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                                                                    Exhibit 10.4


U.S.$100,000.00                                            Clearwater, Florida
                                                               May 13   , 1998
                                                           -------------


                                PROMISSORY NOTE


     BEING INDEBTED, FOR VALUE RECEIVED, the undersigned (the "Borrower"),
promises to pay to the order of NU-WAVE HEALTH PRODUCTS, INC., a Florida
corporation (the "Lender"), or order, its successors or assigns, at its offices
at 5905-A Hampton Oaks Parkway, Tampa, FL 33610, the sum of ONE HUNDRED
THOUSAND DOLLARS ($100,000.00), together with interest on the unpaid balance,
calculated in the manner herein stated, from the dates of disbursements until
maturity, both principal and interest being payable in lawful money of the
United States of America.

     The interest charged on the unpaid balance owed pursuant to this Note is a
floating simple interest rate equal to the sum of (a) a rate which is two
percent (2%) per annum during the term of the Note (the "FIXED RATE") plus (b)
an interest rate per annum (the "FLOATING RATE") defined as the rate
periodically announced by The Wall Street Journal, from time to time as the
Prime Rate (the "Prime Rate"). The interest rate charged shall be calculated on
a daily basis and changes in the rate may occur daily. Interest shall be
calculated on a 360-day year based on actual days elapsed and shall be payable
monthly on the outstanding principal balance due and owing from time to time.

     Principal together with all accrued interest thereon shall be due exactly
six (6) months from the date of this Note, without demand.

     In no event shall the amount of interest due or payments in the nature of
interest payable hereunder exceed the maximum rate of interest allowed by
applicable law, as amended from time to time, and in the event any such
payment is paid by the Borrower or received by the Lender, then such excess
sums shall be credited as a payment of principal, unless the Borrower shall
notify the Lender, in writing, that the Borrower elects to have such excess sum
returned to it forthwith.

     This Note may be prepaid in whole or in part at any time without payment
of premium or penalty.  Any prepayments shall be applied to the last
installments due hereunder from time to time without notice to endorsers or
guarantors.

     This Note is secured by Mortgage, Security Agreement, Financing Statements
and such other security or supporting documents as are executed in conjunction
with it (the "Loan Documents") between the Borrower and Lender on real and/or
personal property, improvements, furnishings, fixtures, appurtenances, and
hereditaments (the "Premises").  This Note and the Lender are entitled to all
of the benefits provided for in the Loan Documents or referred to within them,
to which Loan Documents reference is hereby specifically made and they are
hereby incorporated herein by reference for a statement of the terms and
conditions under which the due date of this Note may be accelerated.



PREPARED FOR AND RETURN TO:
Roger A. Larson, Esq.
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.
911 Chestnut Street, Clearwater, Florida 33756
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     Time is of the essence of this obligation.

     In the event of either a failure to pay any monetary sum when due, or an
occurrence of any default as defined under the Loan Documents, the principal
sum above mentioned or any balance remaining unpaid shall be immediately due
and payable from the Borrower to the Lender without further notice, together
with all interest, all just and reasonable expenses, costs and disbursements,
including a reasonable attorney's fee, whether incurred for suit enforcement,
protection of the collateral or collection, whether or not suit be brought,
such attorney's fees to include those incurred in appellate and Bankruptcy
proceedings, if any.  Notice, when required, shall be deemed to have been made
upon deposit in the United States mails by the Lender to the Borrower, at the
address shown beneath the signatures undersigned.

     In the event this Note is accelerated pursuant to a failure to timely pay
or perform, then the entire unpaid principal shall bear interest at the maximum
rate permitted by applicable law as changed from time to time from the time
that payment or performance should have occurred.  In the event a judgment is
obtained, the judgment amount shall bear interest at the default rate recited
herein or the rate of interest established by Section 55.03 Florida Statutes,
which ever is the greater, until the full amount of the judgment is collected.

     The remedies of the Lender, as provided herein or in the Mortgage or any
other Loan Documents, shall be cumulative and concurrent, and may be pursued
singularly, successively or together, at the sole discretion of the Lender, and
may be exercised as often as occasion therefor shall arise.  No act of omission
or commission of the Lender, including specifically any failure to exercise any
right, remedy or recourse, shall be deemed to be a waiver or release of the
same, such waiver or release to be effected only through a written document
executed by the Lender and then only to the extent specifically recited
therein.  A waiver or release with reference to any one event shall not be
construed as continuing, as a bar to, or as to a subsequent event.

     Where applicable, the term Lender shall include any subsequent or
successor holder of this Note and the Loan Documents.

     For and in consideration of the funding of this Note by the Lender or any
renewal or extension thereof, should any occur, the undersigned Borrower hereby
agrees to cooperate or to reexecute any and all Loan Documents deemed necessary
or desirable in the Lender's discretion, in order to correct or to adjust for
any clerical errors or omissions contained in any document executed in
connection with the loan.

     WAIVER OF JURY TRIAL.  BY THE EXECUTION HEREOF, BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY AGREES THAT:

     (A)  NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL
REPRESENTATIVE OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION OR


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PROCEDURE ARISING FROM OR BASED UPON THIS PROMISSORY NOTE, ANY OTHER LOAN
AGREEMENT OR ANY LOAN DOCUMENT EVIDENCING, SECURING OR RELATING TO THE
OBLIGATIONS OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES
THERETO;

     (B)  NEITHER THE BORROWER NOR THE LENDER WILL 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
PARTIES HERETO AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;

     (D)  NEITHER THE BORROWER NOR THE 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; AND

     (E)  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO
THIS TRANSACTION.

     THE UNDERSIGNED ACKNOWLEDGE THAT THE LOAN EVIDENCED HEREBY IS FOR
COMMERCIAL PURPOSES ONLY AND NOT FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSE.

     Florida Documentary stamps in the amount of $350 have been affixed to the
original Note and canceled.

                                   ENERGY FACTORS, INC., a Florida corporation



                                   By: /s/ Paul Santostasi
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                                           PAUL SANTOSTASI, CEO


                                   6950 Bryan Dairy Rd.
                                   Largo, FL 33776