FIDELITY HOLDINGS INC
SENIOR SECURED PROMISSORY NOTE DATED DEC. 11, 2000
<DOCUMENT>
<TYPE>EX-10.80
<SEQUENCE>2
<FILENAME>y43794ex10-80.txt
<DESCRIPTION>SENIOR SECURED PROMISSORY NOTE DATED DEC. 11, 2000
<TEXT>

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EX-10.80
                   SENIOR SUBORDINATED SECURED PROMISSORY NOTE
                              Due December 11, 2002

$2,000,000.00                                            As of December 11, 2000
                                                           Kew Gardens, New York


         FOR VALUE RECEIVED, FIDELITY HOLDINGS, INC., a Nevada corporation
having principal offices at 80-02 Kew Gardens Road, Suite 5000, Kew Gardens, New
York ("Maker" or "Payor"), hereby promises to pay, in accordance with the terms,
conditions, covenants and agreements provided herein, to the order of M&K
EQUITIES, LTD., a New York corporation with an address at 130 Crossways Park
Drive, Woodbury, New York 11797 (the "Payee" or the "Holder of this Note"), or
registered assigns, the principal amount of TWO MILLION ($2,000,000) DOLLARS on
December 11, 2002 (such date, as same may be accelerated in accordance with the
terms hereof, is referred to herein as the "Maturity Date"), at a rate per annum
of ten percent (10%) (computed on the basis of actual calendar days outstanding
using a 360-day year basis). Interest hereunder shall be payable in monthly
installments with all outstanding principal and interest due on the Maturity
Date. Payments of principal and interest shall be made monthly at the offices of
the Payee, c/o M&K Equities Ltd., 130 Crossways Park Drive, Woodbury, New York
11797 or at such other place as Payee may designate in writing, in immediately
available lawful money of the United States of America.

         This Note is referred to in, and entitled to the benefits of, and
payment of this Note is secured by, certain collateral set forth in a security
agreement by and among the Maker and the Payee of even date herewith (the
"Security Agreement"). Reference to the Security Agreement shall in no way
impair the absolute and unconditional obligation of the Maker to pay both
principal and interest hereon as provided herein. All capitalized terms not
defined herein shall have the meanings ascribed thereto in the Security
Agreement.

1. Security. This Note is the direct obligation of the Maker and is secured by
the Collateral (as that term is defined in the Security Agreement). The
indebtedness evidenced by this Note and the payment of the principal thereof
shall be Senior to, and have priority in right of payment over, any and all
other indebtedness of the Maker, now outstanding or hereinafter incurred, except
to the extent set forth in the Security Agreement or to Previous Senior
Indebtedness, to which the obligations hereunder are expressly subordinate.
"Senior," as used herein, shall be deemed to mean that, in the event of any
default in the payment of the obligations represented by this Note (after giving
effect to "cure" provisions, if any) or of any liquidation, insolvency,
bankruptcy, reorganization, or similar proceedings relating to the Maker, all
sums payable on this Note shall first be paid in full, with interest, if any,
before any payment is made upon any other indebtedness, now outstanding or
hereinafter incurred (except for Previous Senior Indebtedness), and, in any such
event, any payment or distribution of any character which shall be made in
respect of any other indebtedness of the


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Maker (except for Senior Indebtedness) shall be paid over to the holder of this
Note for application to the payment hereof, unless and until the obligations
under this Note (which shall mean the principal and other obligations arising
out of, premium, if any, interest on, and any costs and expenses payable under,
this Note) shall have been paid and satisfied in full. "Senior Indebtedness"
shall mean indebtedness incurred by the Maker in favor of Marine Midland Bank
(now HSBC Bank) and Mazda American Credit, any amendments, modifications or
alterations thereof, as well as any future "floor plan" or similar financing.

2. Event of Default. Any one or more of the following shall constitute an Event
of Default as the term is used herein:

(a) default in the payment of interest or principal herein when the same shall
have become due and payable for a period of fifteen (15) days; or

(b) The Maker becomes bankrupt or admits in writing its inability to pay debts
as they mature, or makes an assignment for the benefit of creditors, or consents
to the appointment of a trustee or receiver; or

(c) a trustee or receiver is appointed for the Maker or for all or part of the
Maker's property, without its consent; or

(d) bankruptcy or insolvency proceedings, or other proceedings for relief in
equity or under any acts of Congress or any laws of any State of the United
States relating to the relief of Makers are instituted against the Maker or are
consented to by the Maker; or

(e) if (i) any judgment in excess of $250,000 is rendered against the Maker or
any of its subsidiaries; and (ii) there is any attachment or execution against
any of the properties of the Maker or any of its subsidiaries for any amount in
excess of $250,000.00, and such judgment, attachment or execution remains
unpaid, unstayed or undismissed for any period of ninety (90) consecutive days;
or

(f) any increase in the principal balance or amount of the Prior Senior
Indebtedness without the prior written consent of the Holder.


In case of any Event of Default then, at the option of the legal holder hereof,
the entire unpaid principal balance of this Note, together with all accrued
interest thereon, shall forthwith become due and payable without notice.

3. Prepayment Provisions. The Maker shall have the right to prepay this Note in
full or in multiples of $100,000 at any time and from time to time, without
premium or penalty.

4. Principal Obligation. No provision of this Note shall alter or impair the
obligation of the Maker, which is absolute and unconditional, to pay the
principal of and interest on this


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Note at the place, at the respective times, at the rates, and in the currency
herein prescribed.

5. Presentment; Waiver of Jury Trial; Legal Fees. The makers, endorsers and
guarantors of this Note hereby waive presentment for payment, demand, notice of
non- payment and dishonor, protest, and notice of protest; waive trial by jury
in any action or proceeding arising on, out of, under or by reason of this Note;
consent to any renewals, extensions and partial payments of this Note or the
indebtedness for which it is given without notice to them, and consent that no
such renewals, extensions or partial payments shall discharge any party hereto
from liability hereof in whole or in part. In the event the Payee commences an
action or proceeding to enforce the obligations under this Note, the Maker shall
reimburse Payee all reasonable and necessary costs and expenses of such action,
including reasonable attorney's fees and disbursements, title charges and other
expenses, which shall be added to the amount due under this Note and recoverable
with the amount due under this Note.

6. Default Interest. Interest on this Note after maturity or default shall be
due and payable at the rate of eighteen (18%) percent per annum, or the maximum
rate of interest permitted by law, whichever is less.

7. Amendments, Etc. No amendment or waiver of any provision of this Note, nor
consent to any departure by Payor herefrom, shall in any event be effective
unless the same shall be in writing and signed by Payee, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that the obligations of Payor
hereunder shall terminate upon the payment in full of any and all monies due and
owing by Payor to Payee.

8. Lost Documents. Upon receipt by the Maker of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Note or any Note exchanged
for it, and (in the case of loss, theft or destruction) of indemnity
satisfactory to it, and upon reimbursement to the Maker of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such Note,
if mutilated, the Maker will make and deliver in lieu of such Note a new Note of
like tenor and unpaid principal amount and dated as of the original date of this
Note.

9. Usury. If any law which is applicable to this Note and which sets maximum
charges, is finally interpreted so that the interest and other charges hereunder
exceed the permitted limits, then (i) any such charges shall be reduced by the
amount necessary to reduce such charges to the legal limit; and (ii) any sums
already collected from Maker which exceed the permitted limits will be refunded
to Maker or applied to reduction of principal, at Holder's option.

10. Miscellaneous.


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(a) Parties in Interest. All covenants, agreements and undertakings in this Note
by and on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective permitted successors and assigns of the parties hereto
whether so expressed or not.

(b) Notices. Any notices required or permitted to be sent hereunder shall be
delivered personally or mailed, certified mail, return receipt requested, or
delivered by overnight courier service to the addresses stated in the Security
Agreement, or such other address as any party hereto designates by written
notice to the Maker, and shall be deemed to have been given upon delivery, if
delivered personally, three business days after mailing, if mailed, or one
business day after delivery to the courier, if delivered by overnight courier
service.

(c) Construction. This Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of New
York. The parties hereby: (i) in any legal proceeding brought in connection with
this Agreement or the transactions contemplated hereby, irrevocably submit to
the nonexclusive in personam jurisdiction of (A) any state or Federal court of
competent jurisdiction sitting in the State of New York, Counties of New York,
Queens or Nassau or (B) in the event that any party is a defendant in any legal
proceeding in which it seeks to join the other as a third party defendant, then,
any state or Federal court in which such proceeding has properly been brought,
and consents to suit therein; and (ii) waive any objection they it may now or
hereafter have to the venue of such proceeding in any such court or that such
proceeding was brought in an inconvenient court.

(d) Service of Process. Maker hereby irrevocably consents to the service of
process in any action or proceeding by the mailing by certified mail, return
receipt requested, postage prepaid, to the Maker at the address provided for
herein. Nothing herein shall affect the right of Payee to serve process in any
other matter permitted by applicable law.


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IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representatives of the Maker.

FIDELITY HOLDINGS, INC.


By:  /s/ Bruce Bendell
     -----------------
     Name:  Bruce Bendell
     Title: Chief Executive Officer


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