Exhibit 10(h)(i)

                                 PROMISSORY NOTE
                                 ---------------

$1,000,000.00                                             Vega Alta, Puerto Rico

             FOR VALUE  RECEIVED,  MARGO CARIBE,  INC., a corporation  organized
and existing  under the laws of the  Commonwealth  of Puerto Rico (the "Maker"),
hereby  unconditionally  promises to pay to the order of Michael J.  Spector and
Margaret D. Spector (collectively the "Holders"), at the principal office of the
maker located at Road 690,  K.M.  5.8, Vega Alta,  Puerto Rico, or at such other
place as the  holder  hereof may from time to time  designate  in  writing,  the
principal sum of ONE MILLION DOLLARS ($1,000,000), in lawful money of the United
States of America  with  interest  thereon to be computed  from the date of this
Note until  satisfaction  thereof at a fluctuating rate of interest equal to the
Prime Rate. The entire  principal  balance of this Note shall be due and payable
on January 31, 2006 (the "Maturity  Date").  Interest shall be paid on a monthly
basis on the first day of each month  commencing on March 1, 2005.  For purposes
of this  Note,  "Prime  Rate"  shall  mean at any time the  fluctuating  rate of
interest announced publicly from time to time by Citibank,  N.A., in New York as
its "Prime", "Base" or "Reference" Rate.

       The  principal  balance  of this Note may be  prepaid in whole or in part
prior to the Maturity Date without premium or penalty.

       The  occurrence  of  any  one  or  more  of the  following  events  shall
constitute an event of default hereunder (Event of Default):

              i)     If the Maker fails to pay when due any payment of principal
or interest on this Note when due;

              ii)    If,  pursuant to or within the meaning of the United States
Bankruptcy  Code or any other  federal or state law  relating to  insolvency  or
relief of debtors (a Bankruptcy  Law),  the Maker shall (i) commence a voluntary
case or proceeding;  (ii) consent to the entry of an order for relief against it
in an involuntary case; (iii) consent to the appointment of a trustee, receiver,
assignee,  liquidator or similar  official;  or (iv) make an assignment  for the
benefit of its creditors;

              iii)   If a court of  competent  jurisdiction  enters  an order or
decree  under any  Bankruptcy  Law that (i) is for  relief  against  Maker in an
involuntary  case, (ii) appoints a trustee,  receiver,  assignee,  liquidator or
similar official for Maker or substantially all of Maker's properties,  or (iii)
orders  the  liquidation  of Maker,  and in each case the order or decree is not
dismissed within 120 days.

         Upon the  happening  of any  Event  of  Default,  the  whole of (a) the
principal sum of this Note, (b) interest and other sums as provided herein,  and
(c) all sums  advanced  and  costs  and  expenses  incurred  by the  Holders  in
connection  with the Debt  (defined  below) or any part  thereof,  any  renewal,
extension, or change of or substitution for the Debt or any part thereof, or the
acquisition or perfection of the security therefore, whether made or incurred at
the request of the Maker or the Holders (all the sums referred to in (a) through
(c) above  shall  collectively  be referred  to as the  "Debt")  shall,  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby expressly waived by the Maker,  become immediately due and payable at the


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option of the Holders.  In addition to the  foregoing,  the Holders may exercise
any and all other rights and remedies available to it under applicable law.

       The Maker shall pay all reasonable  costs and expenses  incurred by or on
behalf of the Holders in connection with the Holders'  exercise of any or all of
their rights and remedies under this Note, including reasonable  attorneys' fees
and expenses.

       This  Note  may not be  modified,  amended,  waived,  extended,  changed,
discharged or  terminated  orally or by any act or failure to act on the part of
the Maker or the  Holders,  but only by an  agreement  in writing  signed by the
party  against  whom  enforcement  of  any  modification,   amendment,   waiver,
extension, change, discharge or termination is sought.

       The Maker (and the undersigned  representative  of the Maker)  represents
that it has full power,  authority  and legal right to execute and deliver  this
Note and that this Note  constitutes  the valid and binding  obligations  of the
Maker.

       This Note shall, in all respects,  including all matters of construction,
validity and  performance,  be governed by and construed in accordance with, the
laws of the  Commonwealth of Puerto Rico. The undersigned  hereby submits to the
jurisdiction of the courts of the Commonwealth of Puerto Rico, San Juan Part, in
case of legal action for its collection.

       In Vega Alta, Puerto Rico, this 31 day of December, 2004.

                                                         MARGO CARIBE, INC.


                                           By:  /s/ Rene Llerandi
                                                ------------------------
                                           Name:   Rene Llerandi
                                           Title:     Vice President of Sales




















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