Exhibit 10.6

                                              Original Issue Date: July 26, 2004
                                             Original Principal Amount:  $27,500

                                 PROMISSORY NOTE

      THIS  PROMISSORY NOTE is made by each of SBS  INTERACTIVE,  CO., a Florida
corporation (the "Company"),  and SBS  INTERACTIVE,  INC., a Nevada  corporation
(the  "Subsidiary;" each of the Company and the Subsidiary is referred to herein
as a "Borrower,"  and  collectively as the  "Borrowers"),  jointly and severally
(the "Note").

                              PRELIMINARY STATEMENT

      WHEREAS,  reference  is  hereby  made  to (i)  that  certain  Master  Loan
Agreement  dated as of July 21,  2004 (the "Loan  Agreement"),  by and among the
Borrowers and Arthur Cohn  ("Cohn"),  and (ii) that certain  Pledge and Security
Agreement,  dated as of July 21, 2004,  by and among the Borrowers and Cohn (the
"Security Agreement").

                                    AGREEMENT

      FOR VALUE RECEIVED, the Borrowers,  jointly and severally,  promise to pay
to the  order  of Cohn or his  assigns  (the  "Holder"),  the  principal  sum of
Twenty-Seven Thousand Five Hundred Dollars ($27,500.00) (the "Principal Amount")
on the "Maturity  Date" (as defined  herein) in cash (in lawful  currency of the
United States of America).  For purposes hereof,  the "Maturity Date" shall mean
the earlier of the date of closing of any sale of  securities  of the Company in
which  the  gross  proceeds  of such sale are  equal to or  greater  than  Fifty
Thousand Dollars ($50,000) or September 30, 2004. Borrowers acknowledge that (A)
the advance of the Principal Amount by Cohn is a "Future Loan" as defined in the
Loan  Agreement  and (B) this Note is a  "Future  Loan  Note"  and a  "Financing
Document" as defined in the Loan Agreement.

      This Note is subject to the following additional provisions:

      Section 1.  Exchange.  This Note is  exchangeable  for an equal  aggregate
Principal Amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same and subject to compliance with applicable laws.
No service charge will be made for such registration of transfer or exchange.

      Section 2.  Transfer.  This Note may be  transferred  or exchanged only in
compliance with applicable  federal and state  securities laws and  regulations.
Prior to due  presentment  to the  Borrowers  for  transfer  of this  Note,  the
Borrowers and any agent of the Borrowers may treat the Person in whose name this
Note is duly  registered  on the records of the Borrower as the owner hereof for
the purpose of receiving  payment as herein provided and for all other purposes,
whether or not this Note is  overdue,  and neither  the  Borrowers  nor any such
agent thereof shall be affected by notice to the contrary.

<PAGE>

      Section 3. Security; Events of Default; Remedies; Waivers.

            (a) The Loan  Obligations  are secured in accordance  with the terms
and conditions set forth in the Security Agreement.

            (b) Upon the  occurrence  of any Event of Default,  the Holder shall
have all of the  rights,  powers and  remedies  set forth in the Loan  Agreement
and/or Security Agreement.

            (c) Each Borrower waives presentment,  demand for payment,  protest,
notice of demand,  dishonor  and  nonpayment,  notice of  protest  and all other
notices or demands in  connection  with the delivery,  acceptance,  performance,
default or enforcement of this Note.

      Section 4. RESERVED

      Section  5.  Notices.  Any and all  notices  or  other  communications  or
deliveries to be provided  hereunder  shall be given in the manner set forth in,
and shall be effective as provided in, the Loan Agreement.

      Section 6.  Definitions.  For  purposes  hereof,  in addition to the terms
defined  elsewhere in this Note:  (a)  capitalized  terms not otherwise  defined
herein have the meanings given to such terms in the Loan Agreement,  and (b) the
following terms shall have the following meanings:

      "Original  Issue  Date"  shall mean the date of the first  issuance of the
Note set forth  herein  regardless  of the number of  transfers  of the Note and
regardless  of the number of  instruments  which may be issued to evidence  such
Note.

      "Person" means a corporation, an association, a partnership, organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

      Section 7. No Alteration.  No provision of this Note shall alter or impair
the obligation of the Borrowers, which is absolute and unconditional, to pay the
principal of, and liquidated  damages (if any) on, this Note at the time, place,
and rate, and in the coin or currency, herein prescribed.  This Note is a direct
debt obligation of the Borrowers.

      Section 8. Replacement.  If this Note shall be mutilated,  lost, stolen or
destroyed, the Borrowers shall execute and deliver, in exchange and substitution
for and upon  cancellation of a mutilated Note, or in lieu of or in substitution
for a lost,  stolen or destroyed  Note, a new Note for the  Principal  Amount of
this Note so  mutilated,  lost,  stolen or  destroyed  but only upon  receipt of
evidence of such loss,  theft or  destruction of such Note, and of the ownership
hereof,  and  indemnity,  if  requested,  all  reasonably  satisfactory  to  the
Borrowers.


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<PAGE>

      Section 9. Waiver.  Any waiver by the  Borrowers or the Holder of a breach
of any  provision  of this Note  shall not  operate as or be  construed  to be a
waiver  of any  other  breach of such  provision  or of any  breach of any other
provision  of this Note.  The failure of the  Borrowers  or the Holder to insist
upon strict  adherence to any term of this Note on one or more  occasions  shall
not be  considered  a waiver or deprive  that party of the right  thereafter  to
insist upon strict  adherence  to that term or any other term of this Note.  Any
waiver must be in writing.

      Section 10. Miscellaneous. If a court of competent jurisdiction shall find
that any amount deemed interest due hereunder violates applicable laws governing
usury,  the amount due hereunder shall  automatically  be lowered to provide the
maximum permitted  interest.  Each Borrower covenants (to the extent that it may
lawfully  do so) that it shall not at any time  insist  upon,  plead,  or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would  prohibit or forgive  the  Borrowers  from
paying all or any portion of the Principal Amount or other amount on the Note as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may  affect  the  other  covenants  or the  performance  of the  Financing
Documents,  and each  Borrower  (to the  extent it may  lawfully  do so)  hereby
expressly  waives all benefits or advantage of any such law, and covenants  that
it will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.

      Section  11.  Business  Day.  Whenever  any  payment  or other  obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.

      Section 12. Preliminary Statement.  The Preliminary Statement of this Note
is  hereby  incorporated  by  reference  into the body of this  Note and  hereby
becomes an integral part of this Note.

                     [THIS SPACE INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS  WHEREOF,  each Borrower has caused this  Promissory Note to be
executed by its duly authorized officer, as of the Original Issue Date.


WITNESS                                     BORROWERS:

                                                     SBS INTERACTIVE CO.

                                                     By: /s/ Todd Gotlieb
-----------------------------                            -----------------------
                                                         Name:  Todd Gotlieb
                                                         Title:  President

                                                     SBS INTERACTIVE, INC.

                                                     By: /s/ Todd Gotlieb
-----------------------------                            -----------------------
                                                         Name:  Todd Gotlieb
                                                         Title:  President

                      [Signature Page to Promissory Note]