EXHIBIT 10.31


                                 PROMISSORY NOTE


January 28, 2002
$125,000                                                        Atlanta, Georgia


         FOR VALUE RECEIVED, the undersigned, Oasis Group, Inc., a Georgia
corporation ("Maker"), promises to pay to the order of Dee Hector, Inc.
("Holder"), a Texas corporation, at any location designated in writing by
Holder, the sums specified below at the time or times indicated below.

         1.       PRINCIPAL AND INTEREST. Maker promises to pay the entire
principal amount of $125,000 (the "Principal Amount"), together with interest
thereon at the rate of 12% per annum on or before February 27, 2002 (the
"Maturity Date"). The Principal and Interest are referred to herein as the
"Obligation." All payments shall be in lawful money of the United States of
America, and this Promissory Note may be prepaid in whole or in part, without
penalty or prepayment premium. In addition to the repayment of the Obligation,
Maker shall (i) pay closing costs to Holder in the amount of $12,500; and, (ii)
deliver 65,000 shares of its common stock (the "Stock") in the name of Holder.
The Stock shall bear a restrictive legend in accordance with applicable Federal
and State securities laws.

         2.       DEFAULT. An "Event of Default" shall be deemed to have
occurred under this Promissory Note if (a) the entire Principal Amount is not
paid in full on the Maturity Date, or (b) Maker shall make an assignment for the
benefit of creditors, or file a voluntary petition in bankruptcy, receivership
or insolvency, or file an answer in any involuntary proceedings of that nature
admitting the material allegations of the petition, or if a proceeding or
bankruptcy, receivership or insolvency, shall be instituted against Maker and
such proceeding shall not be dismissed within sixty (60) days, or if a trustee
or receiver shall be appointed for Maker and such proceeding shall not be
dismissed or such trustee or receiver shall not be discharged within sixty (60)
days. Upon the Event of Default, (i) any sums advanced hereunder shall, at the
option of Holder, without further notice, become due and payable and may be
collected immediately, regardless of the stipulated Maturity Date, and (ii) the
Principal Amount, or so much thereof as may remain unpaid at such time, shall
thereafter bear interest at the rate of fifteen percent (15%) per annum.

         3.       WAIVER OF NOTICE AND REMEDIES. Maker hereby (a) waives grace,
presentment and demand for payment, protest and notice of protest, and
non-payment, all other notice, including notice of intent to accelerate the
Maturity Date and notice of acceleration of the Maturity Date, filing of suit
and diligence in collecting this Promissory Note, (b) agrees that Holder shall
not be required first to institute suit or exhaust its remedies against Maker
under this Promissory Note, and (c) consents to any extension or postponement of
time of payment of this Promissory Note and in any other indulgence with respect
hereto without notice from Holder.

         4.       NOTICES. Any and all other notices, elections, demands,
requests and responses thereto permitted or required to be given under this Note
shall be in writing, signed by or on behalf of the party giving the same, and
shall be deemed properly given and effective upon being (a) personally
delivered, (b) deposited with an overnight courier service in time for and


specifying overnight delivery, or (c) deposited in the United States mail,
postage prepaid, certified with return receipt requested to the other party at
the address of such other party set forth in the Letter of Intent. All such
notices shall be deemed delivered on the date of delivery if sent by personal
delivery, the next business day if sent by overnight courier service and five
(5) days after being deposited in the United States Mail if sent by registered
or certified mail.

         5.       ATTORNEYS' FEES. Time is of the essence of this Promissory
Note. If any payment under this Promissory Note is collected by law or through
an attorney, Maker shall further pay to Holder, in addition to all other amounts
payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent
(15%) of the amount of principal and interest owing hereunder, plus court costs.

         6.       MISCELLANEOUS. No failure or delay on the part of Holder in
exercising any right, power or remedy granted hereunder shall operate as waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. Maker hereby consents to all renewals
and extensions of time at or after the maturity hereof and hereby waives
diligence, presentment, protest, demand and notice of every kind and, to the
full extent permitted by law, the right to plead any statute of limitations as a
defense and hereby agrees that no failure on the part of Holder to exercise any
power, right and privilege hereunder, or to insist upon prompt compliance with
the terms hereof, shall constitute a waiver thereof. This Note may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

         THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF GEORGIA.

     [Remainder of page intentionally left blank. Signature page follows.]


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                      [Signature page of Promissory Note.]

         IN WITNESS WHEREOF, the undersigned, by its officers duly appointed and
authorized, has executed this Promissory Note as of the day and year first above
written.


                                       MAKER:

                                       OASIS GROUP, INC.



                                       By  /s/ Ronald A. Potts
                                         -----------------------------------
                                       Name  Ronald A. Potts
                                           ---------------------------------
                                       Title  Chief Executive Officer
                                            --------------------------------


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