<PAGE>

                             AMENDED PROMISSORY NOTE

US $5,305,000                                                    October 1, 2001

     Spigadoro, Inc. (the "Borrower") hereby promises to pay to Gruppo Spigadoro
N.V. (the "Payee") or registered assignees, by wire transfer of immediately
available funds, in lawful currency of the United States of America, at an
account to be designated in writing by the Payee, the principal amount of FIVE
MILLION THREE HUNDRED FIVE THOUSAND US DOLLARS ($5,305,000) (the "Principal
Amount") together with interest on such Principal Amount at the Applicable
Interest Rate (as defined below), calculated on the basis of a 360 day year
compromised of twelve 30 day months, per annum from the date hereof to the
Maturity Date (as defined below). As used herein, "Applicable Interest Rate"
means a rate of interest per annum equal to 6%, provided that in no event shall
the rate of interest hereunder exceed the rate permitted by applicable laws. If
any amount of principal or interest on or in respect of this note (hereinafter,
the "Note") becomes due and payable on any date which is not a business day,
such amount shall be payable on the next succeeding business day. Interest on
the Principal Amount shall accrue and shall be payable on the Maturity Date.

     1. Maturity Date. As used herein, the term "Maturity Date" shall mean the
earlier (i) of December 31, 2002 or (ii) the completion by the Borrower or any
subsidiary of the Borrower of (A) an offering of equity securities or (B) a sale
of assets, in either case in which the Borrower or such subsidiary realizes at
least US $20,000,000 of gross proceeds.

     2. Prepayment. The Borrower may, at any time, but shall not be required to,
prepay, in whole or in part, amounts due under this Note, provided that such
prepayment shall include the Principal Amount being prepaid and all accrued
interest thereon as of the date of such prepayment.

     3. Successors and Assignees. The terms of this Note shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
permitted assignees of the Borrower and the Payee, and, enforceable by any
holder or holders of this Note; provided that the rights, obligations, covenants
and agreements of the Borrower under this Note may not be assigned or delegated,
as applicable, without the written consent of the Payee. In the event of any
such transfer and assignment of this Note, the Borrower shall, upon surrender of
this Note to the Borrower, execute and deliver in exchange therefor a new note.
Each such new note shall be dated so that there will be no loss of interest on
the surrendered Note and registered in the name of such person as the Payee or
other holder of the surrendered Note may request.

     4.  If

         (a) Borrower shall default in the payment of the Principal Amount, any
interest thereon or any installment thereof as and when the same shall become
due and payable, either at maturity, upon acceleration or otherwise, and such
default shall continue for 10 days after written notice thereof;

<PAGE>

         (b) Borrower makes an assignment for the benefit of creditors,
commences (as the debtor) any case in bankruptcy, or commences (as the debtor)
any proceeding under any other insolvency law, or the Borrower consents to or
admits the material allegations against it in any such case or proceeding
against it;

         (c) a case in bankruptcy or any proceeding under any insolvency law is
commenced against Borrower (as the debtor in such case or proceeding) and a
court having jurisdiction in the premises enters an order for relief against
such debtor in such case or proceeding and such case remains undismissed for
thirty (30) days;

         (d) a trustee, receiver, agent or custodian (however named) is
appointed or authorized to take charge of substantially all of the property of
Borrower for the purpose of enforcing a lien against such property for the
benefit of creditors; or

         (e) Borrower (A) sells all or substantially all of its assets in a
transaction or series of transactions or (B) effectuates a transaction or series
of transactions in which more than 50% of the voting power of Borrower is
disposed of, or (C) consolidates, merges or combines with or into any other
entity in a transaction in which Borrower is not the surviving entity;

then and in each and every such case, the Payee may declare the Principal Amount
of this Note and accrued interest thereon to be due and payable immediately, by
written notice to the Borrower, and upon any such declaration, the same shall
become and shall be immediately due and payable. At any time after such
declaration of acceleration has been made, and before a judgment or decree for
payment of money due has been obtained, the Payee may, by written notice to the
Borrower, rescind and annul such declaration.

     5. Payee will not be deemed to waive any of its rights under this Note
unless its waiver is in writing and signed by the Payee. No delay or omission by
the Payee in exercising any of its rights will operate as a waiver of its
rights. A waiver in writing on one occasion will not be construed as a consent
to or a waiver of any of the Payee's right or remedy on any future occasion.

     6. Notices. All notices and other communications with respect to this Note
shall be in writing and shall be sent by hand delivery, receipt acknowledged, or
by facsimile transmission, as follows:

If to the Payee, to:

     Gruppo Spigadoro N.V.
     Strawinskylaan 1725, 1077 XX
     Amsterdam, The Netherlands
     Facsimile:    31 20 6647557
     Attention:  Jacob Agam


                                      -2-
<PAGE>


If to the Borrower, to:

     Spigadoro, Inc.
     70 East 55th Street
     New York, New York 10022
     Telefax:  212-754-4044
     Attn: Chief Executive Officer

with copies to:

     Ethan Seer, Esq.
     Blank Rome Tenzer Greenblatt
     The Chrysler Building
     405 Lexington Avenue
     New York, New York  10174-0208
     Telefax:  212-885-5001

     7. Modifications and Amendments. No modification, rescission, waiver,
forbearance, release or amendment of any provision of this Note shall be made,
except by a written agreement duly executed by the Borrower and the Payee.

     8. Jurisdiction; Governing Law. The Borrower and Payee (a) acknowledge and
agree that, in any suit, action or proceeding under this promissory note, the
courts of the State of New York or the courts of the United States District
Court for the Southern District of New York shall have the exclusive
jurisdiction thereof and (b) consent to and waive any objection which the Payee
now has or may hereafter have to proper venue existing in any of such courts.
This Note shall be governed by, and construed in accordance with, the laws of
the State of New York, without regard to conflict of laws principles thereof.

     9. Lost, Mutilated or Stolen Note. Upon receipt of evidence, reasonably
satisfactory to the Borrower of the loss, theft, destruction or mutilation of
this Note and, in the case of any such mutilation, upon the surrender of this
Note for cancellation to the Borrower at its principal office, the Borrower will
execute and deliver, in lieu thereof, a new note of like tenor containing the
same terms as this Note, dated so that there will be no loss of interest on such
lost, stolen, destroyed or mutilated Note.

     10. Headings. Paragraph headings used in this Note are for convenience of
reference only, are not part of this Note and are not to effect the construction
of, or to be taken into consideration in interpreting, this Note.

     11. Severability. If any provision of this Note is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the provisions of this Note shall remain in full and effect.

                                      -3-
<PAGE>

     12. Additional Consideration. As additional consideration for the extension
of the indebtedness evidenced by this Note, as well as the extension of a new
note in the amount of $3,000,000 by an affiliate of the Payee, the Borrower
hereby agrees to immediately issue to the Payee 3,000,000 fully-paid and
non-assessable shares of Common Stock of the Borrower. Certificates evidencing
such shares shall be delivered to the Payee with 15 business days of the date
hereof.

     IN WITNESS WHEREOF, the undersigned hereto has caused this Note to be
executed by its duly authorized officers as of the date first above written.



                                            SPIGADORO, INC.

                                            By:
                                               --------------------------------
                                               Name:
                                               Title:

AGREED AND ACCEPTED:

GRUPPO SPIGADORO N.V.

By:
   ------------------------------
   Name:
   Title:










                                      -4-