PROMISSORY NOTE



$250,000.00              Miami, Florida            March 23, 1999



     FOR VALUE RECEIVED, AMERICAN CARD TECHNOLOGY, INC., a Delaware
corporation ("Maker") promises to pay to the order of BUTTERFLY LTD. TRUST, a
trust formed under the laws of the British West Indies, having  its chief
executive office at P.O. Box 2471, Providenciales, Turks and Caicos Islands,
British West Indies, 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 Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), 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 hundred sixty (360)
day year.  Interest shall be due and payable in arrears on the Maturity Date,
as hereinafter defined.

     Commencing on the date in which Maker first realizes Gross Profits (as
hereinafter defined) after the closing of the Company's contemplated initial
public offering, payments in an amount equal to Gross Profits for the
immediately preceding calendar month shall be due and payable to Holder.  Such
payments shall be applied first to accrued interest and then to reduce the
principal balance of the indebtedness evidenced by this Note.  For purposes
hereof, "Gross Profits" shall mean gross receipts less cost of goods sold. 
Notwithstanding the foregoing, 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").

     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.    

     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
collection 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
outstanding 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<PAGE>
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
nonpayment, 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, without impairing Maker's liability thereon.

     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