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                                                                    EXHIBIT 10.4

                         SECOND AMENDED PROMISSORY NOTE

  $  100,000.00                    Original  Issue  Date:    August  14,  2001
                                   Amended and Restated as of: February 14, 2003

     The  undersigned  (if  there  be more than one undersigned, their liability
shall  be  joint  and  several)  promises to pay to the order of Oncor Partners,
Inc.,(hereinafter  called  "Holder")  upon  the  earlier  of either (1) Military
Resale  Group,  Inc.'s ("MRG") receipt of $500,000.00 or more in equity capital;
or  (2)  on  or  before  May 5, 2003, the sum of One Hundred Thousand and No/100
Dollars  ($100,000.00),or  such  lessor amount as may have been loaned to MRG by
Holder,  without interest thereon; provided however if the aforesaid is not paid
in  full  on  or  before  May  5,  2003,  time  being  of  the essence, then the
undersigned  shall  be  in  default hereunder and the sum of $100,000.00 or such
lessor  amount  as may have been loaned to MRG by Holder, shall be due and owing
and be paid together with interest thereon at the rate of eighteen percent (18%)
per  annum  from  the  date  of  default  until  the  date  actually  paid.

     Provided,  that  upon  the  occurrence  of  any  of the following events of
default, if the Holder so elects, all of the unpaid balance hereunder, including
interest,  shall immediately be due and payable:  (a)  if any obligor shall make
an  assignment  for  the benefit of creditors or if any voluntary or involuntary
proceedings  be  instituted by or against any obligor under any provision of the
Bankruptcy  Act  of any other federal or state statute or rule providing for the
relief  of  debtors,  composition  of  creditors, arrangements, reorganizations,
ordinary  bankruptcy,  or  receivership  or  the  like;  (b)  the failure of any
obligor  to  pay  debts as they mature in the ordinary course of business, or if
the  fair  market  value  of  the  assets  of any obligor shall be less than the
liabilities of such obligor;  (c)  the entry of any judgment against any obligor
or  the  issuing  of  an  attachment  or garnishment against any property of any
obligor;  (d)  the  occurrence  of any adverse change in the financial condition
of  any  obligor  in  which  case  the  Holder deems its position to have become
impaired;  (e)  the dissolution, merger, consolid-ation or reorganization of any
obligor  which is a corporation, partner- ship, joint venture, business trust or
other association;  (f)  the assessment, imposition or existence, of any general
or  specific  lien  for any federal, state or local taxes or charges against any
property  for  any  obligor;  and (g)  the death of any obligor who is a natural
person.  The  term  "obligor" includes all undersigned makers and all endorsers,
guarantors  and  sureties.

     Each  and  every obligor hereby authorizes Richard H. Tanenbaum, Esquire or
any  attorney  or  clerk or  any member of any court within the United States or
elsewhere to enter an appearance on their behalf and to confess judgment against
obligors,  either jointly or severally, to be entered by the proper official, at
any  time  after this note is due (whether upon normal maturity or accelera-tion
hereunder), hereby waiving all exemptions, for the principal amount of this note
and  interest and 15% attorneys' fees and court costs.  If this note is referred
to  an  attorney  for collection, and payment is obtained without the entry of a
judgment,  then  obligors  shall  pay  to  Holder  attorneys' fees in the amount
aforesaid.

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     This Second Amended Promissory Note amends and supersedes that certain
$100,000 Confessed Judgment Promissory Note by MRG in favor of Oncor Partners,
Inc. dated as August 14, 2001, as amended and restated by that certain Amended
Promissory Note dated August 7, 2002.

     Executed under seal on the day and year first above written.

WITNESS:                      Military  Resale  Group,  Inc.



                              By:   /s/  Ethan  Hokit                   [SEAL]
                              ------------------------------------------------
                              Ethan  Hokit,  President



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