Exhibit 10.1


To:         D. DUNSMUIR INVESTMENTS CANADA LIMITED

FROM:       D'ANGELO BRANDS LTD.

AND FROM:   FRANK D'ANGELO

DATE:       JUNE 21, 2002


- --------------------------------------------------------------------------------

          IN CONSIDERATION for the sum of $500,000.00, 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 sum of $500,000.00, together with
interest thereon calculated and payable monthly:

          (i)   at the rate of 14% per year from today's date up to and
                inclusive of August 21, 2002; and

          (ii)  at the rate of 20% per annum from August 22, 2002, to the date
                of repayment in full.

          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.




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          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 21st day of June, 2002.


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


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