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                                                                    EXHIBIT 10.6

                                 PROMISSORY NOTE


$250,000.00                                                  Miami, Florida
                                                             As of March 6, 2002


         FOR VALUE RECEIVED, NETFRAN DEVELOPMENT CORP., a Florida corporation
("Borrower"), promises to pay to NETVERTISE, INC. ("Lender"), the principal sum
of Two Hundred Fifty Thousand Dollars ($250,000.00) on March 6, 2004 (the
"Maturity Date"). Principal, interest, and any other amount payable hereunder to
Lender are payable at 2801 N.E. 208th Terrace, 2nd Floor, Aventura, Florida
33180 or such other place as Lender may direct.

        1. INTEREST. Interest hereunder shall accrue on the unpaid principal
amount hereof at the rate of 7% per annum until the Maturity Date and shall be
paid each June 6, September 6, December 6 and March 6 commencing on June 6,
2002. After the Maturity Date, interest shall accrue at the rate of 12% per
annum on the unpaid principal and interest until paid in full and such interest
shall be payable on demand.

         2. PREPAYMENTS. This Note may be prepaid in full or in part at any
time, without premium or penalty. Any amount prepaid by Borrower will be applied
first to accrued interest and then to principal.

        3. EXPENSES OF COLLECTION. In addition to, and not in limitation of, the
foregoing, the Borrower further agrees, subject only to any limitation imposed
by applicable law, to pay all expenses, including reasonable attorneys' fees and
legal expenses, incurred by the holder of this Note in endeavoring to collect
any amounts payable hereunder that are not paid when due.

         4. USURY. In no event shall the rate of interest paid hereunder exceed
the maximum rate of interest allowable by applicable law. If any sum is
collected in excess of the applicable maximum rate, the excess collected shall
be applied to reduce the principal debt.

        5. WAIVERS; GENERAL. Borrower and all endorsers waives demand, protest
and notice of demand, protest and nonpayment, and hereby consents to: (i) any
and all extensions in the time for making payments under this Note as the
Lender, in its sole discretion, may grant from time to time, (ii) the release of
any party liable for payment of the obligations hereunder. Borrower further
waives exhaustion of legal remedies and the right to plead any and all statutes
of limitation as a defense to any demand on this Note or to any agreement to pay
the same. All of the obligations herein contained shall be binding upon Borrower
and Borrower's successors, and assigns. All obligations of Borrower shall inure
to the benefit of the successors and assigns of Lender. In any action or
proceeding to recover any sums herein provided for, no defense of adequacy of
security or that resort must first be had to security or to any other person
shall be asserted.


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        6. ACCELERATION. If default be made for fifteen (15) days in the payment
of any installment of interest herein provided then, or at any time thereafter,
at Lender's option, the whole of the principal sum then remaining unpaid
hereunder, together with all interest accrued thereon shall immediately become
due and payable upon written notice to Borrower.

         7. GOVERNING LAW. This Note shall be enforced and construed in
accordance with the laws of the State of Florida. Time is of the essence of this
Note and of each and every provision hereof.

"BORROWER"

NETFRAN DEVELOPMENT CORP.
A Florida corporation


By:   /s/ELLIOT KRASNOW
     ------------------------------------------------
       ELLIOT KRASNOW, President


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