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                                 PROMISSORY NOTE



$155,265.90                                     Effective as of January 1, 1999

         For value received, the undersigned, Marc Douglas, ("Borrower"),
promises to pay to the order of Thrift Management, Inc. ("Lender"), the
principal sum of One Hundred, Fifty-Five Thousand, Two Hundred, Sixty-Five
Dollars and Ninety Cents ($155,265.90) in lawful money of the United States of
America, together with interest accruing thereon from the date hereof at the
rate hereinafter provided, calculated on the daily outstanding principal
balances from time to time based on a 360-day year.

         This Note shall bear interest at a rate of 8.0% per annum. Payments of
accrued interest on the principal balance outstanding from time to time on this
Note (which shall be reduced as the amount representing prepaid salary and bonus
for 1999 is earned by Borrower) shall commence on the 26th day of February,
1999, and on the same day of each month thereafter. The outstanding principal
balance of this Note, and all accrued but unpaid interest thereon, shall be
payable on or before December 31, 2000. Borrower hereby agrees that if not paid
as provided herein, the principal balance and any accrued but unpaid interest
thereon may be offset against and deducted from any amounts due to Borrower from
Lender.

         So long as no default exists under this Note, Borrower shall have the
right to prepay the unpaid principal evidenced by this Note in whole or in part
without premium or penalty but with accrued interest to the date of such
prepayment on any amount prepaid.

         All payments received hereunder shall be applied first to the payment
of any expenses or charges payable hereunder, then to interest due and payable,
with the balance applied to principal, or in such other order as Lender shall
determine at its option.

         Notwithstanding any provision of this Note to the contrary, the parties
intend that no provision of this Note be interpreted, construed, applied or
enforced so as to permit or require the payment or collection of interest in
excess of the highest rate of interest permitted to be paid or collected by the
laws of the State of Florida (or federal law, in the event federal law preempts
Florida law or is otherwise applicable), with respect to this transaction
("Maximum Permitted Rate"). If the rate of interest charged by Lender under the
provisions of this Note exceeds the Maximum Permitted Rate, then Lender and any
holders of this Note, and Borrower and any endorsers and guarantors, do hereby
agree that the provisions of this Note automatically shall be deemed reformed
NUNC PRO TUNC so as to require payment only of interest at the Maximum Permitted
Rate; and if interest payments in excess of such Maximum Permitted Rate have
been received, the amount of such excess shall be deemed credited NUNC PRO TUNC
in reduction of the then-outstanding principal amount of this obligation,
together with interest at such Maximum Permitted Rate. In connection with all
calculations to determine the Maximum Permitted Rate, the parties intend: first,
that all charges be excluded to the extent they are properly excludable under
the usury laws of the State of Florida, as they from time to time are determined
to apply to this obligation; and, second, that all charges that may be "spread"
in the manner provided by Section 687.03(3), Florida Statutes, or any similar
successor law.

         Any payment not made when due shall constitute a default. If default be
made in the payment of any installment under this Note, the entire principal sum
and accrued interest shall 


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become due and payable without notice at the option of the Lender. Failure to
exercise this option shall not constitute a waiver of the right to exercise the
same at any other time. Upon such default, the unpaid principal balance of this
Note, and accrued and unpaid interest, if any, shall bear interest at 18% from
the date of default until the default is corrected. Lender's failure to exercise
this right with respect to any default shall not constitute a waiver of this
right as to any subsequent default. All parties liable for the payment of this
Note agree to pay the Lender hereof reasonable attorneys' fees for the services
and expenses of counsel employed after default to collect this Note (including
any appeals relating to such enforcement proceedings), whether or not suit be
brought.

         The remedies of Lender as provided herein shall be cumulative and
concurrent, and may be pursued singly, successively or together, at the sole
discretion of Lender, and may be exercised as often as occasion therefor shall
arise. No act of omission or commission of Lender, including specifically any
failure to exercise any right, remedy or recourse, shall be effective as a
waiver thereof unless it is set forth in a written document executed by Lender
and then only to the extent specifically recited therein. A waiver or release
with reference to one event shall not be construed as continuing, as a bar to,
or as a waiver or release of, any subsequent right, remedy or recourse as to any
subsequent event.

         Borrower and all sureties, endorsers and guarantors of this Note
hereby: (a) waive demand, presentment for payment, notice of nonpayment,
protest, notice of protest and all other notice, filing of suit and diligence in
collecting this Note, in enforcing any of its rights; (b) agree to any addition
or release of any party or person primarily or secondarily liable hereon; (c)
agree that Lender shall not be required first to institute any suit, or to
exhaust his, their or its remedies against Borrower or any other person or party
to become liable hereunder in order to enforce payment of this Note; (d) consent
to any extension, rearrangement, renewal or postponement of time of payment of
this Note and to any other indulgence with respect hereto without notice,
consent or consideration to any of the foregoing; (e) agree to the right to set
off against any deposits, funds or monies owing; and (f) agree that,
notwithstanding the occurrence of any of the foregoing (except the express
written release of Lender of any such person), they shall be and remain jointly
and severally, directly and primarily, liable for all sums due under this Note.

         BORROWER KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES ANY RIGHT
BORROWER HAS TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER DIRECTLY OR
INDIRECTLY RELATING TO THIS NOTE. BORROWER ACKNOWLEDGES THAT NEITHER LENDER NOR
ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO
INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.

         As used herein, the words "Borrower" and "Lender" shall be deemed to
include Borrower and Lender as defined herein and their respective heirs,
personal representatives, successors and assigns.


                                                  /s/ Marc Douglas
                                                  ------------------------------
                                                  Marc Douglas





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