EXHIBIT 10.5
                                                                    ------------

Amount:  $176,128.12                                        Date:  _____________


                                 PROMISSORY NOTE
                                 ---------------

     FOR  VALUE  RECEIVED,  intending  to  be  legally  bound,  the undersigned,
Spectrum  Sciences  &  Software, Inc., 91 Hill Avenue, Ft. Walton Beach, Florida
32548, and its successors and assigns (collectively "Maker"), promises to pay to
Washington  Group  International, Inc., 96167 Collections Center Drive, Chicago,
Illinois  60693  ("Payee"),  at  Payee's  offices  in  Chicago,  Illinois,  the
principal  amount  of One-hundred seventy six thousand, one hundred twenty eight
dollars  and  12 cents ($176,128.12) ("Principal Amount") on the following terms
and  conditions:

     1.     Maker  shall  pay  Payee  in  accordance  with the Schedule attached
hereto  as  Exhibit  "A".   Each payment is due and owing on or before the first
day  of  each  month  identified  on  Exhibit  "A".

     2.  Interest  shall accrue on the unpaid balance of the Principal Amount at
the  rate  of  12%,  as  set  forth  more  fully  in  Exhibit  "A".

     3.  Payee  agrees  that  unless  there  is  an Event of Default (as defined
below),  Payee  will  not  take  any  legal  action against Maker to collect the
Principal  Amount  or  interest

     4.  Upon  an  Event  of  Default  the  entire unpaid Principal Amount, less
amounts  already  paid  under  this  Promissory  Note,  shall be immediately due
(without  notice)  and  interest shall thereafter accrue on the unpaid Principal
Amount  at  the  rate  of  18%  per  annum  until  all amounts due hereunder are
satisfied,  both  before  and  after  the  entry  of any judgment against Payee.

     5.  Maker  may  at  any time pre-pay the entire unpaid Principal Amount and
interest  or  any  part  thereof  without  penalty.

     6.  Each  of  the following shall constitute an Event of Default under this
Promissory  Note:

          (a)     The  failure  of  Maker  to  pay  an installment of principal,
interest,  or  other  amounts  on  the  due  date  for  such  payment.

          (b)     The  institution  by  either Maker of any proceeding under any
federal  or  state  bankruptcy or insolvency law for the purpose of obtaining an
adjudication  that  the  Maker  is  bankrupt or insolvent or otherwise obtaining
relief  from  the debts of the Maker, or the failure of the Maker to produce the
dismissal  within  sixty (60) days of any involuntary proceeding brought against
it  under  any  federal  or  state  bankruptcy  or  insolvency  law;


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          (c)     The  adjudication of the Maker as bankrupt or insolvent or the
appointment  of  a  trustee or receiver for all or any portion of the assets and
property  of  the  Maker;

          (d)     Any  general  assignment  by  the  Maker  for  the  benefit of
creditors;
          (e)     If custody or control of any part of the property of the Maker
shall  be  assumed  by  any  governmental  agency  or  any  court  of  competent
jurisdiction  through a receiver or otherwise, or if any action shall take place
or  event occur, the effect of which would be to materially adversely affect the
property  or  financial  operations  of  either  Maker;

          (f)     If  any representation made by either Maker in this Promissory
Note  shall  be  false  or  misleading  in  any  material  respect;  or

          (g)     The  transfer  of substantially all of the assets of the Maker
or  the  dissolution,  liquidation  or  cessation  of  a material segment of the
business/financial  operations  of  either  Maker  shall  occur.

     7.  Maker  hereby waives any present or future laws exempting any property,
real  or personal, or any part of the proceeds arising from any sale of any such
property,  from  attachment,  levy  or sale under execution, and agree that such
property may be sold to satisfy any judgment entered on this Promissory Note, in
whole  or  in  part  and  in  such  order  as  Payee  shall  designate.

     8.  Maker  hereby  waives  presentation,  demand,  protest  and  notice  of
nonpayment  in  connection  with  this  Promissory  Note.  The granting, with or
without notice, of any extension of time for the payment of any amount due under
this  Promissory  Note  or  for  the  performance  of any covenant, condition or
agreement  contained herein, or for the taking or release of other or additional
security,  shall  not release or discharge the liability of Maker for payment of
this  Promissory  Note.

     9.  In  addition  to  any outstanding interest and principal due hereunder,
Maker  hereby  unconditionally  agrees  to  pay  Payee, on demand, all costs and
expenses  which it incurs in enforcing or attempting to enforce its rights under
this Promissory Note or any instrument or document securing the obligations owed
hereunder,  including  without  limitation,  all  attorneys'  fees  and costs in
connection  therewith.

     10.  Maker represents and warrants to Payee that (i) Maker has the power to
execute,  deliver  and  carry  out the terms of this Promissory Note, (ii) Maker
possesses  sufficient  funds  and financial abilities to satisfy this Promissory
Note, and that it has no knowledge or reason to know of any fact or circumstance
which  would  or might render it unable to pay the sums due hereunder, (iii) the
execution,  delivery  and  performance of the obligations herein do not conflict
with, cause a default under, or violate any provision of law, regulation, order,
writ,  injunction or decree of any court or governmental department, commission,
board,  bureau or agency, or any agreement, or charter document, by-law or other
arrangement,  and  (iv) no consent or notice is required of anyone in connection
with the signing of this Promissory Note and performance of the terms hereof and
thereof,  as  applicable.


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                             CONFESSION OF JUDGMENT
                             ----------------------

     UPON  AN  EVENT  OF DEFAULT HEREUNDER, MAKER HEREBY IRRE-VOCABLY AUTHORIZES
AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT
OR  ANY  SIMILAR  OFFICIAL  IN  A JURISDICTION OF COMPETENT JURISDICTION, AT ANY
TIME,  TO APPEAR FOR MAKER AND TO CONFESS JUDGMENT AGAINST MAKER AND IN FAVOR OF
PAYEE  FOR THE ENTIRE UNPAID AMOUNT DUE UNDER THIS NOTE, TOGETHER WITH INTEREST,
COSTS  OF  SUIT  AND  ATTORNEYS'  FEES  IN  AN AMOUNT EQUAL TO 15% OF THE UNPAID
BALANCE  OF  THE  SAME  OR  $10,000.00,  WHICHEVER  IS  GREATER, WITHOUT STAY OF
EXECUTION  AND,  FOR  SO  DOING,  A COPY OF THIS NOTE, DULY VERIFIED, SHALL BE A
SUFFICIENT  WARRANT,  AND  IT  SHALL  NOT  BE  NECESSARY  TO FILE OR PRODUCE THE
ORIGINAL  HEREOF.  TO  THE EXTENT PERMITTED BY LAW, MAKER RELEASES ALL ERRORS IN
SUCH  PROCEEDINGS.  THE FOREGOING WARRANT OF ATTORNEY SHALL NOT BE EX-HAUSTED BY
ANY  SINGLE  EXERCISE THEREOF, BUT MAY BE EXERCISED AS OFTEN AS PAYEE SHALL DEEM
NECESSARY,  AND  IF  ANY EXERCISE OR ATTEMPTED EXERCISE OF SUCH WARRANT SHALL BE
HELD  INVALID  BY  ANY  COURT,  SUCH  HOLDING SHALL NOT BE DEEMED TO PREVENT THE
EXERCISE  OF  SUCH  WARRANT  ON  ANY  OTHER  OCCASION.  MAKER  COVENANTS  NOT TO
CHALLENGE  THE  VALIDITY  OR  ENFORCEABILITY OF SAID WARRANT OR JUDGMENT.  MAKER
FURTHER  ACKNOWL-EDGES THAT IT UNDERSTANDS THAT UPON THE ENTRY OF THE CON-FESSED
JUDGMENT,  PAYEE MAY CAUSE MAKER'S PROPERTY TO BE SEIZED TO THE EXTENT PERMITTED
BY APPLICABLE LAW IN ORDER TO SATISFY THE JUDG-MENT.  MAKER FURTHER ACKNOWLEDGES
AND  REPRESENTS  THAT  IT  HAS  AGREED TO THIS WARRANT OF ATTORNEY KNOWINGLY AND
VOLUN-TARILY,  WITH  THE  OPPOR-TUNITY  TO SEEK ADVICE OF COUNSEL.  THE RIGHT TO
CONFESS  JUDGMENT AS SET FORTH HEREIN SHALL BE IN ADDITION TO ALL OTHER REMEDIES
PRO-VIDED  BY  LAW.

     MAKER  REPRESENTS TO PAYEE THAT THE DEBT WHICH IS EVIDENCED BY THIS NOTE IS
FOR  A  BUSINESS  PURPOSE  AND  IS  NOT  A  DEBT RELATING TO PERSONAL, FAMILY OR
HOUSEHOLD  PURPOSES,  OR  A  CONSUMER  CREDIT  TRANSACTION.
                                                                    Initials____

11.     This  Promissory Note shall be binding upon Maker and its successors and
assigns,  and  shall  inure  to  the  benefit  of  Payee, and its successors and
assigns.  This  Promissory Note shall be governed by and construed in accordance
with  the  laws of the State of Illinois, and Maker hereby expressly consents to
the  jurisdiction  of the federal and state courts of the State of Illinois with
respect  to  any  action  which  Payee may choose to bring against it under this
Promissory  Note;  provided,  however,  that  nothing  contained herein shall be
deemed to restrict the right of Payee to commence an action against Maker in any
     court of any other county or in any other state or any other country having
appropriate  jurisdiction  or  venue.


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12.     Should  any  part  of  this  Promissory  Note  be  adjudged  invalid  or
unenforceable,  the  remainder  shall  not  be  affected  thereby.

     IN  WITNESS  WHEREOF, Maker has EXECUTED THIS Promissory Note, intending to
be  legally  bound  thereby,  as  of  the  day  and  year first set forth above.


                                                      MAKER: SPECTRUM SCIENCES
                                                             & SOFTWARE, INC.

Witness:

By:  __________________                  By:  __________________________  (SEAL)

                                      Title:  _________________



Address  of  Spectrum  Sciences  &  Software,  Inc.  :

________________________________

________________________________

________________________________


                                                      PAYEE: WASHINGTON GROUP
                                                             INTERNATIONAL, INC.

Witness:

By:  __________________                  By:  __________________________  (SEAL)

                                      Title:  _________________

Address  of  Washington  Group  International,  Inc.:

________________________________

________________________________

________________________________


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