CENTRACK INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<TEXT>


                                                              Exhibit 10.6


              NON-NEGOTIABLE, NON-RECOURSE PROMISSORY NOTE NO. 2
              --------------------------------------------------

US$50,000.00                                              January 12, 2001

  	1.  	Parties.

      		1.1   George Nathanail, an Individual (the "Maker").

      		1.2   Centrack International, Inc. (the "Payee").

  	2.  	Maker's Promise to Pay.

        For value received, Maker promises to pay to the order of
Payee, its successors or assigns FIFTY THOUSAND UNITED STATES DOLLARS
(US$50,000.00) (the "Principal").

	  3.	  Interest.

        No Interest will be charged under this Note.

  	4.	  Payments.

        4.2     The Principal hereunder shall be due and payable
in full or in such amount(s) as the Cash Escrow Agent (as defined in the
Stock Subscription and Purchase Agreement of even date herewith) for
the Payee shall be required by the Cash Escrow Agreement to demand in
writing from time to time, after March 12, 2001 but not later than June
12, 2001, which may be a single demand for the entire $50,000.00 or
sequential demands for portions thereof, provided, however, that in the
event that Centrack consummates a "reverse merger" prior to the making
of such demand or demands, this Note shall be deemed cancelled as to
the entire principal (or remaining principal, as the case may be), with
no further requirement of payment on the part of the Buyer, except that
the Buyer shall be responsible to pay that portion of the Note that is
necessary in order for there to be sufficient proceeds of such payment
to pay all obligations incurred by Centrack between the date of the
Closing and the date of completion of the reverse merger, and provided
further, that all such demands shall be accompanied by documentation
indicating the nature and amount of the obligations to be paid
(including any advance payments that may be required), based on the
Cash Budget incorporated into the Stock Subscription and Purchase
Agreement.

       4.2     All payments hereunder shall be made in lawful
money of the United States of America.

       4.3     Maker will make all payments to the following address:

                        Centrack International, Inc.
                        C/o Merritt Enterprises, Inc., as Cash
                        Escrow Agent for Centrack International, Inc.
                        6299 Pine Drive
                        Lantana, FL 33462

or at such other address as directed in writing by the Payee.



<PAGE>    Exhibit 10.6 - Pg. 1



       		4.5	  Prepayment.  This Note may be prepaid in whole or in
part at any time without penalty or premium.

    5.  	Default.

       		5.1  	If any payment of Principal, Interest or other sum due
Payee hereunder is not paid as and when due, and the Maker fails to
fully cure such failure to pay within five (5) calendar days of receipt
of the Payee's written notice of such failure and demand for payment,
this Note shall be in default, and no further notice shall be required
for Payee to obtain the remedies available to it for said default.

         5.2   Upon default in this Note, the Stock and Note Escrow
Agent (as defined in the Stock Subscription and Purchase Agreement of
even date herewith), without further legal action, shall cause such
number of the shares of common stock of the Payee as are then held in
the Note and Stock Escrow referred to in Section 4.6 hereof to be
returned to the Payee for cancellation, without further obligation to
the Buyer, and the Buyer shall have no rights in such Shares.  Failure
to exercise this option shall not constitute a waiver of the right to
exercise the same at any other time.  Payee shall have no recourse
against the Maker hereunder except as set forth in this section.

         5.3   Any default by the Maker in the payment of Promissory
Note No. 1 between the Maker and the Payee, dated of even date
herewith, shall be deemed to constitute a default under this Note as
well; and in such event the Payee may pursue all of its remedies for
default under this Note.

  	6.  	Waivers.

      		Maker and any endorsers, sureties, guarantors, and all
others who are, or may become liable for the payment hereof severally:
(i) waive presentment for payment, demand, notice of demand, notice of
nonpayment or dishonor, protest and notice of protest of this Note, and
all other notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note.

  	7.  	Notices

        All notices, requests, demands, waivers and other
communications required or permitted to be given under this Note shall
be in writing and shall be delivered in person or mailed, certified or
registered mail with postage prepaid, as follows:

     If to the Payee:        Centrack International, Inc.
                             C/o Merritt Enterprises, Inc., as Cash Escrow
                             Agent for Centrack
                             6299 Pine Drive
                             Lantana, FL 33462
                             Attention: Steve Merritt, President

     With a copy to:         _______________________
                             _______________________
                             _______________________
                             _______________________

     If to the Maker:        George Nathanial
                             _______________________
                             _______________________
                             _______________________



<PAGE>    Exhibit 10.6 - Pg. 2


     With a copy to: [Attorney]

                             _______________________
                             _______________________
                             _______________________


or to such other Person or address as any party shall specify by
notice in writing to each of the other parties in accordance with this
clause.  All such notices, requests, demands, waivers and
communications shall be deemed to have been received on the date when
given unless mailed, in which case on the third business day after the
mailing thereof.

  	8.  	Miscellaneous Provisions.

      		8.1	  The captions of sections of this Note are for
convenience only, and shall not affect the construction or
interpretation of any of the terms and provisions set forth in this
Note.  Whenever used in this Note, the singular number shall include
the plural, and the masculine shall include the feminine and the
neuter, and vice versa.

      		8.2  	The remedies of Payee as provided herein shall be
cumulative and concurrent and may be pursued singly, successively, or
together at the sole discretion of the Payee and may be exercised as
often as deemed necessary by the Payee.  No act of omission or
commission of Payee, including specifically any failure to exercise
any right, remedy or recourse shall be effective unless it is set
forth in a written document executed by an authorized representative
of the Payee with authority to thereby bind the Payee legally, and
then only to the extent specifically recited therein.  A waiver or
release with reference to one event shall not be construed as
continuing, or as a bar to or as a waiver or release of any subsequent
right, remedy, or recourse as to any subsequent event.

   (j)  8.3   This Note shall be construed, interpreted,
enforced and governed by and in accordance with the laws of the State
of Florida (excluding the principles thereof governing conflicts of
law), and federal law in the event federal law permits a higher rate of
interest than Florida law.  Any legal action or proceeding with respect
to this Note or any document related thereto may be brought in the
courts of the State of Florida or in the United States District Court
for the Southern District of Florida and, by execution and delivery of
this Note, the Maker hereby accepts, generally and unconditionally,
the jurisdiction of the aforesaid courts. The Maker hereby irrevocably
waives any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens,
which he may now or hereafter have to the commencement of any such
action or proceeding in such respective jurisdictions, and consents to
the granting of such legal or equitable relief as is deemed
appropriate by the court.  The Maker irrevocably consents to the
service of process of any of the aforesaid courts in any such action
or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to the Maker at its address provided
herein, such service to become effective thirty (30) days after such
mailing.  Nothing contained herein shall affect the right of the Payee
to serve process in any other manner permitted by law or commence
legal proceedings or otherwise proceed against the Maker or any of the
Maker's property in any other jurisdiction.

  		    8.4	  If any provision or portion of this Note is declared or
found by a court of competent jurisdiction to be unenforceable or null
and void, such provision or portion thereof shall be deemed stricken
and severed from this Note, and the remaining provisions and portions
thereof shall continue in full force and effect.



<PAGE>    Exhibit 10.6 - Pg. 3


  		    8.5  	This Note may not be amended, extended, renewed or
modified, nor shall any waiver of any provision hereof be effective,
except by an instrument in writing executed by an authorized officer of
Payee.  Any waiver of any provision hereof shall be effective only in
the specific instance and for the specific purpose for which given.


______/s/ George Nathanail_____________
George Nathanial




<PAGE>    Exhibit 10.6 - Pg. 4





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