Exhibit 10.2

                                 PROMISSORY NOTE



Up  to  $750,000.00                                   July  10,  2006
                                                      Southfield,  Michigan


     For  value  received,  the  undersigned  Aventura  Holdings, Inc, a Florida
corporation ("Maker") promises to pay to the order of American Dealer Enterprise
Group,  LLC  ("Holder")  at  25505  W.  12  Mile Rd., Suite 3000, Southfield, MI
48034-8316 the outstanding principal balance of this Note up to the sum of Seven
Hundred and Fifty Thousand and 00/100 Dollars ($750,000.00) ("Face Amount") with
interest  accruing  thereon  at  the  rate  of  ten  percent  (10%)  per  annum.

Unless  payable earlier pursuant to the terms hereunder, this Note shall mature,
and  the entire unpaid principal balance and accrued interest on this Note shall
be  due and payable on July 10, 2011.  The outstanding principal balance payable
under this Note shall be the sum of all advances made by the Holder to or at the
request of the Maker up to the Face Amount of this Note, less principal payments
actually  received by the Holder. Interest shall be calculated on the basis of a
365-day year for the actual number of days the principal balance is outstanding.
No  interest  shall accrue under this Note until the date of disbursement of the
first  advance  by the Holder; after that, interest on all advances shall accrue
and be computed on the principal balance outstanding from time to time until the
same  is  paid  in  full.  Holder  shall  make advances not more frequently than
quarterly  upon  reasonable  requests  submitted  in writing by Maker to Holder.
Such requests shall provide sufficient detail for Holder to reasonably determine
the  request  is consistent with Maker's approved budget.  In no event shall the
aggregate advances by the Holder hereunder exceed one hundred and fifty thousand
dollars  ($150,000.00)  during  each twelve (12) month period following July 10,
2006.  Holder's obligations to make the initial advance and any further advances
to  Maker  under  the  terms  of  this  Note  may be terminated by the Holder by
providing  thirty  (30)  days  prior  written  notice  to  Maker  upon  Holder's
reasonable  determination  that  the proceeds of such advances have been or will
not  be  expended  for  approved  budget  items.

If the Maker (a) fails to comply with any of the provisions of this Note; or (b)
becomes  insolvent  or  the  subject of a voluntary or involuntary proceeding in
bankruptcy,  reorganization,  arrangement  or  creditor  composition proceeding,
ceases  doing  business  as a going concern, or is the subject of a dissolution,
merger  or  consolidation,  then  the Holder, upon the occurrence of any of such
events  (each  an  "Event  of  Default"), may at the Holder's option and without
prior  notice  to the Maker, exercise any one or more of the rights and remedies
available  to  the Holder under applicable law, including, but not limited to, a
declaration  by  the Holder that all indebtedness under this Note is immediately
due  and  payable.

The  Holder shall have the right, at the Holder's option, at any time after July
10,  2007  and continuing thereafter until the earlier of: (a) July 10, 2012, or
(b)  the  date  the entire outstanding indebtedness of this Note shall have been
paid  in full, to convert the outstanding principal balance and accrued interest
on  this  Note, in whole or in part, into fully paid and nonassessable shares of
common  stock of the Maker (the "Common Stock").  The number of shares of Common
Stock  into which this Note may be converted shall be determined by dividing the
aggregate  amount  of  indebtedness  to  be  converted by a factor of $.0015 per
share,  provided the resulting number of shares of Common Stock shall be rounded
up  to  the next whole share.  No fractional shares shall be issued to the Maker
upon  any  such  conversion.

Except  to  the extent otherwise provided for in this Note, the Maker waives all
rights  of  notice,  presentment  or  demand  for  payment.

This  Note shall be governed by and construed in accordance with the laws of the
State  of  Michigan.  This Note shall be binding upon the Maker's successors and
permitted  assigns.

Maker:

Aventura Holdings, Inc.


By:  /s/  Craig  Waltzer
     -------------------
     Craig  Waltzer
Its:     President