ECOS GROUP, INC.
                       EXHIBIT (A)(10.4) PROMISSORY NOTE

                                   PROMISSORY NOTE

1,000,000                                           WEST PALM BEACH, FLORIDA
                                                    DECEMBER 20, 1996

     FOR VALUE RECEIVED, the undersigned, ECOS GROUP, INC., a Florida
corporation ("Marker"), promises to pay to the order of MICHAEL KLEIN ("Holder")
at 111 Gilmartin Drive, Tiburon, CA 94920, or at such other place or places as
Holder may designate in writing, in lawful funds of the United States of
America, the principal sum of ONE MILLION DOLLARS ($1,000,000), together with
interest on the unpaid principal balance, at a rate of FOURTEEN (14%) PERCENT
PER ANNUM, with said interest calculated to begin as of DECEMBER 20, 1996 OR AS
OF DATE OF RECEIPT OF LOAN PROCEEDS until this note has been paid in full. This
Note and the records of Maker, shall serve as conclusive evidence of the unpaid
principal balance hereof, accrued interest heron, and all payments made in
respect thereof, absent manifest error. THIS NOTE IS UNSECURED FOR THE FIRST 90
DAY PERIOD UNTIL MARCH 20, 1997. AFTER MARCH 20, 1997, THE NOTE IS SECURED BY
ALL TRADE ACCOUNTS RECEIVABLE OF ECOS GROUP, INC. AND ITS WHOLLY OWNED
SUBSIDIARIES.

     INTEREST ONLY will be due on this note for the first 90 days from DECEMBER
20, 1996 until MARCH 20, 1997. After MARCH 20, 1997 the principal on this note
will be amortized evenly over the remaining nine months until DECEMBER 20, 1997.
Principal payments plus interest on this Note shall be paid at the end of each
month commencing on APRIL 30, 1997 and continuing on the last day of each
subsequent calendar month until DECEMBER 20, 1997, at which time any unpaid
principal together with interest thereon, and all other sums due pursuant to
this Note shall be due and payable in full. In the event any payment of interest
exceed the Maximum Rate (as defined herein below) allowed by law, such amount
exceeding said Maximum Rate, shall be applied to the reduction of the unpaid
principal and not to the payment of interest. This Note may be prepaid, in whole
or in part, at any time without premium or penalty.

     Maker hereby waives in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note; presentment;
demand and protest; notice of presentment; dishonor; notice of intent to
accelerate; and notice of acceleration, protest, default, nonpayment, maturity,
release, compromise, settlement, extension, waiver, and renewal of any or all
other notices.

     No delay or omission on the part of Holder is exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. No waiver of any right shall be effective unless in writing and
signed by Holder, nor shall any waiver on one occasion be construed as a bar to,
or waiver of, any such right on any future occasion.

     An "Event of Default" shall exist hereunder if any one or more of the
following events shall have occurred: (i) default shall be made in the due and
punctual payment of this Note when and as it shall become due and payable; (ii)
a court of competent jurisdiction shall enter an order, judgment or decree
appointing a receiver of Maker or of the whole or any substantial part of
Maker's property, or approving a petition filed against Maker under the federal
bankruptcy laws or any other applicable law or statue of the United States of
America or any state thereof, and as it shall become due and payable and in the
event that this note shall at any time after maturity or an Event of Default be
placed with an attorney for collection, Maker agrees to


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pay, in addition to the entire remaining principal balance and any interest due
hereunder, reasonable attorney's /paralegal' fees, costs, and disbursements,
through appeal. No remedy herein conferred upon Holder is intended to be
exclusive of any other remedy and each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or not or
hereafter existing at law or in equity or by statue or otherwise.

     TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE
WAIVED, MAKER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND OR CLARIFY ANY RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF
OR RELATED TO THIS NOTE, OR THE TRANSACTIONS CONTEMPLATED HEREIN, WHETHER
SOUNDING IN TORT OR CONTRACT OR OTHERWISE , OR WITH RESPECT TO ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY; AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
JUDGE AND NOT BEFORE A JURY. SUCH WAIVER SHALL NOT AFFECT IN ANY WAY THE
HOLDER'S RIGHT TO DEMAND A JURY TRIAL. MAKER FURTHER WAIVED ANY RIGHT TO SEEK TO
CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY
OTHER LITIGATION IN WHICH A JURY TRAIL CANNOT OR HAS NOT BEEN WAIVED. FURTHER,
MAKER HEREBY CERTIFIED THAT NO REPRESENTATIVE OR AGENT OF HOLDER, NOR HOLDER'S
COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT HOLDER WOULD NOT, IN THE
EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION, MAKER ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A
MATERIAL INDUCEMENT TO THE HOLDER'S ACCEPTANCE OF THIS NOTE.

     IN WITNESS WHEREOF, Maker has caused this Note to be duly executed as of
the date first above written.

ECOS GROUP, INC.                        THIS NOTE IS ACCEPTED BY:

By:  /s/ DAVID C. LANGLE                          /s/ MICHAEL KLEIN
     -----------------------                      ----------------------
     DAVID C. LANGLE                              MICHAEL KLEIN
     CHIEF FINANCIAL OFFICER