EXHIBIT 10.50

                                 PROMISSORY NOTE
<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
$1,000,000.00    05-30-2002                 400017332463                  00000016215      10085     [ILLEGIBLE]
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
          100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
          Miami, FL 33132                                    Miami, FL 33131
</TABLE>

<TABLE>
<S>                                <C>                      <C>
Principal Amount: 1,000,000.00     Initial Rate: 5.750%     Date of Agreement: May 30, 2002
</TABLE>

PROMISE T0 PAY. PHONE 1, INC ("Borrower") promises to pay to Eagle National Bank
of Miami ("Lender"), or order, in lawful money of the United States; of America,
on demand, the principal amount of One Million & 00/100 Dollars ($1,000,000.00)
or so much as may be outstanding, together with interest on the unpaid
outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance. The interest rate will
not increase above 25.000%.

PAYMENT. Borrower will pay this loan immediately upon Lender's demand. Payment
in full is due Immediately upon Lender's demand. Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning July 1, 2002, with all subsequent interest payments to be due on the
same day of each month after that. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid Interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges. The annual interest rate for this Note is computed on a 365/360 basis;
that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Wall Street
Prime Rate (the "Index"). The Index is not necessarily the lowest rate charged
by Lender on is loans. If the Index becomes unavailable during the term of this
loan, Lender may designate a substitute index after notice to Borrower. Lender,
will tell Borrower the current Index rate upon Borrower's request. The interest
rare change will not occur more often than each Day. Borrower understands that
Lender may make loans based on other rates as will. The Index currently is
4.750% per annum. The interest rate to be applied to the unpaid principal
balance of this Note will be at a rate of 1.000 percentage point over the Index,
rounded up to the nearest 0.125 percent, resulting in an initial rata of 5.750%
per annum. Notwithstanding the foregoing, the variable interest rate or rates
provided for in this Note will be subject to the following maximum rate. NOTICE:
Under no circumstances will the effective rate of interest on this Note be more
than (except for any higher default rate shown below) the lesser of 25.000% per
annum or the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked `'paid in full,
"'without recourse". or similar language. If Borrower sends such a payment,
Lender my accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to: Eagle
National Bank of Miami, 066006369, 701 Brickell Avenue Suite 1250 Miami, FL
33131.

LATE CHARGE. If a regularly scheduled interest payment is 10 days or more late,
Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
payment. If Lender demands payment of this loan and Borrower does not pay the
loan in full within 10 days after Lender's demand, Borrower also will be charged
5.000% of the unpaid portion of the sum of the unpaid principal plus accrued
unpaid interest

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 18.000% per annum, if and to
the extent that the increase does not cause the interest rate to exceed the
maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         Payment Default. Borrower fails to make any payment when due under this
         Note.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or in
         any of the related documents or to comply with or to perform any term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         Default in Favor of Third Parties. Borrower of any Granter defaults
         under any loan, extension of credit, security agreement, purchase or
         sales agreement, or any other, agreement, in favor of any other
         creditor or person that may materially affect any of Borrower's
         property or Borrower's ability to repay this Note or perform Borrower's
         obligations under this Note or any of the related documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished or becomes false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrowers existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout. or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower,

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any Guarantor of any of the indebtedness or any Guarantor
         does or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any guaranty of the indebtedness evidenced by this
         Note. In the event of a death, Lender, at its option, may, but shall
         not be required to, permit the Guarantor's estate to assume
         unconditionally the obligations arising under the guaranty In a manner
         satisfactory to Lender, and, in doing so, cure any Event of Default,

         Change In Ownership. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

<PAGE>
                                 PROMISSORY NOTE
                                   (Continued)

Loan No: 400017332463                                                     Page 2

         Insecurity. Lender in good faith believes itself insecure.

         Cure Provisions. If any default, other than a default in payment is
         curable and if Borrower has not been given a notice of a breach of the
         same provision of this Note within the preceding twelve (12) months, it
         may be cured (and no event of default will have occurred) if Borrower,
         after receiving written notice from Lender demanding cure of such
         default (1) cures the default within ten (10) days; or (2) if the cure
         requires more than ten (10) days, immediately initiates steps which
         Lender deems in Lender's sole discretion to be sufficient to cure the
         default and thereafter continues and completes all reasonable and
         necessary steps sufficient to produce compliance as soon as reasonably
         practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES: EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender the amount of these
costs and expenses, which includes. subject to any limits under applicable law,
Lender's reasonable attorneys' fees and Lender's legal expenses whether or not
there is a lawsuit, including reasonable attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other. (Initial Here )

GOVERNING LAW. This Note will be governed by. construed and enforced in
accordance with federal law and the laws of the State of Florida. This Note has
been accepted by Lender In the State of Florida.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $30.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrowers accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested only in writing by Borrower or as provided in this
paragraph. All communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender's office shown above The
following persons currently are authorized to request advances and authorize
payments under the line of credit until Lender receives from Borrower, at
Lender's address shown above, written notice of revocation of their authority:
Dario Echeverry, President of PHONE 1, INC; and Syed Arshad Naqvi, Chief
Financial Officer of PHONE 1, INC. Borrower agrees to be liable for all sums
either: (A) advanced in accordance with the instructions of an authorized person
or (B) credited to any of Borrower's accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender's internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if: (A) Borrower
or any guarantor is in default under the terms of this Note or any agreement
that Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (B) Borrower a any guarantor ceases
doing business or is insolvent; (C) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of the Note or
any other loan with Lender; (D) Borrower has applied funds provided pursuant to
this Note for purposes other than those authorized by Lender; or (E) Lender in
good faith believes itself insecure.

LOAN MODIFICATION. This Promissory Note is modifing, amending, restating and
renewing that certain Charge In Terms Agreement dated May 30, 2002 in the
original amount of One Million & 00/100 Dollars ($1,000,000.00), in favor of
Lender and given by Phone 1, Inc., with all prior renewals, increases,
decreases, consolidations and modifications.

PRIOR NOTE. That certain Promissory Note dated March 29, 2002 in the amount of
One Million & 00/100 Dollars ($1,000,000.00) and that certain Change In Terms
Agreement dated April 29, 2002 in the original amount of One Million & 00/100
Dollars (1,000,000.00) with all prior renewals, increases, decreases.
modifications and consolidations, where Florida Documentary Stamp required by
law when due was paid directly to the Department of Revenue.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: Eagle National
Bank of Miami 066006349 701 Brickell Avenue Suite 1250 Miami, FL 33131

GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not preclude Lenders right to
declare payment of this Note on its demand. If any part of this Note cannot be
enforced, this fact will riot affect the rest of the Note. Borrower does not
agree or intend to pay, and Lender does not agree or intend to contract for,
charge, collect, take, reserve or receive (collectively referred to herein as
"charge or collect"), any amount in the nature of interest or in the nature of a
fee for this loan, which would to any way or event (including demand,
prepayment, or acceleration) cause Lender to charge or collect more for this
loan than the maximum Lender would be permitted to charge or collect by federal
law or the law of thee State of Florida (as applicable). Any such excess
interest or unauthorized fee shall, instead of anything stated to the contrary,
be applied first to reduce the principal balance of this loan, and when the
principal has been paid in full, be refunded to Borrower. Lender may delay or
forgo enforcing any of its rights or remedies under this Note without losing
them. Borrower and any other person who signs, guarantees or endorses this Note,
to the extent allowed by law, waive presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability All
such parties agree that Larder may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lenders security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations under this Note are joint
and several.


<PAGE>
                                 PROMISSORY NOTE
                                   (Continued)

Loan No: 400017332463                                                     Page 3


PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISION. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:


PHONE 1, INC


By: /s/ Dario Echeverry
--------------------------------------------------
        Dario Echeverry, President of PHONE 1, INC

By: /s/ Syed Arshad Naqvi
----------------------------------------------------------
Syed Arshad Naqvi, Chief Financial Officer of PHONE 1, INC

<PAGE>
                            BUSINESS LOAN AGREEMENT

<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
$1,000,000.00    05-30-2002                 400017332463                  00000016215      10085     [ILLEGIBLE]
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
          100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
          Miami, FL 33132                                    Miami, FL 33131
</TABLE>

THIS BUSINESS LOAN AGREEMENT dated May 30, 2002, is made and executed between
PHONE 1. INC ("Borrower") and Eagle National Bank of Miami ("Lender") on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement ("Loan") Borrower understands and agrees
that: (A) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements as set forth in this
Agreement: (B) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this
Agreement.

TERM. This Agreement shall be effective as of May 30. 2002, and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full including principal, interest costs expenses
attorneys' fees, and other fees, and other fees and charges, or until May 30.
2003.

ADVANCE AUTHORITY. The following persons currently are authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority. Dario Echeverry, President of PHONE 1, INC; and Syed Arshad
Naqvi, Chief Financial Officer of PHONE 1, INC

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

         Loan Documents. Borrower shall provide to Lender the following
         documents for the Loan: (1) the Note; (2) guaranties; (3) together with
         all such Related Documents as Lender may require for the Loan: all in
         form and substance satisfactory to Lender and Lender's counsel.

         Borrower's Authorization. Borrower shall have provided in form and
         substance satisfactory to Lender properly certified resolutions, duly
         authorizing the execution and delivery of this Agreement, the Note and
         the Related Documents. In addition, Borrower shall have provided such
         other resolutions, authorizations, documents and instruments as Lender
         or its counsel, may require.

         Payment of Fees and Expenses. Borrower shall have paid to Lender all
         fees, charges, and other expenses which are then due and payable as
         specified in this Agreement or any Related Document.

         Representations and Warranties. The representations and warranties set
         forth in this Agreement, in the Related Documents, and in any document
         or certificate delivered to Lender under this Agreement are true add
         correct.

         No Event of Default. There shall not exist at the time of any Advance a
         condition which would constitute an Event of Default under this
         Agreement or under any Related Document

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists.

         Organization. Borrower is a corporation for profit which is, and at all
         times shall be, duly organized, validly existing, and in good standing
         under and by virtue of the laws of the State of Florida. Borrower is
         duly authorized to transact business in all other states in which
         Borrower is doing business, having obtained all necessary filings,
         governmental licenses and approvals for each state in which Borrower is
         doing business. Specifically, Borrower is. and at all times shall be,
         duly qualified as a foreign corporation in all states in which the
         failure to so quality would have a material adverse effect on its
         business or financial condition. Borrower has the full power and
         authority to own its properties and to transact the business in which
         it is presently engaged or presently proposes to engage. Borrower
         maintains an office at 100 North Biscayne Blvd Suite 2500 Miami, FL
         33132. Unless Borrower has designated otherwise in writing, the
         principal office is the office at which Borrower keeps its books and
         records including its records concerning the Collateral. Borrower will
         notify Lender prior to any change in the location of Borrower's state
         of organization or any change in Borrower's name. Borrower shall do all
         things necessary to preserve and to keep in full force and effect its
         existence, rights and privileges, and shall comply with all
         regulations, rules, ordinances, statutes, orders and decrees of any
         governmental or quasi-governmental authority or court applicable to
         Borrower and Borrower's business activities.

         Assumed Business Names. Borrower has filed or recorded all documents or
         filings required by law relating to all assumed business names used by
         Borrower. Excluding the name of Borrower, the following is a complete
         list of all assumed business names under which Borrower does business:
         None.

         Authorization. Borrower's execution, delivery, and performance of this
         Agreement and all the Related Documents have been duly authorized by
         all nceceesary action by Borrower and do not conflict with, result in a
         variation of, or constitute a default under (1) any provision of
         Borrowers articles of incorporation or organization, or bylaws, or any
         agreement or other instrument binding upon Borrower or (2) any law,
         governmental regulation, court decree, or order applicable to Borrower
         or to Borrower's properties

         Financial Information. Each of Borrower's financial statements supplied
         to Lender truly and completely disclosed Borrower's financial condition
         as of the date of the statement, and there has bean no material adverse
         change in Borrower's financial condition subsequent to the date of the
         most recent financial statement supplied to Lender. Borrower has no
         material contingent obligations except as disclosed in such financial
         statements.

         Legal Effect. This Agreement constitutes, arid any instrument or
         agreement Borrower is required to give under this Agreement when
         delivered will constitute legal, valid, and binding obligations of
         Borrower enforceable against Borrower in accordance with their
         respective terms.

         Properties. Except as contemplated by this Agreement or as previously
         disclosed in Borrower's financial statements or in writing to Lender
         and as accepted by Lender, and except for property tax liens for taxes
         not presently due and payable, Borrower owns and has good title to all
         of Borrower's properties free and clear of all Security Interests, and
         has not executed any security documents or financing statements
         relating to such properties All of Borrower's properties are titled in
         Borrower's legal name, and Borrower has not used or filed a financing
         statement under any other name for al least the last five (5) years.

         Hazardous Substances. Except as disclosed to and acknowledged by Lender
         in writing, Borrower represents and warrants that: (1) During the
         period of Borrower s ownership of Borrower's Collateral, there has been
         no use, generation, manufacture, storage, treatment, disposal, release
         or threatened release of any Hazardous Substance by any person on,
         under, about or from any of the Collateral. (2) Borrower has no
         knowledge of, or reason to believe that there has been (a) any breach
         or violation of any Environmental Laws; (b) any use, generation,
         manufacture, storage,

<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)

Loan No: 400017332463                                                     Page 2

         treatment, disposal, release or threatened release of any Hazardous
         Substance on, under, about or from the Collateral by any prior owners
         or occupants of any of the Collateral; or (c) any actual or threatened
         litigation or claims of any kind by any person relating to such
         matters. (3) Neither Borrower nor any tenant, contractor, agent or
         other authorized user of any of the Collateral shall use, generate,
         manufacture, store, treat, dispose of or release any Hazardous
         Substance on, under, about or from any of the Collateral; and any such
         activity shall be conducted in compliance with all applicable federal,
         state, and local laws, regulations, and ordinances, including without
         limitation all Environmental Laws. Borrower authorizes Lender and its
         agents to enter upon the Collateral to make such inspections and tests
         as Lender may deem appropriate to determine compliance of the
         Collateral with this section of the Agreement. Any inspections or tests
         made by Lender shall be at Borrower's expense and for Lender's purposes
         only and shall not be construed to create any responsibility or
         liability on the part of Lender to Borrower or to any other person. The
         representations and warranties contained herein are based on Borrower's
         due diligence in investigating the Collateral for hazardous waste and
         Hazardous Substances. Borrower hereby (1) releases and waives any
         future claims against Lender for indemnity or contribution in the event
         Borrower becomes liable for cleanup or other costs under any such laws,
         and (2) agrees to indemnify and hold harmless Lender against any and
         all claims, losses, liabilities, damages, penalties, and expenses which
         Lender may directly or indirectly sustain or suffer resulting from a
         breach of this section of the Agreement or as a consequence of any use,
         generation, manufacture, storage, disposal, release or threatened
         release of a hazardous waste or substance on the Collateral. The
         provisions of this section of the Agreement, including the obligation
         to indemnify, shall survive the payment of the Indebtedness and the
         termination, expiration or satisfaction of this Agreement and shall not
         be affected by Lender's acquisition of any interest in any of the
         Collateral, whether by foreclosure or otherwise.

         Litigation and Claims. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for unpaid
         taxes) against Borrower is pending or threatened, and no other event
         has occurred which may materially adversely affect Borrower's financial
         condition or properties, other than litigation, claims, or other
         events, if any, that have been disclosed to and acknowledged by Lender
         in writing.

         Taxes. To the best of Borrower's knowledge, all of Borrower's tax
         returns and reports that are or were required to be filed, have been
         filed, and all taxes, assessments and other governmental charges have
         been paid in full, except those presently being or to be contested by
         Borrower in good faith in the ordinary course of business and for which
         adequate reserves have been provided.

         Lien Priority. Unless otherwise previously disclosed to Lender in
         writing, Borrower has not entered into or granted any Security
         Agreements, or permitted the filing or attachment of any Security
         Interests on or affecting any of the Collateral directly or indirectly
         securing repayment of Borrowers Loan and Note, that would be prior or
         that may in any way be superior to Lender's Security Interests and
         rights in and to such Collateral.

         Binding Effect. This Agreement, the Note, all Security Agreements (if
         any), and all Related Documents are binding upon the signers thereof,
         as well as upon their successors, representatives and assigns, and are
         legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

         Notices of Claims and Litigation. Promptly inform Lender in writing of
         (1) all material adverse changes in Borrower's financial condition, and
         (2) all existing and all threatened litigation, claims, investigations,
         administrative proceedings or similar actions affecting Borrower or any
         Guarantor which could materially affect the financial condition of
         Borrower or the financial condition of any Guarantor.

         Financial Records. Maintain its books and records in accordance with
         GAAP, applied on a consistent basis, and permit Lender to examine and
         audit Borrower's books and records at all reasonable times.

         Financial Statments. Furnish Lender with the following::

                  Annual Statements. As soon as available, but in no event later
                  than ninety (90) days after the end of each fiscal year,
                  Borrower's balance sheet and income statement for the year
                  ended, reviewed by a certified public accountant satisfactory
                  to Lender.

                  Tax Returns. As soon as available, but in no event later than
                  thirty (30) days after the applicable filing date for the tax
                  reporting period ended, Federal and other governmental tax
                  returns, prepared by a professional accountant satisfactory to
                  Lender.

         All financial reports required to be provided under this Agreement
         shall be prepared in accordance with GAAP, applied on a consistent
         basis, and certified by Borrower as being true and correct.

         Additional Information. Furnish such additional information and
         statements, as Lender may request from time to time.

         Insurance. Maintain fire and other risk insurance, public liability
         insurance, and such other insurance as Lender may require with respect
         to Borrower's properties and operations, in form, amounts, coverages
         and with insurance companies acceptable to Lender. Borrower, upon
         request of Lender, will deliver to Lender from time to time the
         policies or certificates of insurance in form satisfactory to Lender,
         including stipulations that coverages will not be cancelled or
         diminished without at least thirty (30) days prior written notice to
         Lender. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Borrower or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest for the Loans, Borrower will provide
         Lender with such lender's loss payable or other endorsements as Lender
         may require.

         Insurance Reports. Furnish to Lender, upon request of Lender, reports
         on each existing insurance policy showing such information as Lender
         may reasonably request, including without limitation the following: (1)
         the name of the insurer; (2) the risks insured; (3) the amount of the
         policy; (4) thee properties insured; (5) the then current property
         values on the basis of which insurance has been obtained, and the
         manner of determining those values; and (6) the expiration date of the
         policy. In addition, upon request of Lender (however not more often
         than annually), Borrower will have an independent appraiser
         satisfactory to Lender determine, as applicable, the actual cash value
         or replacement cost of any Collateral. The cost of such appraisal shall
         be paid by Borrower.

         Guaranties. Prior to disbursement of any Loan proceeds, furnish
         executed guaranties of the Loans in favor of Lender, executed by the
         guarantor named below, on Lender's forms, and in the amount and under
         the conditions set forth in these guaranties.

                                 Name of Guarantor            Amount
                                 -----------------           ---------
                                 Jaime Gillinski             Unlimited

         Other Agreements. Comply with all terms and conditions of all other
         agreements, whether now or hereafter existing, between Borrower and any
         other party and notify Lender immediately in writing of any default in
         connection with any other such agreements.

         Loan Proceeds. Use all Loan proceeds solely for Borrower's business
         operations, unless specifically consented to the contrary by Lender in
         writing.

         Taxes. Charges and Liens. Pay and discharge when due all of its
         indebtedness and obligations, including without limitation all
         assessments, taxes, governmental charges, levies and liens, of every
         kind and nature, imposed upon Borrower or its properties, income, or
         profits, prior to the date on which penalties would attach, and all
         lawful claims that, if unpaid, might become a lien or charge upon any
         of Borrower's properties, income, or profits.

         Performance. Perform and comply, in a timely manner, with all terms,
         conditions, and provisions set forth in this Agreement, in the Related


<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)

Loan No: 400017332463                                                     Page 3

         Documents, and in all other instruments and agreements between Borrower
         and Lender. Borrower shall notify Lender immediately in writing of any
         default in connection with any agreement.

         Operations. Maintain executive and management personnel with
         substantially the same qualifications and experience as the present
         executive and management personnel; provide written notice to Lender of
         any change in executive and management personnel; conduct its business
         affairs in a reasonable and prudent manner.

         Environmental Studies. Promptly conduct and complete, at Borrower's
         expense, all such investigations, studies, samplings and testings as
         may be requested by Lender or any governmental authority relative to
         any substance, or any waste or by-product of any substance defined as
         toxic or a hazardous substance under applicable federal, state, or
         local law, rule, regulation, order or directive, at or affecting any
         property or any facility owned, leased or used by Borrower.

         Compliance with Governmental Requirements. Comply with all laws,
         ordinances, and regulations, now or hereafter in effect, of all
         governmental authorities applicable to the conduct of Borrower's
         properties, businesses and operations, and to the use or occupancy of
         the Collateral, including without limitatin, the Americans With
         Disabilities Act. Borrower may contest in good faith any such law,
         ordinance, or regulation and withhold compliance during any proceeding,
         including appropriate appeals, so long as Borrower has notified Lender
         in writing prior to doing so and so long as, in Lender's sole opinion,
         Lender's interests in the Collateral are not jeopardized. Lender may
         require Borrower to post adequate security or a surety bond, reasonably
         satisfactory to Lender, to protect Lender's interest.

         Inspection. Permit employees or agents of Lender at any reasonable time
         to inspect any and all Collateral for the Loan or Loans and Borrower's
         other properties and to examine or audit Borrower's books, accounts,
         and records and to make copies and memoranda of Borrower's books,
         accounts, and records. If Borrower now or at any time hereafter
         maintains any records (including without limitation computer generated
         records and computer software programs for the generation of such
         records) in the possession of a third party, Borrower, upon request of
         Lender, shall notify such arty to permit Lender free access to such
         records at all reasonable times and to provide Lender with copes of any
         records it may request, all at Borrower's expense.

         Compliance Certificates. Unless waived in writing by Lender, provide
         Lender at least annually, with a certificate executed by Borrower's
         chief financial officer, or other officer or person acceptable to
         Lender, certifying that the representations and warranties set forth in
         this Agreement are true and correct as of the date of the certificate
         and further certifying that, as of the date of the certificate, no
         Event of Default exists under this Agreement.

         Environmental Compliance and Reports. Borrower shall comply in all
         respects with any and all Environmental Laws; not cause or permit to
         exist, as a result of an intentional or unintentional action or
         omission on Borrower's part or on the part of any third party, on
         property owned and/or occupied by Borrower, any environmental activity
         where damage may result to the environment, unless such environmental
         activity is pursuant to and in compliance with the conditions of a
         permit issued by the appropriate federal, state or local governmental
         authorities; shall furnish to Lender promptly and in any event within
         thirty (30) days after receipt of any notice, summons, lien, citation,
         directive, letter or other communication from any governmental agency
         or instrumentality concerning any intentional or unintentional action
         or omission on Borrower's part in connection with any environmental
         activity whether or not there is damage to the environment and/or other
         natural resources.

         Additional Assurances. Make, execute and deliver to Lender such
         promissory notes, mortgages. deeds of trust, security agreements,
         assignments, financing statements, instruments, documents and other
         agreements as Lender or its attorneys may reasonably request to
         evidence and secure the Loans and to perfect all Security Interests.

  LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
  materially affect Lender's interest in the Collateral or ,if Borrower fails to
  comply with any provision of this Agreement or any Related Documents,
  including but not limited to Borrower's failure to discharge or pay when due
  any amounts Borrower is required to discharge or pay under this Agreement or
  any Related Documents, Lender on Borrower's behalf may (but shall not be
  obligated to) take any action that Lender deems appropriate, including but not
  limited to discharging or paying all taxes, liens, security interests,
  encumbrances and other claims, at any time levied or placed on any Collateral
  and paying all costs for insuring, maintaining and preserving any Collateral
  All such expenditures incurred or paid by Lender for such purposes will then
  bear interest et the rate charged under the Note from the date incurred or
  paid by Lender to the date of repayment by Borrower All such expenses will
  become a part of the Indebtedness and, at Lender's option, will (A) be payable
  on demand; (B) be added to the balance of the Note and be apportioned among
  and be payable with any installment payments to become due during either (1)
  the term of any applicable insurance policy; or (2) the remaining term of the
  Note; or (C) by, treated as a balloon payment which will be due and payable at
  the Note's maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

         Indebtedness and Liens. (1) Except for trade debt incurred in the
         normal course of business and indebtedness to Lender contemplated by
         this Agreement, create, incur or assume indebtedness for borrowed
         money, including capital issues, (2) sell, transfer, mortgage, assign,
         pledge, lease, grant a security interest in, or encumber any of
         Borrower's assets (except as allowed as Permitted Liens), or (3) sell
         with recourse any of Borrower's accounts, except to Lender.

         Continuity of Operations. (1) Engage in any business activities
         substantially different than those in which Borrower is presently
         engaged, (2) cease operations, liquidiate, merge transfer, acquire or
         consolidate with any other entity, change its name, dissolve or
         transfer or sell Collateral out of the ordinary course of business, or
         (3) pay any dividends on Borrower's stock (other than dividends payable
         in its stock), provided, however that notwithstanding the foregoing,
         but only so long as no Event of Default has occurred and is continuing
         or would result from the payment of dividends, if Borrower is a
         "Subchapter S Corporation" (as defined in the Internal Revenue Code of
         1986, as amended), Borrower may pay cash dividends on its stock to its
         shareholders from time to time in amounts necessary to enable the
         shareholders to pay income taxes and make estimated income tax payments
         to satisfy their liabilities under federal and state law which arise
         solely from their status as Shareholders of a Subchapter S Corporation
         because of their ownership of shares of Borrower's stock, or purchase
         or retire any of Borrower's outstanding shares or alter or amend
         Borrower's capital structure.

         Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance
         money or assets, (2) purchase, create or acquire any interest in any
         other enterprise or entity, or (3) incur any obligation as surety or
         guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any .other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in


<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)

Loan No: 400017332463                                                     Page 4

the future. However, this does not include any IRA or Keogh accounts, or any
trust accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums
owing on the debt against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

         Payment Default. Borrower fails to make any payment when due under the
         Loan.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Agreement or
         in any of the Related Documents or to comply with or to perform any
         term, obligation, covenant or condition contained in any other
         agreement between Lender and Borrower.

         Default In Favor of Third Parties Borrower or any Grantor defaults
         under any loan, extension of credit, security agreement, purchase or
         sales agreement, or any other agreement, in favor of any other creditor
         or person that may materially affect any of Borrower's or any Grantor's
         property or Borrower's or any Grantor's ability to repay the Loans or
         perform their respective obligations under this Agreement or any of the
         Related Documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this
         Agreement or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished or
         becomes false .or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Defective Collateralization. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral document to create a valid and perfected security
         interest or lien) at any time also for any reason.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure
         proceedings, whether by judicial proceeding, self-help, repossession or
         any other method by any creditor of Borrower of by any governmental
         agency against any collateral securing the Loan. This Includes a
         garnishment of any at Borrower's accounts, including deposit accounts,
         with Lender. However, this Event of Default shall not apply if there is
         a god faith dispute by Borrower as to the validity or reasonableness of
         the claim which is the basis of the creditor or forfeiture proceeding
         and if Borrower gives Lender written notice of the creditor or
         forfeiture proceeding and deposits with Lender monies or a surety bond
         for the creditor or forfeiture proceeding, in an amount determined by
         Lender, in its sole discretion, as being an adequate reserve or bond
         for the dispute.

         Events Affecting Guarantor. Any at the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any Guaranty at the Indebtedness In the event of a
         death, Lender, at its option, may, but shall not be required to, permit
         the Guarantor's estate to assume unconditionally the obligations
         arising under the guaranty in a manner satisfactory to Lender, and. in
         doing so, cure any Event of Default.

         Change In Ownership. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of the Loan is impaired.

         Insecurity. Lender in goad faith believes itself insecure.

         Right to Cure. If any default, other than a default on Indebtedness, is
         curable and if Borrower or Grantor, as the case may be, has not been
         given a notice of a similar default within the preceding twelve (12)
         months, it may be cured (and no Event of Default will have occurred) if
         Borrower or Grantor, as the case may be, after receiving written notice
         from Lender demanding cure of such default; (l) cure the default within
         ten (10) days, or (2) if the cure requires more than ten (10) days,
         immediately initiate steps which Lender deems in Lender's sole
         discretion to be sufficient to cure the default and thereafter continue
         and complete all reasonable and necessary steps sufficient to produce
         compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case at an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or concurrently
Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

OPERATING ACCOUNT. Borrower hereby acknowledges to Lender that during the life
of the Line of Credit Borrower shall maintain its Operating Account with Lender
with sufficient collected balances to provide for the monthly automatic payments
of Interest payments.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         Amendments. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters sat each in this Agreement No alteration of or amendment to
         this Agreement shall be effective unless given in writing and signed by
         the party or parties sought to be charged or bound by the alteration or
         amendment

         Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of
         Lender's costs and expenses, including Lender's reasonable attorneys'
         fees and Lender's legal expenses, incurred in connection with the
         enforcement of this Agreement. Lender may hire or pay someone else to
         help enforce this Agreement, and Borrower shall pay the costs and
         expenses of such enforcement. Costs and expenses include Lender's
         reasonable attorneys' fees and legal expenses whether or not there is a
         lawsuit, including reasonable attorneys' fees and legal expenses for
         bankruptcy proceedings (including efforts to modify or vacate any
         automatic stay or injunction), appeals, and any anticipated post
         judgment collection services. Borrower also shall pay all court costs
         and such additional fees as may be directed by the court.

         Caption Headings. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         Consent to Loan Participation, Borrower agrees and consents to Lender's
         sale or transfer, whether now or later, of one or more participation
         interests in the Loan to one or more purchasers, whether related or
         unrelated to Lender. Lender may provide, without any limitation
         whatsoever, to any one or more purchasers, or potential purchasers. any
         information or knowledge Lender may have about Borrower or about any
         other matter relating to the Loan, and Borrower hereby waives any
         rights to privacy Borrower may have with respect to such matters
         Borrower additionally waives any and all notices of sale of
         participation interests, as well as all notices of any repurchase of
         such participation interests. Borrower also agrees that the purchasers
         of any such participation interests will be considered as the absolute
         owners of such interests in the Loan and well have

<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)

Loan No: 400017332463                                                     Page 5

         all the rights granted under the participation agreement or agreements
         governing the sale of such participation interests. Borrower further
         waives all rights of offset or counterclaim that it may have now or
         later against Lender or against any purchaser of such a participation
         interest and unconditionally agrees that either Lender or such
         purchaser may enforce Borrower's obligation under the Loan irrespective
         of the failure or insolvency of any holder of any interest in the Loan.
         Borrower further agrees that the purchaser of any such participation
         interests may enforce its interests irrespective of any personal claims
         or defenses that Borrower may have against Lender.

         Governing Law. This Agreement will be governed by, construed and
         enforced in accordance with federal law and the laws of the State of
         Florida. This Agreement has been accepted by Lender in the State of
         Florida.

         No Waiver by Lender. Lender shall not be deemed to have waived any
         rights under this Agreement unless such waiver is given in writing and
         signed by Lender. No delay or omission on the part of Lender in
         exercising any right shall operate as a waiver of such right or any
         other right. A waiver by Lender of a provision of this Agreement shall
         not prejudice or constitute a waiver of Lender's right otherwise to
         demand strict compliance with that provision or any other provision of
         this Agreement. No prior waiver by Lender, nor any course of dealing
         between Lender and Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any of Borrower's
         or any Grantor's obligations as to any future transactions. Whenever
         the consent of Lender is required under this Agreement, the granting of
         such consent by Lender in any instance shall not constitute continuing
         consent to subsequent instances where such consent is required and in
         all cases such consent may he granted or withheld in the sole
         discretion of Lender.

         Notices. Any notice required to be given under this Agreement shall be
         given in writing, and shall be effective when actually delivered, when
         actually received by telefacsimile (unless otherwise required by law),
         when deposited with a nationally recognized overnight courier, or, if
         mailed, when deposited in the United States mail, as first class,
         certified or registered mail postage prepaid, directed to the addresses
         shown near the beginning of this Agreement. Any party may change its
         address for notices under this Agreement by giving written notice to
         the other parties, specifying that the purpose of the notice is to
         change the party's address. For notice purposes, Borrower agrees to
         keep Lender informed at all times of Borrower's current address. Unless
         otherwise provided or required by law, if there is more than one
         Borrower, any notice given by Lender to any Borrower is deemed to be
         notice given to all Borrowers.

         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be illegal, invalid, or unenforceable as to any
         circumstance, that finding shall not make the offending provision
         illegal, invalid, or unenforceable as to any other circumstance. If
         feasible, the offending provision shall be considered modified so that
         it becomes legal, valid and enforceable. If the offending provision
         cannot be so modified, it shall be considered deleted from this
         Agreement. Unless otherwise required by law, the illegality,
         invalidity, or unenforceability of any provision of this Agreement
         shall not affect the legality, validity or enforceability of any other
         provision of this Agreement.

         Subsidiaries and Affiliates of Borrower. To the extent the context of
         any provisions of this Agreement makes it appropriate, including
         without limitation any representation, warranty or covenant, the word
         "Borrower" as used in this Agreement shall include all of Borrower's
         subsidiaries and affiliates. Notwithstanding the foregoing however,
         under no circumstances shall this Agreement be construed to require
         Lender to make any Loan or other financial accommodation to any of
         Borrower's subsidiaries or affiliates.

         Successors and Assigns. All covenants and agreements contained by or on
         behalf of Borrower shall bind Borrower's successors and assigns and
         shall inure to the benefit of Lender and its successors and assigns.
         Borrower shall not, however, have the right to assign Borrower's rights
         under this Agreement or any interest therein, without the prior written
         consent of Lender.

         Survival of Representations and Warranties. Borrower understands and
         agrees that in extending Loan Advances, Lender is relying an all
         representations, warranties, and covenants made by Borrower in this
         Agreement or in any certificate or other instrument delivered by
         Borrower to Lender under this Agreement or the Related Documents.
         Borrower further agrees that regardless of any investigation made by
         Lender, all such representations, warranties and covenants will survive
         the extension of Loan Advances and delivery to Lender of the Related
         Documents, shall be continuing in nature, shall be deemed made and
         redated by Borrower at the time each Loan Advance is made, and shall
         remain in full force and affect until such time as Borrower's
         Indebtedness shall be paid in full, or until this Agreement shall be
         terminated in the manner provided above, whichever is the last to
         occur.

         Time is of the Essence. Time is of the essence in the performance of
         this Agreement.

         Waive Jury. All parties to this Agreement hereby waive the right to any
         jury trial in any action, proceeding or counterclaim brought by any
         party against any other party. (Initial Here )

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms riot otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

         Advance. The word "Advance" means a disbursement of Loan funds made, or
         to be made, to Borrower or on Borrower's behalf on a line of credit or
         multiple advance basis under the terms and conditions of this
         Agreement.

         Agreement. The word "Agreement" means this Business Loan Agreement, as
         this Business Loan Agreement may be amended or modified from time to
         time, together with all exhibits and schedules attached to this
         Business Loan Agreement from time to time.

         Borrower. The word "Borrower" means PHONE 1, INC.

         Collateral. The word "Collateral" means all property and assets granted
         as collateral security for a Loan, whether real or personal property,
         whether granted directly or indirectly, whether granted now or in the
         future, and whether granted in the form of a security interest,
         mortgage, collateral reengage, deed of trust, assignment, pledge, crop
         pledge, chattel mortgage, collateral chattel mortgage, chattel trust,
         factor's lien, equipment trust, conditional sale, trust receipt, lien,
         charge, lien or title retention contract, lease or consignment intended
         as a security device, or any other security or lien interest
         whatsoever, whether created by law, contract, or otherwise.

         Environmental Laws. The words "Environmental Laws" mean any and all
         state, federal and local statutes, regulations and ordinances relating
         to the protection of human health or the environment, including without
         limitation the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation
         Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and
         Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
         state or federal laws, rules, or regulations adopted pursuant thereto.

         Event of Default. The words "Event of Default" mean any of the events
         of default set forth in this Agreement in the default section of this
         Agreement.

         GAAP. The word "GAAP" means generally accepted amounting principles.

         Grantor. The word "Grantor" means each and all of the persons or
         entities granting a Security Interest in any Collateral for the Loan,
         including

<PAGE>
                            BUSINESS LOAN AGREEMENT
                                  (Continued)

Loan No: 400017332463                                                     Page 6

         without limitation all Borrowers granting such a Security Interest.

         Guarantor. The word "Guarantor" means any guarantor, surety, or
         accommodation party of any or all of the Loan.

         Guaranty, The word "Guaranty" means any guaranty from Guarantor to
         Lender, including without limitation a guaranty of all or part of the
         Note.

         Hazardous Substances. The words "Hazardous Substances" mean materials
         that, because of their quantity, concentration or physical, chemical or
         infectious characteristics, may cause or pose a present or potential
         hazard to human health or the environment when improperly used,
         treated, stored, disposed of, generated, manufactured, transported or
         otherwise handled. The words "Hazardous Substances" are used in their
         very broadest sense and include without limitation any and all
         hazardous or toxic substances, materials or waste as defined by or
         listed under the Environmental Laws. The term "Hazardous Substances"
         also includes, without limitation, petroleum and petroleum by-products
         or any fraction thereof and asbestos.

         Indebtedness. The word "Indebtedness" means the indebtedness evidenced
         by the Note or Related Documents, including all principal and interest
         together with all other indebtedness and costs and expenses far which
         Borrower is responsible under this Agreement or under any of the
         Related Documents

         Lender. The word "Lender" means Eagle National Bank of Miami, its
         successors and assigns.

         Loan. The word "Loan" means any and all loans and financed
         accommodations from Lender to Borrower whether now or hereafter
         existing, and however evidenced, including without limitation those
         loans and financial accommodations described herein or described on any
         exhibit or schedule attached to this Agreement from time to time.

         Note. The word "Note" means the Note executed by PHONE 1, INC in the
         principal amount of $1,000,000.00 dated May 30, 2002, together with all
         renewals of, extensions of, modifications of, refinancings of,
         consolidations of, and substitutions for the note or credit agreement.

         Permitted Liens. The words "Permitted Liens" mean (1) liens and
         security interests securing Indebtedness owed by Borrower to Lender;
         (2) (liens for taxes, assessments, or similar charges either not yet
         due or being contested in good faith; (3) liens of materialmen,
         mechanics, warehousemen, or carriers, or other like liens arising in
         the ordinary course of business and securing obligations which are not
         yet delinquent; (4) purchase money liens or purchase money security
         interests upon or in any property acquired or held by Borrower in the
         ordinary course of business to secure indebtedness outstanding on the
         date of this Agreement or permitted to be incurred under the paragraph
         of this Agreement titled "Indebtedness and Liens"; (5) liens and
         security interests which, as of the date of this Agreement, have been
         disclosed to and approved by the Lender in writing; and (6) those liens
         and security interests which in the aggregate constitute an immaterial
         and insignificant monetary amount with respect to the net value of
         Borrower's assets.

         Related Documents. The words "Related Documents" mean all promissory
         notes, credit agreements, loan agreements, environmental agreements,
         guaranties, security agreements, mortgages, deeds of trust, security
         deeds, collateral mortgages, and all other Instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Loan.

         Security Agreement. The words "Security Agreement" mean and include
         without limitation any agreements, promises, covenants, arrangements,
         understandings or other agreements, whether created by law, contract,
         or otherwise, evidencing, governing, representing, or creating a
         Security Interest.

         Security Interest. The words "Security Interest" mean, without
         limitation, any and all types of collateral security, present and
         future, whether in the form of a lien, charge, encumbrance, mortgage,
         deed of trust, security deed, assignment, pledge, crop pledge, chattel
         mortgage, collateral chattel mortgage, chattel trust, factor's lien,
         equipment trust, conditional sale, trust receipt, lien or title
         retention contract, lease or consignment intended as a security device,
         or any other security or lien interest whatsoever whether created by
         law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED MAY 30, 2002.

BORROWER:

Phone 1, INC

By: /s/ Dario Echeverry
    ----------------------------------------------
        Dario Echeverry, President of PHONE 1, INC

By: /s/ Syed Arshad Naqvi
    --------------------------------------------------
        Syed Arshad Naqvi, Chief Financial Officer of
        PHONE 1, INC

LENDER:

EAGLE NATIONAL BANK OF MIAMI

/s/ [ILLEGIBLE]
---------------------
    Authorized Signer


<PAGE>
                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
$1,000,000.00    05-30-2002                 400017332463                  00000016215      10085     [ILLEGIBLE]
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Corporation: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
             100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
             Miami, FL 33132                                    Miami, FL 33131
</TABLE>

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
PHONE 1, INC. ("Corporation"). The Corporation is a corporation for profit which
is, and at all times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of Florida. The
Corporation is duly authorized to transact business in all other states in which
the Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is
doing business. Specifically, the Corporation is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at 100 North
Biscayne Blvd. Suite 2560, Miami, FL 33132. Unless the Corporation has
designated otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of the Corporation's state of organization
or any change in the Corporation's name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Corporation and the Corporation's business
activities.

RESOLUTION ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on May 30, 2002,
at which a quorum was present and voting, or by other duly authorized action in
lieu of a meeting, the resolution set forth in this Resolution were adopted.

OFFICERS. The following named persons are officers of PHONE 1, INC:

<TABLE>
<CAPTION>
NAMES                    TITLES                      AUTHORIZED                ACTUAL SIGNATURES
-----                    ------                      ----------                -----------------
<S>                  <C>                             <C>                       <C>
Dario Echeverry          President                        Y                     x /s/ Dario Echeverry

Syed Arshad Naqvi        Chief Financial Officer          Y                     x /s/ Syed Arshad Naqvi
</TABLE>

ACTIONS AUTHORIZED. Any two (2) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Corporation. Specifically, but without limitation, any two (2) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation.

         Borrow Money. To borrow, as a cosigner or otherwise, from time to time
         from Lender, on such terms as may be agreed upon between the
         Corporation and Lender, such sum or sums of money as in their judgment
         should be borrowed, without limitation.

         Execute Notes. To execute and deliver to Lender the promissory note or
         notes, or other evidence of the Corporation's credit accommodations, on
         Lender's forms, at such rates of interest and on such terms as may be
         agreed upon, evidencing the sums of money so borrowed or any of the
         Corporation's indebtedness to Lender, and also to execute and deliver
         to Lender one or more renewals, extensions, modifications, refinancings
         consolidations, or substitutions for one or more of the notes, any
         portion of the notes, or any other evidence of credit accommodations.

         Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or
         otherwise encumber and deliver to Lender any property now or hereafter
         belonging to the Corporation or in which the Corporation now or
         hereafter may have an interest, including without limitation all real
         property and all personal property (tangible or intangible) of the
         Corporation, as security for the payment of any loans or credit
         accommodations so obtained, any promissory notes so executed (including
         any amendments to or modifications, renewals, and extensions of such
         promissory notes), or any other or further indebtedness of the
         Corporation to Lender at any time owing, however the same may be
         evidenced. Such property may be mortgaged, pledged, transferred,
         endorsed, hypothecated or encumbered at the time such loans are
         obtained or such indebtedness is incurred, or at any other time or
         times, and may be either in addition to or in lieu of any property
         theretofore mortgaged, pledged, transferred, endorsed, hypothecated or
         encumbered.

         Execute Security Documents. To execute and deliver to Lender the forms
         of mortgage, deed of trust, pledge agreement, hypothecation agreement,
         and other security agreements and financing statements which Lender may
         require and which shall evidence the terms and conditions under and
         pursuant to which such liens and encumbrances, or any of them, are
         given; and also to execute and deliver to Lender any other written
         instruments, any chattel paper, or any other collateral, of any kind or
         nature, which Lender may deem necessary or proper in connection with or
         pertaining to the giving of the liens and encumbrances. Notwithstanding
         the foregoing, any one of the above authorized persons may execute,
         deliver, or record financing statements.

         Negotiate items. To draw, endorse, and discount with Lender all drafts,
         trade acceptances, promissory notes, or other evidences of indebtedness
         payable to or belonging to the Corporation in which the Corporation may
         have an interest, and either to receive cash for the same or to cause
         such proceeds to be credited to the Corporation's account with Lender,
         or to cause such other disposition of the proceeds derived therefrom as
         they may deem advisable.

         Further Acts. In the case of lines of credit, to designate additional
         or alternate individuals as being authorized to request advances under
         such lines, and in all cases, to do and perform such other acts and
         things, to pay any and all fees and costs, and to execute and deliver
         such other documents and agreements, including agreements waiving the
         right to a trial by jury, as the officers may in their discretion deem
         reasonably necessary or proper in order to carry into effect the
         provisions of the Resolution. The following persons currently are
         authorized to request advances and authorize payments under the line of
         credit until Lender receives from the Corporation, at Lender's address
         shown above, written notice of revocation of their authority. Dario
         Echeverry, President of PHONE 1, INC; and Syed Arshad Naqvi, Chief
         Financial Officer of PHONE 1 INC.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business.
None.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal address; (F) change in the Corporation's state of
organization; (G) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that
directly or indirectly relates to any agreements between the Corporation and
Lender. No change in the Corporation's name or state of organization will take
effect until after Lender has received notice.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. The Resolution
now stands of record on the books of the Corporation, is in full force and
effect, and has not been modified or revoked in any manner whatsoever.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time. Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

IN TESTIMONY WHEREOF, I have hereunto set my hand, affixed the seal of the
Corporation and attest that the signatures set opposite the names listed above
are their genuine signatures.

I have read all the provisions of this Resolution on behalf of the Corporation
certify that all statements and representations made in this Resolution are true
and correct. This Corporate Resolution to Borrow / Grant Collateral is dated May
30, 2002.

<PAGE>
                CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
                                  (Continued)
Loan No: 400017332463                                                     Page 2


                                    CERTIFIED TO AND ATTESTED BY:


    CORPORATE                       x /s/ Syed Naqvi
                                    --------------------------------------------
      SEAL                          Syed Arshad Naqvi, Chief Financial Officer

NOTE: If the officers signing this Resolution are designated by the foregoing
document as one of the officers authorized to act on the Corporatioin's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officers of the Corporation.

<PAGE>

                               COMMERCIAL GUARANTY
<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
                                                                          00000005111      10085
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Corporation: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
             100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
             Miami, FL 33132                                    Miami, FL 33131

GUARANTOR:        Jaime Gilinski
                  1010 Collins Avenue Apt. 10F
                  Bal Harbour, FL 33154-1641

</TABLE>

AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Jaime
Gilinski ("Guarantor") absolutely and unconditionally guarantees and promises to
pay to Eagle National Bank of Miami ("Lender") or its order, on demand, in legal
tender of the United States of America, the indebtedness (as that term is
defined below) of PHONE 1, INC ("Borrower") to Lender on the terms and
conditions set forth in this Guaranty. Under this Guaranty, the liability of
Guarantor is unlimited and the obligations of Guarantor are continuing.

INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by the Guaranty includes
any and all of Borrower's indebtedness to Lender and is used in the most
comprehensive sense and means and includes any and all of Borrower's
liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans, advances,
interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease
obligations, other obligations, and liabilities of Borrower, or any of them, and
any present or future judgments against Borrower, or any of them, and whether
any such Indebtedness is voluntarily or involuntarily incurred, due or not due,
absolute or contingent, liquidated or unliquidated, determined or undetermined,
whether Borrower may be liable individually or jointly with others, or primarily
or secondarily, or as guarantor or surety, whether recovery on the Indebtedness
may be or may become barred or unenforceable against Borrower for any reason
whatsoever; and whether the Indebted arises from transactions which may be
voidable on account of infancy, insanity, ultra vires, or otherwise.

DURATION OF GUARANTY. This Guaranty will take effect when received by lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness incurred or
contracted before receipt by Lender of any notice of revocation shall have been
fully and finally paid and satisfied and all of Guarantor's other obligations
under this Guaranty shall have been performed in full. If Guarantor elects to
revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at Lender's
address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to advances or new
Indebtedness created after actual receipt by Lender of Guarantor's written
revocation. For this purpose and without limitation, the term "new Indebtedness"
does not include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to bind
Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior
to receipt of Guarantor's written notice of revocation, including any
extensions, renewals, substitutions or modifications of the Indebtedness. All
renewals, extensions, substitutions, and modifications of the Indebtedness
granted after Guarantor's revocation, are contemplated under this Guaranty and,
specifically will not be considered to be new Indebtedness. This Guaranty shall
bind Guarantor's estate as to Indebtedness created both before and after
Guarantor's death or incapacity, regardless of Lender's actual notice of
Guarantor's death. Subject to the foregoing, Guarantor's executor or
administrator or other legal representative may terminate this Guaranty in the
same manner in which Guarantor might have terminated it and with the same
effect. Release of any other guarantor or termination of any other guaranty of
the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty. It is
anticipated that fluctuations may occur in the aggregate amount of Indebtedness
covered by this Guaranty, and Guarantor specifically acknowledges and agrees
that reductions in the amount of Indebtedness, even to zero dollars ($0.00),
prior to Guarantor's written revocation of this Guaranty shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and
Guarantor's heirs, successors and assigns so long as any of the guaranteed
Indebtedness remains unpaid and even though the Indebtedness guaranteed may from
time to tome be zero dollars ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation hereof, without notice of demand and without lessening
Guarantor's liability under this Guaranty, from time to time: (A) prior to
revocation as set forth above, to make one or more additional secured or
unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(C) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any one
or more of Borrower's sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; (E) to determine how, when and what application
of payments and credits shall be made on the Indebtedness (F) to apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine;
(G) to sell, transfer, assign or grant participations in all or any part of the
Indebtedness and (H) to assign or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (A) no representations or agreements of any kind have been made to
Guarantor which would limit or quality in any way the terms of this Guaranty;
(B) this Guaranty is executed at Borrower's request and not at the request of
Lender; (C) Guarantor has full power, right and authority to enter into this
Guaranty; (D) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or other
applicable to Guarantor; (E) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in
all material respects and fairly present Guarantor's financial condition as of
the dates the financial information is provided; (G) no material adverse change
has occurred in Guarantor's financial condition since the date of the most
recent financial statements proposed to Lender and no event has occurred which
may materially adversely affect Guarantor's financial condition; (H) no
litigation, claim, investigation, administrative proceeding or similar action
(incuding those for unpaid taxes) against Guarantor is pending or threatened;
(I) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower; and (J) Guarantor has established adequate means of obtaining from
Borrower on a continuing basis information regarding Borrower's financial
condition. Guarantor agrees to keep adequately informed from such means of any
facts, events, or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that, absent a request for
information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship
with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (A) to continue lending money or to extend other
credit to Borrower; (B) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (C) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (E) to pursue
any other remedy within Lender's power; or (F) to commit any act or omission of
any kind, or at any time, with respect to any matter whatsoever.

In addition to the waivers set forth herein, if now or hereafter Borrower is or
shall become insolvent and the Indebtedness shall not at all times until paid be
fully secured by collateral pledged by Borrower, Guarantor hereby forever waives
and gives up in favor of Lender and Borrower, and Lender's and Borrower's
respective successors, any claim or right to payment Guarantor may now have or
hereafter have or acquire against Borrower, by subrogation or otherwise, so that
at no time shall Guarantor be or become a "creditor" of Borrower within the
meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal
bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (A)
any "one action" law or any other law which may prevent Lender from brining any
action, including a claim for deficiency, against Guarantor, before or after
Lender's commencement or competition of any foreclosure action, either
judicially or by exercise of a power of sale, (B) any election of remedies by
Lender which destroys or otherwise adversely affects Guarantor's subrogation
rights or Guarantor's rights to proceed against Borrower for reimbursement,
including without limitation, any loss of rights Guarantor may suffer by reason
of any law limiting, qualifying, or discharging the Indebtedness; (C) any
disability or other defense of Borrower, of any other guarantor, or of any other
person, or by reason of the cessation of Borrower's liability from any cause
whatsoever, other than payment in full in legal tender, of the Indebtedness; (D)
any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of
limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding indebtedness of Borrower to Lender
which is not barred by any applicable statue of limitations; or (F) any defenses
given to guarantors at law or in equity other than actual payment and
performance of the Indebtedness. If payment is made by Borrower, whether volume,
or otherwise or by any third party, on the Indebtedness and thereafter Lender is
forced to remit the amount of that payment to Borrower's trustee in bankruptcy
or to any similar person under any federal or state bankruptcy law or law for
the relief of debtors, the Indebtedness shall be considered unpaid for the


<PAGE>


                               COMMERCIAL GUARANTY
                                  (Continued)

Loan No. 400017332463                                                     Page 2

Purpose of the enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the
waivers are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Guarantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Guarantor holds
jointly with someone else and all accounts Guarantor may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Guarantor authorizes Lender, to the
extent permitted by applicable law, to hold these funds if there is a default,
and Lender may apply the funds in these accounts to pay what Guarantor owes
under the terms of this Guaranty.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidations, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the Indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

GARNISHMENT. Guarantor consents to the issuance of a continuing writ of
garnishment against Guarantor's disposable earnings, in accordance with Section
222.11, Florida Statutes, in order to satisfy, in whole or in part, any money
judgment entered in favor of Lender.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty.

         Amendments. This Guaranty, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Guaranty. No alteration of or amendment
         to this Guaranty shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of
         Lender's costs and expenses, including Lender's reasonable attorneys'
         fees and Lender's legal expenses, incurred in connection with the
         enforcement of this Guaranty. Lender may hire or pay someone else to
         help enforce this Guaranty, and Guarantor shall pay the costs and
         expenses of such enforcement. Costs and expenses include Lender's
         reasonable attorneys' fees and legal expenses whether or not there is a
         lawsuit, including reasonable attorneys' fees and legal expenses for
         bankruptcy proceedings (including efforts to modify or vacate any
         automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Guarantor also shall pay all court
         costs and such additional fees as may be directed by the court.

         Caption Headings. Caption headings in this Guaranty are for convenience
         purposes only and are not to be used to interpret or define the
         provisions of this Guaranty.

         Governing Law. This Guaranty will be governed by, construed and
         enforced in accordance with federal law and the laws of the State of
         Florida. This Guaranty has been accepted by Lender in the State of
         Florida.

         Integration. Guarantor further agrees that Guarantor has read and fully
         understands the terms of this Guaranty; Guarantor has had the
         opportunity to be advised by Guarantor's attorney with respect to this
         Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
         evidence is not required to interpret the terms of this Guaranty.
         Guarantor hereby indemnifies and holds Lender harmless from all losses,
         claims, damages, and costs (including Lender's attorneys' fees)
         suffered or incurred by Lender as a result of any breach by Guarantor
         of the warranties, representations and agreements of this paragraph.

         Interpretation. In all cases where there is more than one Borrower or
         Guarantor, then all words used in this Guaranty in the singular shall
         be deemed to have been used in the plural where the context and
         construction so require; and where there is more than one Borrower
         named in this Guaranty or when this Guaranty is executed by more than
         one Guarantor, the words "Borrower" and "Guarantor" respectively shall
         mean all and any one or more of them. The words "Guarantor,"
         "Borrower," and "Lender" include the heirs, successors, assigns, and
         transferees of each of them. If a court finds that any provision of
         this Guaranty is not valid or should not be enforced, that fact by
         itself will not mean that the rest of this Guaranty will not be valid
         or enforced. Therefore, a court will enforce the rest of the provisions
         of this Guaranty even if a provision of this Guaranty may be found to
         be invalid or unenforceable. If any one or more of Borrower or Guaranty
         are corporations, partnerships, limited liability companies, or similar
         entities, it is not necessary for Lender to inquire into the powers of
         Borrower or Guarantor or of the officers, directors, partners,
         managers, or other agents acting or purporting to act on their behalf,
         and any Loan indebtedness made or created in reliance upon the
         professed exercise of such powers shall be guaranteed under this
         Guaranty.

         Notices. Any notice required to be given under this Guaranty shall be
         given in writing, and, except for revocation notices by Guarantor,
         shall be effective when actually delivered, when actually received by
         telefacsimile (unless required by law), when deposited with a
         nationally recognized overnight courier, or, if mailed, when deposited
         in the United States mail, as first class, certified or registered mail
         postage prepaid, directed to the addresses shown near the beginning of
         this Guaranty. All revocation notices by Guarantor shall be in writing
         and shall be effective upon delivery to Lender as provided in the
         section of this Guaranty entitled "DURATION OF GUARANTY." Any party may
         change its address for notices under this Guaranty by giving written
         notice to the other parties, specifying that the purpose of the notice
         is to change the party's address. For notice purposes, Guarantor agrees
         to keep Lender informed at all times of Guarantor's current address.
         Unless otherwise provided or required by law, if there is more than one
         Guarantor, any notice given by Lender to any Guarantor is deemed to be
         notice given to all Guarantors.

         No Waiver by Lender. Lender shall not be deemed to have waived any
         rights under this Guaranty unless such waiver is given in writing and
         signed by Lender. No delay or omission on the part of Lender in
         exercising any right shall operate as a waiver of such right or any
         other right. A waiver by Lender of a provision of this Guaranty shall
         not prejudice or constitute a waiver of Lender's right otherwise to
         demand strict compliance with that provision of any other provision of
         this Guaranty. No prior waiver by Lender, nor any courts or dealing
         between Lender and Guarantor, shall constitute a waiver of any of
         Lender's rights or of any of Guarantor's obligations as to any future
         transactions. Whenever the consent of Lender is required under this
         Guaranty, the granting of such consent by Lender in any instance shall
         not constitute continuing consent to subsequent instances where such
         consent is required and in all cases such consent may be granted or
         withheld in the sole discretion of Lender.

         Successors and Assigns. Subject to any limitations stated in this
         Guaranty or transfer of Guarantor's interest, this Guaranty shall be
         binding upon and inure to the benefit of the parties, their successors
         and assigns.

         Waive Jury. Lender and Guarantor hereby waive the right to any jury
         trial in any action, proceeding, or counterclaim brought by either
         Lender or Borrower against the other. (Initial Here )

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Guaranty. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the
United States of America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:

         Borrower. The word "Borrower" means PHONE 1, INC, and all other persons
         and entities signing the Note in whatever capacity.

         Guarantor. The word "Guarantor" means each and every person or entity
         signing this Guaranty, including without limitation Jaime Gilinski.

         Guaranty. The word "Guaranty" means the guaranty from Guarantor to
         Lender, including without limitation a guaranty of all or part of the
         Note.

         Indebtedness. The word "Indebtedness" means Borrower's indebtedness to
         Lender as more particularly described in this Guaranty.

         Lender. The word "Lender" means Eagle National Bank of Miami, its
         successors and assigns.

         Note. The word "Note" means the promissory note dated May 30, 2002. In
         the original principal amount of $1,000,000.00 from Borrower to Lender,
         together with all renewals of, extensions of, modifications of,
         refinancings of, consolidations of, and substitutions for the
         promissory note or agreement.

         Related Documents. The words "Related Documents" means all promissory
         notes, credit agreements, loan agreements, environmental agreements,
         guaranties, security agreements, mortgages, deeds of trust, security
         deeds, collateral mortgages, and all other instruments,

<PAGE>
                               COMMERCIAL GUARANTY
                                  (Continued)

Loan No. 400017332463                                                     Page 3

         agreements and documents, whether now or hereafter existing, executed
         in connection with the Indebtedness.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED MAY 30, 2002.

GUARANTOR:

x /s/ Jaime Gilinski
----------------------------
Jaime Gilinski, Individually


                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF                   )
COUNTY OF                  )ss
                           )

The foregoing instrument was acknowledged before me this 10th day of
    , 20   by Jaime Gilinski, who is personally known to me or
who has produced                      as identification and did / did not
take an oath.


                   /s/ Pilar Abarca
                   -------------------------------------------------------------
                   (Signature of Person Taking Acknowledgement)

                   Pilar Abarca
                   -------------------------------------------------------------
                   (Name of Acknowledger Typed, Printed or Stamped)

                   Account Officer
                   -------------------------------------------------------------
                   (Title or Rank)


                   -------------------------------------------------------------
                   (Serial Number, if any)


<PAGE>
                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
$1,000,000.00    05-30-2002                 400017332463                  00000016215      10085     [ILLEGIBLE]
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
          100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
          Miami, FL 33132                                    Miami, FL 33131
</TABLE>

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Corporation for $1,000,000.00 due on demand. The reference rate (Wall
Street Prime Rate, with an interest rate ceiling of 25.000%, currently 4.750%)
is added to the margin of 1.000%, then rounded up to the nearest 0.125 percent,
resulting in an initial rate of 5.750.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for (please
initial):

         [ ] Personal, Family, or Household Purposes or Personal Investment.

         [X] Business (including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: To cover an overdraft on
account #04000173324.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $1,000,000.00 as follows:

         Undisbursedd Funds:                                       $1,000,000.00
                                                                   -------------

         Note Principal:                                           $1,000,000.00

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges.

         Prepaid Finance Charges Paid in Cash:                             $0.00

         Other Charges Paid in Cash:                                     $250.00
           $250.00 Loan Renewal/Modification Fee

         Total Charges Paid in Cash:                                     $250.00

AUTOMATIC PAYMENTS. Borrower hereby authorizes Lender automatically to deduct
from Borrower's account numbered 4000173324 the amount of any loan payment. If
the funds in the account are insufficient to cover any payment, Lender shall not
be obligated to advance funds to cover the payment. At anytime and for any
reason, Borrower or Lender may voluntarily terminate Automatic Payments.

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED MAY 30, 2002.

BORROWER:

Phone 1, INC

By: /s/ Dario Echeverry
    -----------------------------------------------
        Dario Echeverry, President of PHONE 1, INC

By: /s/ Syed Arshad Naqvi
        ---------------------------------------------
        Syed Arshad Naqvi, Chief Financial Officer of
        PHONE 1, INC


<PAGE>
                           NOTICE OF FINAL AGREEMENT

<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
$1,000,000.00    03-29-2002    04-29-2002   400017332463                  00000016215      101367   [ILLEGIBLE]
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
          100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
          Miami, FL 33132                                    Miami, FL 33131
</TABLE>

         BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE
         WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
         PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
         PARTIES, AND (C) THE WRITTEN LOAN AGREEMENT MAY NOT BE CONTRADICTED BY
         EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
         OR UNDERSTANDINGS OF THE PARTIES.


         As used in this Notice, the following terms have the following
         meanings:

                  Loan. The term "Loan" means the following described loan: a
                  Variable Rate Nondisclosable Revolving Line of Credit Loan to
                  a Corporation for $1,000,000.00 due on demand. The reference
                  rate (Wall Street Prime Rate, with an interest rate ceiling of
                  25.000%, currently 4.750%) is added to the margin of 1.000%,
                  then rounded up to the nearest 0.125 percent, resulting in an
                  initial rate of 5.750.

                  Loan Agreement. The term "Loan Agreement" means one or more
                  promises, promissory notes, agreements, undertakings,
                  security, agreements, deeds of trust or other documents, or
                  commitments, or any combination of those actions or documents,
                  relating to the Loan, including without limitation the
                  following:

<TABLE>
<CAPTION>
                                                         LOAN DOCUMENTS
<S>                                                                         <C>

                       Corporate Resolution: PHONE 1, INC                             Business Loan Agreement
                       Promissory Note                                                FL Commercial Guaranty: Jaime Gilinski
                       Disbursement Request and Authorization,                        Notice of Final Agreement
                       Financial Privacy Policy: Jaime Gilinski                       Financial Privacy Policy: PHONE 1, INC
</TABLE>

                  Parties. The term "Parties" means Eagle National Bank of Miami
                  and any and all entities or individuals who are obligated to
                  repay the loan or have pledged property as security for the
                  Loan, including without limitation the following:

                       Borrower:      PHONE 1, INC
                       Guarantor 1:   Jaime Gilinski

Each Party who signs below, other than Eagle National Bank of Miami,
acknowledges, represents and warrants to Eagle National Bank of Miami that it
has received, read and understood this Notice of Final Agreement. This Notice is
dated May 30, 2002.

BORROWER:

PHONE 1, INC

By: /s/ Dario Echeverry
    ----------------------------------------------
        Dario Echeverry, President of PHONE 1, INC

By: /s/ Syed Arshad Naqvi
    --------------------------------------------------
        Syed Arshad Naqvi, Chief Financial Officer of
        PHONE 1, INC

GUARANTOR:

x /s/ Jaime Gilinski
----------------------------
Jaime Gilinski, Individually

LENDER:

EAGLE NATIONAL BANK OF MIAMI

/s/ [ILLEGIBLE]
---------------------
    Authorized Signer

<PAGE>

LOAN REQUEST SUMMARY

<TABLE>
<S>              <C>           <C>          <C>              <C>          <C>             <C>        <C>
  Principal       Loan Date     Maturity      Loan No.       Call/Coll      Account       Officer     Initials
$1,000,000.00    05-30-2002                 400017332463                  00000016215      10085    [ILLEGIBLE]
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing ***** has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: PHONE 1, INC (TIN: 65-1060211)             Lender: Eagle National Bank of Miami
          100 North Biscayne Blvd. Suite 2500                701 Brickell Avenue Suite 1250
          Miami, FL 33132                                    Miami, FL 33131
</TABLE>

                            REVOLVING LINE OF CREDIT
                                 (Variable Rate)

                                                    Financed             In Cash
                                                   -------------         -------
         AMOUNT REQUESTED:                         $1,000,000.00

         PREPAID FINANCE CHARGES:                           0.00

         SECURITY INTEREST CHARGES:
           Loan Renewal/Modification Fee                                  250.00

                                                                         -------
         NOTE AMOUNT:                               $1,000,000.00        $250.00

         PAYMENT CALCULATION:

              Interest Method: 365/360
              Disbursement Date: 05-30-2002
              First lnt Payment Date: 07-01-2002
              Due Date: On Demand
              Int Payment Period: Monthly
              Variable Interest Rate: 5.750
              Credit Insurance: None

              Payment Schedule. Borrower's payment schedule consists of 11
              monthly consecutive payments, beginning July 1, 2002, with
              interest calculated on the unpaid principal balances at an
              interest rate based on the Wall Street Prime Rate (currently
              4.750%, plus a margin of 1.000 percentage points, the sum rounded
              up to the nearest 0.125 percent, resulting in an initial interest
              rate of 5.750%; and one payment of $1,002,315.97 on May 30, 2003,
              with interest calculated on the unpaid principal balances at an
              interest rate based on the Wall Street Prime Rate (currently
              4.750%), plus a margin of 1.000 percentage points, the sum rounded
              up to the nearest 0.125 percent, resulting in an initial interest
              rate of 5.750%. This estimated final payment is based on the
              assumption that all payments will be made exactly as scheduled and
              that the Index does not change; the actual final payment will be
              for all principal and accrued interest not yet paid, together with
              any other unpaid amounts under the Note.

                    APR     FINANCE CHARGE   AMOUNT FINANCED  TOTAL OF PAYMENTS
    e             5.830%      $29,149.27      $1,000,000.00      $1,029,149.27


e means estimate
All calculations are based on an assumed maturity of one year.

              COLLATERAL: Unsecured.

              TRANSACTION NUMBER: 613

NOTICE: This Loan Request Summary is for informational purposes only and does
not obligate Lender in any way to make this loan or any other loan to Borrower.
The fees and charges listed above are estimates only; and, if a loan is made,
different or additional fees and charges may be imposed.