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                                                                   EXHIBIT 10.46

                      AMENDED AND RESTATED PROMISSORY NOTE

$156,638                                                        January 27, 2000

FOR VALUE RECEIVED, Bikers Dream Inc. (the "Company") hereby promises to pay
Bill Whalen as the Payee at 69 Oriole Way, Westbury, NY 11590-1126(or at such
other address as the Payee may notify the Company from time to time), the
principal sum of One Hundred and Fifty Six Thousand Six Hundred and Thirty Eight
DOLLARS ($156,638) or the outstanding principal amount hereof, whichever is
less, in lawful money of the United States of America and in immediately
available funds, without set-off, counterclaim or deduction of any kind, on
March 31, 2000 subject to pre-payment or the earlier date described below, and
to pay interested on the unpaid principal amount of this Note for the period
commencing on the date hereof until this Note shall be paid in full at a rate
equal to 12% per annum. Principal and accrued interest on this Note shall be
payable in full on or before March 31, 2000 or in part upon the earlier receipt
of funds by the Company from any third-party lender or investor (each, a
"Prepayment Date"), in an amount equal to the net proceeds of each financing up
to the outstanding principal and accrued interest herein.

        The Note shall have the following terms and conditions:

1.      This Note amends and restates that certain of the promissory note of the
        Company, dated November 22, 1999 in the principal amount of $200,000,
        payable on or before March 31,2000 (the original maturity date"). This
        restated and amended note includes $150,000 principal of that $200,000
        Note and also includes $4,338 in interest from the $200,000 note, and
        $2,300 interest accrued on the Promissory Note in the principal amount
        of $100,000 dated November 18, 1999. The balance of the principal of the
        $200,000 Note dated November 22, 1999, in the amount of $43,362, will be
        included in the New Promissory Note in the principal amount of $150,000
        dated January 27, 2000. Interest will continue to accrue only on the
        principal balance of 150,000 represented in this note.

2.      This Note may be prepaid, in whole or in part, prior to March 31, 2000
        (the "Maturity Date"), and shall be prepaid to the extent set forth
        above on each Prepayment Date. The indebtedness evidenced by this Note
        shall be pari passu with all other senior unsecured indebtedness of the
        Company.

3.      The Maturity Date of this Note may be further extended at the option of
        the Payee.

4.      An "Event of Default" shall occur if one or more of the following events
        shall occur and be continuing: (A) the Company shall fail to pay the
        principal and accrued interest on the Note when due; (B) the Company
        shall default in any material respect on any of its obligations under
        this Note or any representation or warranty by the Company in connection
        herewith shall prove to have been untrue or in any respect on or as of
        the date made, which default remains uncured 15 days after written
        notice thereof from the holder hereof to the Company, (C) the Company
        shall (i) apply for or consent to the appointment of, or taking
        possession by, a receiver, custodian, trustee or liquidation of itself
        or of all or a substantial part of its property, (ii) make a general
        assignment for the benefit of its creditors, (iii) commence a voluntary
        case under relevant bankruptcy code or similar law (as now or hereafter
        in effect), or (v) admit in writing its inability to pay its debt
        generally as they become due, or (vi) take any action for the purpose of
        effecting any of the



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        foregoing: or (D) a proceeding or case shall be commenced, without the
        application or consent of the Company, in any court of competent
        jurisdiction, seeking (i) its liquidation, reorganization, dissolution
        or winding-up, or the composition or readjustment of its debts, (ii) the
        appointment of a trustee, receiver, custodian, liquidator or the like
        of the Company or all or any substantial parts of its assets, or (iii)
        similar relief in respect of the Company under any law relating to
        bankruptcy, insolvency, reorganization, winding-up, or composition or
        adjustment of debts, and such proceeding or case shall continue
        un-dismissed, or an order, judgment or decree approving or ordering any
        of the foregoing shall be entered and continue un-stayed and in effect,
        for a period of 30 days; or an order for relief against this Company
        shall be entered in an involuntary case under any relevant bankruptcy
        code or similar law (as now or hereafter in effect):

5.      THEREUPON: (1) in the case of an Event of Default other than one
        referred to in clause (C) or (D) of the immediate preceding paragraph,
        the Payee, by written notice to the Company, may declare the principal
        amount of this note then outstanding and the accrued interest thereon
        and all other amounts payable by the Company hereunder to be forthwith
        due and payable, whereupon such amounts together with interest
        thereafter accruing at 25% shall be immediately due and payable without
        presentment, demand, protest or other formalities of any kind (other
        than the notice expressly provided for above in the sub clause (1), all
        of which are hereby expressly waived by the Company): and (2) in the
        case of an Event of Default referred to in clause C or (D) of the
        immediate preceding paragraph, the principal amount then outstanding of,
        and the accrued interest on this Note and all other amounts payable by
        the Company hereunder shall become automatically immediately due and
        payable without presentment, demand, protest or other formalities of any
        kind, all of which are hereby expressly waived by the Company.

6.      The Company agrees to pay upon demand all costs of collection and
        enforcement of this Note, together with the costs incurred by the
        Company in connection with any extension, amendment or restatement of
        this Note (including without limitation, in connection with the
        preparation, review, or other revision of this amended and restated
        promissory note and any other document in connection herewith).

7.      This Note may be negotiated, assigned or transferred without the consent
        of the Company.

8.      THIS AMENDED AND RESTATED PROMISSORY NOTE SHALL BE GOVERNED BY AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
        APPLICABLE TO INSTRUMENTS MADE AND DELIVERED THEREIN BY RESIDENTS
        THEREOF.


                                            Bikers Dream, Inc.


                                            By /s/ H. Rosenman
                                               ---------------------------------

                                            Name
                                                --------------------------------

                                            Title CEO
                                                 -------------------------------