Exhibit 10.1

To:        D. DUNSMUIR INVESTMENTS CANADA LIMITED

FROM:      D'ANGELO BRANDS LTD.

AND FROM:  FRANK D'ANGELO

DATE:      SEPTEMBER 13, 2002


          IN CONSIDERATION for the sum of $1,200,000.00, we promise to pay,
jointly and severally, to D. DUNSMUIR INVESTMENTS CANADA LIMITED (the "Lender")
in lawful money of Canada, at the offices of the Lender, 1 Royal Gate Boulevard,
Woodbridge, Ontario, Canada, on demand, the principal sum of $1,200,000.00,
together with interest thereon calculated and payable monthly on the 13th day of
each month, at the rate of 20% per annum from September 13, 2002, to the date of
repayment in full; Provided no interest shall be payable if the principal sum is
paid on or before September 30, 2002.

          THE UNDERSIGNED may repay the principal, in whole or in part, at any
time before demand without notice or bonus. All arrears of interest shall be
added to the principal sum and shall bear interest at the rate aforesaid. All
payments received hereunder shall be applied first to payment of interest.

          AND THE UNDERSIGNED hereby authorizes the holder of this note from
time to time to grant at its option an extension or extensions in whole or in
part, with or without notice to the undersigned, also agreeing that in case of
non- payment of the principal after maturity, when due , suit may be brought by
the holder of this note against the undersigned at the option of the said
holder, the holder of the said note reserving all rights  against whom suit is
not commenced.

          AND THE UNDERSIGNED agrees that in the event any payment payable
hereunder is not paid when due the undersigned shall pay to the Lender the sum
of $1000.00 as penalty.

          AND THE UNDERSIGNED hereby waives presentment for payment, protest and
notice of protest and notice of non- payment of this note and of any extension
thereof, or any installments due thereunder, subject to the notice provisions
contained herein.


This promissory note shall be binding upon the undersigned and their respective
successors, heirs and legal personal representatives and is fully negotiable by
the Lender.

          The undersigned have hereunto caused their signatures to be affixed at
the City of Vaughan, on the 13th day of September, 2002.

                    )
                    )         D'ANGELO BRANDS LTD.
- ----------------------------  )         per:
Witness             )
                    )
                    )         ------------------------------------
                    )         Frank D'Angelo
                    )
                    )         I have the authority to bindthe Corporation
                    )
                    )         ---------------------------------------
                              Frank D'Angelo