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                                 PROMISSORY NOTE

US $3,587,000                                                   October 24, 2001

     Spigadoro, Inc. (the "Borrower") hereby promises to pay to CARLO PETRINI
(the "Payee") or 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 THREE MILLION FIVE HUNDRED
EIGHTY SEVEN THOUSAND DOLLARS ($3,587,000) (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 (defined below).

     1. Maturity Date. As used herein, the term "Maturity Date" shall mean the
earlier of (i) 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. Automatic Conversion of Promissory Note. A portion of this Promissory
Note equal to $1,379,600 of Principal Amount plus accrued interest thereon (the
"Convertible Amount") shall be automatically convertible into shares of Common
Stock, par value $0.01 per share, of the Borrower at 5:00 p.m. New York time on
the Maturity Date in the event that such Convertible Amount is not paid prior to
such time. Such Convertible Amount shall be convertible at a conversion price
equal to 85% of the average closing sale price of the Borrower's Common Stock,
as reported by the primary stock market or exchange on which the Borrower's
Common Stock is traded, for the ten (10) trading days prior to the Maturity
Date.

     4. 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
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

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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.

     5.  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;

         (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; or

         (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;

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.

         6. Assignment of Remaining Obligation upon Maturity. (a) Borrower
acknowledges that it currently has a note receivable from Petrini S.p.A., its
wholly-owned subsidiary, in the amount of Lit. 8.75 billion (the "Receivable").

         (b) Notwithstanding anything herein to the contrary, in the event that
the Borrower shall default in payment of any portion of the Principal Amount and
accrued interest thereon, other than the Convertible Amount (which shall be
convertible in accordance with Section 3 above) (the "Default Amount"), as and
when the same shall become due and payable, either at maturity, upon
acceleration or otherwise, the Borrower hereby agrees to immediately assign to
the Payee a portion of the Receivable equal to the Default Amount. Upon such
assignment, Borrower shall be released from any obligation to pay the Payee the
Default Amount, and Payee shall look only to Petrini S.p.A. for such payment.

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     7. Waiver. 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.

     8. 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:

     Carlo Petrini
     [address]

     Facsimile:

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

     9. 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.

     10. 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

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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.

     11. 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.

     12. 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.

     13. 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.

     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:

CARLO PETRINI


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