EXHIBIT 10.38
                                                                   -------------

PROMISSORY NOTE, DATED AS OF JULY 1, 2004, MADE BY SEQUIAM CORPORATION IN FAVOR
                         OF EAST GROUP PROPERTIES, L.P.


                                 PROMISSORY NOTE
                                 ---------------


$1,600,000.00                                                       July 1, 2004


For  value  received  the  undersigned ("Payor") promises to pay to the order of
                                         -----
EASTGROUP  PROPERTIES,  L.P.,  a Delaware limited partnership ("Lender"), at its
                                                                ------
principal  office  at  7003 Presidents Drive, Suite 800, Orlando, Florida 32809,
the  principal  sum of ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000.00),
together  with  interest  thereon at a simple interest rate equal to six percent
(6%)  per  annum calculated on the basis of a 365 day year for the actual number
of  days  elapsed.

Payor shall pay principal and interest payments to Lender as follows:

Monthly  Payments.  Commencing  on  August  1,  2004 and continuing on the first
-----------------
     (1st)  day  of  each  month  thereafter through and including June 1, 2010,
     Payor  shall pay to Lender payments consisting of principal and interest in
     the amount of $26,516.62 per month, with a final installment payment as set
     forth  in  clause  (b)  below;  and

Maturity  Date.  On  July  1, 2010, (herein referred to as the "Maturity Date"),
--------------                                                  -------------
     all  unpaid  principal  and  interest,  together  with  any  other sums due
     hereunder shall be due and payable in full by Payor to Lender.

The  maker  liable for the payment of any sum or sums due or to become due under
the terms of this Note waives the right of exemption under the laws of the State
of Florida and waives presentment, protest and demand, notice of protest, demand
and  of dishonor and nonpayment of this Note, and consents that the owner hereof
shall  have  the  right, without notice, to deal in any way at any time with any
party hereto, or to grant any extension or extensions of time for payment of any
said  indebtedness  or  any other indulgences or forbearances whatsoever, or may
release  any of the security for this Note or guarantors of this Note without in
any way affecting the liability of any other party for the payment of this Note.

The  maker  further  agrees to pay all costs of collection, including reasonable
attorneys'  fees  and  costs  incurred  at  or before the trial level and in any
appellate  or  bankruptcy  proceedings.

The  principal, or any installment of principal, unless paid when due shall bear
interest  after  maturity at the maximum rate permitted by the laws of the State
of  Florida.

The  Lender may, at its option, collect a late charge not to exceed five percent
(5%)  of  any  payment  not  timely  paid,  to  reimburse Lender for expenses of
servicing  the  delinquent  payment.

THIS  NOTE IS TO BE CONSTRUED AND ENFORCED ACCORDING TO THE LAWS OF THE STATE OF
FLORIDA  WITHOUT  REGARD  TO  THE  PRINCIPLES  OF  CONFLICTS  OF  LAW


<PAGE>
THAT  WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. EXCLUSIVE
VENUE  FOR ANY ACTION FILED UNDER THIS NOTE SHALL BE IN THE APPROPRIATE COURT IN
ORANGE  COUNTY,  FLORIDA.

Time  is of the essence of this Note.  Notwithstanding anything contained herein
to  the  contrary,  upon default in payment of the principal and/or interest due
hereunder,  all  obligations of Payor to Lender hereunder may be accelerated and
all  amounts  owed  by Payor to Lender may, at the option of Lender, be declared
immediately  due  and  payable.

Payor  and  Lender  agree  that  all  payments made under this Note shall not be
                                                                          ---
reported  or  recorded  as  rental income or expense within Payor's and Lender's
books  and records.  Payor agrees to indemnify Lender against any losses, costs,
damages  and/or expenses, including sales tax liabilities, incurred by Lender as
a  result  of  the  failure  to  abide  by  the terms of the preceding sentence.

Payor's  Address:                   Payor:

                                    SEQUIAM SPORTS, INC., a Delaware corporation

300 Sunport Lane

Orlando, Florida  32809                                By:

                                        ------------------------------------
                                    Name:
                                         -------------------------------
                                    Title:
                                          ------------------------------


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                                  NOTE ADDENDUM
                           CERTIFICATION OF EXECUTION


                                NOTARY AFFIDAVIT


STATE  OF
          -----------------
COUNTY  OF
          -----------------


          I  HEREBY  CERTIFY  that  on  this  day  before  me,  an  officer duly
authorized  in  the  State  aforesaid  and  in  the  County  aforesaid  to  take
acknowledgments, personally appeared ___________________________ and said person
executed  and  acknowledged  the  attached Promissory Note in my presence in the
State  and County aforesaid, dated July 1, 2004, in the maximum principal amount
of  One  Million  Six  Hundred  Thousand  Dollars  ($1,600,000.00), on behalf of
Sequiam  Sports,  inc.,  a  Delaware  corporation  (Borrower).


(NOTARY  STAMP)

                                   ---------------------------------------------
                                   Signature  of  Notary  Public
                                   Print Name:
                                              ----------------------------------
                                    Notary Public - State of
                                                            --------------------
                                   My Commission Expires:
                                                         -----------------------
                                   Commission No:
                                                 -------------------------------


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<PAGE>
STATE  OF
          -----------------
COUNTY  OF                                  SS
          -----------------


                       AFFIDAVIT OF OUT-OF-STATE DELIVERY


     I, ________________________________________, being first duly sworn upon my
oath,  depose  and  say.

     1.   That  I  am a _____________________________________________________ of
EastGroup  Properties,  L.P.,  a  Delaware  limited  partnership.

     2.   That  on  the  _____ day of ________________________, 2004, I received
by certified mail or via courier at ____________________________________________
that  certain  Promissory  Note  between  EastGroup Properties, L.P., a Delaware
limited  partnership,  Payee/Lender  and  Sequiam  Sports,  Inc.,  a  Delaware
corporation,  Borrower/Maker  dated  July  1,  2004.

     3.   That  I  accepted  delivery  of  the  Promissory Note on behalf of the
Payee  in  _______  in  the  State  of  _______.


                                   By:
                                      ------------------------------------------
                                   Print Name:
                                              ----------------------------------
                                   Title:
                                         ---------------------------------------




     Subscribed  and  sworn  before  me this _____ day of _______________, ____.


                                   ---------------------------------------------
                                   Print Name:
                                              ----------------------------------
                                    Notary Public - State of
                                                            --------------------
                                   My Commission Expires:
                                                         -----------------------
                                   Commission No:
                                                 -------------------------------


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