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                                                                  EXHIBIT 10(o)

                                 LOAN AGREEMENT



       It is hereby agreed that effective the date set forth below,
ClearWorks.net, Inc., a Delaware Corporation whose principal office is
located at 2450 Fondren, Suite 200, Houston, Texas 77063, hereinafter
referred to as the "Borrower", and Michael T. McClere and his assigns, heirs,
executors and administrators, hereinafter referred to as the "Lender", that
Borrower will borrow from Lender and Lender will lend to Borrower, pursuant
to the following terms, conditions and provisions:

       1.     AMOUNT: The Original principal sum of the Loan shall be One
              Hundred Fifty Thousand Dollars and no/100 Cents ($150,000.00)

       2.     TERM OF LOAN: This loan is payable on demand, but if no demand,
              then on or before January 9, 2000, in one installment of principal
              and accrued interest.

       3.     INTEREST RATE: This Loan shall bear interest at the rate of 1.0%
              per cent per month prior to maturity. Upon maturity, however, the
              Loan shall bear interest at the highest rate provided by law.
              Interest shall be computed on a 365 day calendar year or monthly
              computation based on actual days during the calendar month.
              Interest shall be compounded monthly as it accrues. Provided,
              there is no intention or agreement to charge usurious interest,
              and any usurious interest shall be rebated to the Borrower upon
              determination of the highest amount of interest provided by law.

       4.     COSTS: Borrower shall pay all reasonable costs incurred by Lender
              incident to this Loan, including filing fees with Government
              agencies or offices, delivery charges, copy charges and attorneys
              fees for the preparation of the Loan documents.

       5.     DEFAULT: On default in the payment of this Loan or in the
              performance of any obligation in any instrument securing or
              collateral to it, this Loan and all obligations in all instruments
              securing or collateral to it shall become immediately due at the
              election of Lender. Borrower and each surety, endorser, and
              guarantor waive all demands for payment, presentations for
              payment, notices of intention to accelerate maturity, notice of
              acceleration of maturity, protests, and notices of protest. This
              Loan is not to be deemed a purchase of the Receivable.

       6.     MISCELLANEOUS:

       a.     NOTICES. Except as otherwise provided, any notices or other
              communications required or permitted to be given pursuant to this
              Loan Agreement shall be in writing and shall be considered as
              properly given if mailed by first-class United States mail
              properly addressed, postage prepaid, registered or certified, with
              return receipt requested, or by prepaid telegram or by facsimile
              transmission if receipt is acknowledged by the addressee. Notice
              so mailed shall be effective upon the expiration of three business
              days after its deposit. Notice given in any other manner shall be
              effective only if and when received by the addressee. For purposes
              of notice, the address of each party shall be the address set
              forth above; provided, however, that each party shall have the
              right to change his respective address for notices hereunder to
              another location(s) within the continental United States by giving
              30 days' written notice to the other party in the manner set forth
              hereinabove.

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       b.     APPLICABLE LAW. This Agreement, and the obligations of the parties
              hereunder, shall be governed by and construed and enforced in
              accordance with the laws of the State of Texas and the substantive
              laws of the United States of America.

       c.     BINDING EFFECT. This Loan Agreement and the terms, provisions and
              conditions hereof, shall be binding upon and shall inure to the
              benefit of the parties, their respective legal representatives,
              heirs, successors and assigns; provided, however, that nothing
              contained herein shall negate or diminish the restrictions set
              forth in this Loan Agreement. This Agreement shall not be for the
              benefit of any third party who is not a signatory hereof or
              assignee by written instrument.

       d.     ENTIRE AGREEMENT. This Loan Agreement contains the entire
              agreement between the parties hereto relating to the subject
              matter hereof and all prior agreements relative hereto which are
              not contained herein are terminated, cancelled or superseded. THIS
              WRITTEN LOAN AGREEMENT AND ALL DOCUMENTS EXECUTED IN CONNECTION
              HEREWITH OR CONTEMPLATED HEREBY REPRESENT THE FINAL AGREEMENT
              BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
              PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
              PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
              PARTIES.

       e.     AMENDMENT. This Loan Agreement may be modified or changed, subject
              to the other provisions of this Loan Agreement, only by setting
              same forth in a written instrument executed by all parties. Any
              such amendments, variations, modifications or changes shall not be
              effective and binding upon the parties until such written
              instrument is executed by all parties hereto, or their
              successors-in-interest.

       f.     COUNTERPART ORIGINALS. This Loan Agreement may be executed in
              several counterparts, each of which shall be deemed in original,
              but all of which shall constitute one and the same instrument. In
              addition, this Loan Agreement may contain more than one
              counterpart of the Signature Page and this Loan Agreement may be
              executed by affixing the signatures of each of the parties to one
              of such counterpart Signature Pages; all of such counterpart
              Signature Pages shall be read as though one, and they shall have
              the same force and effect as though all signers had signed a
              single Signature Page.

       g.     SEVERABILITY. This Loan Agreement is intended to be performed in
              accordance with, and only to the extent permitted by, all
              applicable laws, ordinances, rules and regulations. If any
              provision of this Loan Agreement or the application thereof to any
              person or circumstances shall, for any reason and to any extent,
              be invalid or unenforceable, the remainder of this Loan Agreement
              and the application of such provision to the other persons or
              circumstances shall not be effected thereby, but rather shall be
              enforced to the greatest extent permitted by law.

       h.     TIME OF THE ESSENCE. Time is of the essence of this Loan
              Agreement.

       i.     WAIVER. Any waiver as to any of the terms or conditions of this
              Loan Agreement shall not operate as a future waiver of the same
              terms and conditions or prevent the future enforcement of any of
              the terms and conditions hereof.

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       j.     CAPTIONS. Captions and headings of sections, paragraphs of
              subparagraphs of this Loan Agreement are solely for the
              convenience of the parties and are not a part of this Loan
              Agreement, and shall not be used in the interpretation of
              determination of the conditions of this Loan Agreement or any
              provision hereof.

       k.     EXECUTION OF ADDITIONAL DOCUMENTS. The Loan will be evidenced by a
              Promissory Note in form satisfactory to Counsel for Lender,
              bearing usual clauses for default and attorneys fees. Each party
              hereto agrees to execute, within ten days after notice, such other
              documents, instruments or written evidence of conveyance or
              assignment as shall be reasonably required or appropriate to
              perfect or evidence any conveyance or assignment of any asset or
              instrument conveyed or assigned herein.

       l.     ATTORNEYS FEES. In the event of a dispute or breach or default
              hereunder, which result in the commencement or judicial litigation
              or commercial arbitration, the successful party shall be entitled
              to receive from the unsuccessful party, any and all reasonable
              attorneys fees, court costs and expenses incurred by the
              successful party.

              EXECUTED at Houston, Texas, this December 9, 1999.

BORROWER                                          LENDER

ClearWorks.net, Inc.                              Michael T. McClere

By:
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Name:
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Title:
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Date:
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