$775,000.00                                   DATED:  OCTOBER 26, 1999

                                 PROMISSORY NOTE

                  FOR VALUE RECEIVED, Learner's World, Inc. ("Maker"),  promises
to  pay  to  Antonio  Casaccio,   Agrippino  Casaccio  and  Salvatore  Casaccio,
individuals hereinafter referred to jointly as "Holder", or order, Seven Hundred
Seventy Five Thousand  Dollars  ($775,000.00).  As full and complete  payment of
that  Agreement  of Sale dated  December  17, 1996 to which the Maker and Holder
were parties.

               1.   PAYMENTS. The principle on the obligation represented hereby
                    shall be repaid in  installments  of interest only beginning
                    on February 1, 2000 through February 1, 2001, beginning with
                    March 1, 2001 monthly  payments of interest and principle in
                    the amount of  $11,918.18  shall be due with an equal amount
                    due the first of each calendar month until December 31, 2007
                    at which time the  entire  unpaid  principle  and any unpaid
                    interest,  if any,  shall be paid in full.  There is no back
                    interest  accruable  or due at any time before  December 31,
                    1999.

               2.   INTEREST.  The obligation  shall bear simple  interest which
                    shall be at the rate of 7% per annum,  beginning  on January
                    1,  2000,  with the  entire  unpaid  interest  payable on or
                    before December 31, 2007.

               3.   TYPE AND  PLACE  OF  PAYMENTS.  Payments  of  principal  and
                    interest  shall be made in lawful money of the United States
                    of  America  to the  above-named  Holder  at 369  Avenue  U,
                    Brooklyn, New York 11223, or order.

               4.   PREPAYMENT.  Advance  payment or payments may be made on the
                    principal,  without penalty or forfeiture. There shall be no
                    penalty for any prepayment.

               5.   DEFAULT.  Upon the  occurrence or during the  continuance of
                    any one or more of the events hereinafter enumerated, Holder
                    or the  holder  of this  Note may  forthwith  or at any time
                    thereafter  during the  continuance  of any such  event,  by
                    notice in writing to the Maker,  declare the unpaid  balance
                    of the principal and interest on the Note to be  immediately
                    due and payable, and the principal and interest shall become
                    and   shall  be   immediately   due  and   payable   without
                    presentation,  demand,  protest, notice of protest, or other
                    notice of dishonor, all of which are hereby expressly waived
                    by Maker, such events being as follows:

                    (a)  Default in the payment of the principal and interest of
                         this Note or any  portion  thereof  when the same shall
                         become due and  payable,  whether at maturity as herein
                         expressed, by acceleration,  or otherwise, unless cured
                         within five (5) days after notice  thereof by Holder or
                         the holder of such Note to Maker.

                    (b)  Maker shall file a voluntary  petition in bankruptcy or
                         a voluntary petition seeking  reorganization,  or shall
                         file an answer  admitting the jurisdiction of the court
                         and any material allegations of an involuntary petition
                         filed  pursuant  to any  act of  Congress  relating  to
                         bankruptcy  or to any act  purporting  to be amendatory
                         thereof, or shall be adjudicated

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                        bankrupt, or shall make an assignment for the benefit of
                         creditors,  or  shall  apply  for  or  consent  to  the
                         appointment of any receiver or trustee for Maker, or of
                         all or any  substantial  portion  of its  property,  or
                         Maker shall make an assignment  to an agent  authorized
                         to liquidate any substantial part of its assets; or

                    (c)  An  order  shall  be  entered  pursuant  to any  act of
                         Congress   relating  to   bankruptcy   or  to  any  act
                         purporting  to  be  amendatory   thereof  approving  an
                         involuntary  petition  seeking  reorganization  of  the
                         Maker,  or an  order  of any  court  shall  be  entered
                         appointing any receiver or trustee of or for Maker,  or
                         any  receiver  of  trustee  of all  or any  substantial
                         portion of the property of Maker,  or a writ or warrant
                         of attachment or any similar process shall be issued by
                         any court against all or any substantial portion of the
                         property of Maker,  and such order approving a petition
                         seeking  reorganization  or  appointing  a receiver  or
                         trustee is not vacated or stayed, or such writ, warrant
                         of  attachment,  or similar  process is not released or
                         bonded within 60 days after its entry or levy.

          6.   ATTORNEYS'  FEES.  If this Note is placed  with an  attorney  for
               collection,  or if suit be instituted for  collection,  or if any
               other remedy  permitted  by law is pursued by Holder,  because of
               any  default  in the terms and  conditions  herein,  then in such
               event, the undersigned agrees to pay reasonable  attorneys' fees,
               costs, and other expenses incurred by Holder in so doing.

          7.   SECURITY.  The  payment  of this note is  secured  by a  Security
               Agreement of even date  herewith,  payment  being  secured by the
               real and personal property of the Maker.

          8.   CONSTRUCTION.  This Note shall be  governed by and  construed  in
               accordance  with the laws of the State of New York.

                         Learner's World, Inc., "Maker"


                                    BY:   /S/ SALVATORE CASACCIO
                                    --------------------------------
                                    TITLE:      PRESIDENT

         ATTEST BY
         Secretary of Learner's World, Inc.


         ACCEPTED:  SALVATORE CASACCIO                /S/ SALVATORE CASACCIO
                                                     ------------------------

                      ANTONIO CASACCIO                /S/ ANTONIO CASACCIO
                                                     ------------------------

                      AGRIPINO CASACCIO               /S/ AGRIPINO CASACCIO
                                                     ------------------------


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