EXHIBIT 10.64
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                                 PROMISSORY NOTE

                                                                PRINCIPAL AMOUNT
                                                               $ 500,000.00 U.S.

     1.   PRINCIPAL AMOUNT:

     For value received,  ACTIVECORE  TECHNOLOGIES LTD. (the "Borrower") of 2275
Lakeshore Blvd. W., Ste. 401,  Toronto,  Ontario M8V 3Y3, hereby promises to pay
to or to the order of  INTERNATIONAL  BROTHERHOOD  OF  ELECTRICAL  WORKERS LOCAL
UNION 105 its successors  and assigns (the "Lender") at Toronto,  Ontario (or at
such  other  place as the lender  may from time to time  designate  by notice in
writing to the Borrower) the aggregate  principal  amount of $ 500,000.00  U.S.,
(the "Principal Amount") on the following terms:

     (a)  the term of this loan (the  "term")  shall be for a period of five (5)
years from the date of closing;

     (b)  no  principal  repayments  shall be required for the first year of the
term commencing from the date of closing but interest at the rate of 12% will be
due at the end of the first year of the term;  following the expiry of the first
year of the term  hereunder,  the principal  balance then  outstanding  shall be
amortized  over the f remaining  four (4) years of the term and be  repayable in
forty-eight  (48) equal monthly  instalments of principal  together with accrued
interest payable in arrears at the end of each year of the term hereunder;

     (c)  interest  shall be fixed  over the said  five year term at the rate of
12% per annum;

     (d)  the  outstanding  balance  may be prepaid  at anytime  during the term
hereof without notice or bonus,  provided that a minimum payment of 12% interest
per annum  for the  first  year of the term is paid,  or has been  paid,  to the
Lender.

     2.   CLOSING DATE:

     The "Closing Date"  hereunder shall be that date on which the loan proceeds
are advanced to the Borrower, or to the Borrower's solicitor in trust, following
release of the proceeds from any escrow or trust relationship.

     3.   AMENDMENTS:

     No amendment,  modification  or waiver of any provision of this  promissory
note or consent to any  departure  by the  Borrower  from any  provision of this
promissory  note is  effective  unless it is in writing and signed by the Lender
and then the amendment,  modification, waiver or consent shall be effective only
in respect of the specific instance and for the specific purpose for which it is
given.

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     4.   APPLICABLE LAW:

     This  promissory note shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada  applicable  therein.
The  parties  agree  that  any  action  under  or for  the  enforcement  of this
promissory note may be brought in the courts of the Province of Ontario, and the
parties attorn to the exclusive jurisdiction of those courts.

     5.   WAIVER OF BENEFITS:

     The  Borrower  hereby  waives the  benefits of demand and  presentment  for
payment, notice of non-payment, protest and notice of protest of this promissory
note.

     6.   SECURITY OF LENDER:

     (a)  The repayment of this promissory  note, and all sums for principal and
interest due hereunder  shall be secured by a first  position  General  Security
Agreement  over all assets of the  Borrower in favour of the  Lender,  excluding
leased equipment.

     (b)  The  Borrower and the Lender  acknowledge  and agree that further loan
advances  to the  Borrower  from other  Lenders are  contemplated  and that such
additional  loan advances shall also be secured under the said General  Security
Agreement granted by the Borrower in favour of the Lender, such further advances
to rank pari  passu with the  existing  loan  advance up to a maximum  amount of
$2,000,000.00 U.S. in total indebtedness from all Lenders.

     IN WITNESS WHEREOF the Borrower has executed this promissory note as of the
30th day of July, 2003.

                                          ACTIVECORE TECHNOLOGIES LTD.

                                          Per   /s/ [Brian MacDonald]
                                                --------------------------------
                                                Authorized d Signing Officer

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