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                                                                  EXHIBIT 10.45

                                 PROMISSORY NOTE
                                (LINE OF CREDIT)

$1,000,000.00                                                    Troy, Michigan
Due Date: March 31, 2002                                   Date: March 16, 2001

         FOR VALUE RECEIVED, the undersigned, ("Borrower") promises to pay to
the order of CRESTMARK BANK ("Bank"), on or prior to the Due Date, at its office
at 850 East Long Lake Road, Troy, Michigan, or at such other place or as the
Bank may from time to time designate, the principal sum of ONE MILLION DOLLARS
($1,000,000.00), or such lesser sum as shall have been advanced by the Bank to
Borrower, with interest as hereinafter provided, all in lawful money of the
United States of America. The advanced and unpaid principal balance of this
promissory note (the "Note") shall bear interest at a rate equal to the Prime
Rate of Interest as set forth in the Money Rates column of the edition of the
Wall Street Journal distributed to subscribers in the Detroit, Michigan area, as
such rate may vary from time to time, plus one percentage point (1.0%)
(hereinafter the "Effective Rate"). Interest on advances of principal
outstanding from time to time shall be paid monthly no later than the 1st day of
the month (or the next business day thereafter), commencing May 1, 2001, based
on a statement of loan account as set forth in the next paragraph. Interest
shall be calculated based on a year of 360 days and based on the actual number
of days in a calendar month.

         The Loan Agreement of even date herewith provides for periodic
borrowings and the repayment of those borrowings under this Note by Borrower.
All indebtedness under this Note shall be charged to a loan account (the "Loan
Account") in Borrower's name on Bank's books and records. Bank shall provide
Borrower with a monthly statement of the Loan Account, which shall be deemed to
be correct and accepted by and binding upon Borrower, unless Bank receives a
written statement of exception within ten (10) Business Days of mailing such
statement. Bank shall debit the Loan Account the amount of each advance or
expense when made or incurred. Bank shall credit the Loan Account with the
proceeds of payments made with respect thereto by Borrower.

         Notwithstanding anything herein contained to the contrary, the holder
hereof shall never be entitled to receive, collect or apply, as interest on the
obligation evidenced by this Note, any amount in excess of the maximum rate of
interest permitted to be charged by applicable law, and, in the event the holder
ever receives, collects or applies as interest, any such excess, such amount
which would be excessive interest shall be applied to the reduction of the
principal debt; and, if the principal debt is paid in full, any remaining excess
shall be paid to the Borrower. In determining whether or not the interest paid
or payable under any specific case exceeds the highest lawful rate, the holder
hereof and the Borrower shall to the maximum extent permitted under applicable
law (a) characterize any non-principal payment as an expense, fee or premium,
rather than as interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) "spread" the total amount of the interest throughout the entire
contemplated term of the obligation so that the interest rate is uniform
throughout said entire term.

         Borrower expressly assumes all risks of loss or delay in the delivery
of any payments made by mail, and no course of conduct or dealing shall affect
Borrower's assumptions of these risks.

         In addition to the Loan Agreement, this Note is secured by a letter of
credit issued by the Wayne County Employees Retirement System in favor of the
Bank in the amount of $1,000,000. Bank shall have all the rights and powers set
forth in the Loan Agreement and in any other written agreements heretofore or
hereafter given to the Bank by the Borrower (collectively the "Loan Documents"),
as though the same were fully set forth herein. Reference is made to the Loan
Documents for additional terms and conditions relating to this Note and the Loan
Documents are each incorporated herein by reference.


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         In the event a Default as set forth in the Loan Agreement exists, the
entire unpaid principal balance and all accrued interest owing under this Note
shall be immediately due and payable, together with the costs, attorneys fees
and outside consultants' fees reasonably incurred by Bank in collecting or
enforcing payment. Upon the occurrence of a Default, as set forth in the Loan
Agreement, and during the continuance thereof, the unpaid principal balance of
this Note shall bear interest at a rate which is seven percent (7.0%) greater
than the Effective Rate otherwise applicable. Any payment of any kind due
Crestmark under this Note shall bear a late charge of 5% of the amount due if
not received by Crestmark at the address it specifies for payments within ten
days after the date it is due. In addition to any other security interests
granted, Borrower grants Bank a security interest in all of Borrower's bank
deposits, instruments, negotiable documents, and chattel paper which at any time
are in the possession or control of Bank, and after the occurrence of a Default,
Bank may apply same to any indebtedness or liability owing by Borrower or by any
guarantor in payment of any indebtedness due under this Note or otherwise.

         Acceptance by Bank of any payment in an amount less than the amount
then due shall be deemed an acceptance on account only, and Borrower's failure
to pay the entire amount due shall be and continue to be an event of default.
Borrower hereby jointly and severally waives presentment, protest and demand,
notice of protest, demand and dishonor and non-payment of this Note, and agrees
to perform and comply with each of the covenants, conditions, provisions, and
agreements of Borrower contained in this Note, and any of the Loan Documents. No
extension of the time for the payment of this Note of any installment hereof
made by agreement with any person now or hereafter liable for the payment of
this Note shall operate to release, discharge, modify, change or effect the
original liability under this Note, either in whole or in part, of Borrower if
Borrower or is not a party to such agreement. Borrower agrees to pay all of
Bank's costs incurred in the collection of this Note, including reasonable
attorneys' fees.

         Nothing contained in this Note or elsewhere shall be deemed or
construed as creating a partnership or joint venture between the holder hereof
and the Borrower or between the holder and any other person, or cause holder
hereof to be responsible in any way for the debts or obligations of the Borrower
or any other person.

         Borrower acknowledges and agrees: (i) that the loan is made for a
commercial or business purpose; (ii) that the obligation evidenced by this Note
is an exempted transaction under the Truth-in-Lending Act, 15 USC Section 1601,
et. seq.; and (iii) this Note shall be construed according to the laws of the
State of Michigan.

         Upon the occurrence of a Default as set forth in the Loan Agreement,
the Bank shall have all rights reserved in this Note and all other Loan
Documents and shall have full recourse to the collateral given by Borrower to
secure this Note as well as rights which accrue under the letter of credit.

         BORROWER AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS EVIDENCED HEREBY.


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         If more than one party shall execute this Note, the term "Borrower" as
used herein shall mean all parties signing this Note, whether as maker or
endorser, and each of them, and all such parties shall be jointly and severally
obligated hereunder.

                  "BORROWER"

                  BIG BUCK BREWERY AND STEAKHOUSE, INC.,
                  a Michigan corporation, also doing business as "Auburn Hill
                  Winery" and "Big Buck Brewery and Steakhouse"

                  By:  /s/ William F. Rolinski
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                  Its: President
                      ---------------------------------------------------------



                  Tax ID Number: 38-3196031


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