exhibit106


    EXHIBIT
      10.6

    


    


     

    
 

    


    


    


    


    PROMISSORY
      NOTE

    


    BY
      AND BETWEEN

    


    SIGN
      MEDIA SYSTEMS, INC., AS THE LENDER

    


    AND

    


    OLYMPUS
      LEASING COMPANY, AS THE BORROWER

     

     

     

     

     

     

     

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    PROMISSORY
      NOTE

    


    
      	
              $1,200,000

            	
              Sarasota,
                Florida

            
	 	
              June
                28, 2005

            


    

    


    FOR
      VALUE RECEIVED,
      Olympus
      Leasing Company, a Florida Corporation (“Borrower”), promises to pay to the
      order of Sign Media Systems, Inc., a Florida corporation (“Lender”), during
      regular business hours at Lender’s office at 2100 19th
      Street,
      Sarasota, FL 34234 or such other place as Lender may from time to time
      designate, the principal sum of One Million Two Hundred Thousand and No/100
      Dollars (“Loan”), with interest thereon at the rate or rates specified below
      until paid in full, and any and all other sums which may be owing to Lender
      by
      Borrower pursuant to this Promissory Note (“Note”), in accordance with the
      provisions set forth herein.

    


    1. PRIMARY
      BUSINESS TERMS

    


    1.1. Maturity
      Date.
      The
      final and absolute maturity date of this Note (“Maturity Date”) shall be June
      28, 2010.

    


    1.2. Interest
      Rate.
      From
      the date of this Note until all sums owed on this Note are paid in full,
      interest shall accrue on the principal balance outstanding under this Note
      at
      Five and Three Tenths percent (5.3%) per annum.

    


    1.3. Payment.
      Borrower shall make a payment to Lender of accrued and unpaid interest only
      on
      June 28, 2006, and on the same day of each succeeding year thereafter. On the
      Maturity Date, Borrower shall pay in full all sums due under this Note,
      including principal, interest, charges and fees. All payments made under this
      Note shall be made by such form of check, draft or other instrument as may
      be
      approved from time to time by Lender, and shall be payable in lawful money
      of
      the United States of America, which shall be legal tender in payment of all
      debts and dues, public and private, at the time of payment. All payments made
      under this Note shall be applied first to late charges or other sums owed to
      Lender, next to accrued interest, and then to principal, or in such other order
      or proportion as Lender, in Lender’s sole discretion, may elect from time to
      time.

    


    1.4. Late
      Charge.
      If any
      payment due under this Note is not received by Lender within fifteen (15)
      calendar days after its due date, Borrower shall pay a late charge equal to
      5%
      of the amount then due.

    


    1.5. Prepayment.
      Borrower may prepay this Note in whole or in part at any time or from time
      to
      time without premium or additional interest. All prepayments shall be applied
      to
      principal in the inverse order of scheduled maturities.

    


    2. DEFAULT
      AND REMEDIES

    


    2.1. Events
      of Default.
      Each of
      the following shall constitute an event of default under this Note (“Event of
      Default”):

    


    (a). A
      default
      in the payment of any sum due under this Note.

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    2.2. Remedies.
      Upon
      the occurrence of an Event of Default, in addition to all other rights and
      remedies available to Lender under the Loan Documents and applicable law, Lender
      shall have the following rights and remedies:

    


    (a). Acceleration.
      Lender, in Lender’s sole discretion and without notice or demand, may declare
      the entire principal balance outstanding under this Note, plus accrued interest
      and all other sums owed under this Note, immediately due and payable; reference
      is made to the Loan Documents for further and additional rights on the part
      of
      Lender to declare the entire balance outstanding under this Note, plus accrued
      interest and all other sums owed under this Note, immediately due and
      payable.

    


    (b). Default
      Interest Rate. Lender, in Lender’s sole discretion and without notice or demand,
      may raise the rate of interest accruing on the principal balance outstanding
      under this Note to the highest rate allowed by applicable law, independent
      of
      whether the Lender elects to accelerate the principal balance outstanding under
      this Note.

    


    2.3. Expenses
      of Collection and Attorneys’ Fees.
      If this
      Note is referred to an attorney for collection, whether or not suit has been
      filed, Borrower shall pay all of Lender’s costs, fees and expenses, including
      reasonable attorneys’ fees, resulting from such referral.

    


    3. MISCELLANEOUS

    


    3.1. Assignability.
      This
      Note may be assigned by Lender or any holder at any time or from time to time.
      This Note shall inure to the benefit of and be enforceable by Lender and
      Lender’s successors and assigns and any other person to whom Lender or any
      holder may grant an interest in Borrower’s obligations under this Note, and
      shall be binding and enforceable against Borrower and Borrower’s personal
      representatives, successors and assigns.

    


    3.2. Negotiable
      Instrument.
      Borrower agrees that this Note shall be deemed a negotiable instrument even
      if
      this Note would not qualify under applicable law, absent this Section, as a
      negotiable instrument.

    


    3.3. Joint
      and Several Liability.
      All
      liabilities under this Note shall be joint and several.

    


    3.4. Choice
      of Law.
      This
      Note shall be governed by the laws of the State of Florida (excluding principals
      of conflicts of law). The parties agree that for choice of law purposes this
      Note shall be deemed entered into and performed in the State of
      Florida.

    


    3.5. Unconditional
      Obligations.
      Borrower’s obligations under this Note shall be the absolute and unconditional
      duty and obligation of Borrower and shall be independent of any rights of
      set-off, recoupment or counterclaim which Borrower might otherwise have against
      the holder of this Note, and Borrower shall pay absolutely the payments of
      principal, interest, fees and expenses required under this Note, free of any
      deductions and without abatement, diminution or set-off.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    3.6. Tense;
      Gender; Section Headings.
      In this
      Note, the singular includes the plural and vice
      versa;
      and
      each reference to any gender also applies to any other gender. The section
      headings are for convenience only and are not part of this Note.

    


    3.7. Time.
      Time is
      of the essence of this Note.

    


    4. CONSENTS
      AND WAIVERS

    


    4.1. Waiver
      of Presentment, Etc.
      Borrower waives presentment, notice of dishonor and protest.

    


    4.2. Consent
      to Extensions, Etc.
      From
      time to time, without affecting any of the obligations of Borrower under this
      Note, without giving notice to or obtaining the consent of Borrower, and without
      liability on the part of Lender, Lender may, at Lender’s option, extend the
      maturity of this Note, or any payment due under this Note, reduce the amount
      of
      any payments under this Note, release anyone liable on any amount due under
      this
      Note, accept a renewal of this Note, modify the terms of payment of any amounts
      due under this Note, join in any extension or subordination agreement, release
      any security for the Note, or take or release any other or additional
      security.

    


    4.3. Jury
      Trial Waiver.
      Borrower and Lender (by acceptance of this Note) jointly waive trial by jury
      in
      any action or proceeding to which Borrower and any holder of this Note may
      be
      parties, arising out of or in any way pertaining to this Note or any of the
      other Loan Documents. It is agreed and understood that this waiver constitutes
      a
      waiver of trial by jury of all claims against all parties to such actions or
      proceedings, including claims against parties who are not parties to this Note.
      This waiver is knowingly, willingly and voluntarily made by Borrower, and
      Borrower hereby represents that no representations of fact or opinion have
      been
      made by any individual to induce this waiver of trial by jury or to in any
      way
      modify or nullify its effect.

    


    IN
      WITNESS WHEREOF,
      Borrower has duly executed this Note under seal as of the date first written
      above.

     

    BORROWER:


Olympus
      Leasing Company


By:/s/  Antonio
      F.
      Uccello                            
      (SEAL)
           
      Antonio
      F. Uccello,
      III
           
      President

     

     

     

     

    
 

    
      
         

      

      
        4