FIRST AMENDMENT TO LOAN AGREEMENT


     This  First  Amendment  To Loan Agreement ("Amendment") is made and entered
into  at  Maricopa  County,  Arizona, this 31, day of March 2000, by and between
YP.Net,  Inc.,  a  Nevada  corporation, formerly RIGL Corporation ("YP.NET") and
Joseph  and  Helen  Van  Sickle  (collectively  "Lender').

                                    RECITALS

     A.     On  or  about May 26, 1999, a certain Loan Agreement was executed by
the  parties  above named in connection with a loan of $2,000,000 made by Lender
to  YP.NET (then known as RIGL Corporation and whose name was changed to YP.Net,
Inc.  on  or  about  October  1,  1999)  which  loan  is  evidenced by a certain
Promissory  Note  and Stock Pledge Agreement executed concurrently with the Loan
Agreement  (collectively  "Package").

     B.     The  Package  is  still  in  full  force and effect according to the
respective  terms  and  conditions  therein  contained in each of said documents
making  up  the  Package.

     C.     The Promissory Note is now past due, no default has been declared by
Lender,  and  to prevent the declaration of default the parties desire to extend
the  time  of  payment  provided  for  in  said  Promissory  Note.

     D.     The  Security  Agreement  executed  concurrently  with  execution of
documents  comprising  the Package is also deemed to be in full force and effect
according  to  its  terms,  and specifically provides for "all extensions" to be
regarded  as  part  of  the  original  Promissory  Note.

     E.     The  Form  U CC-I filed and recorded as required by law in the State
of  Arizona remains in full force and effect and is deemed by the parties hereto
to  be  and  remain  a  first  priority lien against all of the assets of YP.NET
included  within  the  scope  of  Form  UCC-I  filed  of  record. To insure that
priority, revised UCC Form 1 and 2 in the form attached will be filed of record.

     F.     By  this Amendment, it is the intention of the parties to permit the
balance  of $1,400,000 yet remaining unpaid on the Promissory Note to be paid in
accordance  with this Amendment by extended installment payments, and the annual
interest  rate  to  be raised from 8% as stated in the Promissory Note to 10% on
the  remaining  unpaid  balance.

     G.     Other than for the provisions for extended payments and an increased
rate  of  annual  interest  provided  for in this Amendment, each and all of the
terms, conditions and provisions of all documents making up the Package, as well
as  the  Security Agreement and Form UCC-1 shall be and remain in full force and
effect,  without  amendment  thereto.


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<PAGE>
     In  consideration  of the mutual promises of the parties and other good and
valuable  consideration, the receipt and sufficiency of which is acknowledged by
the  parties  hereto,  it  is  agreed  as  follows:

            1.  Recitals.  Each and all of the Recitals above shall be deemed to
     be true and correct and are hereby incorporated as a part of this Agreement
     as though  set  forth  fully  herein.

            2. Payment  Schedule.

     a)     The principal balance of the Promissory Note is $1,400,000 as of the
            date hereof, and all interest accrued through January 24, 2000 has
            been paid in full.

     b)     The  principal  unpaid balance  shall  bear  interest at the rate of
            ten percent  (10%)  per annum,  default  interest  shall  remain 20%
            per  annum.

     c)     Concurrently  with  the execution of this Amendment YP.Net.lnc. will
            pay Lender the sum of $100,000 as    for the February 2000 principal
            payment, plus the  sum  of  $13,611.12  as and for accrued  interest
            through February 24, 2000.

      d)    YP.NET shall make payments to Lender  of  not  less than one hundred
            thousand   dollars  ($100,000)  plus  all  unpaid  accrued  interest
            per  month commencing  March 24,  2000,  and on the 24th day of each
            succeeding month, all principal  and  accrued interest to be paid in
            full on or before March 24, 2001.

       e)   YP.NET  agrees  to  execute  from  time  such  other  agreements or
            documents as shall  reasonably  be  requested  by  Lender  to  give
            effect to this Amendment.

     3.     Issuance  of  Certificates.  YP.NET  shall  cause  all  of  the RIGL
Corporation Common  Stock  share  Certificates  previously issued with the Stock
Pledge  Agreement  to  be  reissued  indicating  YP.Net,  Inc.  as  the  issuing
corporation, and the certificate for 1,000,000  Shares previously issued by RIGL
to Van Sickle shall also be replaced by  a YP.Net.lnc.  certificate.

     4.     No  Compromise of Position. Nothing herein contained shall be deemed
by  the  parties hereto to compromise or adversely affect the Lender's rights to
enforce  any of the documents making up the Package or the Security Agreement or
Financing  Statement  hereto executed by YP.NET, except as specifically provided
for  in this Amendment relating to the Promissory Note maturity date and rate of
interest.

     5.     Signatures.  Angelo  Tullo,  the Chairman of the Board of YP.NET and
DeVal  Johnson,  corporate  Secretary of YP.NET, have been authorized to execute
this  Amendment  on  behalf  of  YP.NET.

     The  parties hereto have executed this Agreement as of the date first above
written.


                                   Page 2 of 3
<PAGE>

                                           YP.NET,  INC.

                                         By:  /s/  Angelo Tullo Chairman
                                            ---------------------------------
                                              Angelo Tullo
                                              Chairman of the Board of Directors


                                         By:  /s/  DeVal Johnson Secretary
                                            ---------------------------------
                                                DeVal Johnson Secretary


                                                 Lender

                                                /s/ Joseph  Van  Sickle
                                                 ----------------------------
                                                 Joseph  Van  Sickle

                                                /s/ Helen  Van  Sickle
                                                 ----------------------------
                                                 Helen  Van  Sickle


                                   Page 3 of 3
<PAGE>
                                 LOAN AGREEMENT

     THIS  LOAN  AGREEMENT  ("Agreement")  is entered into as of the 25th day of
May,  1999  by  and between RIGL CORPORATION, a Nevada corporation ("Borrower"),
and  JOSEPH  and  HELEN  VAN  SICKLE ("Lender"), with reference to the following
facts:

                                   WITNESSETH:

     WHEREAS,  Borrower desires to borrow $2,000,000 from Lender for purposes of
Financing  the acquisition of Telco Billing, Inc., a Nevada corporation ("TBI").

     WHEREAS,  Lender  desires to make such loan to Borrower under the terms and
conditions  specified  in  this  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the foregoing facts and the mutual
covenants  contained  herein,  Borrower  and  Lender  hereby  agree  as follows:

                              ARTICLE I - THE LOAN

1.1  The Loan. Lender hereby agrees to make, and Borrower hereby agrees to
     ---------
     accept,  a loan of $2,000,000  (the "Loan") under the terms and  conditions
     set forth in this  Agreement  and in certain  documents  to be executed and
     delivered by Borrower hereunder. The proceeds of the Loan are to be used by
     Borrower to finance the  acquisition  of TBI which is scheduled for closing
     on June 1, 1999.

1.2  Note.  The  Loan  shall  be  evidenced  by  a  Promissory Note of even date
     ----
     herewith in the amount of the Loan (the  "Note").  Payment of the Loan will
     be secured by a Stock Pledge  Agreement (the "Stock Pledge") from Borrower,
     as Pledgor,  and Lender, as Pledgee,  which will constitute a priority lien
     on the Pledged Collateral, as defined in the Stock Pledge.

1.3  Maturity.  The  outstanding  balance  of  the Loan, plus accrued and unpaid
     --------
     interest  thereon,  shall be due and  payable  on the date which is six (6)
     months after the date of this Agreement (the "Maturity Date").

1.4  Place of Payments.  All  payments,  whether of principal, interest or other
     -----------------
     amounts,  to be made by Borrower to Lender hereunder shall be paid prior to
     11:00 a.m.  (Eastern Standard Time) on the date upon which payment it to be
     made,  in lawful  money of the United  States of America,  to Lender at 664
     Ocean Road, Vero Beach,  Florida 32963, or at such other place as from time
     to time may be designated  by Lender.  If the day upon which any payment is
     to be made is not a business  day in the City of Vero Beach,  such  payment
     shall be made on the next  succeeding  business  day and such  extension of
     time shall be included  in  computing  any  interest  with  respect to such
     payment.


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<PAGE>
1.5  Prepayment.  Borrower  may  make prepayments of principal under the Note at
     ----------
     any  time,  or from  time to time,  in whole  or in part,  without  penalty
     provided that all previously  matured interest and other charges accrued to
     the date of prepayment are also paid in full.  Notwithstanding  any partial
     prepayments of principal under the Note,  there will be no extension in the
     Maturity Date or decrease in the amount of the scheduled payments due under
     the Note,  unless Lender,  in its sole and absolute  discretion,  agrees in
     writing to such change.

1.6  Loan  Fee.  Borrower  agrees  to  pay  Lender  a  loan  fee  of  1,000,000
     ---------
     restricted  shares of RIGL  Corporation  Common  Stock upon the  receipt of
     funds by Borrower  (the "Loan Fee").  Such shares shall be free of any lien
     or encumbrances, fully paid and non-accessible.

1.7  Past  Due Principal and Interest.  Any  amount  of principal or interest on
     --------------------------------
     the Loan or any fee or expense or other amount  payable  hereunder or under
     the Note,  the Stock Pledge or any other Loan  Documents  which is not paid
     when due shall, to the extent permitted by law, bear interest from such due
     date until paid at the rate of Twenty Percent (20%) per annum (the "Default
     Rate"),  which interest shall be immediately due and payable.  In addition,
     the Loan  shall  bear  interest  at the  Default  Rate at any time upon and
     during the continuance of any Event of Default.

1.8  Acceleration  Upon  Default.  Upon  the  occurrence  of an Event of Default
     ---------------------------
     hereunder,  under the  Note,  the  Stock  Pledge  or any of the other  Loan
     Documents,  the  holder  of the Note or any  part  thereof  shall  have the
     option,  without  demand or notice,  of  declaring  the  principal  balance
     thereof and the interest accrued thereon to be immediately due and payable.

1.9  Late  Payment  Charge.  Borrower  agrees  that  it  would  be  extremely
     ---------------------
     difficult  and  impractical  to ascertain  Lender's  actual  damages if any
     installment  of  principal  or  interest  is not paid when due.  Therefore,
     Borrower  agrees to pay  immediately to Lender in each such event an amount
     equal to five percent (5%) of such late  installment.  Borrower agrees that
     under the circumstances existing as of the date this Agreement is executed,
     such late charge  represents  a reasonable  estimate of the  administrative
     costs  and  expenses  which  Lender  will  incur as a result  of such  late
     payment.  The  provisions of this paragraph are intended to govern only the
     determination of damages in the event of a breach in the performance of the
     obligation of Borrower to make timely  payments  hereunder.  Nothing herein
     shall be construed as an express or implied  agreement by Lender to forbear
     in the collection of any delinquent  payment, or be construed as in any way
     giving  Borrower  the right,  express or  implied,  to fail to make  timely
     payments hereunder,  whether upon payment of such damages or otherwise. The
     right of Lender to receive  payment of such  liquidated and actual damages,
     and receipt thereof are without prejudice to the right of Lender to collect
     such  delinquent  payments  and  any  other  amounts  provided  to be  paid
     hereunder or under any security for the Note, shall not constitute a waiver
     of any default by Borrower,  and shall not in any way  prejudice or prevent
     Lender from  enforcing or exercising  any or all of its rights and remedies
     against Borrower or any other party.


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<PAGE>
1.10 No Deductions.  All  payments  of  principal and interest on the Loan shall
     -------------
     be made  without the right of set-off and without  deduction of any present
     and  future  taxes,  levies,  duties,  imposts,   deductions,   charges  or
     withholdings  imposed by any  existing  or future  law,  rule,  regulation,
     treaty,  directive or  requirement  whether or not having the force of law,
     which  amounts  shall be paid by  Borrower.  Borrower  will pay the amounts
     necessary such that the gross amount of the principal and interest received
     by Lender is not less than that required by this  Agreement.  All stamp and
     documentary  taxes  shall  be paid by  Borrower.  If,  notwithstanding  the
     foregoing,  Lender pays such taxes,  Borrower will reimburse Lender for the
     amount  paid,  as  additional  interest,  within  five (5) days of Lender's
     demand for payment.  Borrower will furnish Lender  official tax receipts or
     other evidence of payment of all such amounts.

                       ARTICLE 2- INTEREST RATE PROVISIONS

2.1  Interest  Rate.  Borrower  shall  pay  interest  on  the Loan at a rate per
     --------------
     annum equal to Eight Percent (8%).  Interest  shall accrue daily,  shall be
     calculated  based upon a 360 day year (which  will result in more  interest
     accruing than if interest accrued on the basis of a 365 day year) and shall
     be payable monthly, in arrears together with payments of principal, subject
     to and in accordance with the terms, covenants and provisions of the Note.

2.2  Savings  Clause.  If  for  any circumstances whatsoever, interest hereunder
     ---------------
     would  otherwise be payable to Lender at a rate in excess of that permitted
     under applicable law, then, the interest payable to Lender shall be reduced
     to the  maximum  amount  permitted  under  applicable  law,  and if for any
     circumstance Lender shall ever receive anything of value deemed interest by
     applicable  law which would exceed  interest at the highest lawful rate, an
     amount equal to any excessive interest shall be applied to the reduction of
     the principal amount owing under the Note, and the obligations  owing under
     this  Loan  Agreement  and  the  Stock  Pledge  and not to the  payment  of
     interest,  or if such  excessive  interest  exceeds  the unpaid  balance of
     principal of the Note and the  obligations  owing under this Loan Agreement
     and the Stock Pledge, such excess shall be refunded to Borrower.  All fees,
     charges,  goods,  things in  action  or any  other  sums or things of value
     (collectively,  referred  to as the  "Additional  Sums") paid or payable by
     Borrower,  whether  pursuant to the Note,  this Loan Agreement or the Stock
     Pledge or any other  document or  instrument  in any way  pertaining to the
     Loan  which,  under  the laws of the State of  Arizona  may be deemed to be
     interest with respect to the Loan shall, for the purpose of any laws of the
     State of  Arizona  which may limit the  maximum  amount of  interest  to be
     charged with  respect to the Loan,  be payable by Borrower as, and shall be
     deemed to be, additional  interest,  and for such purposes only, the agreed
     upon and contracted for rate of interest shall be deemed to be increased by
     the Additional Sums.


                                    Page -3-
<PAGE>
              ARTICLE 3- REPRESENTATIONS AND WARRANTIES OF BORROWER

     Borrower  hereby  represents  and  warrants  to  Lender  as  follows, which
representations will remain effective until payment in full of all amounts owing
under  the  Loan:

3.1  Organization:  Existence.  Borrower  is  a  corporation,  duly  organized,
     ------------------------
     validly  existing  and in good  standing  under  the  laws of the  State of
     Nevada.

3.2  Authority.  Borrower  has the power  and  authority  to execute and deliver
     ---------
     this  Agreement,  the Note,  the Stock Pledge and all other  documents  and
     instruments  required  hereunder  to be executed by Borrower  and to comply
     with the terms hereof and  thereof.  All of such  documents  have been duly
     authorized,  executed and delivered by Borrower and  constitute  the legal,
     valid and binding obligations of Borrower,  enforceable against Borrower in
     accordance with their respective terms.

3.3  Loan  Fee.  Borrower  has,  and  will  have,  the authority to -deliver the
     ---------
     Loan Fee upon the Closing.

3.4  Pledged Collateral.  Borrower  has,  and will have, the authority to pledge
     ------------------
     the Pledged  Collateral,  free of any liens and  encumbrances.  The Pledged
     Collateral shall be fully paid and non-accessible upon the Closing.

3.5  No  Violation.  To  the  best  of  its  knowledge  after  diligent inquiry,
     -------------
     Borrower is not in violation of any  agreement or instrument to which it is
     a party or to which any of its property is subject or of any statute, rule,
     regulation,  judgment,  decree,  order,  franchise or permit  applicable to
     Borrower. Neither the entry into nor the performance of this Agreement, the
     Note,  the Stock  Pledge  or any  other  instrument  executed  by  Borrower
     pursuant  hereto  or  thereto  will  result in any  violation  of, or be in
     conflict with, or result in the creation of any lien or encumbrance  (other
     than those  contemplated  in this  Agreement) upon any of the properties or
     assets  of  Borrower  pursuant  to, or  constitute  a  default  under,  any
     indenture,  contract, agreement, or instrument to which Borrower is a party
     or to which any of its property is subject or constitute a violation of any
     permit, judgment,  decree, order, statute, rule or regulation applicable to
     Borrower.

3.6  Actions.  There  is  no  action,  proceeding  or  investigation  pending or
     -------
     threatened (or any basis therefor) which questions, directly or indirectly,
     the  validity of this  Agreement,  the Note,  the Stock Pledge or any other
     document pertaining to the Loan or any action taken or to be taken pursuant
     hereto or thereto, or which affects Borrower or the Pledged Collateral.

3.7  Statements.  Neither  this  Agreement,  nor  any  document,  certificate or
     ----------
     statement  furnished to Lender in connection with the Loan, Borrower or the
     Pledged  Collateral,  whether  or not  referred  to  herein,  contains  any
     material misrepresentation or omits to state a material fact.


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<PAGE>
3.8  Governmental  Regulations.  Borrower  is  not  subject  to regulation under
     -------------------------
     the  Investment  Company  Act of 1940,  the Federal  Power Act,  the Public
     Utility  Holding  Company Act of 1935, the  Interstate  Commerce Act or any
     federal  or state  statute  or  regulation  limiting  its  ability to incur
     indebtedness for money borrowed.

3.9  Securities  Activities.  Borrower  is  not  engaged  principally  or
     ----------------------
     significantly  in the  business  of  extending  credit  for the  purpose of
     purchasing  or carrying any "Margin  Stock" (as defined in  Regulation U of
     the Board of Governors of the Federal Reserve System in effect from time to
     time)  and  not  more  than  twenty-five  percent  (25%)  of the  value  of
     Borrower's assets consists of such Margin Stock. No part of the proceeds of
     the Loan  will be used to  purchase  or carry any  Margin  Stock or for any
     other  purpose that violates the  provisions  of  Regulations U or X of the
     Board of Governors of the Federal Reserve System.

                   ARTICLE 4- CONDITIONS PRECEDENT TO THE LOAN

     Lender's  obligation to make the Loan to Borrower is conditioned  upon each
Of the following occurring prior to May 25, 1999 (the "Closing"):

4.1  Loan Documents. Borrower shall have executed and delivered to Lender the
     --------------
     Note, the Stock Pledge and this Agreement.  The documents described in this
     Section 4.1 together  with the other  documents  executed and delivered for
     the benefit of Lender in  connection  with the Loan,  are herein called the
     "Loan Documents."

4.2  Authorizing  Documents.  Borrower  shall  have  delivered  to Lender and
     ----------------------
     Lender  shall  have  approved  copies  of all  necessary  actions  taken by
     Borrower to authorize the execution,  delivery and  performance by Borrower
     of this Agreement, the Note, the Stock Pledge and all other Loan Documents.

4.3  Compliance  With  Loan  Documents.  All  of  the  representations  and
     ---------------------------------
     warranties  of Borrower in Article 3 above shall be true and  correct,  and
     Borrower shall be in compliance with all applicable  covenants set forth in
     Article 6 below.  All documents  and materials  required by Lender shall be
     satisfactory in form and substance to Lender and its counsel.

                             ARTICLE 5- DISBURSEMENT

5.1  Disbursement.  Upon  compliance  by  Borrower  with all of the terms and
     ------------
     conditions of this Agreement,  and so long as no Event of Default, or event
     has  occurred or state of facts exist which with notice or lapse of time or
     both, would become an Event of Default, Lender will advance the proceeds of
     the Loan upon the Closing in accordance with wiring  instructions  provided
     by Borrower.

5.2  Conditions  Solely for the Benefit of Lender.  All  conditions  of Lender's
     --------------------------------------------
     obligation  to make the Loan are  solely for the  benefit  of  Lender,  its
     successors and assigns. No other person  shall  have  standing  to  require
     satisfaction of any condition,  and no  other  person  shall  be  deemed  a
     beneficiary of any condition or have any right to rely on any determination
     made by  Lender, any and all of  which  may be freely waived in whole or in
     part by Lender in Lender's sole discretion.


                                    Page -5-
<PAGE>
                        ARTICLE 6- COVENANTS OF BORROWER

     In addition to the covenants  contained  elsewhere in this Agreement and in
the other Loan Documents, Borrower agrees as follows:

6.1  Inspection:  Books  and  Records.  Borrower  shall  keep,  at its principal
     --------------------------------
     place  of  business,  the  records,  books  of  accounting  and  all  other
     documents,  reports and papers relating to the Pledged Collateral.  Lender,
     or any agent of Lender,  shall be  entitled,  at any  reasonable  time,  to
     inspect all records  relating  thereto,  and the books and other  financial
     records of Borrower and Borrower shall  cooperate with Lender or such agent
     in enabling  Lender to accomplish such inspection and permit Lender or such
     agent to make  such  copies  as Lender  or such  agent  may  request.  This
     authority is for Lender's protection only and Lender shall not be deemed to
     have assumed any  responsibility to Borrower or any third party as a result
     of any such action.

6.2  Title  Exceptions.  Borrower  shall  not  create any  liens or encumbrances
     -----------------
     upon the Pledged Collateral without the prior written consent of Lender.

6.3  Lenders Expenses.  Subject to  the further  provisions of this Section 6.3,
     ---------------
     Borrower shall pay all reasonable expenses,  if any, directly or indirectly
     incurred in connection with the Loan and its documentation and closing (the
     "Loan Costs").  Notwithstanding the foregoing,  Borrower's liability to pay
     the Loan Costs shall not exceed $2,000.

6.4  Further  Assurances.  Borrower  will,  at  the  request of Lender, execute,
     -------------------
     deliver and furnish such  documents  or take such further  action as Lender
     may deem necessary or desirable to evidence the Loan,  perfect the security
     therefor,  or otherwise carry out the terms of the Agreement and any of the
     other documents delivered to Lender in connection herewith.

6.5  No  Further  Liens.  All  common  stock subject to the lien of the security
     ------------------
     interest  granted to Lender in the Stock  Pledge shall be fully paid for by
     Borrower and no security interest,  lien or other  encumbrance,  other than
     that granted to Lender shall exist thereon.

6.6  Removal  of  Liens.  If  at  any  time  an  encumbrance,  lien or charge is
     ------------------
     placed or claimed upon the Pledged  Collateral,  Borrower shall satisfy and
     remove  such  encumbrance,  lien or charge by  bonding  or by other  method
     satisfactory  to Lender.  In addition to all other  rights and  remedies of
     Lender referred to in this Agreement,  if such encumbrance,  lien or charge
     is not removed within thirty (30) days, Lender, at its sole discretion, may
     pay off the same and Borrower shall  reimburse  Lender within five (5) days
     of Lender's demand for payment.


                                    Page -6-
<PAGE>
6.7  No  Transfer or Further Encumbrance.  So  long  as any amount or obligation
     -----------------------------------
     is  outstanding  by  Borrower  to Lender  under any of the Loan  Documents,
     Borrower will not, without the prior written consent of Lender:

     a.   Further  Encumbrance.  Create,  incur,  assume,  permit or suffer to
          --------------------
          exist,  after  knowledge  of  the  existence  thereof,  pledge,  lien,
          hypothecation,  charge (fixed or floating), security interest or other
          encumbrance   whatsoever   on  the  Pledged   Collateral   except  the
          encumbrance created by and permitted by the Stock Pledge; or

     b.   Transfer  of  Property.  Sell,  convey,  or  otherwise  transfer  the
          ----------------------
          Pledged  Collateral or any portion  thereof  without the prior written
          consent of Lender.

                        ARTICLE  7-  DEFAULTS  BY  BORROWER

7.1  Defaults by Borrower.  The  occurrence  of any one or more of the following
     --------------------
     shall  constitute  an  "Event  of  Default":

     a.   Failure to make any payment when due in  accordance  with the terms of
          the Note, the Stock Pledge,  this Loan Agreement or any other document
          executed  in  connection  with the Note,  which  failure  is not cured
          within  five (5) days  after  written  notice  thereof  by  Lender  to
          Borrower;

     b.   Failure to perform any of the other terms, covenants and conditions in
          the  Note,  the  Stock  Pledge,  this  Loan  Agreement  or  any  other
          instrument now or hereafter  constituting  additional security for the
          Loan and after expiration often (10) days from the giving of notice of
          such failure by Lender to Borrower  without  such failure  having been
          cured,  unless such failure is of a nature which cannot  reasonably be
          cured  within  ten (10)  days  (which  determination  shall be made by
          Lender  in its  sole  discretion),  in which  event,  the  failure  to
          immediately  commence to. cure such failure and thereafter  diligently
          pursue such cure to completion  within a reasonable period of time not
          to exceed,  however,  twenty (20) days after written notice thereof by
          Lender to  Borrower,  it being  understood  and agreed that Lender may
          undertake any action  permitted under this Loan Agreement or the Stock
          Pledge,  during the foregoing  cure period if such action is deemed to
          be  reasonably  necessary  to protect or  preserve  any portion of the
          Pledged Collateral;  provided, however, that no notice and opportunity
          to cure any such failure  shall be required if in the sole  discretion
          of Lender the failure is of a nature which cannot be cured;

     c.   Breach  of any  warranties  or  representations  made by  Borrower  to
          Lender,  including  without  limitation,   those  representations  and
          warranties  contained  herein or in the Stock Pledge,  which breach is
          not  cured  within  ten (10)  days  from the  giving of notice of such
          breach by Lender to Borrower,  unless such breach is of a nature which
          cannot  reasonably be cured within ten (10) days (which  determination
          shall be made by Lender in its sole  discretion),  in which event, the


                                    Page -7-
<PAGE>
          failure by Borrower  to  immediately  commence to cure such breach and
          thereafter  diligently  pursue  such  cure  to  completion  within  a
          reasonable  period  of  time not to exceed,  however, twenty (20) days
          after  written  notice  thereof  by  Lender  to  Borrower,  it  begin
          understood  that Lender may undertake any action  permitted under this
          Loan Agreement or the Stock Pledge,  during the foregoing  cure period
          if such action is deemed to be  reasonably  necessary  to  protect  or
          preserve  any portion of the Pledged  Collateral;  provided,  however,
          that  no  notice  and  opportunity  to  cure  any such breach shall be
          required  if,  in  the sole  discretion of Lender, the failure is of a
          nature which cannot be cured;

     d.   Institution  of  foreclosure  or  other  proceedings  to  enforce  any
          subordinate security interest or other lien or encumbrance of any kind
          upon the Pledged Collateral or any portion thereof,

     e.   The occurrence of any of the events  described  in Section 6.7 without
          Borrower obtaining the prior written consent of Lender;

     f.   The  occurrence  of an Event of  Default  under  the  Note,  the Stock
          Pledge,  this  Loan Agreement or any other agreement given by Borrower
          to Lender for the purpose  of  further  securing  any  indebtedness or
          obligation secured by the Stock Pledge; or

     g.   Should Borrower or any successors or assigns thereof:

          i.   File a petition under any chapter of the Federal  Bankruptcy Code
               or any similar  law,  state of federal,  whether now or hereafter
               existing; or

          ii.  In any involuntary  bankruptcy  action commenced  against it: (1)
               file an answer  admitting  that it is  generally  not  paying its
               debts as such debts become due, (2) fail to obtain a dismissal of
               such action within forty-five (45) days of its commencement,  (3)
               convert the action  from one  chapter of the  Federal  Bankruptcy
               Code to another chapter of the Federal Bankruptcy Code, or (4) be
               the subject of an order for relief in such bankruptcy action; or

          iii. Have a  "custodian",  as that  term  is  defined  in the  Federal
               Bankruptcy   Code, appointed for  it,  or  have  any  court  take
               jurisdiction of its property,  or substantially  all thereof,  in
               any  voluntary  proceeding  for the  purpose  of  reorganization,
               arrangement, dissolution, or liquidation, if such custodian shall
               not  be  discharged  or  if  such   jurisdiction   shall  not  be
               relinquished,  vacated or stayed on appeal with  forty-five  (45)
               days of the appointment; or

          iv.  Make an assignment for the benefit of its creditors; or


                                    Page -8-
<PAGE>
          v.   Consent  to the  appointment  of a  "custodian",  as that term is
               defined in the Federal Bankruptcy Code, of all of its property or
               substantially all thereof.

7.2  Remedies.  Upon  the occurrence of any Event of Default, Lender shall be
     --------
     entitled to declare the Note  immediately  due and payable and exercise all
     other  remedies  provided  to Lender  under  the Stock  Pledge or any other
     document  or  assignment  evidencing  or  securing  the  Loan or  otherwise
     available  at law, in equity,  by statute or set forth  herein,  including,
     without  limitation,  the appointment of a receiver or the institution of a
     suit in equity or other appropriate proceedings for specific performance or
     an  injunction  against a  violation  of this Loan  Agreement  or the Stock
     Pledge. All such remedies shall be cumulative and the election of one shall
     not be exclusive of any other remedy.

                       ARTICLE 8- MISCELLANEOUS PROVISIONS

8.1  Notice.  Any  notice  given  hereunder  shall  be  given  in  the manner
     ------
     prescribed in the Stock Pledge.

8.2  No  Assignment.  Borrower  shall  not  assign  any of its rights under this
     --------------
     Agreement  without the prior  written  consent of Lender and any  purported
     assignment in violation of this Section  without such prior written consent
     shall be void.

8.3  Time.  Time  is  of  the  essence  hereunder.
     ----

8.4  Headings.  The  captions  and  headings  of  various  sections  of  this
     --------
     Agreement are for convenience only and are not to be considered as defining
     and limiting in any way the scope or intent of the provisions hereof.

8.5  Successors.  This  Agreement  shall  be binding upon and shall inure to the
     ----------
     benefit of all successors and permitted assigns of the parties.

8.6  No Partnership:  Indemnity.  Lender  shall not be deemed to be a partner or
     --------------------------
     joint  venturer  with  Borrower in  connection  with the Loan or any action
     taken  under this  Agreement  and  Borrower  shall  indemnify,  hold Lender
     harmless and defend  Lender for,  from and against any and all loss,  cost,
     damage, expense or liability, including reasonable attorneys' fees, arising
     out of or resulting from their relationship. The provisions of this Section
     shall survive the repayment of the Loan.

8.7  Effectiveness.  This  Agreement  shall continue in full force and effect so
     -------------
     long as Borrower  remains  obligated  to Lender under this  Agreement,  the
     Note, the Stock Pledge or the other Loan Documents.

8.8  No  Waiver.  No  failure  on  Lender's  part  at  any  time  to require the
     ----------
     performance  by  Borrower  of any term of this  Agreement  shall in any way
     affect Lender's rights to subsequently  enforce  such  term,  nor shall any


                                    Page -9-
<PAGE>
     omission  on  Lender's  part to notify  Borrower  of any event  which  with
     notice or the  passage of time or both would constitute an Event of Default
     be construed as a waiver of such Event of Default or any right or remedy of
     Lender, nor shall any waiver by Lender of any term hereof  be taken or held
     to be a  waiver  of any  other  term hereof.

8.9  Governing  Law.  This  Agreement  shall  be  interpreted and enforced under
     --------------
     the  laws of the  State  of  Arizona.  Borrower  consents  to the  personal
     jurisdiction of the appropriate  state or federal court located in Phoenix,
     Arizona.

8.10 Waiver  of Right to Trial by Jury.  To  facilitate  each  party's desire to
     ----------------------------------
     resolve disputes in an efficient and economical manner,  each party to this
     Agreement  hereby expressly waives any right to trial by jury of any claim,
     demand,  action or cause of action (i) arising under this  Agreement or any
     other Loan Document, or (ii) in any connected with or related or incidental
     to the  dealings of the parties  hereto or any of them with respect to this
     Agreement or any other Loan Document,  or the transactions  related -hereto
     or thereto,  in each case whether now existing or  hereafter  arising,  and
     whether arising in contract or tort or otherwise.  Each party hereby agrees
     and consents that any such claim,  demand,  action or cause of action shall
     be  decided  by court  trial  without  a jury,  and that any  party to this
     Agreement may file an original  counterpart  or a copy of this Section with
     any court as written  evidence of the consent of the parties  hereto to the
     waiver of their right to trial by jury.

8.11 Complete Agreement.  The  parties  hereto  hereby represent and acknowledge
     ------------------
     that the Loan  Documents  are fully  integrated  and contain  the  complete
     understanding  and  agreements  of the parties with respect to the Loan and
     all matters relative  thereto and accurately  reflect the intentions of the
     parties.  All prior  agreements,  negotiations,  drafts and other extrinsic
     communications   relating  thereto  have  been  incorporated  into  or  are
     superseded  by  the  terms  of the  Loan  Documents  and  have  no  further
     significance or evidentiary effect.

8.12 Counterparts.  This  Agreement  may  be  executed  in  one  or  more
     ------------
     counterparts,  each of which  together  shall  constitute  one and the same
     instrument.

8.13 Attorneys'  Fees.  In the event that an attorney be employed or expense
     ----------------
     be  incurred  to compel  payment of the Loan or any  portion  thereof or in
     connection  with any default  hereunder or under the Note or Stock  Pledge,
     whether or not any action or  proceeding  is commenced by Lender,  Borrower
     promises to pay all such expenses and  attorneys'  fees,  including but not
     limited to, attorneys' fees incurred in any bankruptcy (including,  without
     limitation, any action for relief from the automatic stay of any bankruptcy
     proceeding) or judicial or nonjudicial foreclosure proceedings.



                                    Page -10-
<PAGE>
8.14 Interpretation.  In  this  Agreement  and  the  other  Loan  Documents,
     --------------
     whenever  the  context so  requires,  the  masculine  gender  includes  the
     feminine  and/or  neuter  and  the  neuter  includes  the  feminine  and/or
     masculine and the singular number includes the plural.  In  this  Agreement
     and the other Loan Documents, the use of the word "or" is not exclusive and
     the use of the word "including" shall not be deemed to limit the generality
     of  the  term  or  clause  to  which  it  has  reference,  whether  or  not
     non-limiting language (such as "without limitation" or "but not limited to"
     or words of similar impact) is used with reference thereto.

     IN  WITNESS  WHEREOF, Borrower and Lender have executed this Loan Agreement
as of the  date  first  above  written.

                                                  BORROWER:

                                                  RIGL  CORPORATION,  a  Nevada
                                                  corporation

                                                  By:  /s/  Kevin Jones
                                                     ---------------------------
                                                       Kevin Jones

                                                  Its: President

                                                  LENDER



                                                  /s/  Joseph  Van  Sickle
                                                  ------------------------------
                                                       Joseph  Van  Sickle



                                                  /s/  Helen  Van  Sickle
                                                  ------------------------------
                                                       Helen  Van  Sickle


                                    Page -11-
<PAGE>
                             STOCK PLEDGE AGREEMENT

     This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of May 25th, 1999,
by  and  between RIGL CORPORATION, a Nevada corporation having an office at 4840
E.  Jasmine  Street,  Suite 105, Mesa, Arizona 85205 (the "Pledgor"), and JOSEPH
and  HELEN VAN SICKLE whose address is 664 Ocean Road, Vero Beach, Florida 32963
("Pledgee").

                                   WITNESSETH:

     WHEREAS,  the  Pledgor  is the record and beneficial owner of the shares of
common  stock  (the  "Pledged Shares") of RIGL Corporation, a Nevada corporation
publicly  traded  on  the  OTC  Bulletin  Board under the Trading Symbol "RIGN",
described  in  Schedule  1  hereto;  and

     WHEREAS,  the Pledgor and Pledgee have entered into a Loan Agreement, dated
as of even date herewith, (as at any time amended, modified or supplemented, the
"Loan  Agreement"),  pursuant to which Pledgee has made or agreed to make a loan
to  Pledgor  in  the  amount  of  $2,000,000;  and

     WHEREAS,  as a condition precedent to the making of the loan under the Loan
Agreement  and  as  security for all of the obligations of the Pledgor under the
Loan  Agreement,  Pledgee  has required that the Pledgor shall have executed and
delivered  this  Stock  Pledge  Agreement  and  granted  the  security  interest
contemplated  hereby;  and

     NOW,  THEREFORE,  in  consideration  of the premises and in order to induce
Pledgee  to  make  the  loan  under the Loan Agreement, it is agreed as follows:

1.   Definitions.  Capitalized  terms  used in this Stock Pledge Agreement shall
     -----------
     have (unless otherwise  provided  elsewhere in this Stock Pledge Agreement)
     the following respective meanings when used herein.

     "Agreement"  shall  mean  this  Stock  Pledge   Agreement,   including  all
     amendments,  modifications and supplements and any exhibits or schedules to
     any of the  foregoing,  as the  same  may be in  effect  at the  time  such
     reference becomes operative.

     "Bankruptcy  Code" shall mean Title 11, United States Code, as amended from
     time to time, and any successor statute thereto.

     "Event of Default" shall have the meaning assigned to such term in the Loan
     Agreement.

     "Pledged  Collateral"  shall  have the  meaning  assigned  to such  term in
     Section 2 hereof.


                                     Page 1
<PAGE>
     "Secured  Indebtedness"  shall mean all liabilities and obligations  under,
     and as  defined  in' the Loan  Agreement,  of  Pledgor  to  Pledgee  or any
     assignees, indorsee or transferee of Pledgee.

     Capitalized terms used herein which are defined in the Loan Agreement shall
have the meanings  assigned to such terms therein,  unless the context otherwise
requires or unless otherwise defined herein.

2.   Pledge.  The  Pledgor  hereby  pledges  to  Pledgee and grants to Pledgee a
     ------
     first priority security interest in the Pledged Shares and the certificates
     representing the Pledged Shares, and all dividends,  cash,  instruments and
     other  property  or  proceeds  from time to time  received,  receivable  or
     otherwise  distributed  in respect of or in exchange  for any or all of the
     Pledged Shares (the "Pledged Collateral").

3.   Security  for  Obligations.  This  Agreement  secures,  and  the  Pledged
     --------------------------
     Collateral is security for the prompt payment in full when due,  whether at
     stated  maturity,  by  acceleration  or otherwise,  and  performance of the
     Secured Indebtedness.

4.   Delivery  of  Pledged  Collateral.  All  certificates  representing  or
     ---------------------------------
     evidencing  the  Pledged  Shares  shall be  delivered  to and held by or on
     behalf of Pledgee pursuant hereto and shall be accompanied by duly executed
     instruments  of transfer or assignment in blank,  all in form and substance
     satisfactory  to  Pledgee.  From and  after the  occurrence  of an Event of
     Default,  Pledgee shall have the right,  at any time in its  discretion and
     without notice to the Pledgor, to transfer to or to register in the name of
     Pledgee  or any of its  nominees  any  or  all of the  Pledged  Shares.  In
     addition, Pledgee shall have the right at any time to exchange certificates
     or instruments  representing or evidencing  Pledged Shares for certificates
     or instruments of smaller or larger denominations.

5.   Representations  and  Warranties.  The Pledgor represents and warrants to
     --------------------------------
     Pledgee  that:

     a.   As of the date hereof,  the Pledgor is, and at the time of delivery of
          the  Pledged  Shares to Pledgee  pursuant to Section 4 hereof will be,
          the sole holder of record and the sole beneficial owner of the Pledged
          Collateral  free and clear of any lien thereon or affecting  the title
          thereto except for the lien created by this Agreement;

     b.   All of the Pledged  Shares have been duly  authorized,  validly issued
          and are fully paid and non-assessable;

     c.   The Pledgor has the right and requisite corporate authority to pledge,
          assign, transfer, deliver, deposit and set over the Pledged Collateral
          to Pledgee as provided herein;


                                     Page 2
<PAGE>
     d.   None of the Pledged Shares has been issued or transferred in violation
          of the securities registration,  securities disclosure or similar laws
          of any  jurisdiction to which such issuance or transfer may be subject
          (except that no  representation is made hereunder as to transfers made
          by Pledgor);

     e.   No consent,  approval,  authorization  or other order of any person or
          entity is required for the execution and delivery of this Agreement or
          the delivery of the Pledged  Collateral to Pledgee as provided  herein
          which has not been obtained;

     f.   The pledge, assignment and delivery of the Pledged Collateral pursuant
          to this  Agreement  will create a valid first  priority  lien on and a
          first priority perfected security interest in the Pledged  Collateral,
          and  the  proceeds  thereof,  securing  the  payment  of  the  Secured
          Indebtedness;

     g.   This Agreement has been duly authorized, executed and delivered by the
          Pledgor and constitutes a legal,  valid and binding  obligation 6f the
          Pledgor   enforceable  in  accordance   with  its  terms,   except  as
          enforceability  may be limited  by  bankruptcy,  insolvency,  or other
          similar laws  affecting  the rights of  creditors  generally or by the
          application of general equity principles; and

     The  representations  and  warranties  set  forth  in  this Section 5 shall
survive  the  execution  and  delivery  of  this  Agreement.

6.   Covenants.  The  Pledgor  covenants  and  agrees that until the Termination
     ---------
     Date:

     a.   Without  the  prior  written  consent  of  Pledgee,  it will not sell,
          assign,  transfer,  pledge, or otherwise encumber any of its rights in
          or to  the  Pledged  Collateral  or  any  unpaid  dividends  or  other
          distributions  or payments with respect thereto or grant a lien in any
          therein except as otherwise permitted by the Loan Agreement;

     b.   The Pledgor will, at its expense,  promptly  execute,  acknowledge and
          deliver all such  instruments and take all such action as Pledgee from
          time to time may request in order to ensure to Pledgee the benefits of
          the liens in and to the Pledged  Collateral  intended to be created by
          this Agreement; and

     c.   The Pledgor  has and will  defend the title to the Pledged  Collateral
          and the liens of Pledgee  thereon  against  the claim of any person or
          entity and will maintain and preserve such liens until the Termination
          Date.

7.   Pledgor's  Rights.  As  long  as  no Default or Event of Default shall have
     -----------------
     occurred and be continuing  and until written  notice shall be given to the
     Pledgor in accordance with Section 8(a) hereof,


                                     Page 3
<PAGE>
     a.   The Pledgor shall have the right,  from time to time, to vote and give
          consents  with respect to the Pledged  Collateral  or any part thereof
          for  all  purposes  not  inconsistent  with  the  provisions  of  this
          Agreement  and the Loan  Agreement;  provided,  however,  that no vote
          shall be cast,  and no consent shall be given or action  taken,  which
          would have the effect of impairing the position or interest of Pledgee
          in respect of the  Pledged  Collateral  or which  would  authorize  or
          effect (except as and to the extent permitted by the Loan Agreement),

          i.   The dissolution or liquidation, in whole or in part, of Pledgor;

          ii.  The  consolidation  or merger of Pledgor with any other person or
               entity;

          iii. The sale,  disposition or encumbrance of all or substantially all
               of the assets of the Pledgor;

          iv.  Any change in the authorized number of shares, the stated capital
               or the authorized share capital of Pledgor, or

          v.   The  alteration of the voting rights with respect to the stock of
               Pledgor;

     b.
          i.   The Pledgor shall be entitled,  from time to time, to collect and
               receive for its own use all cash dividends paid in respect of the
               Pledged  Shares  to the  extent  not  in  violation  of the  Loan
               Agreement,  other than any and all (A) dividends  paid or payable
               other  than in cash in  respect  of,  and  instruments  and other
               property received, receivable or otherwise distributed in respect
               of, or in exchange for, any Pledged Collateral, (B) dividends and
               other  distributions  paid or  payable  in cash in respect of any
               Pledged  Collateral  in  connection  with a  partial  (except  as
               permitted  in  the  Loan  Agreement)  or  total   liquidation  or
               dissolution,  and (C) cash paid, payable or otherwise distributed
               in  redemption  of, or in exchange  for, any Pledged  Collateral;
               provided,  however,  that until  actually paid all rights to such
               dividends  shall  remain  subject  to the  lien  created  by this
               Agreement; and

          ii.  All dividends (other than such cash dividends as are permitted to
               be paid to the Pledgor in  accordance  with clause (i) above) and
               all other  distributions in respect of any of the Pledged Shares,
               whenever  paid or made,  shall be delivered to Pledgee to hold as
               Pledged  Collateral  and  shall,  if  recovered  by  Pledgor,  be
               received in trust for the benefit of Pledgee,  be segregated from
               the  other  property  or  funds  of  Pledgor,  and  be  forthwith
               delivered to Pledgee as Pledged Collateral in the same form as so
               received (with any necessary endorsement).


                                     Page 4
<PAGE>
8.   Defaults  and  Remedies.
     -----------------------

     a.   Upon the occurrence of an Event ~f Default and during the continuation
          of such Event of Default,  then or at any time after such  declaration
          (provided  that such  declaration  is not  rescinded  by Pledgee)  and
          following  written  notice  to the  Pledgor,  Pledgee  (personally  or
          through an agent) is hereby  authorized and empowered at its election,
          to transfer and register in its name or in the name of its nominee the
          whole or any part of the Pledged  Collateral,  to exercise  the voting
          rights with respect thereto, to collect and receive all cash dividends
          and other  distributions  made  thereon,  to sell in one or more sales
          after seven  days'  notice of the time and place of any public sale or
          of the time after which a private sale is to take place (which  notice
          the  Pledgor  agrees is  commercially  reasonable),  but  without  any
          previous notice or advertisement, the whole or any part of the Pledged
          Collateral and to otherwise act with respect to the Pledged Collateral
          as though Pledgee were the outright owner thereof,  the Pledgor hereby
          irrevocably  constituting  and  appointing  Pledgee  as the  proxy and
          attorney-in-fact of the Pledgor, with full power of substitution to do
          so; provided, however, Pledgee shall not have any duty to exercise any
          such  right or to  preserve  the same and shall not be liable  for any
          failure  to do so or for any delay in doing so. Any sale shall be made
          at a public or private sale at Pledgee's place of business,  or at any
          public building in the City of Vero Beach to be named in the notice of
          sale,  either for cash or upon  credit or for future  delivery at such
          price as Pledgee may deem fair,  and Pledgee may be the  purchaser  of
          the whole or any part of the Pledged  Collateral  so sold and hold the
          same thereafter in its own right free from any claim of the Pledgor or
          any  right of  redemption.  Each  sale  shall  be made to the  highest
          bidder,  but Pledgee  reserves the right to reject any and all bids at
          such sale which, in its discretion, it shall deem inadequate.  Demands
          of performance,  except as otherwise herein specifically provided for,
          notices of sale,  advertisements  and the presence of property at sale
          are  hereby  waived  and any sale  hereunder  may be  conducted  by an
          auctioneer or any officer or agent of Pledgee.

     b.   If, at the original time or times  appointed for the sale of the whole
          or any part of the Pledged  Collateral,  the highest  bid, if there be
          but one  sale,  shall  be  inadequate  to.  discharge  in full all the
          Secured Indebtedness, or if the Pledged Collateral be offered for sale
          in lots, if at any of such sales,  the highest bid for the lot offered
          for  sale  would  indicate  to  Pledgee,   in  its   discretion,   the
          unlikelihood  of the proceeds of the sales of the whole of the Pledged
          Collateral being sufficient to discharge all the Secured Indebtedness,
          Pledgee may, on one or more occasions and in its discretion,  postpone
          any of said  sales by public  announcement  at the time of sale or the
          time or previous  postponement  of sale,  and no other  notice of such
          postponement or  postponements of sale need be given, any other notice
          being hereby waived;  provided,  however,  that any sale or sales made
          after  such  postponement  shall be after  seven  days'  notice to the
          Pledgor.


                                        Page 5
<PAGE>
     c.   In the event of any sale hereunder Pledgee shall,  after deducting all
          costs or expenses of every kind (including  reasonable attorneys' fees
          and disbursements) for care, safekeeping,  collection,  sale, delivery
          or  otherwise,  apply the residue of the  proceeds of such sale to the
          payment  or  reduction,  either  in whole or in part,  of the  Secured
          Indebtedness  in  accordance  with the Loan  Agreement,  returning the
          surplus, if any, to the Pledgor.

     d.   If,  at any  time  when  Pledgee  in its sole  discretion  determines,
          following the  occurrence  and during the  continuance  of an Event of
          Default,  that, in connection with any actual or contemplated exercise
          of its rights (when  permitted under this Section 8) to sell the whole
          or any part of the Pledged  Collateral  hereunder,  it is necessary or
          advisable  to  effect  a  public  registration  of all or  part of the
          Pledged Collateral  pursuant to the Securities Act of 1933, as amended
          (or any  similar  statute  then in effect)  (the  "Act"),  the Pledgor
          shall, in an expeditious manner, cause Pledgor to:

          i.   Prepare and file with the Securities and Exchange Commission (the
               "Commission")  a  registration  statement  with  respect  to  the
               Pledged  Collateral  and use  its  best  efforts  to  cause  such
               registration statement to become and remain effective.

          ii.  Prepare  and  file  with  the  Commission   such  amendments  and
               supplements  to such  registration  statement and the  prospectus
               used in  connection  therewith  as may be  necessary to keep such
               registration   statement   effective   and  to  comply  with  the
               provisions  of  the  Act  with  respect  to  the  sale  or  other
               disposition   of  the   Pledged   Collateral   covered   by  such
               registration  statement  whenever Pledgee shall desire to sell or
               otherwise dispose of the Pledged Collateral.

          iii. Furnish to Pledgee such  numbers of copies of a prospectus  and a
               preliminary  prospectus,  in conformity with the  requirements of
               the Act, and such other documents as Pledgee may request in order
               to facilitate the public sale or other disposition of the Pledged
               Collateral by Pledgee.

          iv.  Use  its  best   efforts  to  register  or  qualify  the  Pledged
               Collateral  covered  by such  registration  statement  under such
               other  securities or blue sky laws of such  jurisdictions  within
               the United  States as Pledgee  shall  request,  and do such other
               reasonable  acts and  things as may be  required  of it to enable
               Pledgee to  consummate  the public sale or other  disposition  in
               such jurisdictions of the Pledged Collateral by Pledgee.


                                      Page 6
<PAGE>
          v.   Furnish,  at the request of  Pledgee,  on the date that shares of
               the Pledged Collateral are delivered to the underwriters for sale
               pursuant to such  registration  or, if the  security is not being
               sold  through  underwriters,  on the date  that the  registration
               statement  with respect to such shares of the Pledged  Collateral
               becomes  effective,  (A) an  opinion,  dated  such  date,  of the
               independent counsel representing such registrant for the purposes
               of such registration,  addressed to the underwriters, if any, and
               in the event the  Pledged  Collateral  is not being sold  through
               underwriters,  then to Pledgee,  stating  that such  registration
               statement has become  effective under the Act and that (1) to the
               best  knowledge of such  counsel,  no stop order  suspending  the
               effectiveness thereof has been issued and no proceedings for that
               purpose have been  instituted or are pending or threatened  under
               the Act, (2) the registration statement,  the related prospectus,
               and each amendment or supplement there,  comply as to form in all
               material  respects  with  the  requirements  of the  act  and the
               applicable  rules and  regulations of the  Commission  thereunder
               (except that such counsel need express no opinion as to financial
               statements  or other  financial  or  statistical  data  contained
               therein),  (3) such  counsel has no reason to believe that either
               the registration statement or the prospectus, or any amendment or
               supplement  thereto,  contains any untrue statement of a material
               fact or omits a material  fact  required to be stated  therein or
               necessary to make the statements therein not misleading,  (4) the
               descriptions in the registration statement or the prospectus,  or
               any  amendment or  supplement  thereto,  of all legal matters and
               contracts and other legal  documents or instruments  are accurate
               and fairly present the information  required to be shown, and (5)
               such  counsel  does  not  know  of  any  legal  or   governmental
               proceedings,  pending or threatened,  required to be described in
               the  registration  statement or  prospectus,  or any amendment or
               supplement thereto,  which are not described as required,  nor of
               any contracts or documents or instruments of a character required
               to be described in the registration  statement or prospectus,  or
               any amendment or supplement  thereto,  or to be filed as exhibits
               to the  registration  statement which are not described and filed
               or incorporated by reference as required; and (B) a letter, dated
               such date, from the independent  certified public  accountants of
               such registrant,  addressed to the  underwriters,  if any, and in
               the event  the  Pledged  Collateral  is not  being  sold  through
               underwriters,  then to Pledgee, stating that they are independent
               certified  public  accountants  within the meaning of the Act and
               that,  in  the  opinion  of  such   accountants,   the  financial
               statements and other financial data of such  registrant  included
               in the registration statement or the prospectus, or any amendment
               or supplement thereto, comply as to form in all material respects
               with the  applicable  accounting  requirements  of the  Act.  The
               opinion of counsel  referred  to above shall  additionally  cover
               such other legal  matters  with  respect to the  registration  in
               respect of which  such  opinion  is being  given as  Pledgee  may
               reasonably  request.  The  letter  referred  to  above  from  the
               independent certified public accountants shall additionally cover


                                     Page 7
<PAGE>
               such other  financial  matters  (including  information as to the
               period  ending not more than five (5) Business  Days prior to the
               date of such letter) with respect to the  registration in respect
               of which such  letter is being  given as Pledgee  may  reasonably
               request.

          vi.  Otherwise  use its best  efforts  to comply  with all  applicable
               rules and  regulations of the  Commission,  and make available to
               its security holders, as soon as reasonably practicable,  but not
               later than 18 months after the effective date of the registration
               statement,  an earnings statement covering the period of at least
               12 months beginning with the first full month after the effective
               date of such  registration  statement,  which earnings  statement
               shall satisfy the provisions of Section 11(a) of the Act.

     e.   All  expenses   incurred  in  complying   with  Section  8(d)  hereof,
          including,  without  limitation,  all  registration  and  filing  fees
          (including   all  expenses   incident  to  filing  with  the  National
          Association of Securities Dealers,  Inc.), printing expenses, fees and
          disbursements of counsel for the registrant,  the fees and expenses of
          counsel for  Pledgee,  expenses of the  independent  certified  public
          accountants  (including any special audits  incident to or required by
          any such  registration)  and expenses of complying with the securities
          or blue sky laws of any  jurisdictions,  shall be paid by the Pledgor,
          except  that the  Pledgor  shall not be liable  for any  discounts  or
          commissions to any underwriter or any fees of disbursements of counsel
          for any underwriter in respect of the securities sold by Pledgee.

     f.   If, at any time when Pledgee shall  determine to exercise its right to
          sell the whole or any part of the Pledged Collateral  hereunder,  such
          Pledged  Collateral  or the part thereof to be sold shall not, for any
          reason  whatsoever,  be effectively  registered under the Act, Pledgee
          may, in its  discretion  (subject only to applicable  requirements  of
          law), sell such Pledged  Collateral or part thereof by private sale in
          such manner and under such circumstances as Pledgee may deem necessary
          or advisable, but subject to the other requirements of this Section 8,
          and shall not be required to effect such  registration or to cause the
          same to be effected. Without limiting the generality of the foregoing,
          in any such event  Pledgee in its  discretion  (a) may, in  accordance
          with  applicable  securities  laws,  proceed to make such private sale
          notwithstanding  that a  registration  statement  for the  purpose  of
          registering such Pledged  Collateral or part thereof could be or shall
          have been filed under said Act (or similar statute),  (B) may approach
          and negotiate  with a single  possible  purchaser to effect such sale,
          and (c) may restrict such sale to a purchaser  who will  represent and
          agree that such  purchaser  is  purchasing  for its own  account,  for
          investment  and not  with a view to the  distribution  or sale of such
          Pledged  Collateral or part thereof.  In addition to a private sale as
          provided  above in this  Section 8, if any of the  Pledged  Collateral
          shall not be freely  distributable to the public without  registration
          under the Act (or similar  statute) at the time of any  proposed  sale
          pursuant  to this  Section 8, then  Pledgee  shall not be  required to


                                     Page 8
<PAGE>
          effect such  registration or cause the same to be effected but, in its
          discretion  (subject  only to  applicable  requirements  of law),  may
          require  that any sale  hereunder  (including  a sale at  auction)  be
          conducted   subject   to   restrictions   (i)  as  to  the   financial
          sophistication and ability of any person or entity permitted to bid or
          purchase  at any such  sale,  (ii) as to the  content of legends to be
          placed upon any certificates  representing the Pledged Collateral sold
          in such sale, including restrictions on future transfer thereof, (iii)
          as to the  representations  required to be made by each Person bidding
          or  purchasing  at such sale  relating  to that  person's  or entity's
          access to financial information about the Pledgor and such person's or
          entity's  intentions  as to the holding of the Pledged  Collateral  so
          sold for investment,  for its own account,  and not with a view to the
          distribution  thereof,  and (iv) as to such  other  matters as Pledgee
          may, in its  discretion,  deem  necessary or appropriate in order that
          such sale (notwithstanding any failure so to register) may be effected
          in compliance  with the Code and other laws affecting the  enforcement
          of creditors'  tights and the Act and all applicable  state securities
          laws.

     g.   The Pledgor  acknowledges that  notwithstanding the legal availability
          of a private  sale or a sale  subject  to the  restrictions  described
          above in  paragraph  (f),  Pledgee  may, in its  discretion,  elect to
          register  any or all  the  Pledged  Collateral  under  the Act (or any
          applicable  state  securities  law)  in  accordance  with  its  rights
          hereunder. The Pledgor, however, recognizes that Pledgee may be unable
          to effect a public sale of any or all the Pledged  Collateral  and may
          be  compelled  to resort to one or more  private  sales  thereof.  The
          Pledgor  also  acknowledges  that any such  private sale may result in
          prices and other terms less  favorable to the seller than if such sale
          were a public sale and,  notwithstanding  such  circumstances,  agrees
          that any such  private  sale  shall be  deemed  to have been made in a
          commercially  reasonable manner.  Pledgee shall be under no obligation
          to delay a sale of any of the  Pledged  Collateral  for the  period of
          time  necessary to permit the  registrant to register such  securities
          for public sale under the Act, or under  applicable  state  securities
          laws, even if the Pledgor would agree to do so.

     h.   The  Pledgor  agrees  that  following  the  occurrence  and during the
          continuance  of an Event  of  Default  it will not at any time  plead,
          claim  or  take  the  benefit  of  any  appraisal,   valuation,  stay,
          extension,  moratorium or redemption  law now or hereafter in force in
          order to prevent or delay the  enforcement of this  Agreement,  or the
          absolute  sale of the whole or any part of the Pledged  Collateral  or
          the possession thereof by any purchaser at any sale hereunder, and the
          Pledgor  waives the benefit of all such laws to the extent it lawfully
          may do so. The  Pledgor  agrees  that it will not  interfere  with any
          right,  power and remedy of Pledgee  provided for in this Agreement or
          now or  hereafter  existing  at  law or in  equity  or by  statute  or
          otherwise,  or the exercise or beginning of the exercise by Pledgee of
          any one or more of such  rights,  powers or  remedies.  No  failure or
          delay on the part of  Pledgee to  exercise  any such  right,  power or


                                     Page 9
<PAGE>
          remedy and no notice or demand which may be given to or  made upon the
          Pledgor by Pledgee  with respect to any such remedies shall operate as
          a waiver thereof,  or limit or impair  Pledgee's  right  to  take  any
          action or to  exercise  any  power or remedy hereunder, without notice
          or demand,  or  prejudice  its  tights as against  the  Pledgor in any
          respect.

     i.   The  Pledgor  further  agrees  that a breach  of any of the  covenants
          contained in this Section 8 will cause irreparable  injury to Pledgee,
          that  Pledgee has no adequate  remedy at law in respect of such breach
          and, as a consequence,  agrees that each and every covenant  contained
          in this  Section  8 shall  be  specifically  enforceable  against  the
          Pledgor,  and the Pledgor  hereby  waives and agrees not to assert any
          defenses against an action for specific  performance of such covenants
          except for a defense that the Secured Indebtedness is not then due and
          payable in accordance  with the agreements and  instruments  governing
          and evidencing such obligations.  The Pledgor further acknowledges the
          impossibility  of  ascertaining  the amount of damages  which would be
          suffered  by  Pledgee  by reason of a breach of any of such  covenants
          and,  consequently,  agrees that, if Pledgee shall sue for damages for
          breach, it shall pay, as liquidated  damages and not as a penalty,  an
          amount equal to the lesser of (i) the value of the Pledged  Collateral
          on the date Pledgee shall demand  compliance  with this Section 8. and
          (ii) the amount required to pay in full the  obligations  described in
          paragraphs (a) and (b) of Section 9 below on such date.

9.   Application  of  Proceeds. Any cash held by Pledgee as Pledged Collateral
     -------------------------
     and all cash  proceeds  received  by  Pledgee  in  respect  of any sale of,
     liquidation  of, or other  realization  upon all or any part of the Pledged
     Collateral shall be applied by Pledgee as follows:

     a.   First,  to the  payment  of the  costs  and  expenses  of  such  sale,
          including  reasonable  compensation  to  Pledgee  and  its  agent  and
          counsel,  and all expenses,  liabilities and advances made or incurred
          by Pledgee in connection therewith; and

     b.   Next,  to the payment of the Secured  Indebtedness,  all in accordance
          with the terms and provisions of the Loan Agreement, and

     c.   Finally,  after  payment in full of all Secured  Indebtedness,  to the
          payment to the Pledgor, or its successors or assigns, or to whomsoever
          may be  lawfully  entitled  to  receive  the  same  or as a  court  of
          competent  jurisdiction may direct, of any surplus then remaining from
          such proceeds.

10.  Waiver. No delay on the part of Pledgee in exercising any power of sale,
     ------
     lien, option or other right hereunder, and no notice or demand which may be
     given to or made upon the Pledgor by Pledgee  with  respect to any power of
     sale,  lien,  option or other right  hereunder,  shall  constitute a waiver
     thereof~  or limit or  impair  Pledgee's  right  to take any  action  or to
     exercise any power of sale,  lien,  option,  or any other right  hereunder,
     without  notice or demand,  or  prejudice  Pledgee's  rights as against the
     Pledgor in any respect.


                                     Page 10
<PAGE>
11.  Assignment.  Pledgee  may  assign,  indorse  or  transfer  any  instrument
     ----------
     evidencing all or any part of the Secured  Indebtedness as provided in, and
     in accordance  with, the Loan  Agreement and the holder of such  instrument
     shall be entitled to the benefits of this Agreement.

12.  Termination.  Immediately  following  the  payment  of  all  Secured
     -----------
     Indebtedness,  Pledgee shall deliver to the Pledgor the Pledged  Collateral
     at the time subject to this  Agreement  and all  instruments  of assignment
     executed in connection  therewith,  free and clear of the liens hereof and,
     except as  otherwise  provided  herein,  all of the  Pledgor's  obligations
     hereunder shall at such time terminate.

13.  Lien  Absolute.  All  rights  of  Pledgee hereunder, and all obligations of
     --------------
     the Pledgor hereunder, shall be absolute and unconditional irrespective of:

     a.   Any lack of validity or  enforceability  of the Loan  Agreement or any
          other  agreement  or  instrument  governing  or  evidencing  any other
          Secured Indebtedness;

     b.   Any change in the time, manner or place of payment of, or in any other
          term of,  all or any part of the  Secured  Indebtedness,  or any other
          amendment or waiver of or any consent to any  departure  from the Loan
          Agreement or any other agreement or instrument governing or evidencing
          any other Secured Indebtedness;

     c.   Any exchange,  release or non-perfection  of any other collateral,  or
          any release or amendment or waiver of or consent to departure from any
          guaranty, for all or any of the Secured Indebtedness; or

     d.   Any other  circumstance  which might  otherwise  constitute  a defense
          available to, or a discharge of, the Pledgor.

14.  Release.  The  Pledgor consents and agrees that Pledgee may at any time,
     --------

     or from time to time,  in its  discretion  (a) renew,  extend or change the
     time or payment, and/or the manner, place or terms of payment of all or any
     part of the Secured Indebtedness and (b) exchange, release and/or surrender
     all or any of the Pledged Collateral, or any part(s) thereof, by whomsoever
     deposited,  which is now or may  hereafter be held by Pledgee in connection
     with all or any of the  Secured  Indebtedness;  all in such manner and upon
     such terms as Pledgee may deem  proper,  and  without  notice to or further
     assent from the Pledgor,  it being hereby  agreed that the Pledgor shall be
     and remain bound upon this Agreement,  irrespective of the existence, value
     or condition of any of the Pledged Collateral, and notwithstanding any such
     change, exchange,  settlement,  compromise,  surrender, release, renewal or
     extension,  and notwithstanding  also that the Secured Indebtedness may, at
     any time(s) exceed the aggregate  principal amount thereof set forth in the
     Loan  Agreement.  The Pledgor  hereby  waives  notice of acceptance of this
     Agreement, and also presentment,  demand, protest and notice of dishonor of
     any and all of the Secured Indebtedness,  and promptness in commencing suit
     against any party hereto or liable  hereon,  and in giving any notice to or
     of making  any  claim or  demand  hereunder  upon the  Pledgor.  Not act or
     omission of any kind on Pledgee's  part shall in any event affect or impair
     this Agreement.


                                     Page 11
<PAGE>
15.  Indemnification.  The  Pledgor  agrees  to  indemnify  and  hold  Pledgee
     ---------------
     harmless  from and  against  any taxes,  liabilities,  claims and  damages,
     including reasonable attorney's fees and disbursements,  and other expenses
     incurred  or arising by reason of the taking or the  failure to take action
     by Pledgee,  in good faith,  in respect of any  transaction  effected under
     this  Agreement  or in  connection  with  the  lien  provided  for  herein,
     including,  without  limitation,  any taxes payable in connection  with the
     delivery  or  registration  of any of the  Pledged  Collateral  as provided
     herein.  Whether or not the  transactions  contemplated  by this  Agreement
     shall  be   consummated,   the  Pledgor   agrees  to  pay  to  Pledgee  all
     out-of-pocket costs and expenses incurred in connection with this Agreement
     and all reasonable fees expenses and disbursements,  including registration
     costs  under  the Act (or  similar  statute)  and  the  reasonable  fees of
     Pledgee's  agents  or  representatives,  incurred  in  connection  with the
     execution and delivery of this Agreement and the  performance by Pledgee of
     the  provisions  of this  Agreement  and of any  transactions  effected  in
     connection with this  Agreement.  The obligations of the Pledgor under this
     Section 15 shall survive until payment and discharge in full of the Loan.

16.  Reinstatement.  This  Agreement  shall  remain in full force and effect and
     -------------
     continue  to be  effective  should any  petition be filed by or against the
     Pledgor  for  liquidation  or  reorganization,  should the  Pledgor  become
     insolvent  or make an  assignment  for the benefit of creditors or should a
     receiver or trustee be  appointed  for all or any  significant  part of the
     Pledgor's assets,  and shall continue to be effective or be reinstated,  as
     the case may be, if at any time  payment  and  performance  of the  Secured
     Indebtedness,  or  any  part  thereof,  is,  pursuant  to  applicable  law,
     rescinded or reduced in amount,  or must  otherwise be restored or returned
     by  any  obligee  of  the  Secured  Indebtedness,  whether  as a  "voidable
     preference,"  "fraudulent  conveyance,"  or  otherwise,  all as though such
     payment or performance had not been made. In the event that any payment, or
     any part thereof, is rescinded,  reduced, restored or returned, the Secured
     Indebtedness  shall be  reinstated  and deemed  reduced only by such amount
     paid and not so rescinded, reduced, restored or returned.

17.  Miscellaneous.
     -------------

     a.   The  Pledgor   agrees  to  promptly   reimburse   Pledgee  for  actual
          out-of-pocket  expenses,  including,  without  limitation,  reasonable
          counsel   fees,   incurred   by   Pledgee  in   connection   with  the
          administration and enforcement of this Agreement.

     b.   Neither Pledgee nor any of its officers, directors,  employees, agents
          or counsel shall be liable for any action lawfully taken or omitted to
          be taken by it or them hereunder or in connection herewith, except for
          its or their own gross negligence or willful misconduct.


                                     Page 12
<PAGE>
     c.   This  Agreement  shall be binding upon the Pledgor and its  successors
          and assigns, and shall inure to the benefit of, and be enforceable by,
          Pledgee and its successors, and assigns, and shall be governed by, and
          construed and enforced in accordance with, the internal laws in effect
          in the State of Arizona  without giving effect to principles of choice
          of law, and none of the terms or provisions  of this  Agreement may be
          waived, altered, modified or amended except in writing duly signed for
          and on behalf of Pledgee and the Pledgor.

18.  Severability.  If  for  any  reason  any provision or provisions hereof are
     ------------
     determined  to be invalid and contrary to any existing or future law,  such
     invalidity  shall not impair the  operation of or affect those  portions of
     this Agreement which are valid.

19.  Notices.  Except  as  otherwise  provided  herein,  whenever it is provided
     -------
     herein that any notice, demand, request, consent, approval,  declaration or
     other  communication  shall or may be given to or served upon either of the
     parties by the other,  or whenever either of the parties desires to give or
     serve upon the other  communication  with 1~espect to this Agreement,  each
     such  notice,  demand  request,  consent,  approval,  declaration  or other
     communication  shall be in writing and either  shall be delivered in person
     with receipt  acknowledged or sent by registered or certified mail,  return
     receipt requested, postage prepaid, addressed as follows:

     a.   If to Pledgee, at:

          Joseph  and  Helen  Van  Sickle
          664  Ocean  Road
          Vero  Beach,  Florida  32963

          With  copies  to:

          Collins,  Brown,  Caldwell,  Barkett  &  Garavaglia
          756  Beachland  Blvd.
          Vero  Beach,  Florida  32963
          Attention:     George  G.  Collins,  Jr.,  Esq.
          Fax:     (561)  234-5213

     b.   If to Pledgor, at:

          RIGL  Corporation
          4840  E.  Jasmine  Street,  Suite  105
          Mesa,  Arizona  85205
          Attention:     William  D.  O'Neal,  Esq.
          Fax:     (480)  654-9727

          Or at such other  address  as may be  substituted  by notice  given as
          herein provided.


                                     Page 13
<PAGE>
          The giving of any notice  required  hereunder may be waived in writing
          by the party  entitled to receive such notice.  Every notice,  demand,
          request,  consent,   approval,   declaration  or  other  communication
          hereunder  shall be deemed  to have  been duly  given or served on the
          date on which  personally  delivered,  with receipt  acknowledged,  or
          three (3)  Business  Days after the same shall have been  deposited in
          the United States mail.  Failure or delay in delivering  copies of any
          notice,  demand,  request,  consent,  approval,  declaration  or other
          communication to the persons  designated above to receive copies shall
          in no way adversely affect the  effectiveness of such notice,  demand,
          request, consent, approval, declaration or other communication.

20.  Section  Titles.  The Section titles contained in this Agreement are and
     ---------------
     shall be without substantive meaning or content, of any kind whatsoever and
     are not a part of the agreement between the parties hereto.

21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
     ------------
     counterparts,  which shall,  collectively  and  separately,  constitute one
     agreement.

     IN WITNESS  WHEREOF,  the patties  hereto  have  caused  this Stock  Pledge
Agreement to be duly executed as of the date first written above.

                                                   PLEDGOR:

                                                   RIGL  CORPORATION,  a  Nevada
                                                   corporation




                                                   PLEDGEE:

                                                   /s/  Joseph  Van  Sickle
                                                   -----------------------------
                                                   Joseph  Van  Sickle



                                                   /s/  Helen  Van  Sickle
                                                   -----------------------------
                                                   Helen  Van  Sickle


                                    Page 14
<PAGE>
                                   SCHEDULE  1
                            TO STOCK PLEDGE AGREEMENT

Attached  to  and forming a part of that certain Stock Pledge Agreement dated as
of May 25 1999, by and between RIGL CORPORATION as Pledgor and JOSEPH and HELEN
       --
VAN  SICKLE  as  Pledgee.


          Stock  Issuer:               RIGL  Corporation

          Common  Stock                Class  of  Stock:

          Stock Certificate No.:       2481

          No.  of  Shares:             2.5  Million


                                   Page 15
<PAGE>
                                 PROMISSORY NOTE

PRINCIPAL  SUM:        $2,000,000                           DATE: May 25, 1999

INTEREST:              8%

DUE AND PAYABLE:       November 22, 1999 (180 days)

     FOR  VALUE RECEIVED, the undersigned RIGL CORPORATION, a Nevada corporation
("Make?'),  promises  to  pay  to  the  order  of  JOSEPH  and  HELEN VAN SICKLE
("Holder")  whose  address  is  664 Ocean Road, Vero Beach, Florida 32963, or at
such  other  place  as  the  Holder  hereof  may  from time to time designate in
writing,  the  principal  sum  of TWO MILLION DOLLARS ($2,000,000) plus interest
calculated  at a rate of Eight Percent (8%) annually from the date hereof on the
principal  balance  from  time  to  time  outstanding  as  hereinafter provided:
principal,  interest and other sums payable hereunder to be paid in lawful money
of  the  United  States  of America in monthly installments equal to that amount
charged  to Holders' account at Soloman Smith Barney commencing July 1, 1999 and
upon  the  first  day of each month thereafter for the following four (4) months
with the remaining outstanding balance plus accrued interest to be paid no later
than  180  days  from  date  of this Note. As additional consideration, upon the
execution  of  this  Note,  Maker  shall  deliver to Holder 1,000,000 restricted
common shares of RIGL Corporation validly issued, fully paid and non-accessible,
evidenced  by  a  certificate(s)  in  the  name  of  Holder  or  their designee.

     The  term  Holder  shall refer to the original Holder and upon transfer, to
any  and  all  subsequent  holders  of  this  Note.

     Maker agrees to an effective date of interest that is the rate stated above
plus  and  additional  rate  of interest resulting from any other charges in the
nature  of  interest  paid or to be paid in connection with this Note. All fees,
charges,  goods  and things in action or any other sums or things of value other
that  the  interest  resulting  from  the  Stated  Interest Rate and the Default
Interest  rate,  as  applicable,  paid  or  payable  by Maker (collectively, the
"Additional  Sums"),  whether  pursuant  to  this Note, or any other document or
instrument  in any way pertaining to this lending transaction, or otherwise with
respect  to  this lending transaction, shall, for the purpose of any laws of the
State  of  Arizona  that  may limit the maximum amount of interest to be charged
with  respect  to this lending transaction, be payable by Maker as, and shall be
deemed  to  be, additional interest, and for such purposes only, the agreed upon
and  "contracted  for  rate  of  interest"  of this lending transaction shall be
deemed  to  be increased by the rate of interest resulting from Additional Sums.
Maker  understands  and believes that this lending transaction complies with the
usury laws of the State of Arizona; however, if any interest or other charges in
connection  with  this  lending  transaction  are  ever determined to exceed the
maximum  amount  permitted  by  law,  then  Maker  agrees that (a) the amount of
interest  or  charges  payable  pursuant  to  this  lending transaction shall be
reduced  to  the  maximum  amount  permitted  by  law  and (b) any excess amount
previously collected from Maker in connection with this lending transaction that
exceeded  the  maximum  amount  permitted  by law,  will be credited against the
principal  balance  then  outstanding  hereunder.  If  the outstanding principal
balance hereunder has been paid in full, the excess amount paid will be refunded
to  Maker.


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     All  payments  on  this  Note  shall be applied first to the payment of any
costs,  fees  or  other  charges  incurred  in  connection with the indebtedness
evidenced  hereby,  next  to  the  payment  of  accrued interest and then to the
reduction  of  the  principal  balance.

     Time  is  of  the essence of this Note. At the option of Holder, (i) Holder
may declare the entire unpaid principal balance, all accrued and unpaid interest
and  all  other  amounts  payable  hereunder immediately due and payable without
notice  upon  the  failure  to  pay  any sum due and owing hereunder as provided
herein  if  such failure continues for five (5) days after the due date; or (ii)
Holder  may  require  Maker  to  pay interest on the late payment at the Default
Interest  rate  (as  defined  below) from the date the payment becomes due until
Maker  pays  in  full  all  accrued  and  unpaid  interest  due under this Note.

     Maker  shall  bear  all costs and expenses resulting from any check made by
Maker  for  payment  hereunder which is returned "NSF", wherein the late payment
provisions  set  forth  above  shall apply until all charges, accrued and unpaid
interest  due  and  owing  under  this Note are paid in full, plus an additional
TWENTY  AND  NO/100THS  DOLLARS  ($20.00).

     After  maturity, including maturity upon acceleration, the unpaid principal
balance, all accrued and unpaid interest and all other amounts payable hereunder
shall  bear  interest  the  rate  of TWENTY PERCENT (20%) (the "Default Interest
Rate").  Maker shall pay all costs and expenses, including reasonable attorney's
fees  and  court  costs, incurred in the collection or enforcement of all or any
part  of  this  Note.  Such  court costs and attorney's fees shall be set by the
court  and  not  by  jury, shall be included in any judgment obtained by Holder.

     Maker shall have the option to prepay this Note, in full or in part, at any
time  without  penalty.

     Failure  of  Holder to exercise any option hereunder shall not constitute a
waiver  of the right to exercise the same in the event of any subsequent default
or  in  the event of continuance of any existing default after demand for strict
performance.

     Maker,  sureties,  guarantors and endorsers hereof: (a) agree to be jointly
and  severally  bound,  (b)  severally  waive  any  homestead or exemption right
against  said  debt,  (c)  severally  waive  demand,  diligence, presentment for
payment,  protest and demand, and notice of extension, dishonor, protest, demand
and  nonpayment  of Note, (d) consent that Holder may extend the time of payment
or  otherwise  modify  the terms of payment of any part or the whole of the debt
evidence  by  this  Note,  at  the  request of any other person primarily liable
hereon,  and  such  consent  shall  not  alter nor diminish the liability of any
person,  and  (e)  agree that Holder may setoff at any time any sums or property
owed  to  any  of  them  by  Maker.


                                                                     Page 2 of 3
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     All  notices  required  or  permitted in connection with this Note shall be
given  at  the  address  set  forth  above.

     The  Note  is  secured  by  a  Security  Agreement  of  even date herewith.

     This Note shall be construed according to the laws of the State of Arizona.

     IN  WITNESS  WHEREOF,  this  Note  has  been  executed as of the date first
written  above.

                                    MAKER:

                                    RIGL  CORPORATION
                                    4840  E.  Jasmine  Street,  Suite  105
                                    Mesa,  Arizona  85205

                                    By:  /s/  Kevin Jones
                                       ------------------------------------
                                       Kevin Jones, President


                                                                     Page 3 of 3
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