COMMERCIAL PROMISSORY NOTE

$400,000                                                Dated: _________________

     FOR VALUE RECEIVED, the undersigned,  Tonga Capital Corporation, a Colorado
corporation  (hereinafter  "Maker"),  promises  to pay to  Ultimate  Investments
Corp., at such other place as the Holder may designate in writing, the principal
sum of FOUR HUNDRED THOUSAND DOLLARS AND NO/100 ($400,000), bearing no interest,
due 90 days from date hereof.

         Maker has the right to prepay this Note in whole or in part at any time
during the term of this Note without premium or penalty.

         In event  Maker  shall (i)  default  in the  performance  of any of the
obligations,  covenants or agreements legally imposed by the terms of this Note,
or (ii)  apply for or  consent in  writing  to the  appointment  of a  receiver,
trustee,  or  liquidator  of  Maker  or  (iii)  file  a  voluntary  petition  in
bankruptcy,  or admit in writing Maker's  inability to pay Maker's debts as they
come due, or (iv) make general assignments for the benefit of creditors,  or (v)
file a petition or answer seeking reorganization or rearrangement with creditors
or taking  advantage of any insolvency law, or (vi) file an answer admitting the
material  allegations  of a  petition  filed  against  Maker in any  bankruptcy,
reorganization,  insolvency or similar proceedings, at the option of the Holder,
the  whole  indebtedness  evidenced  hereby  may be  declared  due  and  payable
whereupon  the entire  unpaid  principal  balance of this Note and all  interest
accrued  thereon from last payment date at 12% per annum shall thereupon at once
mature and become due and payable  without  presentment or demand for payment or
notice of the intent to exercise  such option or notice of the  exercise of such
option by the Holder,  or notice of any kind, all of which are hereby  expressly
waived by Maker and may be collected by suit or other legal proceedings.

         If all or any  part of the  amount  of this  Note  be  declared  due in
accordance  with the  other  provisions  hereof,  or if any  installment  herein
provided is not paid when due, the  principal  balance as the case may be, shall
bear interest at the lesser of (i) twelve percent per annum, or (ii) the Maximum
Rate  allowed  under  applicable  law  until  paid in full or until  the Note is
reinstated.  Notice of Default shall be given, in writing,  to Maker, after five
days after occurrence of default.  Maker shall have 10 days after written Notice
of Default,  within  which to cure the default  plus  interest at default  rate,
legal fees and costs incurred.

         Except as otherwise  provided herein, the undersigned and all sureties,
guarantors  and  endorsers of this Note  severally  waive all notices,  demands,
presentments  for  payment,  notices  of  non-payment,  notice of  intention  to
accelerate the maturity,  notices of acceleration,  notices of dishonor, protest
and notice of protest,  diligence in collecting or bringing suit as to this Note
and as to each, every and all installments hereof and all obligations  hereunder
and  against  any party  hereto and to the  application  of any  payment on this
obligation,  or as an  offset  hereto,  and agree to all  extensions,  renewals,
partial  payments,  substitutions  or evidence of  indebtedness  and the taking,
release or substitution of all or any part of the security or the release of any
party liable hereon with or without notice before or after maturity.

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         It is the intention of the parties hereto to comply with the usury laws
applicable to this loan if any,  accordingly  it is agreed that  notwithstanding
any provision to the contrary in this Note or in any of the  documents  securing
payment  hereof no such  provision  shall  require  the  payment  or permit  the
collection of interest in excess of the maximum  permitted by law. If any excess
of interest is provided for,  contracted for, charged for or received,  then the
provisions  of this  paragraph  shall  govern and  control and neither the Maker
hereof nor any other party  liable for the payment  hereof shall be obligated to
pay the amount of such excess interest.  Any such excess interest which may have
been  collected  shall be, at the Holder's  option,  either  applied as a credit
against  the then unpaid  principal  amount  hereof or  refunded  to Maker.  The
effective  rate of interest shall be  automatically  subject to reduction to the
maximum  lawful  contract  rate allowed under the usury laws as now or hereafter
construed.  It is further agreed that without  limitation of the foregoing,  all
calculations of the rate of interest  contracted  for,  charged for, or received
under this Note which are made for the purposes of determining whether such rate
exceeds the maximum lawful rate,  shall be made, to the extent permitted by law,
by  amortizing,  prorating,  allocating  and spreading in equal parts during the
full stated  term of this Note,  all  interest  contracted  for,  charged for or
received from the Maker or otherwise by the Note Holder.

         In the  event  this Note is  placed  in the  hands of an  attorney  for
collection  (whether or not suit is filed),  or in the event it is  collected by
suit or through  bankruptcy,  probate,  receivership or other legal  proceedings
(including  foreclosure),  the undersigned hereby agrees to pay to the Holder as
attorney's  fees a reasonable  amount in addition to the  principal and interest
then due hereon, and all other costs of collection.

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

                                                   TONGA CAPITAL CORP.,
                                                   a Colorado Corporation

Corporate Seal
                                                   by:_______________________
                                                      President

                                                   Attest:

                                                   by:_________________________
                                                       Secretary