PROMISSORY NOTE


                                                                      $25,000.00
                                                                  March 24, 1999
                                                             Rochester, New York


     For value received, receipt of which is hereby acknowledged, the
undersigned does hereby promise to pay to the order of Carl R. Reynolds the sum
of Twenty-Five THousand and 00/100 Dollars ($25,000.00) upon demand wiht
interest at the rate of ten percent (10%) per annum.  The Maker(s) hereof agree
to be jointly and severally liable hereon.

     If Maker shall default in any payments due on this Note, or any of the
terms hereof, the Holder may give notice of the default and if not cured within
fifteen (15) days, may declare all principal and accrued interest at once due
and payable nad proceed to seek all remedies available at law.  The Maker agrees
to pay, as part of this Note, all costs incurred in collecting the amount due on
this Note, including but not limited to reasonable attorneys' fees of 20 percent
of the amount due.

     Presentment, protest and notice are hereby waived.



WITNESS:                              NEW SKY COMMUNICATIONS, INC.

                                      /s/ Carl R. Reynolds
- -----------------------          By:  ----------------------------------
                                            President


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SEAL