Exhibit 4.3

                           CONVERTIBLE NOTE AGREEMENT


         This Convertible Note Agreement ("Agreement") dated as of January 15,
2002 (the "Effective Date") is made by and between Hand Brand Distribution,
Inc., a Florida corporation (the "Company") and those individuals listed on
Exhibit A, attached and incorporated by reference (individually a "Note Holder"
and collectively "Note Holders").

                                    RECITALS

A. The Note Holders are willing to lend Company the aggregate sum of Five
Hundred Thousand Dollars US (US$500,000) (collectively the "Obligations"), which
Obligations shall be evidenced by one or more Convertible Promissory Notes
("Notes"), the form of which is attached hereto as Exhibit B, all pursuant to
the terms and conditions described in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this agreement, the parties agree, represent and warrant as
follows:

RECITALS. The above recitals are true, correct and incorporated herein by
reference.

SALE AND PURCHASE OF THE NOTES

         A.       As of the Effective Date, the Company will authorize and sell
                  the Notes to the Note Holders, each of whom shall purchase the
                  principal amount of the Notes set forth on Exhibit A, subject
                  to the terms and conditions of this Agreement and in reliance
                  upon the representations and warranties contained in this
                  agreement. The purchase price for the Notes shall be one
                  hundred percent (100%) of the principal amount so purchased..
                  The Notes may be dated and issued separately but which will
                  all mature on January 15, 2005 (the "Maturity Date"), unless
                  terminated earlier pursuant to the terms and conditions of
                  this Agreement.

         B.       The Notes shall bear interest on the unpaid principal amount
                  at the rate of six percent (6.0%) per year, payable on January
                  15th of each year, through the Maturity Date. To the extent
                  that any Obligations, in all or in part, is outstanding at any
                  time after the Maturity Date, the interest rate shall be
                  twelve percent (12.0%) per year. For the purposes of
                  calculating interest for any period for which the interest
                  shall be payable, such interest shall be calculated on the
                  basis of a thirty (30) day month and a three hundred sixty
                  (360) day year.

         C.       The Company will promptly and punctually pay to Note Holders
                  or their nominee the interest on any of the Notes held by Note
                  Holders without presentment of the Notes. In the event any
                  Note Holder shall sell or transfer any of the Notes, such Note
                  Holder shall notify the Company of the name and address of the
                  transferee. In the event the Company defaults on any
                  installment of interest or principal, then any Note Holder
                  may, at such Note Holder's option, without notice, declare the
                  entire principal and the interest accrued thereon immediately
                  due and payable and may proceed to enforce the collection
                  thereof.

<PAGE>

         D.       Neither the Company nor any agent or employee acting in its
                  behalf (i) has offered the Notes or any underlying shares or
                  any portion thereof for sale to or solicited in any offer to
                  buy the same from anyone other than the Note Holders listed on
                  Exhibit A, and (ii) will sell or offer for sale the Notes or
                  any underlying shares or any portion thereof to or solicit any
                  offer to buy the Notes from anyone so as to bring the issuance
                  or sale thereof within the provisions of Section 5 of the
                  Securities Act of 1933, as amended ("Securities Act").

REPRESENTATIONS AND WARRANTIES BY THE COMPANY

         A.       The Company (i) is a corporation existing in good standing
                  under the laws of the State of Florida and (ii) has the
                  corporate power to own property and to carry on in the
                  business as it is now being conducted.

         B.       The Company has timely made all filings require of it by the
                  Securities Exchange Commission since its incorporation, which
                  are a part of its public record.

         C.       There is no action or proceeding pending or to the Company's
                  knowledge, threatened against the Company before any court or
                  administrative agency, the determination of which might result
                  in any material adverse change in the business of the Company.

         D.       The Company has title to the respective properties and assets
                  including the properties and assets reflected on the financial
                  statement for the year ending December 31, 2001 and which
                  assets and properties are subject to no liens, mortgages,
                  encumbrances or charges.

         E.       The Company is not a party to any contract or agreement or
                  subject to any restriction which materially and adversely
                  affects its business, property, assets, or financial
                  condition, and neither the execution nor delivery of this
                  Agreement, nor the confirmation of the transactions
                  contemplated herein, nor the fulfillment of the terms hereof,
                  nor the compliance with the terms and provisions hereof and of
                  the Notes will conflict with or result in the breach of the
                  terms, conditions or provisions or constitute a default, under
                  the Articles of Incorporation or of any Agreement or
                  instrument to which the Company is now a party upon conversion
                  of the Notes pursuant to the conversion privileges hereinafter
                  stated .

         F.       The Company has not declared, set aside, paid or made any
                  dividend or other distributions with respect to its capital
                  stock and has not made or caused to be made directly or
                  indirectly any payment or other distribution of any nature
                  whatsoever to any of the Note Holders of its capital stock
                  except for regular salary payments for services rendered and
                  the reimbursement of business expenses.

         G.       All of the equipment and other tangible assets of the Company,
                  if any, are in good condition and repair.

<PAGE>

         H.       The Company owns or possesses adequate licenses or other
                  rights to use all patents, trademarks, trade names, trade
                  secrets, and copyrights used in its business. No one has
                  asserted to the Company that its operations infringe on the
                  patents, trademarks, trade secrets or other rights utilized in
                  the operation of its business.

         I.       The Company shall reserve such number of shares of its common
                  stock as may, from time to time, be the maximum number of
                  shares issuable, assuming conversion of all the Notes into
                  fully paid and non-assessable shares of restricted Company
                  common stock ("Conversion Stock"), as contemplated herein.

REPRESENTATIONS AND WARRANTIES BY THE NOTE HOLDERS

Each Note Holder individually represents and warrants that:

         A.       The Note Holder is subscribing for the Notes for investment
                  purposes and not with the view to or for sale in connection
                  with any distribution thereof and that he has no present
                  intent to sell, give or otherwise transfer the Notes or Stock.
                  Upon conversion of the Note, the Conversion Stock will be
                  received by the Note Holder for investment purposes for its
                  own account, and not with the view to, or for resale in
                  connection with, any distribution thereof. Note Holder
                  understands that the Conversion Stock will not been registered
                  under the Securities Act, or under the securities laws of
                  various states, by reason of a specified exemption from the
                  registration provisions thereunder.

         B.       The Note Holder states that such Note Holder is a resident of
                  the State indicated on Exhibit A as to such Note Holder.

         C.       The Note Holder understands that investing in the Notes is a
                  highly speculative investment in a Company, which is insolvent
                  both from a legal and an equity standpoint.

         D.       The Note Holder has a net worth in excess one million dollars
                  ($1,000,000) exclusive of their residences and that they are
                  sophisticated investors who are knowledgeable about the
                  business.

         E.       The Note Holder shall hold the Conversion Stock indefinitely
                  unless such shares are subsequently registered under the
                  Securities Act and under applicable state securities laws or
                  an exemption from such registration is available. Note Holder
                  has been advised or is aware of the provisions of Rule 144
                  promulgated under the Securities Act which permits limited
                  resale of the securities purchased in a private placement
                  subject to the satisfaction of certain conditions including,
                  among other things, the availability of certain current public
                  information about Company and compliance with applicable
                  requirements regarding the holding period and the amount of
                  securities to be sold and the manner of sale.

         F.       The Note Holder has (i) received and carefully reviewed all
                  other information filed by Company pursuant to the Securities
                  Act or the Securities Exchange Act of 1934, as amended and
                  asked questions, including financial, of the Company's
                  management concerning the Company.

<PAGE>

         G.       The Note Holder represents is an "Accredited Investor" as the
                  term is defined in Rule 501(a) of Regulation D under the
                  Securities Act.

PREPAYMENT OF THE NOTES

         A.       So long as the Company's stock is trading on a "Principal
                  Market" at less than $1.00 per share for twenty consecutive
                  days, the Company shall have the right to make prepayments on
                  principal of the Notes at any time on ten (10) days prior
                  written notice to the Note Holders. Such prepayment shall be
                  accompanied by a payment of all accrued interest to date.
                  There shall be no premium for the amount so prepaid.

         B.       Principal Market" means the Nasdaq National Market, the Nasdaq
                  Small-Cap Market, the OTC Bulletin Board, the American Stock
                  Exchange or the New York Stock Exchange, whichever is at the
                  time the principal trading exchange or market for the Common
                  Stock. As of the date of this Agreement, the OTC Bulletin
                  Board Market is the Principal Market.

6.  CONVERSION.

         A.       The Note Holder of any of the Notes at any time up to on or
                  prior to the Maturity Date, or, as to any of the Notes to
                  which notice of prepayment shall have been given, at any time
                  up to the close of business on the third business day prior to
                  the day fixed for prepayment but not thereafter, may convert
                  the Notes in whole or in part into as many shares of
                  Conversion Stock as the principal amount of the Note on a one
                  share for $1.00 basis. If any of the Notes shall be converted
                  in part, the Company shall, without charge to the Note Holder
                  execute and deliver to the Note Holder a new Note for the
                  balance of the principal amount so converted.

         B.       All Notes shall automatically convert at any time the price of
                  the shares on the Principal Market as a publicly traded
                  security closes above three dollars ($3.00) per share for
                  twenty (20) trading consecutive days, on a one share of
                  Conversion Stock for $1.00 basis.

         C.       Upon conversion of any of the Notes, all accrued and unpaid
                  interest on the principal amount converted shall be paid to
                  the Note Holder by the Company in Conversion Stock on a one
                  share of Conversion Stock for $1.00 basis.

         D.       In the event the Company shall at any time divide its
                  outstanding shares of Common Stock into a greater number of
                  shares, the conversion price in effect immediately prior to
                  such subdivision should be proportionately reduced, and,
                  conversely, in the case of outstanding shares of Common Stock
                  of the Company shall be combined into a smaller number of
                  shares, the actual conversion price in effect immediately
                  prior to such combination shall be proportionately increased.

<PAGE>

         E.       In the event the Company shall declare a dividend or make a
                  distribution of any Stock of the Company payable in Common
                  Stock or in convertible securities, the aggregate maximum
                  number of shares of Common Stock available for issue in
                  payment of such dividend or distribution, or upon conversion
                  of or in exchange for such convertible securities available
                  for issue in payment of such dividend or distribution, shall
                  be deemed to have been issued or sold without consideration.

         F.       No fractional share of Common Stock shall be issued upon
                  conversion of any of the Notes. If any Holder of the Notes
                  shall have converted all the Notes held by him other than a
                  principal amount so small that less than a whole share of
                  Common Stock would be available for issue upon conversion
                  thereof, the Company may elect to prepay such balance, with
                  interest accrued thereon to the date fixed for prepayment, or
                  leave the same outstanding until the maturity of the Note.

         G.       In any reclassification or change of outstanding shares of
                  Common Stock available for issue upon conversion of the Notes
                  (other than a change in stated value or from no par to par
                  value) or in the case of any consolidation or merger of the
                  Company with any other corporation, or in the case of the sale
                  and conveyance to another corporation or person of the
                  property of the Company in its entirety or substantially as an
                  entirety, the Company shall, as a condition precedent to such
                  transaction, cause effective provisions to be made that each
                  Holder of the Notes then outstanding shall have the right
                  thereafter to convert the Notes into the kind and amount of
                  shares of Stock and other securities and property receivable
                  upon such reclassification, change, consolidation, merger,
                  sale or conveyance by a Holder of the number of shares of
                  Common Stock in the Company into which such Notes might have
                  been converted immediately prior to such reclassification,
                  change, consolidation, merger, sale or conveyance. In the
                  event of a change of control of the Company, it shall have the
                  right, at its option, to covert any or all of the Notes,
                  pursuant to the terms and conditions of this agreement.

7.  COVENANTS

         The Company covenants that so long as the Obligations under the Notes
         remain outstanding, the Company will cause its Common Stock to continue
         to be registered under Section 12(g) or 12(b) of the Exchange Act, will
         use its reasonable efforts to comply in all respects with its reporting
         and filing Obligations under the Exchange Act, and will not take any
         action or file any document (whether or not permitted by Exchange Act
         or the rules thereunder) to terminate or suspend such registration or
         to terminate or suspend its reporting and filing Obligations under said
         Act.

8.  EVENT OF DEFAULT

         A.       The breach of any of the events or conditions contained in
                  Section 7 of this Agreement shall constitute an event of
                  default under this Agreement. Any one or more of the Note
                  Holders of the Notes may give written notice of such breach
                  and if the Company shall within thirty (30) days after receipt
                  of such written notice have failed to correct such occurrence
                  or condition, then the Note Holder of anyone of the Notes may,
                  at its option and without notice, declare the entire principal
                  and interest accrued thereon immediately due and payable and
                  may proceed with collection.

<PAGE>

         B.       If the Company has made a material misrepresentation in
                  connection with this Agreement or with the transactions
                  contemplated by this Agreement, or if the Company makes an
                  assignment for the benefit of creditors, or a trustee or
                  receiver is appointed for the Company; or if any proceeding
                  involving the Company is commenced under any bankruptcy,
                  reorganization, arrangement, insolvency, statute or law, such
                  event shall be deemed a default which will immediately
                  entitled Holders of the Notes, at their option and without
                  notice, to declare the entire amount of interest accrued
                  thereon immediately due and payable and proceed to enforce the
                  collection thereof.

         C.       In case of default in the payment of any installment or
                  principal, the Note Holders of the Notes may, at their option
                  and without notice, declare the entire principal and the
                  interest accrued thereof immediately due and payable and may
                  proceed to enforce the collection thereof.

9.   SECURITIES MATTERS

         A.       Each Note Holder is aware that no federal or state or other
                  agency has passed upon or made any finding or determination
                  concerning the fairness of the transactions contemplated by
                  this Agreement or the adequacy of the disclosure of the
                  exhibits and schedules hereto and the Note Holder must forego
                  the Conversion Stock, if an, that such a review would provide.

         B.       Each Note Holder understands and acknowledges that neither the
                  Internal Revenue Service nor any other tax authority has been
                  asked to rule on nor has it ruled on the tax consequences of
                  the transactions contemplated hereby.

         C.       Each Note Holder understands that all certificates for the
                  Conversion Stock shall bear a legend in substantially the
                  following form:

         "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE
         SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
         OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN
         OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION
         WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

10.  MISCELLANEOUS

         A.       Any and all notices, approvals or other communications to be
                  sent to the parties shall be deemed validly and property given
                  if made in writing and delivered by hand or by registered or
                  certified mail, return receipt requested, and addressed to the
                  Company at its principal office or to the Note Holders of the
                  Notes at the addresses given to the Company by such Note
                  Holders.

<PAGE>

         B.       This Agreement may not be modified, amended or terminated
                  except by written agreement executed by all the parties
                  hereto.

         C.       The waiver of any breach or default hereunder shall not be
                  considered valid unless in writing and signed by the party
                  giving such notice and no waiver shall be deemed a waiver of
                  any subsequent breach or default of same.

         D.       The paragraph headings contained herein are for the purpose of
                  convenience only and are not intended to define or limit the
                  contents of such.

         E.       The validity, constructional interpretation and enforceability
                  of this Agreement and the Notes executed pursuant to this
                  Agreement shall be determined and governed by the laws of the
                  State of New York.

         F.       This Agreement shall be binding upon and inure to the benefit
                  of the company and its successors and assigns.

         G.       This Agreement may be executed in one or more counterparts,
                  each of which shall be deemed an original.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>



HAND BRAND DISTRIBUTION, INC
                                                  ATTEST:


BY: __________________________________   _________________________________
         CHIEF EXECUTIVE OFFICER                 SECRETARY




BY:____________________________________________
                  NOTE HOLDER


<PAGE>


                                    EXHIBIT A
                                  NOTE HOLDERS
<TABLE>
<CAPTION>


--------------------------------------- ------------------------------------- ---------------------- ---------------------
                                                                              STATE OF RESIDENCE/    PRINCIPAL AMOUNT OF
             NOTE HOLDER                              ADDRESS                    INCORPORATION              NOTE
--------------------------------------- ------------------------------------- ---------------------- ---------------------
<S>                                     <C>                                   <C>                    <C>
FIDRA Holdings, Ltd.                    One Cable Beach Court                 Foreign                $30,000.00
                                        Nassau Bahamas
--------------------------------------- ------------------------------------- ---------------------- ---------------------
John M. Taggart                         S.W. 32nd Street                      Florida                $15,300.00
                                        Miami, Florida  33130
--------------------------------------- ------------------------------------- ---------------------- ---------------------
WWStreet                                9048 Legends Lake Lane                Tenn.                  $16,000.00
                                        Knoxville, TN 37922
--------------------------------------- ------------------------------------- ---------------------- ---------------------
Vivie Matheos                                                                                        $5,000.00

--------------------------------------- ------------------------------------- ---------------------- ---------------------
Raffles-Toho, Inc                       494 Laguardia Place, Suite 3B         New York               $4,500.00
                                        New York, New York 10010
--------------------------------------- ------------------------------------- ---------------------- ---------------------
Geoff C. Murray                         8125 S.W. 83rd Place                  Florida                5,000
                                        Miami, Florida 33143
--------------------------------------- ------------------------------------- ---------------------- ---------------------
EMS Distributors                        4291 Old Ninefoot Road                Florida                $3,000.00
                                        Winter Haven, FL  33880
--------------------------------------- ------------------------------------- ---------------------- ---------------------
</TABLE>



-----------
Initialed


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<PAGE>

                                    EXHIBIT B

                           CONVERTIBLE PROMISSORY NOTE
                                   (TERM LOAN)


THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS
CONVERTIBLE PROMISSORY NOTE NOR ANY INTEREST THEREIN(INCLUDING THE SHARES OF
CLASS B NON-VOTING COMMON STOCK INTO WHICH THIS NOTE IS CONVERTIBLE) MAY BE
OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS THIS CONVERTIBLE
PROMISSORY NOTE IS FIRST REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND/OR QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR UNTIL
THE COMPANY SHALL HAVE RECEIVED AN OPINION OF LEGAL COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, THAT THIS CONVERTIBLE PROMISSORY NOTE MAY LAWFULLY
BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION
AND/OR QUALIFICATION IN RELIANCE UPON AN APPLICABLE EXEMPTION.

                         HAND BRAND DISTRIBUTION, INC..
                           CONVERTIBLE PROMISSORY NOTE
                Interest Rate: 6% per year through Maturity Date
                      12% per year following Maturity Date
               Convertible into shares of Restricted Common Stock
                       of Hand Brand Distribution, Inc..
                    at $1.00 per Share, subject to adjustment

                                                                Amount: $_______
Boca Raton, Florida                                         Dated: _______, 2002

For value received, HAND BAND DISTRIBUTION, INC., a Florida corporation whose
address is _____________________________ ("Company"), promises to pay to
_____________________, a(n) ______________________________ having an address of
_____________________________________________ ("Payee"), the principal amount of
__________________________________Dollars ($_______) (the "Obligations"),
together with interest from the date hereof as described below.

This Convertible Promissory Note ("Note") is issued pursuant to a Convertible
Note Agreement and Subscription Agreement (collectively the "Agreement") between
the Company and the Payee, in connection with an offering of up to $500,000
principal amount.



                                       2
<PAGE>

This Note is subject to the following terms and conditions:

1.       Principal and Interest Payments.
         -------------------------------

         a. This Note bears interest from the date hereof at a rate of at the
rate of (i) six percent (6%) per year through January 15, 2005 (the "Maturity
Date") and (ii) twelve percent (12%) January 16, 2005 and until such time as the
Obligations shall be paid or satisfied in full, which will accrue daily from the
date of this Note and be payable on the Maturity Date (as herein defined), which
interest payments may be made in the form of cash, shares of the Company's
restricted Common Stock, $.002 par value ("Common Stock") or a combination of
cash and shares.

         b. The entire unpaid principal, together with any accrued but unpaid
interest, shall be due and payable in full on January 15, 2005 (the "Maturity
Date").

         c. All computations of interest made or called for herein shall be made
on the basis of a 366-day year for the actual number of days elapsed.

         d. All payments due on this Note shall be applied first to accrued
interest, and second, to any remainder in payment of principal.

         e. Except as otherwise provided in this Note, all payments of principal
and interest on this Note shall be paid in the legal currency of the United
States of America.

2.       Optional Prepayments.
         --------------------

         a. So long as the Company's stock is trading on a "Principal Market",
as defined below, at less than $1.00 per share for twenty (20) consecutive
trading dates, the Company may, without penalty, prepay this Note in whole or in
part, at any time upon ten (10) days prior written notice to the Payee (the
"Company Notice"). Such prepayment shall be accompanied by a payment of all
accrued interest to day; provided that no there shall be no premiums for any
prepaid amounts.

         b. "Principal Market" means the Nasdaq National Market, the Nasdaq
Small-Cap Market, the OTC Bulletin Board, the American Stock Exchange or the New
York Stock Exchange, whichever is at the time the principal trading exchange or
market for the Common Stock. As of the date of this Agreement, the OTC Bulletin
Board Market is the Principal Market.

3.       Conversion of Note.
         -------------------

         a. At any time from the date hereof up to and including the Maturity
Date, or as to the Note, the Payee at any time up to on or prior to the Maturity
Date, or, as to any notice of prepayment shall have been given, at any time up
to the close of business on the third business day prior to the day fixed for
prepayment but not thereafter, may convert the Note in whole or in part into as
many fully paid and non-assessable shares of Common Stock as the principal
amount of the Note on a one share for $1.00 basis. If the Note shall be
converted in part, the Company shall, without charge to the Note Holder execute
and deliver to the Payee a new Note for the balance of the principal amount so
converted.


                                       3
<PAGE>

         b. The Note shall automatically convert at any time the price of the
shares on the principal market as a publicly traded security closes above three
dollars ($3.00) per share for twenty (20) trading consecutive days, on a one
share for $1.00 basis.

         c. Upon conversion of the Note, all accrued and unpaid interest on the
principal amount converted shall be paid to the Payee by the Company in Common
Stock on a one share of Common Stock for $1.00 basis.

         d. No fractional share of Common Stock shall be issued upon conversion
of any of the Notes. If the Payee shall have converted the Note held by him
other than a principal amount so small that less than a whole share of Common
Stock would be available for issue upon conversion thereof, the Company may
elect to prepay such balance, with interest accrued thereon to the date fixed
for prepayment, or leave the same outstanding until the maturity of the Note.

4.       Adjustment to Applicable Conversion Rate.
         ----------------------------------------

         a. Adjustment for Stock Splits and Subdivisions. In the event the
Company should at any time or from time to time after the date of issuance
hereof fix a record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock Equivalents")
without payment of any consideration by such holder for the additional shares of
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend distribution, split or subdivision if not record date
is fixed), the Conversion Price of this Note shall be appropriately decreased so
that the number of shares of Common Stock issuable upon conversion of this Note
shall be increased in proportion to such increase of outstanding shares.

         b. Adjustments for Reverse Stock Splits. If the numbers of shares of
Common Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price for this Note shall be
appropriately increased so that the number of shares of Common Stock issuable on
conversion hereof shall be decreased in proportion to such decrease in
outstanding shares.

5.       Place of Payment. Payment shall be made to Payee at the address for
Payee set forth herein or at such other place as Payee may designate in writing.


                                       4
<PAGE>

6.       Default.
         -------

         a. The occurrence of any of the following shall constitute an "Event of
Default" under this Note:

                  i.       Failure of Company to pay the principal and any
                           accrued interest in full on the Maturity Date of this
                           Note and the continuation of such failure for thirty
                           (30) business days after receipt by Company of notice
                           of such failure and demand for payment; or

                  ii.      Company's consent to the appointment of a receiver,
                           trustee or liquidator of itself or of a substantial
                           part of its property, or Company's admittance in
                           writing of its inability to pay its debts generally
                           as they become due, or Company's general assignment
                           for the benefit of creditors, or Company's filing of
                           a voluntary petition in bankruptcy, or a voluntary
                           petition or answer seeking reorganization in a
                           proceeding under any bankruptcy law (as now or
                           hereafter in effect), or the filing by Company of a
                           voluntary petition, answer or consent, seeking relief
                           under the provisions of any other now existing or
                           future bankruptcy or other similar law providing for
                           the reorganization or winding up of corporations, or
                           Company, fails to discharge within ninety (90) days
                           any involuntary petition in bankruptcy filed against
                           it or if it is adjudicated a bankrupt.

                  iii.     Any event of default described in Section 8 of the
                           Convertible Note Agreement, a copy of which is
                           attached to this Note.

         b. Upon the occurrence of any Event of Default, all amounts due under
this Note, including the unpaid balance of principal and interest hereof, shall
become immediately due and payable at the option of Payee, without demand or
notice whatsoever, and Payee may immediately and without demand exercise any of
Payee's rights and remedies granted herein, under applicable law, or which Payee
may otherwise have against Company or otherwise at law or equity.

7.       Assignment. The rights and Obligations of the Company and the Payee of
this Note shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties. The Payee may not endorse,
negotiate, transfer or assign (collectively, "transfer") this Note or Payee's
rights hereunder without the prior written consent of the Company, which consent
shall not be unreasonably withheld. Such consent may be withheld, among other
reasons, if such transfer would, in the reasonable opinion of the Company,
violate applicable securities laws.

8.       Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if telegraphed or mailed by registered or
certified mail, postage prepaid, at the respective addresses of the parties as
set forth herein. Any party hereto may by notice so given change its address for
future notice hereunder. Notice shall conclusively be deemed to have been given
when personally delivered or when deposited in the mail or telegraphed in the
manner set forth above and shall be deemed to have been received when delivered.


                                       5
<PAGE>

9.       No Shareholder Rights. Nothing contained in this Note shall be
construed as conferring upon the Payee or any other person the right to vote or
to consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of the Company or any other matters or any rights
whatsoever as a stockholder of the Company; and no dividends or other
distributions shall be payable or accrued in respect of this Note or the
interest represented hereby or the Conversion Shares obtainable hereunder until,
and only to the extent that, this Note shall have been converted into Common
Stock.

10.      Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to any
conflicts of law principles.

11.      WAIVER OF JURY TRIAL. THE COMPANY, BY EXECUTION HEREOF, AND THE PAYEE,
BY ACCEPTANCE HEREOF, MUTUALLY AND WILLINGLY WAIVE THE RIGHT TO A TRIAL BY JURY
OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR ARISING IN THE
FUTURE, INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS, DEFENSES,
COUNTERCLAIMS, CROSS CLAIMS, THIRD PARTY CLAIMS AND INTERVENER'S CLAIMS WHETHER
ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THE
TRANSACTIONS TO WHICH THIS NOTE RELATES.

               THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK




                                       6
<PAGE>


IN WITNESS WHEREOF, the Company has caused this Note to be executed on the day
and year first above written.


HAND BRAND DISTRIBUTION, INC.


By: _________________________________________

Name: ______________________________________

Its: __________________________________________





                                       7
<PAGE>

                                   EXHIBIT "A"


                             INSTRUCTIONS TO CONVERT

The undersigned hereby surrenders the attached Convertible Promissory Note due
__________, January 15, 2005 (the "Note") of Hand Brand Distribution, Inc., a
Florida corporation ("Company"), in the principal amount of $_______ for
conversion into shares of Company's restricted Common Stock ("Common Stock") in
accordance with Section 3 of the Note relating to voluntary conversion, as noted
below. Such Note was issued pursuant to that certain (i) Convertible Note
Agreement dated ______, 2002 with the Company (the "Note Agreement"), and the
(ii) Subscription Agreement dated _____, 200_ with the Company (the
"Subscription Agreement" and together with the Note Agreement, the
"Agreements"). The undersigned represents that he/she/it is the beneficial owner
and Payee of record of the Note, and that no other person has any lien, security
interest or interest of any kind in the Note and that he/she/it has full and
legal right to surrender the Note for conversion. The undersigned further renews
as to the shares of Common Stock to be issued to the undersigned pursuant to
these instructions the representations and warranties set forth in the
Agreements.

         ( ) The Undersigned elects to convert the Note in full including the
         remaining principal of $__________ and accrued interest of $________,
         which equals a conversion of $_____________.

         ( ) The Undersigned elects to convert the Note in part equal to a
         principal amount of $__________ and accrued interest of $________,
         which equals a conversion of $_____________. An identical Note shall be
         reissued for the amount of remaining principal.


Dated this _______ day of _____________________, ________.

In the presence of:

--------------------------------------
Witness


                                 -----------------------------------------------
                                            Signature of Note Payee


Signature guarantee:
Signature must be guaranteed by a commercial bank
or member firm of the New York Stock Exchange.


                                       8
<PAGE>

--------------------------------------------------------------------------------


                          HAND BRAND DISTRIBUTION, INC.

--------------------------------------------------------------------------------


                     CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT

NAME OF SUBSCRIBER:
                     -----------------------------------------------------

SUBSCRIPTION AMOUNT:
                     -----------------------------------------------------

STATE OF RESIDENCE:
                     -----------------------------------------------------

1.       SUBSCRIPTION. The undersigned hereby subscribes to the Notes set forth
         above of the Convertible Notes (the "Investment Securities") of Hand
         Brand Distribution, Inc. a corporation organized and existing under the
         laws of the State of Florida (the "Company"), and agrees to pay for
         such Investment Securities the amount set forth above in cash or by
         check subject to collection upon execution of this subscription
         agreement.

2.       ADOPTION OF TERMS. The undersigned understands, accepts and agrees to
         be bound by the terms of this offering as contained in the offering
         memorandum to which this subscription agreement relates.

3.       AGREEMENTS AND UNDERSTANDINGS OF THE UNDERSIGNED. The undersigned
         agrees and understands that:

         3.1.     The undersigned is entitled to full information about the
                  Company and its principals. Written materials describing the
                  Company and the Investment Securities (the "Investment
                  Documents") have been furnished to the undersigned prior to
                  execution of this subscription agreement and the undersigned
                  has been given the time required to read such materials, alone
                  or with the undersigned's advisor(s).

         3.2.     If the undersigned has made any deposit, escrow or other
                  payment in whole or in part toward the purchase of the
                  Investment Securities offered hereby before executing this
                  subscription agreement, the undersigned may elect to either:
                  (i) ratify the undersigned's investment and receive a credit
                  in full for such payment by execution of this subscription
                  agreement; or (ii) have returned on demand the full amount of
                  such payment, less distributions received by the undersigned,
                  if any, plus lawful interest, at which time the undersigned
                  will have no interest in or further obligation in regard to
                  the Investment Securities offered hereby.

         3.3.     The undersigned (or the entity for which the undersigned is
                  acting, if any) will not offer or sell all or any part of the
                  undersigned's Investment Securities until and unless the
                  Investment Securities are registered under the Securities Act
                  of 1933, as amended and under applicable state laws or unless
                  the undersigned has delivered to the Company an opinion of
                  counsel satisfactory to it that such registration is not
                  required.

         3.4.     No federal or state agency has made any finding or
                  determination as to the fairness for investment, nor
                  recommendation or endorsement, of the Investment Securities.


                                       9
<PAGE>

         3.5.     If the undersigned is neither a United States citizen nor a
                  resident of the United States, then the undersigned agrees:
                  (a) to supply the Company with any and all information
                  necessary so that the Company may satisfy any and all United
                  States legal reporting requirements; and (b) to indemnify the
                  Company for any liability incurred by the Company as a result
                  of its failure to withhold any taxes or comply with any
                  reporting requirements because the undersigned did not provide
                  the necessary information to the Company to enable it to
                  withhold the necessary taxes or fully comply with such
                  requirements. Furthermore, if the undersigned is a foreign
                  investor who fails to timely file appropriate and required
                  forms with us, the undersigned agrees, at the request of the
                  Company, to execute any and all documents and instruments
                  requested by the Company in order to consummate a sale or
                  disposition of the Investment Securities as required to comply
                  with law.

         3.6.     If the undersigned is an organization (other than a
                  cooperative described in Section 521 of the Internal Revenue
                  Code of 1986, as amended) whose income from the Company will
                  be exempt from United States income tax, the undersigned shall
                  so advise the Company.

         3.7.     THE OFFERING OF THESE SECURITIES IS NOT REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED
                  MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
                  INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE
                  SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE
                  SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
                  AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE TRANSFERABILITY
                  OF THE SECURITIES.

         3.8.     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
                  STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS
                  THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE
                  PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL
                  MATERIALS.

         3.9.     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
                  SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
                  PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL
                  MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                  OFFENSE.

4.       WARRANTIES OF THE UNDERSIGNED. The undersigned personally represents
         and warrants that:

         4.1.     The undersigned has reached the age of majority in the state
                  or country in which the undersigned resides.

         4.2.     The undersigned (or the entity for which the undersigned is
                  acting, if any) intends to retain indefinitely, and has no
                  present arrangement, understanding or agreement for disposing
                  of the Investment Securities and takes such Investment
                  Securities solely for the account of the name(s) which appear
                  below.

         4.3.     If a trust, corporation, partnership, or other entity, the
                  undersigned: (i) is duly organized and validly existing under
                  the laws of the state of formation; (ii) is duly authorized
                  and empowered to purchase the Investment Securities; (iii) was
                  not organized exclusively for the purpose of acquiring the
                  Investment Securities and has an independent reason for
                  existence beyond such investment; (iv) has duly authorized the




                                       10
<PAGE>

                  signatory hereto to execute this subscription agreement on
                  behalf of the undersigned, and, upon such execution, the
                  subscription agreement and any related documents shall be a
                  binding obligation of the undersigned; and (v) will, upon
                  request of counsel to the Company, furnish evidence of the
                  representations and warranties made herein, including
                  certified copies of the certificate (articles) of
                  incorporation, articles of (limited) partnership, or other
                  creating or implementing documents.

         4.4.     The undersigned is an Accredited Investor (described
                  hereinafter) under Regulation D of the General Rules and
                  Regulations of the Securities and Exchange Commission, and
                  either alone or with an advisor(s), has such knowledge and
                  experience in financial and business matters that the
                  undersigned is capable of evaluating the merits and risks of
                  the prospective investment.

         4.5.     It has been called to the undersigned's attention that this
                  investment involves a high degree of risk, and no assurances
                  are or have been made regarding the economic advantages, if
                  any, which may inure to the benefit of investors. The economic
                  benefit from an investment in the Investment Securities
                  depends on the ability of the Company to successfully conduct
                  its business activities. The accomplishment of such goals in
                  turn depends on many factors beyond the control of the Company
                  or its management. Accordingly, the suitability for any
                  particular investor of a purchase of the Investment Securities
                  will depend upon, among other things, such investor's
                  investment objectives and such investor's ability to accept
                  speculative risks, including the risk of a total loss of
                  investment in the Investment Securities. The undersigned and
                  the undersigned's advisor(s), if any, have carefully reviewed
                  and understand the risk of, and other considerations relating
                  to, a purchase of the Investment Securities.

         4.6.     The undersigned is able to bear the economic risks of this
                  investment, is able to hold the Investment Securities for an
                  indefinite period of time, and has sufficient net worth to
                  sustain a loss of the entire investment in the Company in the
                  event such loss should occur.

         4.7.     The undersigned and the undersigned's advisor(s), if any, have
                  relied only upon the information contained in the Investment
                  Documents made available to the undersigned and the
                  undersigned's advisor(s). Any other information concerning
                  this offering, whether oral or written, may be incomplete or
                  inaccurate. Only the Investment Documents are intended to be a
                  complete description of the offering and its terms.

         4.8.     The Company has answered all inquiries that the undersigned
                  and the undersigned's advisor(s), if any, have made of it
                  concerning the Company or any other matters relating to the
                  business and proposed operation of the Company and the offer
                  and sale of the Investment Securities. No oral statement,
                  printed material, or inducement which is contrary to the
                  information contained in the Investment Documents has been
                  given or made by or on behalf of the Company to the
                  undersigned or the undersigned's advisor(s), if any.

         4.9.     All of the representations and information provided by the
                  undersigned in this subscription agreement and any additional
                  information which the undersigned has furnished to the Company
                  with respect to the undersigned's financial position and
                  business experience is accurate and complete as of the date
                  that this subscription agreement was executed by the
                  undersigned. If there should be any material adverse change in
                  representations or information prior to the sale of the
                  Investment Securities subscribed for herein to the
                  undersigned, the undersigned will immediately furnish accurate
                  and complete information concerning any such material change
                  to the Company.


                                       11
<PAGE>

         4.10.    The undersigned represents, if the undersigned is subject to
                  the Employee Retirement Income Security Act of 1974 ("ERISA"),
                  that in making the proposed investment the undersigned is
                  aware of and has taken into consideration the diversification
                  requirements of Section 404(a)(1)(C) of ERISA, and has
                  concluded that the proposed investment is a prudent one.

5.       "NON-RESIDENT ALIEN" STATUS (IF APPLICABLE). If so indicated below, the
         undersigned represents and warrants that the undersigned (or the entity
         for which the undersigned is acting, if any) is not a citizen of the
         United States or Canada and is not, and has no present intention of
         becoming, a resident of the United States (defined as being any natural
         person physically present within the United States for at least 183
         days in a 12-month consecutive period or any entity who maintained an
         office in the United States at any time during a 12-month consecutive
         period). The undersigned understands that the Company may rely upon the
         representations and warranties of this paragraph as a basis for an
         exemption from registration of the Investment Securities under the
         Securities Act of 1933, as amended, and the provisions of relevant
         state securities laws.

6.       "ACCREDITED INVESTOR" STATUS. The undersigned falls within one of the
         following definitions of Accredited Investor:

FOR INDIVIDUALS:

[ ]      The undersigned is a natural person whose individual net worth, or
         joint net worth with spouse, exceeds $1,000,000 at the time of purchase
         of the Investment Securities.

[ ]      The undersigned is a natural person who had an individual income in
         excess of $200,000 in each of the last two years or joint income with
         spouse in excess of $800,000 in each of those years and reasonably
         expects to reach the same income level in the current year.

[ ]      The undersigned is either a director, executive officer or general
         partner of the Company, or a director, executive officer or general
         partner of a general partner of the Company.

         The undersigned further certifies that: (i) the undersigned (or the
undersigned's professional advisor(s)) has the capacity to protect the
undersigned's interests in this investment; (ii) the undersigned is able to bear
the economic risks of this investment; and (iii) the amount of the investment
does not exceed 10% of the undersigned's net worth or joint net worth with
spouse.

FOR ENTITIES:

[ ]      The undersigned is an institutional investor as provided in Regulation
         Section 230.501(a)(1) under the Securities Act of 1933.

[ ]      The undersigned is a private business development company within the
         meaning of Section 202(a)(22) of the Investment Advisers Act of 1940.

[ ]      The undersigned is any organization described in Section 501(c)(3) of
         the Internal Revenue Code, not formed for the specific purpose of
         acquiring the Investment Securities, with total assets in excess of
         $2,000,000.


                                       12
<PAGE>

[ ]      The undersigned is a trust with total assets in excess of $2,000,000,
         not formed for the special purpose of acquiring the Investment
         Securities, whose investment is directed by a person described in
         Regulation Section 230.506(b)(2)(ii) under the Securities Act of 1933.

[ ]      The undersigned is an entity owned entirely by any of the persons
         described above.

7.       ACCEPTANCE AND CONDITIONS OF INVESTMENT.

The undersigned agrees and is aware that:

         7.1.     The Company reserves the unrestricted right to reject any
                  subscription, and no subscription will be binding unless and
                  until accepted by it.

         7.2.     A legend in substantially the following form will be placed on
                  any certificate(s) evidencing the Investment Securities:

THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY
INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE LAW OF THE STATE OR
JURISDICTION WHERE SOLD, TRANSFERRED OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER
OR DISPOSITION SHALL QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION.

         7.3.     Stop transfer instructions will be placed with respect to the
                  Investment Securities so as to restrict resale or other
                  transfer thereof subject to further items hereof, including
                  the provisions of the legend set forth above.

         7.4.     Unless otherwise provided by law, the legend and stop transfer
                  instructions described above will be placed with respect to
                  any new certificate(s) or other document(s) issued upon
                  presentment by the undersigned of certificate(s) or other
                  document(s) for transfer.

8.       ACCURACY OF INFORMATION GIVEN. The undersigned certifies that the
         undersigned has given the information contained herein to the best of
         the undersigned's knowledge and answers thereto are complete and
         accurate. The undersigned agrees that the foregoing representations and
         warranties shall survive the purchase of the Investment Securities as
         well as any acceptance of this subscription for the Investment
         Securities.

9.       ELECTION OF PURCHASER REPRESENTATIVE. The undersigned understands that
         the undersigned is entitled to be advised by a purchaser representative
         or an equivalent advisor in making a decision to invest and that the
         undersigned must be so advised if the undersigned does not have
         sufficient knowledge and experience in financial and business matters
         to evaluate the merits and risks of this investment.

10.      INDEMNIFICATION. The undersigned acknowledges that the undersigned
         understands the meaning and legal consequences of the representations
         and warranties hereof, and hereby agrees to indemnify and hold harmless
         the Company, its affiliates, attorneys, accountants, agents, employees
         and any selling security holder from and against any and all loss,
         damage or liability, including, without limitation, reasonable
         attorneys fees incurred as a result of such breach, due to or arising
         out of a breach of any such representations or warranties. This
         indemnification shall not require that the Company shall have been
         determined by any federal, state or other authority or person to have
         qualified for any exemption from the registration provisions of federal
         or state securities laws, rules or regulations.


                                       13
<PAGE>

11.      ARBITRATION. The undersigned hereby agrees that any and all claims
         (other than claims for injunctive or other equitable relief) now or at
         any time hereafter as to which the Company, its affiliates, attorneys,
         accountants, agents or employees and the undersigned, the undersigned's
         successors or assigns may be adverse parties, whether arising out of
         this agreement or from any other cause, will be resolved by arbitration
         before the American Arbitration Association. Each party irrevocably
         consents to subject matter and personal jurisdiction before the
         American Arbitration Association. The parties covenant that under no
         conditions will any of them file any action at law against any other or
         bring any claim in any forum other than before the American Arbitration
         Association, and they agree that any litigation, if filed, shall be
         immediately dismissed upon application and shall be referred for
         arbitration hereunder with costs and attorneys' fees to the prevailing
         party. The situs of arbitration and any counterclaims shall be selected
         by the person against whom arbitration is sought provided that such
         situs is within the United States and is the situs of such person's
         principal residence or place of business. Any dispute concerning situs
         shall be determined by the American Arbitration Association.

         The parties shall restrict themselves to claims for compensatory
damages. No claims shall be made by any party for lost profits, punitive or
similar damages. The parties agree that any award or decision by the American
Arbitration Association shall be final and non-appealable except as to errors of
law. Any appeal from an award of the arbitrator shall be taken to the
appropriate court having jurisdiction over the situs of the arbitration. No bond
shall be required of any party on appeal, and no enforcement of the award shall
be granted until a determination of the appeal is final or until time to take an
appeal has expired. Each party shall pay their own attorneys fees and costs of
the arbitration and any appeal.

         It is the intent of the parties and their affiliates to deal with all
disputes between them by arbitration to the maximum degree allowed by law
(including claims against any party's current or former attorneys, accountants,
agents, employees, successors or assigns, if such person agrees to arbitration
on the terms contained herein), and if any claim or claims should be held not
subject to arbitration, only such claim or claims shall be excluded from this
paragraph.


                                       14
<PAGE>


--------------------------------------------------------------------------------


                          HAND BRAND DISTRIBUTION, INC.

--------------------------------------------------------------------------------

            SIGNATURE PAGE TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT



----------------------------------------------------------------------------
Name of Subscriber


----------------------------------------------------------------------------
Street


----------------------------------------------------------------------------
City, State, Zip Code


$
--------------------------------------------------------------------------
Amount of Subscription


By_________________________________________________________________________
Signature

Date:________________________________________________________________________

Taxpayer Identification Number _________________________________________________
                                  (Social Security number for individuals)

STATUS (if not individual):
(   )  Trust               (   )  Corporation
(   )  Partnership         (   )  Other _______________________________
(   )  IRA                                 (describe)


TITLE TO BE TAKEN BY (if not individual):

(   ) Joint Tenant with

 -----------------------------------------------------------------------------
                           (name of co-tenant)
(   ) Other (describe):___________________________________________


--------------------------------------------------------------------------------


_____   CHECK HERE IF YOU ARE AN ACCREDITED INVESTOR AS DEFINED IN PARAGRAPH 6.

_____   CHECK HERE IF YOU ARE NOT AN ACCREDITED INVESTOR AS DEFINED IN
        PARAGRAPH 6.

_____   CHECK HERE IF YOU ARE NOT A CITIZEN OR RESIDENT OF THE UNITED STATES
        OR CANADA.

--------------------------------------------------------------------------------

Accepted:
HAND BRAND DISTRIBUTION, INC.


By______________________________________________

Date:___________________________________________