Exhibit 4.3

                                 PROMISSORY NOTE

$750,000.00               Arlington, Texas                        August 3, 2001

         FOR VALUE RECEIVED, the undersigned, EMERGISOFT HOLDING, INC., a Nevada
corporation  ("Maker"),  promises to pay to the order of Berlwood Five,  Ltd., a
Texas limited  partnership  (herein together with all subsequent  holders hereof
called  "Holder") the  principal sum of SEVEN HUNDRED FIFTY  THOUSAND AND NO/100
DOLLARS ($750,000.00),  or such lesser amount as may be advanced in lawful money
of the United States of America,  with  interest  thereon  calculated  from date
until maturity at the rate per annum  hereinafter  provided,  both principal and
interest payable at 1201 North Watson Road, Suite 145, Arlington, Texas 76006.

         Interest on the principal  balance  hereof from time to time  remaining
unpaid  prior to maturity  shall accrue at a rate per annum equal to ten percent
(10%),  calculated  on the basis of actual days elapsed over a year  composed of
360 days, or the maximum rate allowed by law.

         The  principal  and  accrued  interest  of this Note is  payable in one
installment on April 30, 2002.

         All past due principal  and interest  shall bear interest from maturity
at the rate of eighteen percent (18%) per annum, calculated, notwithstanding any
other provision hereof,  on a 365 or 366 day year, as applicable,  commencing on
the date on which demand for payment shall be made in writing.

         Until maturity,  Maker shall have the right to borrow,  at any time and
from time to time without premium or penalty, amounts up to but not exceeding at
any one time  outstanding  the above stated  principal  amount of this Note. The
advances  hereunder  made by Holder to Maker and all  payments of the  principal
thereof and  interest  thereon may be noted by Holder on the  schedule  attached
hereto,  or on a  continuation  of such  schedule  attached  hereto  or  similar
computer-generated  payment  schedule;  provided,  however,  that the failure of
Holder to make any such notation or any error in making such notation  shall not
limit or otherwise affect the obligations of Maker hereunder.

         Each maker,  surety,  endorser,  guarantor  and/or  other party  liable
hereon,  and all parties  assuming any payment hereof,  severally  waives grace,
presentment,  protest,  notice of every  type,  including,  without  limitation,
notice of default,  notice of intention to accelerate,  notice of  acceleration,
and notice of protest, and consents that time of payment may be extended without
notice. Each maker, surety, endorser, guarantor and/or other party liable hereon
agrees that their liability on this Note shall be joint and several with that of
any other  party  obligated  hereon,  shall not be  affected  by any  renewal or
extension of this Note, by any  indulgences,  or by any release or change in any
security for this Note, and hereby consents to any and all renewals, extensions,
indulgences,  releases or changes,  regardless of the number.  It is agreed that
the waiving by Holder of any default of Maker shall be limited to the particular
incident,  and shall not be  deemed  to waive any other  default  of the same or
other covenants  hereunder.  It is hereby  specially agreed that if this Note is
placed in the hands of an attorney  for  collection,  or if collected by suit or
through bankruptcy  proceedings,  Maker agrees to pay reasonable attorney's fees
in addition to the principal and interest then due hereon, and together with all
costs of collection.

         Regardless of any provision  contained in this Note,  the Holder hereof
shall never be entitled to receive,  collect or apply, as interest on this Note,
any  amount in excess of the  maximum  interest  permitted  by law on  corporate
obligations  (the "Maximum  Rate").  In determining  whether or not the interest
paid or payable under any specific  contingency  exceeds the Maximum Rate, Maker
and the Holder hereof shall, to the maximum extent  permitted  under  applicable
laws, (i) characterize any non-principal  payment

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as an expense,  fee or premium rather than as interest,  (ii) exclude  voluntary
prepayments and the effects thereof, and (iii) amortize,  prorate,  allocate and
spread,  in  proportionate  parts,  the total amount of interest paid or payable
throughout the entire contemplated term of this obligation so that the effective
interest rate is uniform  throughout the entire term of this Note. If the Holder
hereof ever  receives,  collects or applies as interest  any amount in excess of
the Maximum Rate,  then any such amount which would be excessive  interest shall
be deemed a partial prepayment of principal,  and treated hereunder as such; and
if the principal  balance of the indebtedness  evidenced hereby has been paid in
full,  then the Holder hereof shall refund to Maker the amount of such excessive
interest.

         If any of the terms of this Note  conflict in any respect with those of
any other document or instrument  referred to herein or executed,  in connection
herewith, the terms of this Note shall control.

         Any legal action or proceeding  against Maker with respect to this Note
may be  brought  in the  courts  of the State of Texas or the  United  States of
America in Texas.  By the  execution  and  delivery of this Note,  Maker  hereby
submits to each such  jurisdiction.  Nothing herein  contained  shall affect the
jurisdiction of any other court.

         EXECUTED as of the 3rd day of August, 2001.

                         EMERGISOFT HOLDING, INC.,
                         a Nevada corporation

                         By:      /s/Dan Witte
                         ------------------------------------------------------
                         Name:    Dan Witte
                                  Chief Operating Officer/Chief
                                  Financial Officer