THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT"),  OR ANY STATE  SECURITIES  LAWS AND  NEITHER  THIS  NOTE,  NOR ANY
INTEREST  THEREIN  MAY  BE  OFFERED,   SOLD,  PLEDGED,   ASSIGNED  OR  OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL
AND OPINION ARE REASONABLY  SATISFACTORY  TO THE COMPANY,  THAT THIS NOTE MAY BE
OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR  TRANSFERRED  IN THE MANNER  CONTEMPLATED
WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT OR APPLICABLE  STATE
SECURITIES LAWS.

                             BIG SMITH BRANDS, INC.
                               12% Promissory Note

                                    $100,000

         BIG SMITH BRANDS, INC., a Delaware corporation (the "Company"),  having
its  principal  place of business at 7100 Camino  Real,  Suite 402,  Boca Raton,
Florida   33433,    for   value   received,    hereby   promises   to   pay   to
______________________  ("Holder"),  or  permitted  registered  assigns,  at its
address at on the earlier of (i) twelve (12)  months  from the date  hereof,  or
(ii) the  ________________  closing of an offering of  securities of the Company
with gross proceeds of at least $1 million (the "Maturity Date"), the sum of One
Hundred  Thousand  Dollars  ($100,000) and to pay interest thereon from the date
hereof, payable at the rate of twelve percent (12%) per annum. Interest shall be
payable semiannually  commencing six months from the date of this Note, provided
if the  Maturity  Date is less than six months  from the date  hereof,  then all
accrued  interest shall be payable on the Maturity  Date. All remaining  accrued
interest shall be payable on the Maturity Date. If any interest  payment date or
the  Maturity  Date would fall on a day that is not a Business  Day (as  defined
below),  the payment due on such interest  payment date or Maturity Date will be
made on the next  succeeding  Business  Day with the same force and effect as if
made on the  interest  payment date or the  Maturity  Date,  as the case may be.
"Business  Day" means any day which is not a Saturday or Sunday and is not a day
on which banking  institutions are generally authorized or obligated to close in
the City of Boca Raton, Florida.

              1. Transfer and Exchange.

         1.1 No View Toward  Distribution.  The Holder  represents  and warrants
that it has purchased this Note for his own account for investment  purposes and
not with a view toward the distribution of this Note.

         1.2 Transfer of Restricted  Securities.  This Note is transferable only
pursuant to (i) a public offering  registered  under the Securities Act of 1933,
as  amended  (the  "Securities  Act"),  (ii)  Rule  144  promulgated  under  the
Securities Act (or any similar rule then in force) if such rule is available, or
(iii) any other legally available means of transfer.

         2. Payment and  Prepayment.  Payments of principal and interest on this
Note  shall be made by check  sent to the  Holder's  address  as the  Holder may
designate for such purpose from time to time




<PAGE>



by written notice to the Company,  in such coin or currency of the United States
of America as at the time of payment  shall be legal  tender for the  payment of
public and private debts. At any time following the date hereof, the Company may
prepay the  outstanding  principal  amount of this Note and  accrued  and unpaid
interest thereon, without the prior written consent of Holder.

         3. Events of Default; Remedies.

         3.1 Events of Default; Acceleration. If any of the following conditions
or events ("Events of Default") shall occur (whether voluntary or involuntary or
arising by operation of law or otherwise):

     (1) the Company  shall default in the payment of any principal or principal
     on this Note when the same becomes due and payable; or

     (2) the Company (i) files, or consents by answer (or failure to contest) or
     otherwise  to  the  filing   against  it  of,  a  petition  for  relief  or
     reorganization  or arrangement  of any other  petition in  bankruptcy,  for
     liquidation  or  dissolution  or to take advantage of any present or future
     bankruptcy or insolvency law of any  jurisdiction,  (ii) make an assignment
     for the benefit of its creditors,  (iii) seek or consent to the appointment
     of a custodian, receiver, trustee, liquidator or other officer with similar
     powers  of  itself  or of any  substantial  part of its  property,  (iv) be
     adjudicated a bankrupt or an insolvent or be  liquidated  or dissolved,  or
     (v) take corporate action for the purpose of any of the foregoing; or then,
     the  unpaid  principal  amount of this  Note,  together  with the  interest
     accrued thereon shall automatically become and be due and payable,  without
     presentment, demand, protest, notice or other requirements of any kind, all
     of which are hereby expressly waived by the Company.

         3.2 Remedies on Default.  If any Event of Default  shall have  occurred
and be  continuing  for a period of five (5) days,  the  Holder of this Note may
proceed to protect and enforce the rights  available to such Holder either by an
action at law, suit in equity or both,  whether for the specific  performance of
any agreement  contained in this Note, or for an injunction  against a violation
of any of the terms  hereof,  or in aid of the  exercise  of any  power  granted
hereby or by law or otherwise,  and the Company will pay the Holder such further
amounts as shall be  sufficient  to cover the cost and  expenses of  collection,
including,   without  limitation,   reasonable  attorneys'  fees,  expenses  and
disbursements.

         3.3 Remedies Not Waived.  No course of dealing and no delay on the part
of Holder in  exercising  any right,  power or remedy shall  operate as a waiver
thereof or otherwise prejudice Holder's rights, powers or remedies.

         3.4 Remedies Not Cumulative.  No right,  power or remedy conferred upon
Holder shall be exclusive of any other right, power or remedy referred to herein
or now or hereafter available at law, in equity, by statute or otherwise.

         4. Modification and Waiver.

         The  rights and  obligations  of the  Company  may not be  modified  or
waived, except in writing signed by the Company and the Holder.


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<PAGE>


         5. Governing Law.

         This Note shall be governed by and  construed  in  accordance  with the
substantive  laws of the State of Florida without  reference to the conflicts of
law rules thereof.

         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Note to be duly
executed under its corporate seal.

Date: May __, 1998

                                             BIG SMITH BRANDS, INC.



                                            By:
                                                ------------------------------
                                                  S. Peter Lebowitz, President


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