PROMISSORY NOTE

$130,000.00                                                   HOLLYWOOD, FLORIDA
                                                              January 22nd, 1999

         FOR VALUE RECEIVED, the undersigned Borrower jointly and severally
promise to pay in lawful money of the United States of America to the order of
SEBASTIANO SALEMI and NUNZIA SALEMI, husband and wife, at such address as is
indicated below or at such other place as the Holder of this Note shall in
writing designate, the principal sum of $130,000.00.

         The outstanding principal balance of this Note existing from time to
time shall bear interest at the rate of 12% per cent per annum from January
22nd, 1999.

         Principal and Interest shall be payable as follows:

         Equal monthly installments of interest in the sum of $1,300.00 shall be
payable commencing February 22nd, 1999 and continue in like fashion through
January 22nd, 2000. Additionally the maker shall pay a principal payment of
@20,000.00 on January 22nd, 2000. Commencing on February 22nd, 2000, monthly
payments of interest shall be payable in the sum of $1,100.00 and shall continue
monthly thereafter in like fashion until January 22nd, 2001, when the principal
balance together will all accrued interest shall be paid in full.

         This Note may be prepaid in whole or in part at any time without
premium or penalty.

         Any payment received more than ten (10) days after the due date shall
contain a late charge of five (5%) per cent of the payment due.

         This note is secured by a Purchase Money Second Mortgage of even date
herewith: (all of such agreements, mortgage(s) and other documents executed in
connection with this Note securing the obligations of this Note are hereinafter
referred to as the "SECURITY DOCUMENTS").

         The following events shall be events of default ("EVENTS OF DEFAULT')
hereunder:

         (i) failure to pay any part of principal or interest falling sue under
this Note which non-payment continues for a periods in excess of ten (10) days;
or

         (ii) the occurrence of a default of any terms, agreements, covenants or
conditions of this Note or the SECURITY DOCUMENTS which are not timely cured
pursuant to the terms thereof.




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         The occurrence of an EVENT OF DEFAULT shall authorize the Holder of
this Note to declare the entire outstanding principal balance immediately due
and payable in full and to exercise any and all other rights or remedies as
provided by the SECURITY DOCUMENTS and applicable by law. Furthermore, at such
time, all such amounts due but unpaid shall thereafter bear interest from the
date of such nonpayment or exercise, until payment in full, at the maximum
interest rate allowed by law. This Note is to be construed and enforced
according to the laws of the State of Florida.

         If this Note is not paid when due or if it becomes necessary in the
opinion of Note Holder to employ counsel to collect or enforce this Note or to
protect the security for the same, Borrower and all parties liable for the
payment hereunder shall pay to Note Holder, to the extent permitted by
applicable law, all costs, charges, disbursements and reasonable attorney's fees
incurred by Note Holder in collecting or enforcing payment hereof or in
protecting the same, whether incurred in or out of court, including without
limitation probate proceedings, bankruptcy proceedings, and appeals.

         Each Maker, Guarantor and Endorser severally waives presentment,
demand, protest or notice of protest and all requirements necessary t hod each
of them liable as Makers, Guarantors and Endorsers including without limitation,
all homestead exemptions, all appraisement and stay law, and all rights of
redemption, to the full extent permitted by law. Failure of the Holder to
exercise any right hereunder shall not be construed as a Waiver of the right to
exercise the same or any other right at any time and form time to time
thereafter.

         Each Maker, Guarantor and Endorser further agrees, jointly and
severally, to pay all principal and interest due hereunder, costs of collection,
including reasonable attorney's fees and costs of appeal, in case the principal
of this Note or interest thereon is not paid when due, or in case it becomes
necessary to protect the security hereof, whether suit be brought or not.

         During the period of any Default under the terms of this Note, the
interest rate on the entire indebtedness then outstanding shall be at the
highest rate presently allowed t be charged under applicable law or any greater
interest which may be charged under any amendments to applicable law computed
from the date of default and continuing until such Default is cured.

         No provision of this Note shall be construed to mean that Borrower has
paid or agreed to pay, directly or indirectly, under any circumstances
whatsoever, any interest in excess of that which lawfully may be charged under
any applicable law relating to interest. If for any reason interest in excess of
the highest lawful rate shall at any time be paid hereunder, or in the event
that any applicable law limiting the amount of interest or other charges
permitted to be collected from Borrower is interpreted so that any effective
rate of interest or other charges provided for in any loan document or this
Note, whether considered separately or together with other charges levied in
connection with any loan document and this Note, exceed the maximum rate of
interest or

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charges allowed by such law, and Borrower is entitled to the benefit of such
law, such interest or charges are reduced automatically to the extent necessary
to prevent that effective rate of interest from exceeding the maximum rate
allowable under applicable law and to the extent that the Note Holder shall
receive any sum which would constitute excessive interest, such sum shall be
applied to the reduction of the unpaid principal balance due hereunder (however,
no prepayment premium shall be due in connection therewith) and not to the
payment of interest or if such excessive interest exceeds the unpaid balance of
principal, the excess shall be refunded to Borrower. For the purpose of
determining whether any applicable law limiting the amount of interest or other
charges permitted to be collected from Borrower has been violated, all
indebtedness which is secured by any Loan Document or evidenced by this Note and
which constitutes interest, as well as all other charges levied in connection
with such indebtedness which constitute interest, shall be deemed to be
allocated and spread over the stated term (including any renewal or extension)
of this Note to the fullest extent permitted by applicable law. Unless otherwise
required by applicable law, such allocation and spreading shall be effected in
such a manner that the rate of interest computed thereby is uniform throughout
the stated term (including any renewal or extension) of this Note. This
provision shall control every other provision of all agreements between Borrower
and Lender.

         WAIVER OF TRIAL BY JURY, BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND WAIVES ANY RIGHT TO TRIAL BY
JURY TO THE FULL EXTENT THAT ANY TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY
AND VOLUNTARILY, BY BORROWER, AND THIS WAIVER IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED AND REQUESTED TO SUBMIT
THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE
PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF BORROWER'S HEREIN
CONTAINED WAIVER OF THE RIGHT TO TRIAL BY JURY. FURTHER, BORROWER HEREBY
CERTIFIES THAT NO DIRECTOR, OFFICER, EMPLOYEE REPRESENTATIVE OR AGENT OF LENDER
(INCLUDING LENDER'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO
BORROWER THAT LENDER WILL NOT SEEK TO ENFORCE THIS WAIVER OF TRIAL BY JURY
PROVISION.

         Any notice that must be given to the Note Holder under this Note will
be given by mailing it by first class mail t the Note Holder at the property
address or at a different address if the Note Holder is given written notice of
that different address.

         If more than one person signs this Note, each person is fully and
personally obligated to keep all of the promises made in this Note, including
the promise to pay the full amount owed. Any person who is a guarantor, surety
or endorser of this Note is also obligated to do these things. Any person who
takes over these obligations, including the obligations of a guarantor, surety
or endorser of this Note, is also obligated to keep all of


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the promises made in this Note. The note Holder may enforce its rights under
this Note against each person individually or collectively.

                                            CUIDAO HOLDING CORPORATION,
                                            a Florida Corporation


                                            (By) /s/ C. Michael Fisher  
                                                 ---------------------------- 
                                                 C. MICHAEL FISHER, President
                                                                    (SEAL)



Payable At:
-----------

4617 Garfield Street
Hollywood, Florida 33021


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