<PAGE>
Exhibit 10.38
PROMISSORY NOTE
$150,000.00 Mandeville, Louisiana June 9, 2000
For value received, RX Technology, Inc. promises to pay Merchants Trade
& Finance Co., 445 5th Avenue, New York, New York 10016 ("Holder"), the sum
of ONE HUNDRED FIFTY THOUSAND AND NO/100 ($150,000.00) DOLLARS payable over
six months as follows: principal shall be payable monthly in installments of
EIGHTEEN THOUSAND SEVEN HUNDRED FIFTY AND NO/100 ($18,750.00) DOLLARS on the
fifteenth (15th) day of each month beginning on August 15, 2000 until
November 15, 2000 and the principal balance of SEVENTY FIVE THOUSAND AND
NO/100 ($75,000.00) DOLLARS shall be payable on the fifteenth (15th) day of
December, 2000; interest shall be payable monthly in the amount of ONE
THOUSAND THREE HUNDRED SEVENTY-FIVE AND NO/100 ($1,375.00) DOLLARS on the
fifteenth (15th) day of each month beginning on July 15, 2000 and continuing
until October 15, 2000 and ONE THOUSAND ONE HUNDRED TWENTY-FIVE AND NO/100
($1,125.00) DOLLARS on the fifteenth (15th) day of both November and
December, 2000.
All obligations contained herein shall be governed by Louisiana law and
the applicable laws of the United States of America and any litigation
relating to the obligations contained herein shall be conducted exclusively
before the courts of the State of Louisiana, the parties hereto consenting to
the jurisdiction of said courts.
RX TECHNOLOGY, INC.
By: /s/ Donald Rex Gay
---------------------
Its: President
--------------------
