BASIC TECHNOLOGIES INC
10SB12G, EX-10.46, 2000-06-12
NON-OPERATING ESTABLISHMENTS
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                                                                   EXHIBIT 10.46

                                 PROMISSORY NOTE

$15,000.00                      Lewisville, Texas                 APRIL 12, 2000

For value received, BASIC TECHNOLOGIES, INC., AND P & A REMEDIATION, LLC.,
promises to pay to the order of Cynthia Rice Cleaver, Trustee, the sum of TWENTY
NINE THOUSAND SEVEN HUNDRED NINETY AND 60/100 DOLLARS ($29,790.60) in legal and
lawful money of the United States of America, with interest thereon from the
date hereof until maturity at the rate of TWELVE percent (12%) per annum on the
unpaid balance.

This note is due and payable as follows, to wit:

     ACCRUED MONTHLY INTEREST ONLY SHALL BE PAYABLE ON MAY 12, 2000; JUNE 12,
2000; JULY 12, 2000; AND AUGUST 12, 2000. PRINCIPAL SHALL BE DUE AND PAYABLE IN
FULL ON AUGUST 12, 2000.

This note shall be secured by a security interest in the following :

     Halliburton Cement Float VIN# 4804, Texas Title #75280932
     Reliable Tank Trailer, VIN# 2167, Texas Title 20299249

The undersigned may prepay this note without penalty. In the event any payment
due hereunder is not paid when due, the entire balance shall be immediately due
upon demand of any holder. Upon default, the undersigned shall pay all
reasonable attorney fees and costs necessary for the collection of this note.

Signed this 12th day of April, 2000.

ATTEST:                                     BASIC TECHNOLOGIES, INC.


/s/ RICHARD C. SMITH                        By: /s/ B WALKER
---------------------------                     --------------------------------
Richard C. Smith                                Bryan L. Walker, President
Chief Financial Officer

                                            P & A REMEDIATION, LLC.


                                            By: /s/ RICHARD C. SMITH
                                                --------------------------------
                                                Richard C. Smith, Manager



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