EXHIBIT 10.5

                                 PROMISSORY NOTE


$440,000                                               Date: February 2, 2001


     FOR VALUE RECEIVED,  the  undersigned  hereby promises to pay to MURRAY FOX
("Fox"),  or order,  at 112 Main Street,  Webster,  Mass 01570, or at such other
address as the holder may specify in writing,  the principal sum of FOUR HUNDRED
AND FORTY THOUSAND AND 00/100 DOLLARS ($440,000) plus interest in the manner and
upon the terms and conditions set forth below.

     1. Rate of Interest

     This Promissory Note ("Note") shall bear interest at a per annum rate equal
to eight  (8%) on the  unpaid  balance.  Interest  charged on this Note shall be
computed  on the basis of a three  hundred  sixty (360) day year and charged for
actual days elapsed.

     2. Schedule of Payments

     Principal and interest  under this Note shall be due and payable  according
to the following  schedule:  (a) interest  shall be due and payable as set forth
below commencing February 2, 2001, and continuing thereafter until this Note has
been paid in full; (b) installments of principal to be paid as follows:

     $125,000 plus interest due and payable on the unpaid balance on the earlier
of, (i) February 2, 2001 or (ii) the date a Certificate  of Merger is filed with
the State of Delaware by the undersigned.

     $50,000 plus interest due and payable on the unpaid  balance on the earlier
of, (i) March 15, 2001 or (ii) 45 days after the date on which a Certificate  of
Merger is filed with the State of Delaware by the undersigned.

     $50,000 plus  interest due and payable on the earlier of, (i) June 15, 2001
or (ii) 90 days  after a  Certificate  of  Merger  is filed  with  the  State of
Delaware by the undersigned.

     Thereafter  twelve (12)  payments  each of interest  and  principal  in the
amount of Eighteen Thousand seven hundred and three Dollars ($18,703),  shall be
due and  payable on the first (1st) day of each month  commencing  July 1, 2001,
and continuing  thereafter until this Note is paid in full; (c ) the outstanding
principal  balance of this Note,  together with all accrued and unpaid  interest
thereon, shall be due and payable in full on June 1, 2002.

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     3. Prepayment

     This Note may be prepaid, in whole or in part, at any time without penalty.
Partial  prepayments  of  principal  shall be applied to  scheduled  payments of
principal in the inverse order of their maturity.

     4. Holder's Right of Acceleration

     Upon the  occurrence of an Event of Default under the Agreement (as defined
below),  including,  but not limited to, the failure to pay any  installment  of
principal  or interest  hereunder  when due, the holder of this Note may, at its
election  and without  notice to the  undersigned,  declare  the entire  balance
hereof immediately due and payable.

     5. Additional Rights of Holder

     If any installment of principal or interest hereunder is not paid when due,
the holder shall have the  following  rights in addition to the rights set forth
herein, in the Agreement, and under law:

     (a) the  right to  compound  interest  by adding  the  unpaid  interest  to
principal,  with such amount thereafter bearing interest at the rate provided in
this Note; and

     (b) if any  installment  is more than ten (10) days past due,  the right to
collect a charge equal to the greater of Fifteen  Dollars  ($15) or five percent
(5.0%) of the late payment for each month in which it is late.  This charge is a
result of a reasonable  endeavor by the  undersigned  and the holder to estimate
the holder's added costs and damages resulting from the undersigned's failure to
make timely payments under Note;  hence the  undersigned  agrees that the charge
shall be presumed to be the amount of damage sustained by the holder since it is
extremely  difficult to determine the actual  amount  necessary to reimburse the
holder for damages.

     6. Right of Set off

     The undersigned shall have the right of set off against the obligations set
forth in this Note as provided in Section  1.6 of the Asset  Purchase  Agreement
("Agreement") entered into between the Holder and the Undersigned in February 2,
2001. A copy of the Agreement is attached as Exhibit "A".

     7. General Provisions

     (a) If this Note is not paid when due, the undersigned  further promises to
pay all costs of collection,  foreclosure  fees, and reasonable  attorney's fees
incurred by the holder, whether or not suit is filed hereon.

     (b) The undersigned hereby consents to any and all renewals,  replacements,
and/or  extensions  of time  for  payment  of this  Note  before,  at,  or after
maturity.

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     (c)  The  undersigned  hereby  consents  to  the  acceptance,  release,  or
substitution of security for this Note.

     (d) Presentment  for payment,  notice of dishonor,  protest,  and notice of
protest are hereby expressly waived.

     (e) Any waiver of any rights under this Note, the  Agreement,  or under any
other agreement, instrument, or paper signed by the undersigned is neither valid
nor effective unless made in writing and signed by the holder of this Note.

     (f) No  delay  or  omission  on the  part of the  holder  of  this  Note in
exercising any right shall operate as a waiver thereof or of any other right.

     (g) A waiver by the holder of this Note upon any one occasion  shall not be
construed as a bar or waiver of any right or remedy on any future occasion.

     (h) Should  any one or more of the  provisions  of this Note be  determined
illegal  or  unenforceable,  all  other  provisions  shall  nevertheless  remain
effective.

     (i) This Note cannot be changed,  modified,  amended,  or terminated orally
and any modifications or amendments thereto must be in writing signed by all the
parties hereto.

     8. Choice of Law and Venue

     THE  VALIDITY  OF THIS NOTE,  THE  AGREEMENT  OR ANY  MATTER OR  PROCEEDING
RELATING HERETO OR THERETO,  ITS CONSTRUCTION,  INTERPRETATION,  AND ENFORCEMENT
AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF NEW  JERSEY,
WITHOUT  REGARD TO  PRINCIPLES  OF CONFLICTS OF LAW. THE PARTIES  AGREE THAT ALL
ACTIONS OR  PROCEEDINGS  ARISING IN  CONNECTION  WITH THIS NOTE OR THE AGREEMENT
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF MIDDLESEX, STATE OF NEW JERSEY.

     IN WITNESS  WHEREOF,  this Note has been executed and delivered on the date
first set forth above.

                                             By: Digi Link Technologies, Inc.

                                             Its:/s/: Peter Jegou
                                             --------------------
                                                      Peter Jegou, President


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