Exhibit 10.4
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                           CONVERTIBLE PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF
EXCEPT AS CONTEMPLATED HEREIN.

$460,000.00                                                       April 3, 2002


         FOR VALUE RECEIVED, the undersigned, DIAL COMMUNICATIONS GLOBAL MEDIA,
INC., a Delaware corporation (the "Company"), hereby unconditionally promises to
pay to the order of DIAL COMMUNICATIONS GROUP, LLC, a New York limited liability
company (the "Holder"), at the Holder's office located at 19 West 44th Street,
Suite 1416, New York, New York 10036, or at such other place as the holder of
this Note may from time to time designate in writing, in lawful money of the
United States of America and in immediately available funds, the aggregate
principal sum of FOUR HUNDRED SIXTY THOUSAND DOLLARS AND NO CENTS ($460,000.00),
subject to increase as set forth herein, with interest thereon as provided
herein. Each capitalized term used herein and not otherwise defined shall have
the meaning given such term in the Asset Purchase Agreement (the "Purchase
Agreement"), dated as of April 1, 2002, among Excelsior Radio Networks, Inc., a
Delaware corporation, Franklin Capital Corporation, a Delaware corporation, Dial
Communications Group, Inc., a New York corporation, and the Holder.

         Maturity Date. The principal amount hereof shall be due and payable on
that certain date that is 3 years following the final determination of
Additional Consideration (as defined in the Purchase Agreement (defined below))
in accordance with Section 3.2.3 of the Purchase Agreement, but in no event
later than April 10, 2007 (the "Maturity Date"); provided, however, that (i)
upon a Change in Control or (ii) if the employment of any of the Principals
terminates without Cause or for Good Reason (as such terms are defined in each
of the Principals' respective employment agreement with the Company entered into
on the date hereof), the Maturity Date shall be 3 years from the Closing Date.

         Increase of Principal Amount. The initial principal amount of this Note
is $460,000.00 (the "Initial Principal Amount"). If the total amount of
Additional Consideration payable under Section 3.2.2 of the Purchase Agreement
is finally determined pursuant to the procedures contemplated thereby to be
greater than $1,000,000, then the principal amount of this Note shall be
increased to an amount equal to the product of 50% of such amount and 0.885,
less any amount that may have been prepaid by the Company pursuant to this Note
(the "Increased Principal Amount"). In connection with an increase in the
principal amount of this Note in accordance with the terms hereof, the Holder
shall surrender this Note to the Company and upon such surrender the Company
shall issue a new Note to the Holder with a principal amount adjusted to reflect
such increase in principal amount.

<PAGE>

         Interest. Interest on the outstanding unpaid principal amount hereof
shall accrue at a rate per annum (the "Interest Rate") equal to 4.50%. All
accrued and unpaid interest shall be due and payable on (i) the last day of each
calendar year, commencing on December 31, 2002, (ii) the date of any principal
prepayment of this Note but only with respect to the amount of principal
prepaid, and (iii) the date of payment of this Note in full. Interest shall
accrue on the Initial Principal Amount from and including the date hereof and
interest shall accrue on the Increased Principal Amount from and including the
date of final determination of the Additional Consideration as contemplated in
Section 3.2.3 of the Purchase Agreement, in each case to, but not including, the
earlier of (i) the date upon which this Note is converted in its entirety into
shares of Common Stock, or (ii) the date of payment of this Note in full.
Interest shall be computed on the daily principal balance on the basis of a
365-day year for the actual number of days elapsed in the period during which it
accrues. If any amounts under this Note become due and payable on a day that
banks in the State of New York are not open for business, such amounts shall be
paid on the next succeeding day that such banks shall be open for business. Upon
an Event of Default (as defined below), the outstanding unpaid principal amount
hereof shall accrue from and after the Event of Default and until such Event of
Default is cured at an Interest Rate equal to 6.50%.

         Limitation on Interest. In no event whatsoever shall interest charged
hereunder, however such interest may be characterized or computed, exceed the
highest rate permissible under any law which a court of competent jurisdiction
shall, in a final determination, deem applicable hereto. In the event that such
a court determines that the Holder has received interest hereunder in excess of
the highest rate applicable hereto, such excess interest shall, at Company's
option and to the extent permitted by law, (a) be applied as a credit against
the outstanding principal balance hereof or accrued and unpaid interest hereon,
(b) refunded to the Company or (c) any combination of the foregoing.

         Optional Prepayment. This Note is prepayable at the option of the
Company, in whole or in part, at any time upon five business days' written
notice delivered to the Holder (the "Prepayment Notice"). The prepayment price
for this Note will be the aggregate principal amount of this Note, or such
lesser principal amount in the case of partial prepayment, plus accrued and
unpaid interest through the date of prepayment as specified in the Prepayment
Notice. The aggregate principal amount of this Note, or such lesser principal
amount in the case of partial prepayment, will become due and payable on the
date fixed for prepayment as specified in the Prepayment Notice, and the amount
then payable to the Holder will be paid on the surrender to the Company of this
Note. In connection with any partial prepayment, upon the surrender to the
Company of this Note the Company shall issue to the Holder a new Note with a
principal amount adjusted to reflect such partial prepayment. No prepayment of
this Note in full shall affect or restrict any increase in the principal amount
of this Note pursuant to the "Increase of Principal Amount" provision set forth
above.

         Conversion. The Holder has the option to convert at any time from time
to time the principal amount of this Note, in whole or in increments of $50,000,
into shares of Common Stock at any time prior to the date of payment of this
Note in full, in accordance with the following terms and conditions:


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<PAGE>

         (a) The principal amount of this Note, at the option of the Holder,
         shall be converted, in whole or in part, into such number of fully paid
         and nonassessable shares of Common Stock obtained by dividing the
         principal amount of this Note or portion hereof to be converted by an
         amount equal to 120% of the average per share closing price of the
         Common Stock (after giving effect to adjustments to such share price
         resulting from dividends paid in stock, stock splits or reverse stock
         splits) over a 60-day period commencing 30 days prior to the closing of
         the transactions contemplated by the Purchase Agreement (such amount of
         shares, the "Conversion Rate").

         (b) If the Company delivers a Prepayment Notice to the Holder, the
         Holder shall have the right to convert the Note, in whole or in part,
         prior to such prepayment upon the receipt by the Company of written
         notice of Holder's intention to convert the Note, in whole or in part,
         into shares of Common Stock prior to the fifth business day following
         delivery of the Prepayment Notice to the Holder.

         (c) In connection with the conversion of this Note, in whole or in
         part, or a partial prepayment, the Holder shall surrender to the
         Company this Note for cancellation and upon the surrender to the
         Company of this Note the Company shall issue to the Holder a new Note
         with a principal amount adjusted to reflect such conversion or partial
         prepayment. Upon delivery to the Company of such Note for cancellation
         in connection with the conversion of this Note, the Holder shall be
         deemed to be the holder of the respective number of shares of Common
         Stock issuable upon such conversion of this Note.

         Representations and Warranties. The Company makes the following
representations and warranties (each of which shall survive the execution and
delivery of this Note until the satisfaction in full of all amounts payable
hereunder) as of the date hereof:

         (a) The execution, delivery and performance by the Company of this Note
         (i) are within the Company's corporate powers, and (ii) have been duly
         authorized by all necessary corporate action.

         (b) This Note constitutes the legal, valid and binding obligation of
         the Company enforceable in accordance with its terms, except as
         enforcement thereof may be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization, moratorium or similar law
         affecting creditors' rights generally, and general principles of equity
         (regardless of whether considered in a proceeding in equity or at law).

         (c) The execution, delivery and performance by the Company of this Note
         do not contravene the terms of its certificate of incorporation or
         bylaws and do not violate, conflict with or result in any breach or
         contravention of, or create any lien under, any law, statute or
         regulation applicable to the Company.

         Affirmative Covenants. The Company covenants to the Holder that from
the date hereof until all amounts owing hereunder have been paid in full, the
Company shall:


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<PAGE>

                           (i) punctually pay the interest and principal on this
                           Note in the manner specified in this Note, and any
                           other liabilities due under this Note;

                           (ii) promptly, upon the Company's acquiring knowledge
                           thereof, give written notice to the Holder of any
                           Event of Default (as defined below); and

                           (iii) execute and deliver, or cause to be executed
                           and delivered, upon the Holder's request and at the
                           Holder's expense, such additional documents,
                           instruments and agreements as the Holder may
                           reasonably determine to be necessary to carry out the
                           provisions of this Note and the transactions and
                           actions contemplated hereunder.

         Negative Covenants. The Company covenants to the Holder that from the
date hereof until the earlier to occur of (i) all amounts owing hereunder having
been paid in full or (ii) the Holder having converted more than 50% of the
principal amount of this Note into Common Stock, the Company shall not, without
the approval of the Holder, take any of the following actions:

                           (i) liquidate, dissolve or reorganize the Company;

                           (ii) merge or consolidate into any other Person where
the Company is not the surviving Person;

                           (iii) acquire another Person or assets (including
shares in a company) outside the ordinary course of the Company's business if
such acquisition would materially change the character of the Company's business
as determined immediately prior to such event;

                           (iv) sell all or substantially all of the Company's
assets to any Person, other than in the ordinary course of the Company's
business;

                           (v) materially change the character of the Company's
business as determined immediately prior to such event;

                           (vi) incur any indebtedness of the Company for
borrowed money (which shall not include providing a surety, guaranty or similar
agreement) other than (a) the promissory notes referred to in Sections 3.1.2,
3.2.1 and 3.2.2 of the Purchase Agreement or (b) to refinance such indebtedness
or subsequently issued to refinance such indebtedness, provided that the amount
of the Company's indebtedness is not thereby increased; or

                           (vii) cause the Company to become a surety or
guarantor with respect to any indebtedness for borrowed money incurred by any
Person other than such indebtedness outstanding from time to time with an
aggregate principal amount of $7,500,000 or less.



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<PAGE>

         Event of Default. Each of the following events shall constitute an
Event of Default hereunder:

         (a) if the Company fails to pay any principal of or interest on this
         Note on or prior to the 3rd day after the same shall become due and
         payable;

         (b) if the Company shall generally not pay its debts as such debts
         become due, or shall admit in writing its inability to pay its debts
         generally, or shall make a general assignment for the benefit of
         creditors;

         (c) if any proceeding is instituted by or against the Company seeking
         to adjudicate it a bankrupt or insolvent, or seeking liquidation,
         winding up, reorganization, arrangement, adjustment, protection, relief
         or composition of it or its debt under any law relating to bankruptcy,
         insolvency, reorganization or relief of debtors, or seeking the entry
         of an order for relief or for any substantial part of its property
         (and, in the case of any such proceeding instituted against the
         Company, should the same remain undismissed, unstayed or unbonded for a
         period of 120 days), or should the Company take corporate action to
         authorize any of the actions set forth in this clause (c);

         (d) if the Company is liquidated or dissolved;

         (e) if default by the Company shall be made in the due observance or
         performance of any other covenant or agreement on the part of the
         Company to be observed or performed pursuant to the terms hereof,
         unless the same is cured or corrected within 30 days after the Company
         has received notification in writing by the Holder requesting the
         Company to comply with such covenant or agreement; or

         (f) if any representation or warranty made by the Company in this Note
         shall have been incorrect in any material respect when made, unless the
         same is cured or corrected within 30 days after the Company has
         received notification in writing by the Holder requesting the Company
         to comply with such representation or warranty.

         Rights Upon Occurrence of an Event of Default. Upon the occurrence of
any Event of Default under clauses (b), (c) or (d) of the preceding paragraph,
then all outstanding principal hereof and interest hereon shall, without notice,
demand or any other action on the part of the Holder, become immediately due and
payable. Upon the occurrence of any other Event of Default, then at the Holder's
option, by written notice to the Company specifying in reasonable detail the
Event of Default, all outstanding principal hereof and interest hereon shall
become immediately due and payable. If the Company does not promptly pay such
amounts, the Holder shall, in addition to any other rights and remedies
available to it, be entitled to all of its reasonable and documented costs and
expenses, including reasonable attorney's fees, incurred to collect amounts due
under this Note.

         Voting Agreement. This Note and the shares of Common Stock issuable
hereunder shall be subject to the Voting Agreement, dated as of the date hereof,
between Franklin and the Holder.



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<PAGE>

         Transfer of Stock of Holder. From the date hereof until all amounts
owing hereunder have been paid in full or converted into Common Stock, as the
case may be, the Holder shall not, and shall not permit any Principal to,
without the prior written approval of the Company, sell, contribute or otherwise
transfer any membership interest in the Holder to any Person other than the
Principals or their family members for estate planning purposes.

         Waiver. The Company hereby waives demand, presentment, protest, notice
of demand, dishonor, presentment, protest and nonpayment in connection with this
Note. The Company agrees that no omission or delay by the Holder in exercising
any rights under this Note shall operate as a waiver, and the single or partial
exercise of any such right or rights shall not preclude any other further
exercise of such right or rights.

         Registration of Note. The Company shall keep at its principal office a
register in which the Company shall provide for the registration and transfer of
this Note, in which the Company shall record the name and address of the Holder
and the name and address of each permitted transferee and prior owner of the
Note. The Holder shall notify the Company of any change of name or address; and
promptly after receiving such notification the Company shall record such
information in such register.

         Transfer of Note.

         (a) This Note and all rights and obligations hereunder may not be
         transferred, at any time in whole, or from time to time in part, by the
         Holder, without the prior written consent of the Company. If the
         Company consents to such transfer, a transfer of this Note may be
         effected only by a surrender hereof to the Company, the delivery to the
         Company by the Holder of an opinion of counsel reasonably satisfactory
         to the Company that such transfer complies with all applicable
         securities laws, and the issuance by the Company of a new Note or Notes
         in replacement thereof, which shall be registered by the Company in
         accordance with the terms of this Note. The Holder shall be responsible
         for payment of any transfer taxes in connection with the transfer of
         this Note.

         (b) This Note and all rights and obligations of the Company hereunder
         may not be transferred without the prior written consent of the Holder,
         which consent shall not be unreasonably withheld.

         Amendment. This Note may not be amended or modified except in a writing
signed by the Company and the Holder.

         Headings. Section headings in this Note are included herein for
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

         Notices. Any notice or communication provided for by this Note shall be
in writing and shall be delivered in person, sent by telecopy, mailed, first
class, postage prepaid, or sent by nationally recognized overnight delivery
service addressed to the Company or the Holder at their respective addresses or
telecopy numbers specified in Exhibit A hereto, or in the register maintained by


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<PAGE>

the Company in accordance with the terms of this Note or, as to any such party,
at such other address or telecopy number as may be designated by it in a notice
to the other parties hereto. All notices, demands and other communications shall
be deemed to have been duly given when delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial courier
service; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; and one (1) business day after receipt is mechanically
acknowledged, if telecopied.

         THIS NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE
IN NEW YORK, NEW YORK AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED
TO CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. Whenever
possible each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note. Subject to the limitation on transfer described above, whenever in this
Note reference is made to the Holder or the Company, such reference shall be
deemed to include, as applicable, a reference to their respective successors and
assigns. The provisions of this Note shall be binding upon and shall inure to
the benefit of such successors and assigns. The Company's successors and assigns
shall include, without limitation, a receiver, trustee or debtor in possession
of or for the Company.

         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
in its name and on its behalf by the appropriate officer, hereunder duly
authorized on the day and year first written above:

                               DIAL COMMUNICATIONS GLOBAL
                               MEDIA, INC.


                               By: /s/ Hiram M. Lazar
                                   ----------------------------------
                                   Name:  Hiram M. Lazar
                                   Title  CFO







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                                    Exhibit A

                           If to the Company:

                                    Dial Communications Global Media, Inc.
                                    450 Park Avenue, Suite 1000
                                    New York, NY 10022
                                    Attention:  President
                                    Telecopy No.:  (212) 755-5451

                           with a copy to:

                                    Weil, Gotshal & Manges LLP
                                    767 Fifth Avenue
                                    New York, New York 10153
                                    Attention:  Michael E. Lubowitz, Esq.
                                    Telecopy No.: (212) 310-8007

                           If to the Holder:

                                    Dial Communications Group, LLC
                                    19 West 44th Street, Suite 1416
                                    New York, New York  10036
                                    Attention:  Jeffrey Gasman
                                    Telecopy No:  (212) 768-9789

                           with a copy to:

                                    Nixon Peabody LLP
                                    990 Stewart Avenue
                                    Garden City, New York  11530
                                    Attention:  Allan H. Cohen, Esq.
                                    Telecopy No:  (516) 832-7555




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