Exhibit 10.2

Nonrecourse
 $ 20,000                                           Dated: December 7, 1999
 ---------                                               -----------------

                                 PROMISSORY NOTE

     FOR VALUE RECEIVED, Sunrise Software Systems, Inc., a Texas
corporation  ("Maker"),  promises to pay to David  Clifton,  a resident of Texas
("Holder"), or order, Twenty Thousand Dollars ($20,000).

     1.  Payments.  The  principal  on the  obligation  represented  hereby (the
"Principal") shall be repaid in one lump sum, payable on December 7, 2001, which
date is two (2) years from the date hereof (the "Maturity Date").

     2. Interest.  This obligation  shall bear simple interest which shall be at
the rate of 10% per annum, payable on the Maturity Date.

     3. Type and Place of Payments.  Payments of principal and interest shall be
made in lawful money of the United States of America to the  above-named  Holder
or his order at Maker's principal place of business.

     4.  Prepayment.  Advance  payment or payments may be made on the principal,
without penalty or forfeiture. There shall be no penalty for any prepayment.

     5. Default.  Upon the  occurrence or during the  continuance  of any one or
more of the events hereinafter enumerated, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such event, by
notice in writing to the Maker,  declare the unpaid balance of the principal and
interest on the Note to be  immediately  due and payable,  and the principal and
interest  shall  become  and  shall  be  immediately  due  and  payable  without
presentation,  demand,  protest, notice of protest, or other notice of dishonor,
all of which are hereby expressly waived by Maker, such events being as follows:

                                    (a) Default in the payment of the  principal
                           and interest of this Note or any portion thereof when
                           the same  shall  become due and  payable,  whether at
                           maturity as herein  expressed,  by  acceleration,  or
                           otherwise,  unless  cured  within five (5) days after
                           notice  thereof  by Holder or the holder of such Note
                           to Maker.

                                    (b) Maker shall file a voluntary petition in
                           bankruptcy   or   a   voluntary    petition   seeking
                           reorganization, or shall file an answer admitting the
                           jurisdiction   of  the   court   and   any   material
                           allegations of an involuntary petition filed pursuant
                           to any act of Congress  relating to  bankruptcy or to
                           any act purporting to be amendatory thereof, or shall
                           be adjudicated  bankrupt, or shall make an assignment
                           for the benefit of  creditors,  or shall apply for or
                           consent to the appointment of any receiver or trustee
                           for Maker,  or of all or any  substantial  portion of
                           its property, or Maker shall make an assignment to an
                           agent authorized to liquidate any substantial part of
                            its assets; or


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                                    (c) An order  shall be entered  pursuant  to
                           any act of Congress  relating to bankruptcy or to any
                           act purporting to be amendatory  thereof approving an
                           involuntary  petition seeking  reorganization  of the
                           Maker,  or an order  of any  court  shall be  entered
                           appointing  any  receiver or trustee of or for Maker,
                           or any receiver of trustee of all or any  substantial
                           portion  of the  property  of  Maker,  or a  writ  or
                           warrant of attachment or any similar process shall be
                           issued by any court  against  all or any  substantial
                           portion  of the  property  of Maker,  and such  order
                           approving  a  petition  seeking   reorganization   or
                           appointing  a receiver  or trustee is not  vacated or
                           stayed,  or such  writ,  warrant  of  attachment,  or
                           similar  process is not released or bonded  within 60
                           days after its entry or levy.

     6. Attorneys' Fees. If this Note is placed with an attorney for collection,
or if suit be instituted for collection, or if any other remedy permitted by law
is pursued by Holder, because of any default in the terms and conditions herein,
then in such event,  the undersigned  agrees to pay reasonable  attorneys' fees,
costs, and other expenses incurred by Holder in so doing.

     7. Construction. This Note shall be governed by and construed in accordance
with the laws of the State of Texas.

     8.  Security.  This  Note  shall be a  nonrecourse  obligation  of  Sunrise
Software Systems, Inc.


                                       Sunrise Software Systems, Inc.


                                       By:   /s/ Bonita S. Clifton
                                         --------------------------
                                         Bonita S. Clifton, President




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