Exhibit 10.3
                     Promissory Note

On September 8, 1997, for value received, the undersigned
promises to pay to the order of Shiva Corporation the total
amount of $700,000.00.  This note is payable five years from
the date of this Promissory Note (September 8, 2002).
In the event that your employment with Shiva Corporation is
terminated, either voluntarily or involuntarily, during the
five year term of this note, then the balance due on this
note shall be payable on demand, and, if no demand is made,
then ninety (90) days after the undersigned ceases to be
employed by Shiva Corporation.


By: /s/ James L. Zucco, Jr.

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