PROMISSORY NOTE



$500,000.00                  Miami, Florida                        April 1, 1999



     FOR VALUE RECEIVED, AMERICAN CARD TECHNOLOGY, INC., a Delaware
corporation ("Maker") promises to pay to the order of LILLY BETER CAPITAL GROUP,
LTD., a Delaware corporation ("Holder") at its chief executive office at 3925
Excelsior Boulevard, Suite 500, St. Louis Park. Minnesota 55416, or at such
other place as may be designated in writing from time to time by Holder, the
maximum aggregate principal sum of up to Five Hundred Thousand and 00/100 Dol-
lars ($500,000.00), together with interest accruing on the unpaid balance of
this Note, at a fixed rate per annum equal to ten percent (10.00%).  Interest
shall be charged on the principal balance from time to time outstanding on the
basis of the actual number of days elapsed computed on the basis of a three hun-
dred sixty (360) day year.  Interest shall be due and payable in arrears on the
Maturity Date, as hereinafter defined.

     The principal amount of this Note shall be advanced by Holder, at Holder's
sole discretion, from time to time.  Advances and payments under this Note shall
be evidenced by a ledger maintained by Holder and attached hereto which shall
set forth, among other things, the principal amount of any advances and payments
therefor.  The outstanding principal amount, together with all accrued but
unpaid interest thereon, shall be due and payable in full on June 30, 2001 (the
"Maturity Date").

     This Note is subject in all respects to the terms and conditions of that
certain Loan Agreement dated this date between Maker and Holder, including,
without limitation, Events of Default and repayment terms set forth therein.

     Maker hereof further promises to pay, in addition to said principal sum and
interest, all taxes assessed upon this Note, and all reasonable costs and
expenses, including, without limitation, attorneys' fees, incurred in the col-
lection of this Note.

     Maker shall have the right to prepay the outstanding principal amount of
this Note, in whole or in part at any time.  Any partial prepayments shall be
applied first to accrued and unpaid interest and second to the principal out-
standing under this Note.

     Notwithstanding any provisions of this Note, it is the understanding and
agreement of Maker and Holder that the rate of interest to be paid by Maker to
Holder shall not exceed the highest or maximum rate of interest permissible to
be charged by a lender such as Holder to a commercial borrower such as Maker
under the laws of the State of Georgia.  Any amount paid in excess of such rate
shall be considered to have been payments in reduction of principal.

     Maker waives diligence, demand, presentment for payment, notice of nonpay-
ment, protest and notice of protest, and notice of any renewals or extensions of
this Note, and all rights under any statute of limitations, and agrees that the
time for payment of this Note may be extended at Holder's sole discretion, with-
out impairing Maker's liability thereon.


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     This Note shall be governed by and construed in accordance with the laws
of the State of Georgia.


                                  AMERICAN CARD TECHNOLOGY, INC.



                                  By: /S/ LAWRENCE O. PERL
                                      ----------------------
                                      Lawrence O. Perl
                                      Its Chief Executive Officer