US DATA AUTHORITY INC
CONVERTIBLE PROMISSORY NOTE SHAMAY
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE SHAMAY
<TEXT>


                           CONVERTIBLE PROMISSORY NOTE


Boca Raton, Florida
February 15, 2001

         FOR VALUE  RECEIVED,  US DATA AUTHORITY,  INC., a Florida  corporation,
whose address is 3500 NW Boca Raton Boulevard, Building 811, Boca Raton, Florida
33431 ("Borrower") promises to pay to JOSEPH E. SHAMY, an individual resident of
Florida whose address is 17616 Candlewood  Terrace,  Boca Raton,  Florida 33487,
("Lender"),  at Lender's  address or at such other place as Lender may from time
to time designated in writing,  in lawful money of the United States of America,
the principal sum of Two Hundred Thousand Dollars  ($200,000.00) upon Borrower's
receipt of such amount from Lender. The principal  outstanding from time to time
under this Note shall bear interest at ten percent (10%) per annum  (computed on
the basis of a 360-day year for the actual number of days elapsed) from the date
of the borrowing until paid in full and shall be payable monthly.

         1.  Re-payment.  The  outstanding  principal  and  any  unpaid  accrued
interest  of this Note  shall be due and  payable  on the date one year from the
date of this Note. Interest upon this Note shall be paid in monthly installments
on the first (1st) day of each month with the first such  interest  accrued from
the date of this Note  Commencing on March 15, 2001,  and shall  continue  until
this Note is paid in full.  Any late payment of interest  shall bear interest at
the rate of eighteen percent (18%) per annum (computed on the basis of a 360-day
year for the actual number of days elapsed).

         2.       No Prepayment Allowed.    Borrower shall not have the right to
prepay this Note in full or in part at any time.

         3. Right to Alternative  Form of Payment.  Lender shall have the option
to  convert  the  outstanding  balance  of the  principal  owing on this Note in
satisfaction of repayment of such  outstanding  balance into shares of Preferred
Stock of Borrower at a price of twenty cents ($.20) per share.  Conversion shall
require a written note to US Data  Authority,  Inc.  and/or it's Chief Operating
Officer and the Preferred Stock shall be issued to Lender within 24 hours.  When
such Preferred Stock is issued, it will have ten (10) times the voting rights of
Common  Stock for three (3) years from the date of this  Convertible  Promissory
Note. After three (3) years, the preferred shares shall automatically convert to
common shares with the same rights and privileges as common stock

         4. Remedies and Waiver.  Lender may take  whatever  action in law or at
equity it may  consider  necessary or desirable to collect any sums then due and
thereafter to become due hereunder and to enforce performance hereunder. In this
connection,  Borrower hereby waives diligence,  presentment for payment, demand,
notice of  acceleration,  protest and notice of protest of this Note, and to the
extent  permitted by applicable  law, all other  notices in connection  with the
delivery,  acceptance,  performance,  default or  enforcement of this payment of
this Note.

         5.  Cumulative  Rights and No Waiver.  Each and every right  granted to
Lender hereunder or allowed it by law or equity,  shall be cumulative and may be
exercised from time to time.  Lender shall not be deemed, by any act or omission
or commission,  to have waived any of its rights or remedies hereunder shall not
constitute  a waiver of the right to exercise  any of the  foregoing  options at
that time or at any  subsequent  time or nullify any prior  exercise of any such
option  without  the  express  consent  of  Lender,  except as and to the extent
provided by law. A waiver with  reference to one event shall not be construed as
continuing  or as a bar to or waiver  of any right or remedy as to a  subsequent
event.

         6.  Miscellaneous.  It is  expressly  stipulated  and  agreed to be the
intent of Borrower and Lender at all times to comply with the applicable law now
or hereafter  governing the interest payable on this Note. If the applicable law
is ever revised, repealed or judicially interpreted so as to render usurious any
amount called for under this Note, or if any  prepayment by Borrower  results in
Borrower's  having paid any interest in excess of that  permitted by  applicable
law, then it is Borrower's  and Lender's  express intent that all excess amounts
therefore  collected by Lender be credited on the principal balance of this Note
(or,  if this  Note  has been  paid in  full,  refunded  to  Borrower),  and the
provisions  of  this  Note  immediately  be  deemed  reformed  and  the  amounts
thereafter  collectible hereunder and thereunder reduced,  without the necessity
of the execution of any new document,  so as to comply with the then  applicable
law, but so as to permit the recovery of the fullest amount otherwise called for
hereunder.

         7.  Choice of Law.  This Note is made under, and shall be construed by,
the laws of the State of Florida.

         IN WITNESS WHEREOF,  the Borrowers,  intending to legally bound hereby,
have duly executed this Note under seal on the date first above written.


                                    BORROWER:

                                    US DATA AUTHORITY, INC.


                                    /s/ Dominick F. Maggio
                                    --------------------------------------------
                                    By:  Dominick F. Maggio
                                    Its: Executive   Vice  President  and  Chief
                                         Operating Officer
</TEXT>
</DOCUMENT>
