SECURED PROMISSORY NOTE

$25,000.00                                                     February 28, 2001


         FOR VALUE RECEIVED, subject to the terms and conditions set forth
below, International Cosmetics Marketing Co., a Florida corporation (the
"COMPANY" or the "MAKER"), hereby promises to pay to the order of Nico P. Pronk
("HOLDER") on demand (the "MATURITY DATE"), the principal amount of Twenty Five
Thousand Dollars ($25,000.00) (the "NOTE") plus all accrued interest in arrears
from and including the date hereof on the principal balance from time to time
outstanding, compounded daily, at a rate per annum equal to six percent (6%).
This Note may be prepaid in whole or in part, at any time or from time to time,
without premium or penalty. Interest shall be calculated on the basis of actual
number of days elapsed over a year of 365 days. Notwithstanding any other
provision of this Note to the contrary, Holder does not intend to charge and the
Company shall not be required to pay any interest or other fees or charges in
excess of the maximum permitted by applicable law and any payments in excess of
such maximum shall be refunded to the Company or credited to reduce principal
hereunder. All payments received by Holder hereunder will be applied first to
costs of collection, if any, then to interest and the balance to principal.
Holder's rights under this Note shall be senior to any bank or other debt or
loan obligations, currently existing or subsequently made, of Maker.

         The payment of principal and interest will be made by check, wire
transfer, or such other means as Holder shall agree, in immediately available
United States funds sent to Holder at the address furnished to the Company for
that purpose.

         This Note will be registered on the books of the Company or its agent
as to principal and interest. Any transfer of this Note will be effected only by
surrender of this Note to the Company and reissuance of a new note to the
transferee.

         Payment of this Note is secured by a security interest in all assets of
the Maker and each of its affiliates and subsidiaries pursuant to a Security
Agreement of even date herewith between the Maker and the Holder.

         1. EVENTS OF DEFAULT. The outstanding principal and accrued interest on
this Note shall, at the option of Holder hereof, become due and payable without
notice or demand, upon the happening of any one of the following specified
events: (a) failure to pay any amount as herein set forth; (b) default in the
performance by the Company of any other obligation to Holder, which default is
not cured within thirty (30) days after written notice of such default from
Holder; (c) insolvency (however evidenced) or the commission of any act of
insolvency; (d) the making of a general assignment for the benefit of creditors;
(e) the filing of any petition or the commencement of any proceeding by the
Company for any relief under any bankruptcy or insolvency laws, or any laws
relating to the relief of debtors, readjustment of indebtedness,
reorganizations, compositions, or extensions; (f) the filing of any petition or
the commencement of any proceeding against the Company for any relief under any
bankruptcy or insolvency laws, or any laws relating to the relief of debtors,
readjustment of indebtedness, reorganizations, compositions, or extensions,
which proceeding is not dismissed within sixty (60) days; (g) suspension of the
transaction of the usual business of the Company; (h) the past or future making
of a false representation or warranty by the Company in connection with this
Note; or (i) any acquisition of the Company, whether by merger, sale of assets
or other transaction without first providing the Holder at least 10 calendar
days prior written notice.

         2. EXPENSES OF COLLECTION. The Company agrees to pay the Holder's
reasonable costs in collecting and enforcing this Note, including reasonable
attorney's and paralegal's fees.

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         3. WAIVER OR AMENDMENT. No waiver of any obligation of the Company
under this Note or any amendment to this Note shall be effective without the
prior express written consent of Holder hereof. A waiver by Holder of any right
or remedy under this Note on any occasion shall not be a bar to exercise of the
same right or remedy on any subsequent occasion or of any other right or remedy
at any time.

         4. NOTICE. Any notice required or permitted under this Note shall be in
writing and shall be deemed to have been given on the date of delivery, if
personally delivered to the party to whom notice is to be given, or on the fifth
business day after mailing, if mailed to the party to whom notice is to be
given, by certified mail, return receipt requested, postage prepaid to the most
recent address, specified by written notice, given to the sender pursuant to
this Section 4.

         5. WAIVER BY COMPANY. The Company hereby expressly waives presentment,
demand, and protest, notice of demand, dishonor and nonpayment of this Note, and
all other notices or demands of any kind in connection with the delivery,
acceptance, performance, default or enforcement hereof, and hereby consents to
any delays, extensions of time, renewals, waivers or modifications that may be
granted or consented to by Holder hereof with respect to the time of payment or
any other provision hereof.

         6. SEVERABILITY. In the event any one or more of the provisions of this
Note shall for any reason be held to be invalid, illegal or unenforceable, in
whole or in part or in any respect, or in the event that any one or more of the
provisions of this Note operate or would prospectively operate to invalidate
this Note, then and in any such event, such provision(s) only shall be deemed
null and void and shall not affect any other provision of this Note and the
remaining provisions of this Note shall remain operative and in full force and
effect and in no way shall be affected, prejudiced, or disturbed thereby.

         7. GOVERNING LAW. This Note shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.



INTERNATIONAL COSMETICS MARKETING CO.

By:
   -------------------------------------
Name:   Sonny Spoden
Title:  Chief Financial Officer