PROMISSORY NOTE

$34,000.00

Santa Monica, California
June 1, 1999


For value received, I promise to pay to Interpacket Group, Inc. or order, at
1901 Main St., Santa Monica, California 90405, the sum of Thirty-Four
Thousand Dollars ($34,000.00), with interest from September 7, 1999, on
unpaid principal at the rate of six per cent (6%) per annum until fully paid.
I shall make interest only payments of One Hundred Seventy ($170.00) on the
7th day of each month, from the 7th day of October, 1999, through the 7th day
of September 2000. so long as I am employed by Interpacket Group, Inc., such
monthly interest payments shall be made by a payroll deduction in the amount
thereof from my regular salary scheduled to be paid on or about the 7th day
of each month. Principal plus all accrued and unpaid interest on such
principal shall be due and payable on the 7th day of September 2000. This
note may be prepaid in whole or in part, without penalty, at my option. Each
payment shall be credited first on interest then due and the remainder on
principal; and interest shall thereupon cease upon the principal so credited.
Should interest not be so paid it shall thereafter bear like interest as the
principal, but such unpaid interest so compounded shall not exceed an amount
equal to simple interest on the unpaid principal at the maximum rate
permitted by law. Should default be made in payment of any installment of
principal or interest when due the whole sum of principal and interest shall
become immediately due at the option of the holder of this note. Principal
and interest are payable in lawful money of the United States


                                        / s /  Peter Zimble
                                             ----------------------
                                               Peter Zimble