(d) NEITHER BORROWER NOR LENDER HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY
OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES;

(e) IN NO EVENT SHALL LENDER BE RESPONSIBLE OR LIABLE FOR CONSEQUENTIAL OR
PUNITIVE DAMAGES TO THE EXTENT PERMITTED BY LAW; AND THIS PROVISION IS A
MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS TRANSACTION AND IS SEPARATELY
GIVEN, KNOWINGLY AND VOLUNTARILY.

(Initial here FUNDING DATE INTEREST RATE ADJUSTMENT. In the event that Lender
has, through no fault of its own, not funded the loan evidenced by this Note on
or before the date which is ten (10) calendar days after the date of this Note
as set forth on the first page hereof, Borrower acknowledges and agrees that
Lender may elect (in its sole and absolute discretion) to either (a) cancel and
redraw the Note to increase the interest rate accruing under the Note in
accordance with the increase(s), if any, in interest rate(s) then being offered
by Lender on loans similar to the loan evidenced by this Note, and to pay any
additional costs incurred by Lender as a result of such redraw; or (b) cancel
the loan. In the event that Lender elects to cancel the loan, Lender shall not
be required to refund to Borrower any fees or amounts that Borrower has
theretofore paid to Lender in connection with the loan application.

FINANCIAL REPORTING. Borrower agrees to furnish Lender with Federal Tax Returns
(prepared by a tax professional satisfactory to Lender), including all related
schedules, as soon as available, but in no event later than one-hundred-twenty
(120) days after the applicable filing date for the tax reporting period ended.

COUNTERPART SIGNATURES. This document may be executed in one or more identical
counterparts each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same document.

REVISED INTEREST AFTER DEFAULT PARAGRAPH. The following provision shall be
substituted for the Interest After Default' paragraph of this document:

INTEREST AFTER DEFAULT. Upon default, the interest rate on this Note shall
immediately increase by 5.000 percentage points, if permitted under applicable
law.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them. Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive any applicable statute of limitations, presentment, demand for
payment, and notice of dishonor. Upon any change in the terms of this Note, and
unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.


PROMISSORY NOTE
Loan No: 00208275 (Continued) Page 3
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.

BORROWER:
MILE MARKER, INC.
By:_______________________________________________
Richard E. Aho. President of Mile Marker. Inc.
Florida Documentary Stamp Tax
Florida documentary stamp tax in the amount required by law has been paid with
respect to this Note on the Mortgage securing this Note.