 
  


                         EXHIBIT 10.1

                      PROMISSORY NOTE


$700,000                                                    August 9, 1994


      FOR VALUE RECEIVED, Northeast (USA) Corp., a New York corporation,
having an office at 129-09 26th Avenue, Suite 202, Flushing, New York (the
"Maker"), promises to pay to the order of Celcor, Inc. (the "Holder"), the
principal sum of Seven Hundred Thousand Dollars and 00/100 ($700,000.00), in
lawful money of the United States, on November 30, 1994 (the "Maturity Date").

      1.    Place and Manner of Payment.  All payments required to be made
hereunder shall be mailed to the address of the Holder at 1800 Bloomsbury
Avenue, Wanamassa, New Jersey 07712.  If at any time the Holder shall desire
to change the address to which payments shall be sent, written notice of such
change shall be furnished to the Maker.

      2.    Payment Due on a Non-business Day.  If any payment of principal or
interest on this Note becomes due and payable on a Saturday, Sunday or other
day on which commercial banks in New Jersey are authorized or required by law
to close, the due date thereof shall be extended to the next succeeding
business day.

      3.    Default Interest Rate.  If the principal sum shall not be paid
prior to the Maturity Date, or in the event the Holder of this Note shall at
any time declare a default, this Note shall thereafter accrue interest at an
annual interest rate equal to fifteen percent (15%) per annum.  Such interest
rate shall remain in effect until the default is cured or waived by the
Holder, or until the principal amount shall be paid in full, whichever shall
first occur.

      4.    Optional Prepayment.  Maker may prepay this Note in whole or in
part, at any time or times, without premium or penalty.

      5.    Events of Default.  Any of the following events shall constitute
"Events of Default" hereunder:

            (i)   Failure by the Maker to make any payment of principal or
interest when due and such failure is not cured within ten days of such due
date;

            (ii)  The failure by Maker to perform or observe any other terms
or conditions of this Note, which shall continue unremedied for fifteen days
after written notice thereof is furnished by the Holder to Maker;

            (iii) The filing by the Maker of a voluntary petition in
bankruptcy or the filing by Maker of an assignment for the benefit of its
creditors, or any other action by Maker seeking a reorganization, arrangement,
readjustment of its debts, or for any other relief under any bankruptcy or
insolvency law, state or federal; and
            (iv)  The filing of an involuntary petition in bankruptcy against
the Maker (which shall remain undischarged or stayed for a period of ninety
days after the filing thereof).

      6.    Remedies.  If an Event of Default has occurred and has not been
cured or waived within the applicable grace period, the Holder may, in
addition to any right or remedy it may have at law or in equity, declare all
indebtedness to be immediately due and payable, without presentment, demand,
protest, or other notice of any kind.  If any action shall be brought to
collect this Note, the Maker shall be liable for all collection costs,
including reasonable attorneys' fees.

      7.    No Waiver.  The Holder shall not be deemed to have waived any
right or remedy by (i) forbearing or failing to exercise or delaying any
exercise of any of its rights or remedies under this Note; (ii) failing to
insist upon or any delay in insisting upon the strict performance by Maker of
any term or condition of this Note; or (iii) granting any extension,
modification or waiver of any term or condition of this Note.  Maker hereby
waives presentment, demand for payment, notice of dishonor, and all other
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note.

      8.    Governing Law; Jurisdiction.  This Note shall be governed by and
construed according to the laws of the State of New Jersey.  In any litigation
relating to this Note, Holder hereby consents to the personal jurisdiction of
the State and Federal courts of the State of New Jersey.

      IN WITNESS WHEREOF, Maker has caused this Note to be duly executed on
the date first above written.

                                    NORTHEAST (USA) CORP.


                                    By: ___________________________________


                                    Title: __________________________________

