PROMISSORY NOTE

     For value received, Gary Kimmons and GK Intelligent Systems, MC ("GK"),
promises to pay BDO Seidman, LLP ("BDO") the sum of $85,000. This sum is payable
on or before March 1, 2002. Should GK default on any such payment, then GK will
pay BDO 20% of the amount then outstanding in addition to all other payments
due. BDO also will be entitled to 18% interest per annum running from the time
of default on the entire remaining outstanding amount due hereunder including
the 20% penalty payment.

     In the event of a default, Gary Kimmons and GK Intelligent Systems, MC
("GK") will be liable for all costs of collection including, but not limited to,
attorney's fees.

     All obligations shall become immediately due and payable upon demand at the
option of the holder whenever he shall deem himself insecure.

     Failure to insist on timely payment of any installment hereunder does not
constitute a waiver of timely payment of any other installment called for under
this note.

     Gary Kimmons and GK Intelligent Systems, MC ("GK") hereby waives demand,
presentment of payment, notice of non-payment and protest.

     Gary Kimmons and GK Intelligent Systems, MC ("GK")


         By: /S/ Gary Kimmons

Sworn to and subscribed before me this 2 day of June 2002

Amanda Blanke
Notary Public