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                                                                     EXHIBIT 4.4

                             Form of Promissory Note

                                 PROMISSORY NOTE

$647,463                                         Date: October 1, 2002
Principal Amount                                 State of Texas

         For value received, the undersigned agrees to pay to the order of Oscar
S. Wyatt, Jr. the sum six hundred thousand dollars ($647,463) or such lesser
amount which may be outstanding under this note from time to time together with
interest thereon at the rate of 8% per annum on the unpaid balance. Said sum
shall be paid on September 15, 2003.

         This Promissory Note is in replacement of and in exchange for the
cancellation of the following promissory notes previously issued in favor of
Oscar S. Wyatt, Jr., including accrued interest thereon:

              Promissory Note dated October 5, 2002 in the amount of $250,000
              Promissory Note dated October 12, 2002 in the amount of $100,000
              Promissory Note dated September 29, 2002 in the amount of $250,000

         All payments shall be first applied to interest and the balance to
principal. This note may be prepaid, at any time, in whole or in part, without
penalty.

         In the event this note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney fees
and costs of collection. All payments hereunder shall be made to such address as
may from time to time be designated by any holder hereof.

         The undersigned and all other parties to this note, whether as
endorsers, guarantors or sureties, agree to remain fully bound hereunder until
this note shall be fully paid and waive demand, presentment and protest and all
notices thereto and further agree to remain bound, notwithstanding any
extension, renewal, modification, waiver, or other indulgence by any holder or
upon the discharge or release of any obligation hereunder or to this note, or
upon the exchange, substitution, or release of any collateral granted as
security for this note. No modification or indulgence by any holder hereof shall
be binding unless in writing; and any indulgence on any one occasion shall not
be an indulgence for any other or future occurrence. Any modification or change
of terms, hereunder granted by any holder hereof, shall be valid and binding
upon the undersigned, notwithstanding the acknowledgment of the undersigned. The
rights of any holder hereof shall be cumulative and not necessarily successive.
This note shall take effect as a sealed instrument and shall be construed,
governed and enforced in accordance with the laws of the State of Texas. The
undersigned hereby executes this note as principal and not as a surety.

Signed in the presence of:


   /s/ M. T. Arnold                            /s/ Herman Frietsch
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Witness                                     TeraForce Technology Corporation
                                            By Herman Frietsch
                                            Chief Executive Officer