Exhibit 10.40

                SECURED CONVERTIBLE PROMISSORY NOTE

$750,000.00                                              Apollo Beach, Florida
                                                         March 19, 1998

      FOR VALUE RECEIVED, APOLLO INTERNATIONAL OF DELAWARE, INC., a Delaware
corporation, with an address at 6542 N. U.S. Highway 41, Suite 215, Apollo
Beach, Florida 33572 (the "Maker"), hereby promises to pay to the order of Oak
Point Investments, Inc.(the "Payee"), at 15700 W. Ten Mile Road, Suite 111, Oak
Park, MI 48075, or at such other place as may be designed by the Payee in
writing, the principal sum of Seven Hundred Fifty Thousand Dollars
($750,000.00), together with simple interest thereon at the rate of eight
percent (8%) per annum.

      1. PAYMENT TERMS. Interest shall commence to accrue from the date of this
secured convertible promissory note (the "Note") and shall be payable quarterly
commencing March 31, 1998, and continuing quarterly thereafter on each June 30,
September 30, December 31 and March 31, until this Note is repaid in full. The
entire unpaid principal balance of this Note, together with all accrued and
unpaid interest thereon, shall be due and payable in full on the date that is
twenty-four (24) months from the date of this Note (the "Maturity Date"). This
Note may be prepaid in whole or in part without premium or penalty. Any payment
in respect of this Note shall be applied first, to payment of accrued and unpaid
interest and the remainder shall be applied to payment of principal hereof.

      2. COLLATERAL. The repayment of this Note shall be secured by Maker's
accounts and inventory, as such terms are defined in Article 9 of Florida's
Uniform Commercial Code, and in respect thereof, Maker hereby grants Payee a
security interest in Maker's accounts and inventory. Maker shall cause to be
prepared, executed and filed a UCC-1 financing statement pertaining to the
accounts and inventory, which financing statement (i) shall designate Maker as a
secured party and (ii) shall designate such additional secured parties who,
together with Payee, shall have participated in a loan to Maker in the aggregate
amount of $1,000,000, of which this Note constitutes a part.

      3. CONVERSION RIGHTS.

         (a) RIGHT TO CONVERT. During the period beginning on the date that is
ninety (90) days from the date of this Note and ending on the earlier of the (i)
date this Note is repaid in full and (ii) the Maturity Date, this Note shall be
convertible, at the option of Payee, into such number of fully paid and
nonassessable shares of common stock of Maker as is determined by dividing (x)
the then remaining unpaid principal balance plus any accrued but unpaid interest
on the date the notice of conversion is given, by (y) three dollars and 25/100
($3.25) (the "Conversion Price").


<PAGE>


         (b) CONVERSION METHOD. To convert this Note into shares of Maker's
common stock hereunder, Payee shall give written notice to Maker (which notice
may be given by facsimile transmission) that such Payee irrevocably elects to
convert the Note and shall state therein the date of the conversion, the name or
names in which Payee wishes the certificate or certificates for shares of common
stock to be issued, and reasonable delivery instructions with respect thereto
("Notice of Conversion"). Promptly thereafter, such Payee shall surrender this
Note, duly marked "paid," at the office of Maker or at such other place
designated by Maker. Maker shall promptly as practicable issue and deliver to or
upon the order of such Payee, against delivery of the Note, a certificate or
certificates for the number of shares of common stock of Maker to which such
Payee shall be entitled. The Notice of Conversion may be given by Payee at any
time during the business day up to 2:00 p.m., Tampa, Florida time and such
conversion shall be deemed to have been made immediately prior to the close of
business on the date such Notice of Conversion is given. The person or persons
entitled to receive the shares of common stock of Maker issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of common stock of Maker at the close of business on such date.

         (c) FRACTIONAL SHARES OF COMMON STOCK. No fractional shares of common
stock of Maker or scrip shall be issued upon conversion of this Note in
accordance with this Section 3. In lieu of any fractional interest in a share of
common stock which would otherwise be deliverable to such Payee upon the
conversion of this Note, Maker shall pay such Payee cash equal to such fraction
multiplied by the Conversion Price.

         (d) TAXES. All shares of the common stock of Maker issued upon
conversion of this Note shall be validly issued, fully paid and nonassessable.
Maker shall pay any and all documentary stamp or similar issue or transfer taxes
(but excluding any income, franchise or similar taxes) that may be payable in
respect of any issue or delivery of shares of common stock on conversion of this
Note. Maker shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of shares of
common stock in a name other than that in which this Note was registered, and no
such issue or delivery shall be made unless and until the person requesting such
transfer has paid to Maker the amount of any such tax or has established to the
satisfaction of Maker that such tax has been paid or that no such tax is
payable.

         (e) RESTRICTIONS ON RESALE. The shares of common stock issued to Payee
upon conversion of this Note shall be "restricted securities" as defined under
the Securities Act of 1933, as amended (the "Act") and as such may not be sold,
pledged, hypothecated or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption from the
registration provisions of the Act. Further, until July 11, 1999, the shares of
common stock issued to Payee upon conversion of this Note may not be sold,
pledged, hypothecated or otherwise transferred by Payee without the prior
written consent of May Davis Group, Inc.

                                      -2-

<PAGE>


      4. DEFAULT AND ACCELERATION. The entire unpaid principal amount of this
Note, together with accrued but unpaid interest to date, if any, may, at Payee's
option, become immediately due and payable upon the occurrence of an Event of
Default as defined below. The term "Event of Default," as used herein, shall
mean the occurrence and continuation of any one or more of the following events:
(a) the failure of Maker to make payment pursuant to this Note, and such failure
is not cured within ten (10) days of the required due date; (b) the institution
by Maker (whether by petition, application, answer, consent or otherwise), of
any bankruptcy, insolvency, reorganization, readjustment of debt, arrangement,
dissolution, liquidation or similar proceeding, or the institution of any such
proceedings (by petition, application or otherwise) against Maker which shall
have remained undismissed for a period of ninety (90) days; (c) the adjudication
of Maker as a bankrupt or insolvent, or an assignment by Maker for the benefit
of creditors; or (d) a material breach by Borrower of the Loan and Security
Agreement by and between Borrower and Lender, dated of even date herewith.

      5.  SURRENDER. Upon payment in full of the principal amount of and
interest on this Note, this Note shall be surrendered to the Maker for
cancellation.

      6.  COLLECTION COSTS. If this Note is placed in the hands of an attorney
at law for collection, the Maker shall pay all costs of collection, including
reasonable attorney's fees.

      7.  WAIVER OF NOTICE. The Maker hereby waives notice of default,
presentment, demand for payment and protest.

      8.  GOVERNING LAW; JURISDICTION AND VENUE. This Note shall be governed by
and construed in accordance with the laws of the State of Florida.

      9.  NO WAIVER BY PAYEE. No failure on the part of Payee to exercise, and
no delay in exercising any right hereunder shall operate as a waiver thereof.

      10. SUCCESSORS AND ASSIGNS. This Note shall be binding upon the successors
and assigns of Maker and shall inure to the benefit of the successors and
assigns of Payee.

      IN WITNESS WHEREOF, Maker has executed this Note as of the date first
above written.

                               APOLLO INTERNATIONAL OF DELAWARE,
                               INC., a Delaware corporation

                               By: /s/ DAVID W. CLARKE
                                  -------------------------
                               Print Name: David W. Clarke
                               As Its: President

                                      -3-