Exhibit 10.33


                                PROMISSORY NOTE

                                 $3,500,000.00
Atlanta, Georgia
As of November 5th, 1998


         THE  UNDERSIGNED,  ("Maker"),  promises to pay to the order of AMSOUTH
BANK,  a bank  organized  under the laws of Alabama  ("Payee"),  whose  mailing
address is Post Office Box 588001, Orlando, Florida 32858, the principal sum of
THREE MILLION FIVE HUNDRED THOUSAND DOLLARS  ($3,500,000.00),  with interest on
the unpaid  principal  from the date of each such advance at the following rate
and payable in the following manner:

         Interest Rate.

         (a)      Effective  on the first day of every  month,  and  effective 
                  through  such month (the  AInterestPeriod@),  interest  shall 
                  accrue at a variable  rate of two hundred  fifty basis points
                 (2.50%) over the average offered rate in the London  interbank 
                  market for deposits in U.S. dollars for a thirty  (30)  day
                  period  (the  AStated  Rate@  or  the  ALIBOR-BasedRate@).  
                  The  applicable LIBOR-Based  Rate for the next  month  shall 
                  be  determined  based  on such  rate in  effect  two
                  business  days prior to the first day of the month and the 
                  Lender will  determine the actual rate for the term selected
                  by reference to an information  reporting service customarily
                  relied upon by the Lender for reporting of rates offered for 
                  such deposits.

         (b)      Interest on this Note, as calculated above,  shall be payable
                  monthly in arrears on the 1st day of each  month,  commencing
                  with  December 1, 1998 and  continuing on the 1st day of each
                  month thereafter, including the month of October, 2001.

         (c)      Principal   on  this  Note   shall  be   payable  in  monthly
                  installments  on the  1st  day of each  month,  equal  to the
                  principal  component  of level  monthly  payments  that would
                  amortize  over a period of seven (7) years,  commencing  with
                  January 1, 1999 and  continuing  on the 1st day of each month
                  thereafter, including the month of October, 2001.

         (d)      The  entire  unpaid  principal  balance,  together  with  any
                  accrued interest,  shall be due and payable on the earlier of
                  the  following:  (a) a  closing  of a public  equity  or debt
                  offering by the Maker; or (b) November 5, 2001 (the "Maturity
                  Date").

         Modified and Restated  Promissory  Note. This Promissory Note modifies
and restates the indebtedness represented by that certain Promissory Note dated
as of May 29, 1998,  in the  original  principal  amount of THREE  MILLION FIVE
HUNDRED THOUSAND DOLLARS ($3,500,000.00) ("Note").

         Increased Costs,  Illegality,  Etc. (a) If either (i) the introduction
of or  any  change  in any  law  or  regulation  or in  the  interpretation  or
administration  of any law or  regulation  by any  court or  administrative  or
governmental  authority  charged  with  the  interpretation  or  administration
thereof from the date hereof or (ii) the compliance with any guideline  enacted
after  the  date  hereof  or  request  from any  such  governmental  authority,
including,  without  limitation,  any central  bank  (whether or not having the
force of law),  which is not caused by an act or omission  of Payee,  including
without  limitation,  its failure to maintain  adequate  control,  (x) subjects
Payee or any  corporation  controlling  Payee to any tax enacted after the date
hereof of any kind  whatsoever  with respect to the loan documents  executed in
connection  with  therewith  (the ALoan  Documents@),  or changes  the basis of
taxation of payments to Payee of principal, commissions, fees, interest, or any
other  amount  payable  hereunder  (except  for (A) taxes on or measured by the
overall net income of Payee or branch, office, or agency through which Payee is
acting for  purposes of the Loan  Documents  or (B) changes in the rate of such
taxes);  (y)  imposes,  modifies,  or holds  applicable  any  reserve,  special
deposit,  compulsory  loan, or similar  requirement  against assets held by, or
deposits or other  liabilities in or for the account of,  advances or loans by,
or other credit or commitment therefor extended by, or any other acquisition of
funds  by,  any  office  of  Payee  which  are not  otherwise  included  in any
determination  of the  Reserve  Adjusted  LIBOR  Rate (as  defined  in the Loan
Documents)  or other  interest  payable  hereunder;  or (z)  imposes  on Lender
controlling  Lender any other  condition,  and as a result  there  shall be any
increase  in the cost to Lender of  agreeing  to make or  making,  funding,  or
maintaining  advances by an amount  deemed by Lender to be  material,  then the
Borrower shall from time to time,  upon demand by Payee,  pay directly to Payee
additional  amounts  sufficient to compensate  Payee for such increased cost. A
certificate as to the amount of such increased cost,  submitted to the Borrower
by Payee,  shall be conclusive  and binding for all purposes,  absent  manifest
error.

                  (b) If  Payee  determines  that  compliance  with  any law or
regulation  or with any  guideline  or request  from any central  bank or other
governmental authority subsequent to the date hereof (whether or not having the
force of law)  concerning  capital  adequacy or otherwise has or would have the
effect  of  reducing  the  rate  of  return  on the  capital  of  Payee  or the
corporation  controlling  Payee as a consequence  of, or with reference to, the
facilities hereunder, by an amount deemed by Payee to be material, the Borrower
shall from time to time, upon demand by Payee, pay to Payee additional  amounts
sufficient to compensate Payee or such other corporation for such reduction.  A
certificate  as to such amounts,  submitted to the Borrower by Payee,  shall be
conclusive and binding for all purposes, absent manifest error.

                  (c) In the event the LIBOR Reserve Requirement (as defined in
the Advised Line of Credit Agreement)  increases subsequent to the date hereof,
the interest rate  applicable to this Note shall be the Reserve  Adjusted LIBOR
Rate (as defined in the Loan Documents).

         Default  Rate.  After  the  occurrence  of an  Event  of  Default,  as
hereinafter  defined,  or after the Maturity  Date,  this Note and all sums due
hereunder  shall bear  interest at the Stated Rate plus five  percent  (5%) per
annum  ("Penalty  Rate")  (but in no event at a rate  which is higher  than the
maximum rate permitted by law) from the date of default until paid.

         Interest  Basis.  Interest  shall be  calculated  on the basis of a
three hundred sixty (360) day year for actual days elapsed.

         Interest  Parity.  This loan  evidenced  by this Note is being made  
pursuant to the rate provisions of Chapters 665 and 687 of the Florida Statutes.

         Late Charge.  If any payment  hereunder (other than the final payment)
is not made within  fifteen  (15) days after it is due,  the Maker shall pay to
Payee a late charge equal to five percent (5%) of the late payment.

         Prepayment.  The Maker shall have the privilege of prepaying this Note
in part or in full,  without penalty,  at any time, and any prepayment shall be
applied to the  installment or  installments  of principal  last  maturing.  No
partial   prepayment   shall  excuse  or  defer  Maker's   subsequent   payment
obligations.

         Application  of  Payments.  All  payments  made  on  the  indebtedness
evidenced  by this Note shall be applied  first to  repayment of monies paid or
advanced  by Payee on behalf of the Maker in  accordance  with the terms of the
Loan Documents  securing this Note, and thereafter  shall be applied to payment
of accrued interest, and lastly to payment of principal.

         Place and Manner of Payment.  All payments of interest  and  principal
are  payable at the office of Payee,  or at such other  place as the holder may
designate in writing, in lawful money of the United States of America.

         Security.  This Note is secured by  Receivables  as more  particularly
defined in the Loan Documents executed on even date herewith. This Note and the
Loan  Documents as may be now or  hereafter  executed in  connection  therewith
shall together evidence the debt and constitute the security for the Note.

         Events of  Default.  Maker  shall be in  default in this Note upon the
occurrence of any of the following events, circumstances or conditions (each an
"Event of Default"):

                  (a)  Maker's  failure  to  make  any  payment  of any sum due
hereunder  within ten (10) days of the due date thereof  without further notice
or demand, or to make any other payment due by the Maker to the Payee under any
other  promissory  note or  under  any  security  agreement  or  other  written
obligation of any kind now existing or hereinafter created.

                   (b) The existence of a default or breach of any of the terms
of this Note or any other Loan Document that is not cured within any applicable
grace and/or cure period.

                  (c) Maker's continued failure to perform any other obligation
imposed upon Maker by the Loan Documents.

                  (d) Any  written  representation,  statement  or  warranty of
Maker or any co-signer, endorser, surety or guarantor of the Note, contained in
the Note or any other Loan Document,  or in any certificate  delivered pursuant
hereto, or in any other instrument or statement made or furnished in connection
herewith,  proves to be incorrect or misleading  in any material  respect as of
the time when the same shall have been made, including, without limitation, any
and all  financial  statements  furnished by Maker to Payee as an inducement to
Payee's  making the loan  evidenced by the Note or pursuant to any provision of
the Loan Documents which in any such case would have a material  adverse effect
on Maker.

                  (e) The  dissolution or insolvency  of, the  appointment of a
receiver by or on the behalf of, the assignment for the benefit of creditors by
or on behalf of, the voluntary or  involuntary  termination of existence by, or
the  commencement  under any  present or future  federal  or state  insolvency,
bankruptcy,  reorganization,  composition  or debtor relief law by Maker or any
maker,  co-signer,  endorser,  surety or two or more  guarantors of the Note or
other obligation.

                  (f) The  default  by Maker or any  Guarantor  in any terms or
conditions of any obligation of Maker or any Guarantor owed to Payee.

         Remedies after Default. At the option of Payee, all or any part of the
principal and accrued  interest on the Note,  and all other  obligations of the
Maker to the Payee shall become  immediately due and payable without additional
notice or  demand,  upon the  occurrence  of an Event of Default or at any time
thereafter. Payee may exercise all rights and remedies provided by law, equity,
this Note or any other Loan  Document or any other  obligation  of the Maker to
the Payee.  All  rights and  remedies  as set forth in the Loan  Documents  are
cumulative  and  concurrent  and may be  pursued in a  commercially  reasonable
manner, singly,  successively or together, at the sole discretion of Payee, and
may be exercised as often as occasion  therefore shall arise. Such remedies are
not exclusive, and Payee is entitled to all remedies provided at law or equity,
whether or not expressly set forth  therein.  No act, or omission or commission
or waiver of Payee,  including  specifically any failure to exercise any right,
remedy or recourse,  shall be effective  unless set forth in a written document
executed by Payee and then only to the extent  specifically  recited therein. A
waiver or  release  with  reference  to one event  shall  not be  construed  as
continuing,  as a bar to, or as a waiver or release of, any  subsequent  right,
remedy or recourse as to any subsequent event.

         Right of Set-off. Neither the Maker, any co-signer,  endorser,  surety
nor guarantor shall have any right of set-off against the Payee under this Note
or under any Loan Document  executed in connection  with the loan  evidenced by
this Note.  In addition to the remedies  provided for herein,  the Maker,  each
co-signer,  endorser,  surety  or  guarantor  grants  to the  Payee a  security
interest in any funds or other  assets from time to time on deposit  with or in
possession  of  the  Payee,  and  the  Payee  may,  at  any  time  set-off  the
indebtedness  evidenced  by this Note  against any such funds or other  assets,
including but not limited to, all money owed by Payee to Maker, each co-signer,
endorser,  surety or  guarantor  whether  or not due.  Maker,  each  co-signer,
endorser, surety or guarantor acknowledge and agree that Payee may exercise its
right of set-off to pay all or any part of the  outstanding  principal  balance
and accrued  interest owed on this Note or on any other obligation of the Maker
to the Payee against any obligation  Payee may have,  now or hereafter,  to pay
money to Maker, each co-signer,  endorser,  surety or guarantor.  This right of
set-off includes, but is not limited to, the following:

                  (a) Any deposit, account balance,  securities account balance
or  certificate  of  deposit  balance  Maker has with  Payee  whether  special,
general, time, savings, checking or NOW account; and

                  (b) Any money owing to Maker on an item presented to Payee or
in Payee's possession for collection or exchange; and

                  (c)      Any repurchase  agreement or any other non-deposit  
obligation or any credit in favor of Maker.

If any such money is also owned by some other  person who has not agreed to pay
this Note (such as another  depositor  on a joint  account),  Payee's  right of
set-off will extend to the amount which could be withdrawn or paid  directly to
Maker on Maker's request, endorsement or instruction alone. In addition, (where
Maker may obtain  payment  from Payee only with the  endorsement  or consent of
someone who has not agreed to pay this  Note),  Payee's  right of set-off  will
extend to Maker's interest in the obligation. Payee's right of set-off will not
apply to any account if it clearly  appears that Maker's  rights in the account
are solely as a fiduciary  for another or to any  account,  which by its nature
and  applicable  law (for  example  an IRA or  other  tax  deferred  retirement
account),  must be exempt from the claims of creditors.  Maker hereby  appoints
Payee as its  attorney-in-fact and authorizes Payee to redeem or obtain payment
on any  certificate  of  deposit  in which  Maker has an  interest  in order to
exercise  Payee's  right  of  set-off.   Such  authorization   applies  to  any
certificate of deposit even if not matured.  Maker further  authorizes Payee to
assess and withhold any early  withdrawal  penalty  without  liability  against
Payee in the event such penalty is  applicable  as a result of Payee's  set-off
against a certificate of deposit prior to its maturity.

                  Payee's  right of set-off may be  exercised  upon an Event of
Default:

                           (a)      With immediate notification to Maker of 
such setoff; and

                           (b)      Without regard to the existence or value of
any collateral  securing this Note;

and

                            (c)     Without regard to the number or
creditworthiness of any other persons who have agreed to pay this Note.

Payee will not be liable for  dishonor of a check or other  request for payment
where there is insufficient  funds in the account (or other  obligation) to pay
such request because of Payee's exercise of its right of set-off.  Maker agrees
to indemnify and hold Payee harmless from any person's  claims,  arising as the
result of  Payee's  right of  set-off  and the costs  and  expenses,  including
without limitation, attorneys' fees.

         Collection  Expenses.  All parties  liable for the payment of the Note
agree to pay the Payee all  costs  incurred  by the  Payee,  whether  or not an
action be brought,  in  collecting  the sums due under the Note,  enforcing the
performance  and/or  protecting  its  rights  under the Loan  Documents  and in
realizing on any of the security  for the Note.  Such costs and expenses  shall
include, but are not limited to, filing fees, costs of publication,  deposition
fees,  stenographer  fees, witness fees and other court and related costs. Sums
advanced by the Payee for the payment of  collection  costs and expenses  shall
accrue interest at the Penalty Rate, from the time they are advanced or paid by
the Payee, and shall be due and payable upon payment by Payee without notice or
demand and shall be secured by the lien of the Loan Documents.

         Attorneys'  Fees. All parties liable for the payment of the Note agree
to pay the Payee reasonable  attorneys' fees incurred by the Payee,  whether or
not an action be brought, in collecting the sums due under the Note,  enforcing
the  performance  and/or  protecting its rights under the Loan Documents and in
realizing on any of the security for the Note. Such reasonable  attorneys' fees
shall  include,  but not be limited to, fees for attorneys,  paralegals,  legal
assistants,  and  expenses  incurred  in  any  and  all  judicial,  bankruptcy,
reorganization,  administrative,  receivership,  or other proceedings effecting
creditor's  rights and  involving a claim under the Note or any Loan  Document,
which such  proceedings  may arise  before or after entry of a final  judgment.
Such fees shall be paid  regardless  whether suit is brought and shall  include
all  reasonable  fees  incurred  by Payee at all  trial  and  appellate  levels
including  bankruptcy  court.  Sums  advanced  by the Payee for the  payment of
attorneys'  fees shall be due and payable upon payment by Payee without  notice
or demand and shall be secured by the lien of the Loan Documents.

Waiver and Consent.  By the making, signing, endorsement or guaranty of this
 Note:

                  (a) Maker and each co-signor,  endorser,  surety or guarantor
waive protest, presentment for payment, notice of dishonor, notice of intent to
accelerate and notice of acceleration;

                  (b) Each co-signer, endorser, surety or guarantor consents to
any renewals or extensions of time for payment on this Note;

                  (c) Maker and each co-signor,  endorser,  surety or guarantor
consents to Payee's release of any co-signer, endorser, surety or guarantor;

                   (d) Maker and each co-signor,  endorser, surety or guarantor
waive and consent to the release,  substitution or impairment of any collateral
securing this Note;

                  (e) Each co-signer, endorser, surety or guarantor consents to
any modification of the terms of this Note or any other Loan Document;

                  (f) Maker and each co-signor,  endorser,  surety or guarantor
consent to any and all sales, repurchases and participations of this Note to or
by any  person or  entity  in any  amounts  and  waive  notice  of such  sales,
repurchases and participations of this Note;

                  (g) Maker and each co-signor,  endorser,  surety or guarantor
consent to Payee's right of set-off as well as any  participating  bank's right
of set-off;

                  (h) Maker and each co-signor,  endorser,  surety or guarantor
waive the right of exemption under the  Constitution  and the laws of the State
of Florida; and

                  (i) Maker and each co-signor,  endorser,  surety or guarantor
promise to pay all collection  costs,  including  reasonable  attorneys'  fees,
whether incurred in connection with collection, trial, appeal or otherwise.

         Usury  Limitation.  The  parties  agree and intend to comply  with the
applicable usury law, and  notwithstanding  anything contained herein or in any
of the Loan Documents,  or other document related to the loan evidenced by this
Note,  the effective  rate of interest to be paid on this Note  (including  all
costs,  charges and fees which are  characterized  as interest under applicable
law) shall not exceed the maximum  contract  rate of interest  permitted  under
applicable  law, as it exists from time to time.  Payee agrees not to knowingly
collect or charge  interest  (whether  denominated  as fees,  interest or other
charges)  which will render the interest rate  hereunder  usurious,  and if any
payment of interest or fees by Maker to Payee would render this Note  usurious,
Maker  agrees to give Payee  written  notice of such fact with or in advance of
such payment.  If Payee should receive any payment which  constitutes  interest
under  applicable law in excess of the maximum  lawful  contract rate permitted
under applicable law (whether denominated as interest,  fees or other charges),
the amount of  interest  received  in excess of the  maximum  lawful rate shall
automatically  be applied to reduce the  principal  balance,  regardless of how
such sum is characterized or recorded by the parties.

         Joint and  Several.  The  obligations  of this Note shall be joint and
several. The Maker and all endorsers and all persons liable or to become liable
on this Note  consent to any and all  renewals  and  extensions  of the time of
payment  hereof and  further  agree  that at any time the terms of the  payment
hereof may be modified  without  affecting  the  liability of any party to this
Note or any person liable or to become liable with respect to any  indebtedness
evidenced thereby.

         No Obligation to Extend. Except as provided in this Note, on or before
the Maturity Date, Maker must repay the entire  principal  balance of this Note
and  unpaid  interest  then due.  The  Payee  shall be under no  obligation  to
refinance  the Note at  maturity.  Maker will  therefore  be  required  to make
payment out of other  assets Maker may own, or Maker will have to find a lender
willing to lend the money at prevailing market rates, which may be considerably
higher than the interest rate on this Note.

         Disclaimer of  Relationship.  The Maker and all co-signers, endorsers,
sureties and guarantors,  if any, to this obligation acknowledge that:

                  (a)  The  relationship  between  the  Payee,  Maker  and  any
co-signer,  endorser, surety or guarantor is one of creditor and debtor and not
one of partner or joint venturer;

                  (b) There exists no  confidential  or fiduciary  relationship
between  Payee and  Maker  and any  co-signer,  endorser,  surety or  guarantor
imposing a duty of disclosure upon the Payee; and

                  (c)  The  Maker  and  any  co-signer,   endorser,  surety  or
guarantor  have not relied on any  representation  of the Payee  regarding  the
merits of the use of proceeds of the loan.

Maker and any co-signer, endorser, surety or guarantor waive any and all claims
and causes of action which exist now or may exist in the future  arising out of
any breach or alleged breach of a duty on the part of the Payee to disclose any
facts material to this loan transaction and the use of the proceeds.

         Place of Execution; Choice of Law and Venue. This Note is executed and
delivered  in the State of  Georgia,  and shall be  governed by the Laws of the
State of Florida,  and the United States of America,  whichever the context may
require or permit.  The Maker and all  guarantors,  if any, to this  obligation
expressly  agree that proper  venue for any action  which may be brought  under
this Note in  addition  to any  other  venue  permitted  by law shall be Orange
County,  Florida.  Should Payee institute any action under this Note, the Maker
and all guarantors, if any, hereby submit themselves to the jurisdiction of any
court sitting in Florida.

         Severability.   If  any   provision   of  this  Note   shall  be  held
unenforceable  or void, then such provision shall be deemed  severable from the
remaining  provisions  and shall in no way  affect  the  enforceability  of the
remaining provisions nor the validity of this Note.

         Maker and Payee  Defined.  The term  "Maker"  includes  each and every
person  or  entity  signing  this Note and any  co-signers,  guarantors,  their
successors  and  assigns.  The term  "Payee"  shall  include  the Payee and any
transferee and assignee of Payee or other holder of this Note.

         Captions  and  Pronouns.  The  captions  and  headings  of the various
sections of this Note are for convenience  only, and are not to be construed as
confining or limiting in any way the scope or intent of the provisions  hereof.
Whenever  the context  requires  or permits,  the  singular  shall  include the
plural, the plural shall include the singular, and the masculine,  feminine and
neuter shall be freely interchangeable.

         Receipt of Copy. By signing this Note, Maker  acknowledges that it was
read by Maker prior to execution and a copy was received by Maker.

         Time of the  Essence.  Time is of the  essence  with  respect  to each
provision in this Note where a time or date for performance is stated. All time
periods or dates for performance stated in this Note are material provisions of
this Note.

         Waiver  of Trial by  Jury.  The  Maker  hereby,  and the  Payee by its
acceptance of this Note,  knowingly,  voluntarily and  intentionally  waive the
right either may have to a trial by jury in respect to any  litigation  arising
out of, under, or in connection with this Note and all Loan Documents and other
agreements executed or contemplated to be executed in connection  herewith,  or
arising out of, under, or in connection  with any course of conduct,  course of
dealing,  statements  (whether  verbal or written)  or action of either  party,
whether in connection  with the making of the loan,  collection of the loan, or
otherwise.  This  provision is a material  inducement  for the Payee making the
loan evidenced by this Note.

         Total Liability of Maker.  Notwithstanding anything to the contrary in
the Loan Documents,  the total liability of each Maker under the Loan Documents
shall not exceed the amount  disbursed to or on behalf of such Maker,  together
with interest costs and attorney fees.

         IN WITNESS  WHEREOF,  Maker has executed and delivered this instrument
this day and year first above written.
                                     
                         TRANSIT GROUP, INC., a Florida corporation


                         By:      /s/ Philip A. Belyew
                         Philip A. Belyew,
                         President and Chief Executive Officer