PROMISSORY NOTE


         $150,000.00             August 28, 2000               Las Vegas, Nevada
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                  1. FOR VALUE RECEIVED, ONECAP, a Nevada corporation
         ("Borrower") promises to pay to the order of BANK OF AMERICA, NATIONAL
         ASSOCIATION, a national banking association (the "Bank") the principal
         sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the
         "Maximum Loan Amount"), or so much of that sutra as tnay be advanced
         under this promissory note ("Note"), plus interest as specified in this
         Note. This Note evidences a loan ("Loan") from Bank to Borrower.

                  2. The Loan Agreement is governed by that certain Business
         Loan Agreement (the "Loan Agreement") even date herewith between
         Borrower and Lender. The Loan Agreement contains a provision for the
         acceleration of the maturity of this Note.

                  3. Interest Rate. Interest shall be calculated at a fixed rate
         equal to the Three-Year Treasury bill plus three and Thirty-One
         hundredths (3.30%) percentage points. As defined on August 18, 2000 in
         the Wall Street Journal, equal to a fixed rate of nine and one-half
         percent (9.5 %) per annum.

                  4. Equal payments of principal and interest during the loan
         shall be payable on the 28th day of each month in arrears commencing on
         the September 28, 2000 hereunder until the Initial Maturity Date, upon
         which date the entire outstanding principal balance of this Note,
         together with all accrued unpaid interest thereon shall be immediately
         due and payable. All payments hereunder shall be applied first to
         accrued unpaid interest, then to principal. Interest shall be
         calculated on the basis of a 360-day year and actual days elapsed,
         which results in more interest than if a 365-day year were used. If at
         any time the monthly payments to be paid by Borrower under this
         paragraph 4 are not sufficient to pay the accrued interest calculated
         in accordance with this paragraph, Borrower shall immediately pay to
         Bank the amount of the deficiency.

                  5. Bank shall not be required to make any advance if that
         would cause the outstanding principal of-this Note to exceed the
         Maximum Loan Amount.

                  6.       All principal and accrued and unpaid interest shall
         be due and payable on August 28, 2003, the maturity date.

                  7.       Borrower may prepay some or all of the principal
         under this Note, without penalty or premium.

                  8. If Borrower fails to make any payment required hereunder
         within fifteen (15) days after it becomes due and payable, a late
         charge of five percent (5.0%) of each overdue payment may be charged
         for the purpose of defraying the expenses incident to handling said
         delinquent payments and as an inducement to Borrower to make timely


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         payment. Acceptance of a scheduled payment fifteen (15) days after its
         due date shall not waive any appropriate late charge, nor shall it
         constitute a waiver of any event of default under any Loan Document.

                  9. Upon the occurrence and during the continuance of any Event
         of Default hereunder, the outstanding principal balance of this Note
         will, at the option of Bank, bear interest at an annual rate of three
         percent (3.0%) in excess of the applicable rate of interest then in
         effect under this Note (the "Default Rate").

                  10. From and after maturity of this Note, whether by
         acceleration or otherwise, all sums then due and payable under this
         Note, including all principal and all accrued and unpaid interest,
         shall bear interest until paid in full at the Default Rate.

                  11. If any of the following "Events of Default" occur, any
         obligation of the holder to make advances under this Note shall
         terminate, and at the holder's option, exercisable in its sole
         discretion, all sums of principal and interest under this Note shall
         become immediately due and payable without notice of default,
         presentment or demand for payment, protest or notice of nonpayment or
         dishonor, or other notices or demands of any kind or character:

                           (a)      Borrower fails to perform any obligation
         under this Note to pay principal or interest when due; or

                           (b)      Borrower fails to perform any other
         obligation under this Note to pay money when due; or

                           (c) Under any of the Loan Documents, an Event of
         Default (as defined in that document) occurs, except as provided in
         Section 12 below.

                  12. It shall be an "Event of Default" under this Note if
         Borrower becomes the subject of any bankruptcy or other voluntary or
         involuntary proceeding, in or out of court, for the adjustment of
         debtor-creditor relationships ("Insolvency Proceeding"). If that
         happens, any obligation of the holder to make advances under this Note
         and the Loan Agreement shall terminate, and all sums of principal and
         interest under this Note shall automatically become immediately due and
         payable without notice of default, presentment or demand for payment,
         protest or notice of nonpayment or dishonor, or other notices or
         demands of any kind or character.

                  13. All amounts payable under this Note are payable in lawful
         money of the United States during normal business hours on a Banking
         Day, as defined below. Checks constitute payment only when collected.

                  14. If any lawsuit or arbitration is commenced which arises
         out of or relates to this Note, the Loan Documents or the Loan, the
         prevailing party shall be entitled to recover from each other party
         such sums as the court or arbitrator may adjudge to be reasonable
         attorneys' fees in the action or arbitration, in addition to costs and
         expenses otherwise allowed by law. In all other situations, including
         any matter arising out of or relating to any Insolvency Proceeding,


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         Borrower agrees to pay all of Bank's costs and expenses, including
         attorneys' fees, which may be incurred in enforcing or protecting
         Bank's rights or interests. From. the time(s) incurred until paid in
         full to Bank, all such sums shall bear interest at the Default Rate.

                  15. Whenever Borrower is obligated to pay or reimburse Bank
         for any attorneys' fees, those fees shall include the allocated costs
         for services of in-house counsel.

                  16.      This Note is governed by the laws of the State of
         Nevada, without regard to the choice of law rules of that State.

                  17. Borrower agrees that the holder of this Note may accept
         additional or substitute security for this Note, or release any
         security or any party liable for this Note, or extend or renew this
         Note, all without notice to Borrower and without affecting the
         liability of Borrower.

                  18. If Bank delays in exercising or fails to exercise any of
         its rights under this Note, that delay or failure shall not constitute
         a waiver of any of Bank's rights, or of any breach, default or failure
         of condition of or under this Note. No waiver by Bank of any of its
         rights, or of any such breach, default or failure of conditions shall
         be effective, unless the waiver is expressly stated in a writing signed
         by Bank. All of Bank's remedies in connection with this Note or under
         applicable law shall be cumulative, and Bank's exercise of any one or
         more of those remedies shall not constitute an election of remedies.

                  19. This Note inures to and binds the heirs, legal
         representatives, successors and assigns of Borrower and Bank; provided,
         however, that Borrower may not assign this Note or any Loan funds, or
         assign or delegate any of its rights or obligations, without the prior
         written consent of Bank in each instance. Bank in its sole discretion
         may transfer this Note, and may sell or assign participation's or other
         interests in all or part of the Loan, on the terms and subject to the
         conditions of the Loan Documents, all without notice to or the consent
         of Borrower. Also without notice to or the consent of Borrower, Bank
         may disclose to any actual or prospective purchaser of any securities
         issued or to be issued by Bank, and to any actual or prospective
         purchaser or assignee of any participation or other interest in this
         Note, the Loan or any other loans made by Bank to Borrower (whether
         evidenced by this Note or otherwise), any financial or other
         information, data or material in Bank's possession relating to
         Borrower, the Loan or the Property, including any improvements on it.
         If Bank so requests. Borrower shall sign and deliver a new note to be
         issued in exchange for this Note.

                  20. As used in this Note, the terms "Bank," "holder" and
         "holder of this Note" are interchangeable. As used in this Note, the
         word "include(s)" means "include(s), without limitation," and the word
         "including" means "including, but not limited to." The term "Banking
         Day" is defined to mean a day other than a Saturday or Sunday, on which
         Bank is open for business in Las Vegas, Nevada.



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                  21. If more than one person or entity are signing this Note as
         Borrower, their obligations under this Note shall be joint and several.

         Borrower:                                            Mail Address:

         ONECAP, a Nevada corporation       5450 W. Sahara Avenue 2nd Floor
                                            Las Vegas, NV 89146


         By:                                              Tax ID No.: 88-0429535
         -------------------------------
                 STEVEN D. MOLASKY
         Title:  CHIEF EXECUTIVE OFFICER