Exhibit 10.6

                                 PROMISSORY NOTE



Principal Amount:  $60,000.00                           Date: October 30, 1997


     FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., hereinafter referred to as
("Maker"), does hereby promise to pay to the order of Shannon Investments,  Inc.
("Noteholder"), as follows:

     1.   PAYMENTS. Maker does hereby promise to pay to the order of Noteholder,
the aggregate sum of Sixty Thousand Dollars  ($60,000.00),  with annual interest
of Six Thousand Dollars  ($6,000.00)  payable in one installment of interest and
principal on or before November 1, 1998.

     2.   PREPAYMENT.  Maker may  prepay  to  Noteholder  at any  time,  without
premium or penalty,  of any or all  payments  due  pursuant to the terms of this
Note.

     3.   OFFSET. Noteholder acknowledges and agrees that the payments hereunder
shall not be subject to offset.

     4.   EVENT OF DEFAULT.  An "Event of  Default"  is defined for  purposes of
this Note as the following:

          (a)  The failure of Maker to pay any of the aforesaid  payments within
fifteen (15) days as the same shall become due and payable or the failure of any
check or draft to be  accepted  for  payment by the  institution  on which it is
drawn.

          (b)  The liquidation,  dissolution or cessation of business activities
in the State of Maryland of Maker; or

          (c)  The transfer of all or substantially  all of Maker's assets other
than in the ordinary course of business.

     5.   REMEDIES. In the Event of Default on any of the foregoing obligations,
Noteholder  agrees to provide  written  notice to Maker of any default and allow
Maker fifteen (15) days to cure said  default,  and absent cure of said default,
Maker agrees as follows:

          (a)  The entire unpaid principal sum of this Note shall, at the option
of the Noteholder, be accelerated and shall at once

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be due and payable.  Noteholder may exercise its option to accelerate during any
default of the Maker, regardless of any prior forbearance.

          (b)  Maker agrees to transfer to  Noteholder  all assets then owned by
MRG which it acquired from Pittock  Distributing,  Inc. in full  satisfaction of
the principal, the interest and all amounts due hereunder.

          (c)  If Noteholder shall be required to enforce the terms of this Note
in any court proceedings, Maker shall pay to Noteholder, in addition to the full
amount due under the Note,  the  reasonable  costs and  expenses of  collection,
including  reasonable  attorneys'  fees incurred by  Noteholder in  successfully
enforcing the Note.

          (d)  Maker expressly waives summons or other process,  consents to the
immediate  execution of said  judgment,  and expressly  waives all error and all
rights of appeal and stay of execution,  and benefit of all  exemption  laws and
presentment, demand, protest and notice of maturity, non-payment and/or protest,
and also waive the  benefit of any other  requirements  necessary  to hold Maker
liable as Maker.

     6.   WAIVER.  Maker expressly  waives the benefit of all exemption laws and
presentment,  demand, protest, notice of protest, notice of maturity,  notice of
dishonor and nonpayment of this Note. Maker also waives the benefit of any other
requirements  necessary  to hold any  Maker  liable  for  payment,  as set forth
herein.  Noteholder may,  without notice and without  releasing the liability of
any Maker (a) grant  extensions or renewals hereof from time to time and for any
term or terms, (b) release, surrender, waive, add, substitute, settle, exchange,
compromise, modify, extend or grant indulgences with respect to this Note or the
Agreement,  any part of any  collateral  or security  for this Note,  and/or any
Maker.

     7.   NOTEHOLDER'S  RIGHTS. The rights and remedies of Noteholder  hereunder
and under the  Agreement  shall be  cumulative  and may be  pursued  singularly,
successively  or  concurrently  at the sole  discretion of Noteholder and may be
exercised as often as occasion  therefor  shall occur.  The failure and delay of
Noteholder  to exercise  any such right or remedy on any one or more  occurrence
shall in no event be  construed  a waiver  or  release  of the same or any other
right or remedy.

     8.   NOTICE.  Any notice to Maker or  Noteholder  provided  for in the Note
shall be deemed given when sent by certified  mail,

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return receipt requested,  postage prepaid,  or via facsimile,  addressed to the
Maker or  Noteholder  at such address as the parties may  designate by notice to
the other.

     9.   PAYMENT RECEIPT.  A payment made by Maker shall be deemed to have been
properly given when received by Noteholder at C/o Richard H. Tanenbaum, Esquire,
4550 Montgomery Avenue, Suite 775 North,  Bethesda, MD 20814,  [facsimlie number
(301) 951-0427] or at such other place as Noteholder may designate in writing.


     10.  ASSIGNMENT. Neither Maker nor his successors or assigns may assign any
payment obligations to any person or entity without Noteholder's prior consent.

     11.  BENEFIT.  This Note shall inure to the benefit of the Noteholder,  and
its legal representatives,  successors and assigns, and shall bind the Maker and
his legal representatives,  successors and assigns, provided that this provision
shall in no way  indicate  Noteholder's  consent to any  assignment  by Maker as
provided in Paragraph 10 above.

     12.  SEVERABILITY.  If any or more of the words or terms of this Note shall
be held to be indefinite, invalid, illegal or otherwise enforceable, in whole or
in part, for any reason, by any court of competent  jurisdiction,  the remainder
of this Note shall  continue in full force and effect and shall be  construed as
if such indefinite,  invalid,  illegal or  unenforceable  words or terms had not
been contained herein.

     13.  CONSTRUCTION.  In the  construction  of this  Note,  words used in the
singular shall include the plural,  and the plural the singular,  and words used
in the  masculine  gender shall  include the  feminine and the neuter,  and vice
versa, in all cases where such meaning would be appropriate.

     14.  GOVERNING  LAW.  The  terms  of this  Note  shall be  governed  by and
construed and enforced in accordance with the laws of the State of Maryland.


     IN WITNESS  WHEREOF,  this  Promissory  Note has been  executed on the date
hereinabove written.



WITNESS:                                    MAKER:
                                            MILITARY RESALE GROUP, INC.




                                            BY:
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