

                                                                    Exhibit 10.8


THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  STATE  SECURITIES  LAWS.  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR HYPOTHECATED UNTIL (I) A REGISTRATION  STATEMENT UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (THE "ACT") SHALL HAVE BECOME  EFFECTIVE  WITH RESPECT
THERETO OR (II)  RECEIPT  BY THE  BORROWER  OF AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO THE BORROWER TO THE EFFECT THAT  REGISTRATION  UNDER THE ACT IS
NOT REQUIRED IN CONNECTION  WITH SUCH  PROPOSED  TRANSFER NOR IS IN VIOLATION OF
ANY APPLICABLE STATE SECURITIES LAWS.



                       NON-NEGOTIABLE 12% PROMISSORY NOTE

$_____                                                   As of February 29, 2004

      FOR VALUE RECEIVED,  the undersigned,  a21, Inc., having an address of c/o
Loeb & Loeb LLP, 345 Park Avenue,  New York, NY 10154 (the "Borrower")  promises
to pay to the order of  __________  (the  "Lender"),  at the office of Lender at
____________________  or at such  other  place as  Lender  may from time to time
designate in writing,  without  offset or  counterclaim,  the  principal  sum of
__________ Dollars ($_____), in lawful money of the United States of America, on
or before  August 29, 2004, or as extended  automatically  for one six (6) month
extension  period or monthly  thereafter  (the "Maturity  Date"),  together with
interest thereon, as hereinafter set forth (the "Note").

      Interest on the principal  sum of this Note from time to time  outstanding
shall  accrue  from the date  hereof at the rate of twelve  percent  (12.0%) per
annum.

      Borrower has the  privilege  to prepay,  without  penalty or premium,  the
indebtedness evidenced hereby in full or in part upon ten (10) day prior written
notice to Lender.  All payments received by Lender shall be applied by Lender to
the  payment  due  hereunder  in such  manner  and in such  order as Lender  may
determine in Lender's sole and absolute discretion. Payment shall continue to be
due and payable as provided  herein,  until this Note is paid in full.

1.          Events of Default

            A. This Note shall become and be due and payable upon written demand
made by the holder hereof if one or more of the following events,  herein called
events of default, shall happen and be continuing:

                  (i)  Default  in the  payment  of the  principal  and  accrued
interest on the Note when and as the same shall become due and payable,  whether
by acceleration or otherwise;

                  (ii)  Default  in the due  observance  or  performance  of any
material  covenant,  condition  or  agreement  on the part of the Borrower to be
observed  or  performed  pursuant  to the terms  hereof and such  default  shall
continue uncured

<PAGE>

for thirty (30) days after  written  notice  thereof,  specifying  such default,
shall have been given to the Borrower by the holder of the Note;

                  (iii)  Application  for, or consent to, the  appointment  of a
receiver, trustee or liquidator of the Borrower or of its property;

                  (iv) Admission in writing of the  Borrower's  inability to pay
its debts as they mature;

                  (v)  General  assignment  by the  Borrower  for the benefit of
creditors;

                  (vi)  Filing  by  the  Borrower  of a  voluntary  petition  in
bankruptcy or a petition or an answer seeking reorganization,  or an arrangement
with creditors;

                  (vii) Entering against the Borrower of a court order approving
a petition filed against it under the Federal bankruptcy laws, which order shall
not have been  vacated or set aside or  otherwise  terminated  within sixty (60)
days; or

                  (viii) The sale of substantially all of the Borrower's assets.

            B. The Borrower agrees that notice of the occurrence of any event of
default  will be  promptly  given to the  holder at its  registered  address  by
certified mail.

            C. In case any one or more of the events of default  specified above
shall happen and be  continuing,  the holder of this Note may proceed to protect
and enforce his rights by suit in the  specific  performance  of any covenant or
agreement  contained in this Note or in aid of the exercise of any power granted
in this Note or may  proceed to enforce  the  payment of this Note or to enforce
any other legal or equitable rights as such holder.

2.          Lender Representations.

            A. Lender (i) is an  "accredited  investor," as that term is defined
in Regulation D under the Act; (ii) has such knowledge,  skill and experience in
business  and  financial  matters,  based on  actual  participation,  that it is
capable of evaluating  the merits and risks of an investment in the Borrower and
the  suitability  thereof as an investment  for Lender;  (iii) has received such
documents and  information as it has requested and has had an opportunity to ask
questions of representatives of the Borrower concerning the terms and conditions
of the  investment  proposed  herein,  and such  questions  were answered to the
satisfaction of Lender; and (iv) is in a financial position to hold the Note for
an  indefinite  time  and is able to bear the  economic  risk  and  withstand  a
complete loss of its investment in the Borrower.

            B. Lender is acquiring the Note for  investment  for its own account
and not with a view to,  or for  resale in  connection  with,  any  distribution
thereof.

            C. Lender  understands  that the Note has not been registered  under
applicable state or federal securities laws. Lender  acknowledges that by virtue
of  the  provisions  of  certain  rules   respecting   "restricted   securities"
promulgated by the Securities and Exchange Commission, the Note will be required

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<PAGE>

to be  held  indefinitely,  unless  and  until  registered  under  the  Act  and
applicable  state  securities laws, or unless an exemption from the registration
requirements of the Act and applicable state securities laws is available.

      The amount of $_______  received by the Borrower in exchange for this Note
shall be held in escrow by the  escrow  agent,  Loeb & Loeb  LLP,  and  released
simultaneously with and under the same terms and conditions as the funds held in
escrow under section 2.3 of the Stock Purchase  Agreement  between a21, Inc. and
Certain Investors dated January 2, 2004.

      The  failure  of  Lender  at any  time to  exercise  any  option  or right
hereunder  shall not  constitute  a waiver of Lender's  right to  exercise  such
option or right at any other time.

      As used herein,  the term "Lender" shall mean the Lender identified herein
and its successors and assigns and any and all other holders of this Note.

      IF ANY PROVISION OF THIS NOTE IS HELD TO BE INVALID OR  UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION,  THE OTHER PROVISIONS OF THIS NOTE SHALL REMAIN
IN FULL FORCE AND EFFECT.  IF THE PAYMENT OF ANY  INTEREST DUE  HEREUNDER  WOULD
SUBJECT  LENDER TO ANY PENALTY  UNDER  APPLICABLE  LAW,  THEN THE  PAYMENTS  DUE
HEREUNDER  SHALL BE  AUTOMATICALLY  REDUCED TO WHAT THEY WOULD BE AT THE HIGHEST
RATE AUTHORIZED UNDER APPLICABLE LAW.

      This Note shall be governed by, construed, and enforced in accordance with
the laws of The State of New York.

      Any notice  required or permitted to be  delivered  hereunder  shall be in
writing  and shall be deemed to be  delivered  on the  earlier  of: (i) the date
received,  or (ii) the date of delivery,  refusal, or non-delivery  indicated on
the return  receipt if deposited in a United States Postal  Service  depository,
postage prepaid,  sent registered or certified mail,  return receipt  requested,
addressed  to the party to  receive  the same at the  address  of such party set
forth  at the  beginning  of this  Note,  or at  such  other  address  as may be
designated in a notice delivered or mailed as herein provided.

      Executed under seal as of the date first above written.

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<PAGE>







                                          BORROWER:
                                          a21, INC.

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:


                                          LENDER:

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

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