Unassociated Document


    
      

    

    PROMISSORY
      NOTE

     

     

    
      	
              $450,000.00

            	
              [Orlando, FL]

            
	 	
              February
                [3], 2006

            


    

    


    David
      N. Weiker Sr.,
      ("Maker")
      hereby
      promises to pay to the order of Robert Simpson ("Lender"),
      his
      successors and assigns, in lawful money of the United States of America, the
      lesser of Four Hundred Fifty Thousand DOLLARS ($450,000.00) or the principal
      balance outstanding under this Promissory
      Note, together with accrued and unpaid interest thereon, at the rate or rates
      set forth below and on the
      dates
      and in the amounts set forth below.

    


    The
      unpaid principal amount of this Promissory Note shall bear interest at a rate
      per annum equal to five
      percent (5%) calculated on the basis of a 365 day year and the actual number
      of
      days elapsed. If any interest
      is determined to be in excess of the then legal maximum rate, then that portion
      of each interest payment representing an amount in excess of the then legal
      maximum rate shall be deemed a payment of principal and applied against the
      principal of the obligations evidenced by this Promissory Note.

    


    The
      principal amount of this Promissory Note shall be payable in four consecutive
      quarterly payments
      over a period of twelve months commencing on the date hereof and each such
      quarterly payment shall be in the amount of One Hundred Twelve Thousand Five
      Hundred Dollars ($112,500) plus all accrued and
      unpaid interest thereon. Accordingly, such payments shall be due and payable
      on
      May
      ___,
      2006,
      August 3, 2006,
      November 3,
      2006
      and
      February 3,
      2007
      (the "Maturity
      Date") at
      which
      time all outstanding principal and accrued and unpaid interest shall be due
      and
      payable in full.

    


    This
      Promissory Note may be prepaid in whole or in part at any time, without premium
      or penalty.

    


    In
      the
      event that Maker shall (i) fail to pay when due (whether at maturity, by reason
      of acceleration or otherwise) any principal of or interest on this Promissory
      Note or (ii) breach any of the covenants or agreements
      set forth in Section 5 or 6 if that certain Series C Preferred Stock Purchase
      Agreement, dated the date hereof, by and between Maker and Lender (each of
      (i)
      and (ii) being an "Event
      of Default"),
      then
      (A)
      if such
      payment of principal or interest is not made within 5 days of the due date,
      then
      Lender may declare all obligations (including without limitation, outstanding
      principal and accrued and unpaid interest thereon) under
      this Promissory Note to be immediately due and payable without presentment,
      demand, protest or any other notice of any kind, all of which are hereby
      expressly waived, and (B) such overdue amounts shall bear interest
      at a rate per annum equal to the otherwise applicable rate pursuant to paragraph
      2 above plus
      five
      percent
      (5)% per annum.

    


    This
      Promissory Note is secured pursuant to that certain Security Agreement, dated
      as
      of the date hereof, by and between Maker and Lender. Notwithstanding anything
      to
      the contrary contained herein or in the Security Agreement, but without in
      any
      manner impairing the validity of this Promissory Note, the Security
      Agreement or any security interest created thereof, in the event of any default
      under the terms of this Promissory
      Note, Lender will not hold Maker personally liable for payment of the
      obligations evidenced by this
      Promissory Note or for any other sums due as a result of any defaults under
      this
      Promissory Note, and the sole
      recourse of Lender for any and all such defaults shall be by exercise of the
      remedies provided in the Security
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Maker
      hereby waives presentment, demand, notice of dishonor, protest, notice of
      protest and all other demands,
      protests and notices in connection with the execution, delivery, performance,
      collection and enforcement
      of this Promissory Note. The Maker shall pay all costs of collection when
      incurred, including reasonable
      attorneys' fees, costs and expenses.

    


    This
      Promissory Note is being delivered in, is intended to be performed in, shall
      be
      construed and interpreted
      in accordance with, and be governed by the internal laws of, the State of Nevada
      without regard to principles of conflict of laws.

    


    This
      Promissory Note may only be amended, modified or terminated by an agreement
      in
      writing signed
      by
      the party to be charged. This Promissory Note shall be binding upon the heirs,
      executors, administrators,
      successors and assigns of the Maker and inure to the benefit of the Lender
      and
      its permitted successors,
      endorsees and assigns. This Promissory Note shall not be transferred without
      the
      express written consent of Lender, provided that if Lender consents to any
      such
      transfer or if notwithstanding the foregoing such a transfer occurs, then the
      provisions of this Promissory Note shall be binding upon any successor to Maker
      and shall inure to the benefit of and be extended to any holder
      thereof.

    


    


    
      	 	
              /s/
                David N. Weiker Sr.

            	 
	 	
              Signature
                of Maker

            	 
	 	 	 
	 	
              David
                N. Weiker Sr.

            	 
	 	
              Print
                Name

            	 
	 	 	 
	 	
              Address
                of Maker's Principal Residence:

            
	 	 	 
	 	
              1506
                Elkstone Ct. 

            	 
	 	
              Castleberry,
                FL 32707