Exhibit  10.2

                                PROMISSORY NOTE
                                ---------------


$40,000                                                   Dated  June  24,  2004


     FOR  VALUE  RECEIVED,  the  undersigned  promises  to  pay  to the order of
GREENTREE  FINANCIAL  GROUP,  INC.,  its successors or assigns, the sum of FORTY
THOUSAND  AND  NO/00  ($40,000.00)  DOLLARS  (representing a principal amount of
$38,835 plus interest of $1,165, or approximately 6% interest per annum) payable
in  six  months  from  today  as  follows:

THE  TOTAL OF FORTY THOUSAND AND NO/00 ($40,000) DOLLARS, PLUS ACCRUED INTEREST,
WILL  BE PAID, IN CASH ON DECEMBER 24, 2004. THIS PAYMENT HEREUNDER SHALL BE DUE
AND PAYABLE AT THE OFFICES OF GREENTREE FINANCIAL GROUP, INC., LOCATED AT 555 S.
POWERLINE  ROAD,  POMPANO  BEACH,  FLORIDA  33069.

THIS  PROMISSORY  NOTE  IS NON ASSUMABLE. IT SHALL BECOME DUE AND PAYABLE UPON A
CHANGE  IN CONTROL (AS DEFINED BY SEC RULES AND REBULATIONS) OF THE MAKER. THERE
SHALL  BE  NO  PRE-PAYMENT  PENALTY  WITH  RESPECT  TO  THIS  PROMISSORY  NOTE.

     Each maker, endorser, and guarantor waives demand, notice of nonpayment and
demand.  If any payment due is not made and remains unpaid for TEN (10) DAYS, it
is  in default hereof. Any such payment in default shall bear interest at 6% per
annum.  Should  any  payment  not  be  made when due, there shall also be a late
charge  equal  to  5%  of the amount of the installment of principal or interest
which  is paid after the due date. In the event of default hereunder, the entire
unpaid balance hereof shall, at the option of the holder, become due and payable
upon  demand. All costs and fees (including reasonable fees and disbursements of
legal  counsel)  incurred  by  the holder as the result of any default by anyone
liable  hereunder  or as the result of any collection effort by the holder shall
also  be due and owing to the holder. Failure to exercise any right shall not be
deemed  a  waiver  of  the right to exercise the same at any subsequent date, or
event.

     The  Maker  acknowledges  receipt  of  a  conformed  duplicate copy of this
promissory  note and acknowledges having had its duly appointed officer read the
same  before  affixing  his  signature  below.



                                      -2-


     This  promissory note is to be construed according to the laws of the State
of  Florida,  without  regard  to  any  choice  of  law  principles.

IN  WITNESS  WHEREOF,  the Maker has caused this note to be executed by its duly
authorized  officer  on  this  24th  day  of  June,  2004.


CAPITAL  RESOURCE  FUNDING,  INC.


By:  /s/  David  Koran
     -----------------
     David  Koran
     President