"PROMISSORY NOTE"

Face Value:
Term:
ROR:
ROI:
$
Dated: , (year)

Principal Amount:

State Of:

FOR VALUE RECEIVED, the undersigned hereby jointly and severally promise To pay to the order of
__________________, The sum of __________Dollars($),

together with interest Thereon at the rate of______%
per annum on the unpaid balance. Said sum shall be
paid in the manner following:

All parties to this agreement jointly agree that the sum of Received as a "Deposit" into a "Private Offering" and "intrastate" Offering On a Real estate Property Purchase, Renovation and Resale By Robert H. Fox T/A FDG Inc. AKA/Fox Development Group Inc.

All parties further agree that a "Return On Deposit" of an amount equal to but Not less than the "Full Deposit Amount" plus ______% of property sale net profit To FDG Inc. with said property selected at sole discretion of Robert H. Fox T/A FDG Inc.
"Return On Deposit" to be paid within a minimum of 30-Days to A Maximum of 180-Days. All payments shall be first applied to interest and the balance to principal. This note may be prepaid, at any time, in whole or in part, without penalty.

All prepayments shall be applied in reverse order of maturity. This note shall at the option of any holder hereof be immediately due and payable upon the Failure to make any payment due hereunder within __________days of its due date. If "Return On Deposit" not received by "Depositor" in the above-mentioned time frame, Said "Depositor" Shall receive a "Full Refund" of deposit plus current "Prime Interest Rate" compounded monthly. In the event this note shall be in default, and placed with an attorney for collection, then the undersigned agree to pay all reasonable attorney fees and costs of collection. Payments not made within (5) Days of due date shall be subject to a late charge Of _____% of said payment. All payments hereunder shall be made to such address as may from time to time be designated by any holder hereof. The undersigned and all other parties to this note, whether as endorsers, guarantors or sureties, agree to Remain fully bound hereunder untill this note shall be fully paid and waive demand, presentment and protest And all notices thereto and further agree to remain bound, notwithstanding any extension, renewal, modification, Waiver, or other indulgence by any holder or upon the discharge or release of any obligor hereunder or to this note, or upon the exchange, substitution, or release of any collateral granted as security for this note.

No modification or indulgence by and holder hereof shall be binding unless in writing; and any indulgence on any one occasion shall not be an indulgence for any other or future occasion. Any modification or change of terms, Hereunder granted by any holder hereof, shall be valid and binding upon each of the undersigned, notwithstanding The acknowledgment of any of the undersigned, and each of the undersigned does hereby irrevocably grant To each other's a power of attorney to enter into any such modification on their behalf. The rights of any holder Hereof shall be cumulative and not necessarily successive. This note shall take effect as a sealed instrument And shall be construed, governed and enforced in accordance with the laws of the State first appearing at the Head of this note. The undersigned hereby execute this note as principals and not as sureties.

Signed in the presence of:

(c)2002 Fox Development Group, Inc. All rights reserved