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                                                                    EXHIBIT 10.4

WELLS FARGO                                                            TERM NOTE
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$150,000                                                     Ontario, California
                                                                    June 1, 2004

FOR VALUE RECEIVED, the undersigned XET Corporation and CXR Telcom Corporation
("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank") at its office at Inland Empire RCBO, 4141 Inland Empire
Blvd., Suite #350, Ontario, CA 91764, or at such other place as the holder
hereof may designate, in lawful money of the United States of America and in
immediately available funds, the principal sum of $150,000.00, with interest
thereon as set forth herein.

1.       INTEREST:

1.1 INTEREST. The outstanding principal balance of this Note shall bear interest
(computed on the basis of a 360-day year, actual days elapsed) at a rate per
annum 1.50000% above the Prime Rate in effect from time to time. The "Prime
Rate" is a base rate that Bank from time to time establishes and which serves as
the basis upon which effective rates of interest are calculated for those loans
making reference thereto. Each change in the rate of interest hereunder shall
become effective on the date each Prime Rate change is announced within Bank.

1.2 PAYMENT OF INTEREST. Interest accrued on this Note shall be payable on the
1st day of each month, commencing July 1, 2004.

1.3 DEFAULT INTEREST. From and after the maturity date of this Note, or such
earlier date as all principal owing hereunder becomes due and payable by
acceleration or otherwise, the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to 4% above the rate of
interest from time to time applicable to this Note.

2.       REPAYMENT AND PREPAYMENT:

2.1 REPAYMENT. Principal shall be payable on the 1st day of each month in
installments of $4,166.67 each, commencing July 1, 2004, and continuing up to
and including May 1, 2007, with a final installment consisting of all remaining
unpaid principal due and payable in full on June 1, 2007.

2.2 APPLICATION OF PAYMENTS. Each payment made on this Note shall be credited
first, to any interest then due and second, to the outstanding principal balance
hereof.

2.3 PREPAYMENT. Borrower may prepay principal on this Note at any time, in any
amount and without penalty. All prepayments of principal shall be applied on the
most remote principal installment or installments then unpaid.


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3.       EVENTS OF DEFAULT:

         The occurrence of any of the following shall constitute an "Event of
Default" under this Note:

3.1 The failure to pay any principal, interest, fees or other charges when due
hereunder or under any contract, instrument or document executed in connection
with this Note.

3.2 The filing of a petition by or against any Borrower, any guarantor of this
Note or any general partner or joint venturer in any Borrower which is a
partnership or a joint venture (with each such guarantor, general partner and/or
joint venturer referred to herein as a "Third Party Obligor") under any
provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as
amended or recodified from time to time, or under any similar or other law
relating to bankruptcy, insolvency, reorganization or other relief for debtors;
the appointment of a receiver, trustee, custodian or liquidator of or for any
part of the assets or property of any Borrower or Third Party Obligor; any
Borrower or Third Party Obligor becomes insolvent, makes a general assignment
for the benefit of creditors or is generally not paying its debts as they become
due; or any attachment or like levy on any property of any Borrower or Third
Party Obligor.

3.3 The death or incapacity of any individual Borrower or Third Party Obligor,
or the dissolution or liquidation of any Borrower or Third Party Obligor which
is a corporation, partnership, joint venture or other type of entity.

3.4 Any default in the payment or performance of any obligation, or any defined
event of default, under any provisions of any contract, instrument or document
pursuant to which any Borrower or Third Party Obligor has incurred any
obligation for borrowed money, any purchase obligation, or any other liability
of any kind to any person or entity, including the holder.

3.5 Any financial statement provided by any Borrower or Third Party Obligor to
Bank proves to be incorrect, false or misleading in any material respect.

3.6 Any sale or transfer of all or a substantial or material part of the assets
of any Borrower or Third Party Obligor other than in the ordinary course of its
business.

3.7 Any violation or breach of any provision of, or any defined event of default
under, any addendum to this Note or any loan agreement, guaranty, security
agreement, deed of trust, mortgage or other document executed in connection with
or securing this Note.

4.       MISCELLANEOUS:

4.1 REMEDIES. Upon the occurrence of any Event of Default, the holder of this
Note, at the holder's option, may declare all sums of principal and interest
outstanding hereunder to be immediately due and payable without presentment,
demand, notice of nonperformance, notice of protest, protest or notice of
dishonor, all of which are expressly waived by each Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Each Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated costs of the holder's in-house counsel), expended


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or incurred by the holder in connection with the enforcement of the holder's
rights and/or the collection of any amounts which become due to the holder under
this Note, and the prosecution or defense of any action in any way related to
this Note, including without limitation, any action for declaratory relief,
whether incurred at the trial or appellate level, in an arbitration proceeding
or otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary proceeding,
contested matter or motion brought by Bank or any other person) relating to any
Borrower or any other person or entity.

4.2 OBLIGATIONS JOINT AND SEVERAL. Should more than one person or entity sign
this Note as a Borrower, the obligations of each such Borrower shall be joint
and several.

4.3 GOVERNING LAW. This Note shall be governed by and construed in accordance
with the laws of the State of California.

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



XET Corporation

By: /S/ RANDOLPH FOOTE
   ---------------------------------

Title:  VP/CFO, SECRETARY



CXR Telcom Corporation

By: /S/ RANDOLPH FOOTE
   ---------------------------------

Title:  VP/CFO, SECRETARY


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