Lease Agreement

Exhibit 10.6


PROMISSORY NOTE


Principal Amount: $60,000.00 Date: October 30, 1997


FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., hereinafter referred to as ("Maker"), does hereby promise to pay to the order of Shannon Investments, Inc. ("Noteholder"), as follows:


1. PAYMENTS. Maker does hereby promise to pay to the order of Noteholder, the aggregate sum of Sixty Thousand Dollars ($60,000.00), with annual interest of Six Thousand Dollars ($6,000.00) payable in one installment of interest and principal on or before November 1, 1998.


2. PREPAYMENT. Maker may prepay to Noteholder at any time, without premium or penalty, of any or all payments due pursuant to the terms of this Note.


3. OFFSET. Noteholder acknowledges and agrees that the payments hereunder shall not be subject to offset.


4. EVENT OF DEFAULT. An "Event of Default" is defined for purposes of this Note as the following:


(a) The failure of Maker to pay any of the aforesaid payments within fifteen (15) days as the same shall become due and payable or the failure of any check or draft to be accepted for payment by the institution on which it is drawn.


(b) The liquidation, dissolution or cessation of business activities in the State of Maryland of Maker; or


(c) The transfer of all or substantially all of Maker's assets other than in the ordinary course of business.


5. REMEDIES. In the Event of Default on any of the foregoing obligations, Noteholder agrees to provide written notice to Maker of any default and allow Maker fifteen (15) days to cure said default, and absent cure of said default, Maker agrees as follows:


(a) The entire unpaid principal sum of this Note shall, at the option of the Noteholder, be accelerated and shall at once


be due and payable. Noteholder may exercise its option to accelerate during any default of the Maker, regardless of any prior forbearance.


(b) Maker agrees to transfer to Noteholder all assets then owned by MRG which it acquired from Pittock Distributing, Inc. in full satisfac ...