THIS NON-NEGOTIABLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. IT MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR
OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR SUCH NON-NEGOTIABLE PROMISSORY
NOTE UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO
THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.

                                 NON-NEGOTIABLE
                                 --------------
                                 PROMISSORY NOTE
                                 ---------------

PRINCIPAL: $30,000                                                  NEW YORK, NY
INTEREST:  10%                                                 DECEMBER 27, 2000

         FOR VALUE RECEIVED, the undersigned WealthHound, Inc., a corporation
with its principal address at 11 Broadway , Penthouse, New York, NY 10004
("Maker" or "Company") hereby promises to pay to the order of Ostonian
Securities Limited, whose address is Stanbrook House, 2-5 Old Bond Street, Suite
3C, 3rd Floor, London, England W1X 3TB ("Payee"), the principal sum of Thirty
Thousand and 00/100 ($30,000.00) Dollars (the "Principal Amount"), together with
interest as set forth herein (as the same may be supplemented, modified, amended
or restated from time to time in the manner provided herein, this "Note").
Interest on the Principal Amount shall accrue at the rate of Ten Percent (10%)
per annum, to be paid in lawful money of the United States at the above address
of the Payee or such other place as Payee may designate.

         1. Payment of Principal and Interest. The Principal Amount together
with all interest accruing thereon shall be paid by the Maker to the Payee by
January 31, 2001, except that all of the Principal Amount and Interest accruing
thereon shall be due upon the earlier of (i) the occurrence of a Sale
Transaction (as defined below), or (ii) the occurrence of an Event of Default
(as defined below).

         2. Prepayment. The Maker shall have the right to prepay this Note in
full at any time, or in part from time to time, without penalty or premium. Any
such prepayment shall be applied first to any accrued interest to the date of
prepayment, and then to any remaining principal balance.

         3. Sale Transaction.

            3.1 A "Sale Transaction" shall be deemed to have occurred upon the
happening of any of the following events:

<PAGE>


                  (a) (i) a merger or consolidation of the Company with or into
another issuer; or (ii) the exchange or sale of all or a portion of the
outstanding shares of the Company for securities of another issuer, or other
consideration provided by such issuer or another party to such transaction; and
in the case of either (i) or (ii), the Company's shareholders prior to the
transaction, do not possess, immediately after such transaction, more than 50%
of the voting power of the securities issued and outstanding of any one or more
of the following: (x) the Company; (y) such other issuer; or (z) such other
constituent party to the transaction; or

                  (b) a sale (other than in the ordinary course of business) of
more than 90% of the Company's assets to a third party not an Affiliate of the
Company immediately prior to such transaction.

            3.2 As used in this Section 3, the following terms have the meanings
set forth below:

                  3.2.1 "Affiliate" means a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.

                  3.2.2 "Person" means an individual, a partnership, a
corporation, a trust, a joint venture, a limited liability company, an
unincorporated organization, a government or any department or agency thereof or
any other entity.

         4. Events of Default. An "Event of Default" shall be deemed to occur
upon the happening of any of the following events: (a) the Maker shall fail to
make any payment of any principal and interest payable under this Note in the
manner or at the time provided for in this Note, after 10 days written notice
has been given by Payee of such failure and Maker shall not have cured such
failure within such period; (b) the Maker shall become insolvent (however
evidenced) or be unable, or admit in writing its inability, to pay its debts as
they mature; (c) the Maker shall make an assignment for the benefit of
creditors, or consent to the appointment of a receiver; (d) the commencement of
any proceedings by the Maker under any law or statute concerning bankruptcy,
arrangement of debt, insolvency or readjustment of debt, or the commencement of
any such proceedings without the consent of the Maker and such proceedings shall
continue undischarged for a period of sixty (60) days; or (e) the Maker or its
shareholders approve a plan of liquidation for the Maker.

         5. Interest Upon Default. Without limiting any other rights or remedies
of the Payee in accordance with this Note or applicable law, in the event of the
occurrence of an Event of Default, Payee, at its election, may accelerate and
demand immediate payment of the Principal and accrued interest due under this
Note and Payee shall be liable for all such amounts. Maker hereby waives
presentment, demand, notice, protest, and the benefit of any homestead exemption
law of any state and all other formalities in connection with the delivery,
acceptance, performance or enforcement of this Note.

                                      -2-
<PAGE>

         6. Representations by Payee. The Payee acknowledges that the Company
will rely on the information and on the representations set forth herein, and
the undersigned hereby represents, warrants and agrees that:

            6.1 The Payee is an "Accredited Investor", as that term is defined
under Section 501(a) of Regulation D under the Act.

            6.2 The Payee has not received any general solicitation or general
advertising regarding this Note.

            6.3 The Payee has sufficient knowledge and experience in financial
and business matters so that he or it is able to evaluate the merits and risks
of accepting this Note as well as substantial experience in previous private and
public purchases of securities.

            6.4 The Payee understands that an investment in the Company involves
significant risk. The Payee does not require the funds being used to invest in
the Company for his liquidity or other needs, possesses the ability to bear the
economic risk of holding the this Note indefinitely and can afford a complete
loss of its investment in the this Note.

            6.5 The Payee has had full opportunity to ask questions of and
receive answers from the Company and its officers and authorized representatives
regarding the terms and conditions of this Note and the transactions
contemplated hereby, as well as the affairs of the Company and related matters.
The Payee confirms that he does not desire to receive any further information.

            6.6 The Payee understands that this Note has not been filed with or
reviewed by the Commission nor the securities department of any state because of
the private or limited nature of this offering as defined by applicable laws,
and that this Note has not been registered with the Commission under the
Securities Act of 1933, as amended, nor with the securities department of any
state in reliance upon an exemption therefrom for non-public offerings.

            6.7 The Payee is a bona fide resident of the state set forth above
and further represents that (a) if a corporation, partnership, trust or other
form of business organization, it has a principal office within such state; and
(b) if an individual, he has his principal residence in such state.

            6.8 The Payee represents and warrants that the Note is being
acquired for investment purposes and not with a view to or for a sale or
distribution. The Payee represents that there is no contract, undertaking,
agreement or arrangement with any person to sell, transfer or pledge to such
person or anyone else this Note or any part hereof, and the Payee has no present
plans to enter into such contract, undertaking, agreement or arrangement and
will neither directly or indirectly seek to assign, transfer or sell the same.

            6.9 The Payee represents and warrants that he understands and will
be responsible for all tax consequences resulting from or incident to this Note
and understands that acceptance of this Note may involve the imposition of tax
based on an original issue discount attributed hereto.

                                      -3-
<PAGE>

        7. Governing Law. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflicts or choice of laws thereof. This Note shall not be interpreted or
construed with any presumption against the Payee by virtue of the Payee causing
this Note to be drafted.

        8. Amendments. No amendment, modification, or waiver of any provision of
this Note nor consent to any departure by the Maker therefrom shall be effective
unless the same shall be in writing and signed by the Payee and the Maker.

        9. Successors And Assigns. This Note shall not be negotiable,
transferable or assignable by the Payee without the prior written consent of the
Maker whether by operation of law or otherwise. This Note shall be binding upon
the Maker and its successors and permitted assigns and the terms hereof shall
inure to the benefit of the Payee and its successors and assigns, if any.

        10. Entire Agreement. This Note sets forth the entire agreement and
understanding of the Maker and the Payee with respect to the subject matter of
this Note.

        11. Waiver of the Right to Trial by Jury. The Maker hereby irrevocably
waives the right to trial by jury in any action, suit, claim, counterclaim or
other proceeding, whether in contract or tort, at law or in equity, in any
manner connected with this note or any transactions contemplated hereunder. The
exclusive jurisdiction of any disputes arising hereunder shall be in the federal
or state courts of the State of New York in New York County.

        12. Notices. Any notice, request, demand or other communication
permitted or required to be given hereunder shall be in writing, shall be sent
by one of the following means to the addressee at the address set forth above
(or at such other address as shall be designated hereunder by notice to the
other parties and persons receiving copies, effective upon actual receipt) and
shall be deemed conclusively to have been given: (a) on the first Business Day
(as hereinafter defined) following the day timely deposited with Federal Express
(or other equivalent national overnight courier) or United States Express Mail,
with the cost of delivery prepaid; (b) on the fifth Business Day following the
day duly sent by certified or registered United States mail, postage prepaid and
return receipt requested; or (c) when otherwise actually delivered to the
addressee. Copies may be sent by regular first-class mail, postage prepaid, to
such person(s) as a party may direct from time to time by notice to the others,
but failure or delay in sending copies shall not affect the validity of any such
notice, request, demand or other communication so given to a party. For purposes
hereof, "Business Day" shall mean any day during which banks are open for
business in New York, New York, other than any Saturday, Sunday or a day on
which commercial banks in New York State are authorized or required to close.

                                      -4-
<PAGE>

        IN WITNESS WHEREOF, the Maker and Payee have executed this Note as of
the date first written above.

MAKER:                                      PAYEE:

WEALTHHOUND, INC.                           OSTONIAN SECURITIES LIMITED


By: /s/ Seth Fishman                        By: Barbara Anderson
   ---------------------------------           ------------------------------
   Name:  Seth Fishman                          Name: Barbara Anderson
   Title: President                             Title:Authorized Representative


                                      -5-