PROMISSORY NOTE

$100,000.00                                                  Springfield, MA
                                                             August 12, 1997

     FOR VALUE RECEIVED, U. S. AMATEUR SPORTS, Inc.. a Florida corporation
with an usual place of business at RCA Blvd., Palm Beach Gardens, Florida,
promise to pay to STRATEX CORPORATION, a Florida corporation, having an usual
place of business in Palm Beach Gardens, Florida, or order, (hereinafter
collectively referred to as Lender) the principal sum of ONE HUNDRED THOUSAND
($100,000.00) DOLLARS in lawful money of the United States, together with
interest thereon, interest at the rate equal to the prime lending rate as
reported in the Wall Street Journal plus six (6%) percent, payable in monthly
installments of interest only commencing on September 1, 1997, and on the
first day of each month thereafter until September 1, 1998, at which time all
principal and interest is due.

     There shall be a late charge in the amount of three {3.00%) percent of
any monthly installment received more than fifteen (15) days after its due
date.

     At the option of the holder, the entire outstanding principal balance of
this Note and all accrued interest thereon shall become immediately due and
payable without notice or demand upon the occurrence at any time of any of the
following events, which events shall be referred to as an "Event of Default"
and the terms "Events of Default" or "Default" shall mean whenever they are
used in this Note, any one or more of the following events;

     (1)  Failure by the Borrower to make any loan payment of interest and/or
principal or any other payment required to be

<PAGE>

paid hereunder on the Mortgages and Security Agreement, or any other loan
documents executed in connection herewith or therewith (hereinafter sometimes
referred to as the "Loan Documents") within ten (10) days of its due date,
whether upon acceleration or otherwise. In the event no such failure has
occurred in the prior 12 month period. Borrower shall have an additional five
(5) days after written notice of such failure.

     (2) Failure by the Borrower to observe or perform any other covenant,
condition, or agreement on its part to be observed or performed under any of
the Loan Documents for a period of thirty (30) days after written notice of
such failure has been given to the Borrower.

     (3) Material inaccuracy or incompleteness of any representation or
warranty made by or on behalf of the Borrower in connection with this
transaction.

     (4) The Borrower shall be involved in financial difficulties as evidenced
by:

     (a) Commencement of a voluntary case under Title 11 of the United States
Code or the entry of an Order for Relief in any voluntary case commenced under
said Title 11;

     (b) Admitting or falling to deny the material allegations of a Petition
filed against them or any of them commencing an Involuntary case under said
Title 11, or if such Petition or proceeding under said Involuntary Petition is
not dismissed within forty-five (45) days from the date on which it has been
filed or instituted;

     (c) Seeking relief as a debtor under any applicable law of

                                    2
<PAGE>


any jurisdiction relating to the liquidation or reorganization of debtors, or
to the modification a or alteration of the rights of creditors, or by its
consenting to,or acquiescing in such relief.

     (d) Making an assignment for the benefit of or entering into a
composition with its creditors, or appointing or consenting to the appointment
of a receiver or other custodian for all or a substantial part of its
property, by the entry of an Order of any Court of competent jurisdiction,
including the Bankruptcy Court, finding it to be bankrupt or insolvent, or
ordering or approving its liquidation, reorganization or any modification or
alteration of the right. of its creditors, or assuming custody of or
appointing a receiver or other custodian for all or a substantial part of its
property.

     (5) The occurrence of an Event of Default under the terms of the Loan
Documents or any other instrument now or hereafter securing this Note or
evidencing the indebtedness secured hereby, all of which ate hereby
incorporated herein as if set forth at length.

     The makers and any endorsers and/or guarantors heroin severally waive
presentment, protest and demand, notice of protest, demand and of dishonor and
nonpayment of this Note and expressly agree that this Note or any payment
thereunder may be extended with or without consideration therefor, without ln
any way affecting the liability of the makers, endorsers and guarantors
hereof.

     Any and all deposits or other sums at any time credited by or due from
the Holder hereof and all securities or other

                                    3
<PAGE>


property in the possession of the Holder hereof belonging to the makers,
endorser and guarantor hereof shall be subject to a security interest in favor
of the Holder hereof and shall be treated as collateral to secure the payment
of this Note, performance of the obligations pursuant to this Note and the
payment and Performance of any and all other liabilities and obligations,
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, of the aforesaid parties to the holder hereof,
and in the Event of Default, the Holder hereof may sell or dispose of any or
all of said securities or other property and may exercise any and all of the
rights accorded the Holder by the Uniform Commercial Code. The Holder hereof
may apply or set off such collateral against such obligations or liabilities
in tho Event of Default.

     The Lender may transfer this Note and deliver to the transferee all or
any part of the property, if any, then held by it as security hereunder, and
the transferee shall become vested with all the powers and rights herein given
to the Lender with respect to the property, if any, so transferred, but the
Lender shall retain all rights and powers hereby given with respect to any
property, if any, not so transferred.

     No delay or omission on the part of the Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. A waiver on any one occasion shall not be construed as a bar to or
a waiver of any such right and/or remedy on any future occasion.

                                    4

<PAGE>


     The Lender is also hereby authorized, in its sole and exclusive
discretion, and without notice to the undersigned, to date this Note as of the
date when the loan is made; cause or permit one or more co-makers, endorsers,
guarantors, or other securities to be added, released, substituted, or
withdrawn as parties hereto, either before or after the making of the loan;
and to release, exchange, or substitute any collateral pledged, assigned,
mortgaged or secured to the Lender in connection herewith, by one or more
co-makers, endorsers, guarantors, or securities, and return the Note when paid
to any of the undersigned.

     This Note has been executed in and shall be construed as a Florida
contract for all purposes, without exception.

     In the event any payment of principal or interest received upon this
obligation and paid by the undersigned, or any guarantor, surety, co-maker or
endorser, shall be deemed by final order of a court of competent jurisdiction
to have been a voidable preference or fraudulent conveyance under the
bankruptcy or insolvency laws of the United States, or otherwise due to any
party other than the Lender, then in any such event, the obligation of said
undersigned, or any guarantor, surety, co-maker, or endorser shall, jointly
and severally, survive as an obligation due hereunder and shall not be
discharged or satisfied by said payment or payments, notwithstanding return by
the lender to said parties of the original hereof, or any guaranty,
endorsement, or the like.

     All of the Lender's rights and remedies, whether evidenced

                                    5
<PAGE>


hereby or by any other agreement, instrument or paper, shall be cumulative and
may be exercised singularly or concurrently.

     It is not intended under this Note to charge interest at a rate exceeding
the maximum rate of interest permitted to be charged under applicable law, but
if, notwithstanding, interest exceeding said maximum rate shall be paid
hereunder, the excess shall be, at the Lender's option, either (i) deemed a
voluntary prepayment of principal of (ii) refunded to the undersigned.

     The undersigned expressly warrant that the proceeds of the loan shall be
used solely for business purposes and that this transaction is not a consumer
transaction subject to M.G. L. c.140D, Federal Reserve Board Regulation Z, or
other "Consumer Protection" statutes, regulations, or restrictions, without
exception.

     The forms and conditions of this Note and any agreement relating to the
collateral constitute the entire agreement and supersede any prior agreements
or undertakings, both written and oral, of the Lender and the undersigned with
respect to the subject matter hereof any may not be modified or amended except
in writing and signed by the Lender.

     This Note is subject to prepayment without premium, in whole or in part.

     The undersigned will pay on demand all costs of collection and reasonable
attorney's fees incurred or paid by the Holder in enforcing this Note or any
default.

     The word "undersigned" where used herein shall mean the payer or other
endorsers, co-signers, sureties and any other

                                    6
<PAGE>




person signing this note.

     The word "Holder" where used herein shall mean the payee or other
endorsee of this Note who is in possession of it, or the bearer herein if this
Note is at the time payable to the bearer.

     The undersigned agrees to be bound by the terms and conditions as stated
herein and acknowledged receipt of a completed copy of this Note.

     This Note is secured by a security agreement in the assets and equipment
of U.S. AMATEUR SPORTS, INC.

     Executed as a sealed instrument this 12th day of August, 1997.



                                  U.S. AMATEUR SPORTS, INC., Borrower



Witnesseth:                       By:  /s/ David J. Panaia
                                       Its President     8/12/97

/s/ Gerald V. Bergman

                                    7