PROMISSORY NOTE


$1,700,000                   Houston, Texas                    November 14, 2000

     FOR VALUE RECEIVED and WITHOUT GRACE, the undersigned ("Maker") promises to
pay to the order of EQUIVA TRADING COMPANY ("Payee"), at its offices in Houston,
Harris  County,  Texas,  the sum of ONE MILLION SEVEN HUNDRED  THOUSAND  DOLLARS
($1,700,000),  or so much thereof as may be advanced  against this Note pursuant
to the Credit  Agreement  dated of even date  herewith by and between  maker and
Payee (as amended,  restated,  or  supplemented  from time to time, the ("Credit
Agreement"),  together with interest at the rates and  calculated as provided in
the Credit Agreement.

     Reference  is hereby  made to the Credit  Agreement  for  matters  governed
thereby,  including,  without limitation,  certain events which will entitle the
holder  hereof  to  accelerate  the  maturity  of  all  amounts  due  hereunder.
Capitalized  terms used but not  defined  in this Note  shall have the  meanings
assigned to such terms in the Credit Agreement.

     This Note is issued  pursuant  to, is the "Note"  under,  and is payable as
provided in the Credit  Agreement.  Subject to compliance  with  applicable with
provisions of the Credit Agreement, Maker may at any time pay the full amount or
any part of this Note  without  the  payment  of any  premium  or fee,  but such
payment  shall  not,  until this Note is fully  paid and  satisfied,  excuse the
payment as it becomes due of any payment on this Note provided for in the Credit
Agreement.

     Without  being  limited  thereto  or  thereby,  this Note is secured by the
Security Instruments.

     THIS NOTE  SHALL BE  GOVERNED  AND  CONTROLLED  BY THE LAWS OF THE STATE OF
TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES  THEREOF RELATING TO CONFLICTS OF LAW;
PROVIDED,  HOWEVER,  THAT CHAPTER 345 OF THE TEXAS FINANCE CODE (WHICH REGULATES
CERTAIN  REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING  TRIPARTY  ACCOUNTS) SHALL
NOT APPLY TO THIS NOTE.


                                          MAKER:

                                          PLAYA MINERALS & ENERGY, INC.


                                          By: /s/ John Ehrman
                                              ----------------------------------
                                              Printed Name:  John Ehrman
                                              Title: President