Exhibit A

                                PROMISSORY NOTE


Oakland Park, Florida                                     $1,000,000

	FOR VALUE RECEIVED, the undersigned, GREENHOLD GROUP, INC., a
Florida corporation (the "Maker"), promises to pay to the order of DANA
M. GALLUP ("Payee"), the principal sum of One Million Dollars
($1,000,000), which shall be due and payable as set forth herein,
together with (i) interest thereon as hereinafter set forth and (ii) all
other amounts due and payable pursuant to and in accordance with the
terms of this Note.  Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in that certain Stock Purchase
Agreement dated April 15, 2002 (the "Stock Purchase Agreement"), by and
among Maker and Payee.

1.	Interest Rate.  Interest shall accrue on the outstanding
        principal balance at a rate of twelve (12%) per annum.

2.	Payments of Principal and Interest.

        2.1   Repayment.

              (a)   Except as may be provided by Section 2.1(b) of this
                    Note, this Note shall be repaid as follows:

                    (i)   on the first anniversary of the date of this Note
                          (the "Anniversary"), one payment of principal
                          equal to one-fourth (1/4) of the face amount of
                          this Note, together with accrued and unpaid
                          interest; and

                    (ii)  thereafter on each Anniversary for the next three
                          (3) years, a payment of principal equal to one-
                          fourth (1/4) of the face amount of this Note,
                          together with accrued and unpaid interest.

              (b)   Notwithstanding the provisions of Section 2.1(a) to
                    the contrary, if Maker, at any time prior to the
                    Anniversary, Maker, through the sale of any class of
                    its preferred or common stock or through the issuance
                    of any debt, receives net proceeds from such sale or
                    issuance (after deducting any and all transaction
                    costs associated with such sale or issuances,
                    including, without limitation, all attorneys,
                    accountants, brokers, investment banker and other
                    professional fees and expenses) in excess of
                    $5,000,000, the remaining principal and accrued and
                    unpaid interest on the Note shall be repaid in full on
                    or before the closing date for the sale or issuance as
                    describe above.

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        2.2   Place of Payment.  All principal and interest shall be paid
              to the Payee at 1995 East Oakland Park Boulevard, Suite
              350, Oakland Park, Florida 33306 or such other place as the
              Payee hereof may designate in writing.

        2.3   Application of Payments.  Prior to the occurrence of an
              Event of Default (as hereinafter defined), all payments
              received by Payee on account of the indebtedness evidenced
              hereby shall be applied in the following order of priority:

              (a)   first, to payment of interest which has accrued on the
                    outstanding principal balance; and

              (b)   second, to payment of the outstanding principal balance.

        3.    Collection.  In the event the indebtedness evidenced by this Note
              is collected by legal action or through an attorney at law, Payee
              shall be entitled to recover from Maker all costs of collection,
              including without limitation reasonable attorneys' fees actually
              incurred if collected by or through an attorney at law.

        4.    Events of Default.  Each of the following shall constitute an
              "Event of Default" hereunder:  (a) the failure of Maker to pay
              any amounts when due under this Note and such failure continues
              for more than thirty (30) days after the due date thereof; (b)
              the voluntary bankruptcy or voluntary receivership of Maker or
              the voluntary assignment for the benefit of creditors of the
              assets of Maker; (c) except for any Event of Default described in
              clause (d) of this Section 4, (i) the breach of any covenants
              contained in this Note; (ii) the failure of Maker to pay its
              debts generally as they become due; and (iii) the involuntary
              bankruptcy or involuntary receivership of Maker or the
              involuntary assignment for the benefit of creditors of the assets
              of Maker and such breach or failure set forth in this clause (c)
              continues for ninety (90) days or, if such breach or failure set
              forth in this clause (c) is not subject to cure within such
              ninety (90) day period, continues until Maker no longer is
              diligently pursuing a cure of such breach or failure; and (d) if
              any Senior Lender (as hereinafter defined) accelerates the
              obligations of Maker following default under the Senior Credit
              Facility (as hereinafter defined) and such default is not waived
              or cured within ninety (90) days of such acceleration.  Subject
              to the provisions of Section 6, upon the existence or occurrence
              of any Event of Default, all indebtedness evidenced by this Note,
              including without limitation the principal and all accrued
              interest and all costs of collection (including without
              limitation reasonable attorneys' fees actually incurred) may be
              declared due and payable without notice or demand of any kind.
              Forbearance to exercise this option with respect to any such
              Event of Default or other failure or breach of Maker shall not
              constitute a waiver of the right to the later exercise thereof or
              any other Event of Default.

        5.    Prepayment/Acceleration.  Maker may prepay this Note in part or
              in whole without premium or penalty, and any partial prepayment
              of any indebtedness hereunder shall be applied first to accrued
              interest and then to outstanding principal hereunder.  Interest
              shall cease to accrue on all amounts that are prepaid.

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        6.    Indemnification Claims/Adjustments.  The principal amount of this
              Note (and the Periodic Payments) shall be reduced for any
              indemnification claims made against Payee pursuant to Section 9
              of the Stock Purchase Agreement.  In the event of any such
              reduction, this Note shall be amended and restated to reflect
              such reduction and this original Note shall have no force or
              effect.  Contemporaneously with the return of this original Note
              to Maker, Maker shall deliver an amended and restated Note to
              Payee reflecting the reduction in principal amount.  Any such
              reduction in the principal amount shall be deemed to have
              occurred on the date of the occurrence of the event giving rise
              to the claim for indemnification and Maker shall receive credit
              and shall offset any interest and/or principal payments to be
              made following such reduction for an amount equal to any interest
              overpayment resulting from such reduction.

        7.    Miscellaneous.

              7.1   Waiver.  Failure or forbearance of Payee to exercise any
                    right hereunder or otherwise granted by law shall not
                    affect or release the liability of Maker hereunder and
                    shall not constitute a waiver of such right unless so
                    stated by Payee in writing.

              7.2   Choice of Law.  THIS NOTE SHALL BE DEEMED TO BE MADE UNDER,
                    SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
                    LAWS OF THE STATE OF FLORIDA.

              7.3   Assignment.  This Note may not be assigned, pledged,
                    transferred, or hypothecated without the express, prior
                    written consent of Maker, which consent may be withheld
                    within Maker's sole and absolute discretion.

	Executed under hand and seal of Maker as of the day and year
first above written.

                                                  MAKER:
                                                  GREENHOLD GROUP, INC.




                                                  By:
                                                  Its:





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