PROMISSORY NOTE
Dallas, Texas
$115,060.11 August 18, 2000
For value received, the undersigned promises to pay to the order of XCEL
Capital, L.L.C. One Hundred FifteenThousand, Sixty and 11/100 Dollars
($115,060.11) with interest from this date until paid at the rate of eight
percent (8%) per year. The principal and all accrued interest is payable October
17, 2000.
All payments on this Note shall be by wire transfer to Gross, Duke & Nelson,
P.C. as escrow agent (the "Escrow Agent") pursuant to that certain Security and
Escrow Agreement dated August 18, 2000 (the "Security and Escrow Agreement.').
XCEL shall provide to the undersigned wiring instructions for the Escrow Agent
by October 1, 2000.
For purposes of this Note, "Default" shall mean the failure of the undersigned
to pay some or all of the principal and accrued interest when due. Time is of
the essence.
Payment of this Note is secured by 145,000 shares of restricted fully paid and
non-assessable common stock of the Undersigned in accordance with that certain
Security Agreement and Escrow Agreement of even date. Upon default by
undersigned under this Note, XCEL's sole right shall be to receive delivery of
the aforesaid common stock pursuant to such Security Agreement and Escrow
Agreement and this Note shall otherwise be non-recourse as to the Undersigned.
This Note shall be governed by and construed in accordance with the laws of the
State of Texas without regard to the conflicts of laws principles thereof and
the actual domicile of the parties.
In witness whereof the undersigned has caused this Note to be executed by its
duly-authorized officer.
INSTITUTIONAL EQUITY HOLDINGS, INC.
By:_______________________________________
Title:_____________________________________
