PROMISSORY NOTE

Borrower: American Fire Retardant Corp. and Steve F. Owens and Angela M. Raidle

Lender:   Private Capital, Inc.

Principle Amount:   $100,000.00
Interest Rate:      72%
Date of Note:       December 7, 1999

PROMISE TO PAY.  American  Fire  Retardant  Corp.,  Steve F. Owens and Angela M.
Raidle  ("Borrower")  promises  to pay to the  order of  Private  Capital,  Inc.
("Lender"),  in lawful  money of the United  States of  America  the suns of ONE
HUNDRED THOUSAND AND NO/100 DOLLARS (U.S.  $100,000.00),  together with interest
at the rate of 72% per annum  assessed on the unpaid  principal  balance of this
Note as  outstanding  from  time to time,  commencing  on  January  7,  2000 and
continuing  until this Note is paid in full,  or until  default  under this Note
with interest  thereafter  being subject to the default interest rate provisions
set forth herein.

PAYMENT.  Borrower will pay this loan in accordance  with the following  payment
schedule:

         Eight  (8)  monthly   installments  of  $12,500.00  each  plus  accrued
         interest,  beginning January 7, 2000 and a final balloon payment of all
         accrued interest if any on August 7, 2000.

The annual interest rate for this Note is computed on a 365/360 basis;  that is,
by  applying  the  ratio of the  annual  interest  rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the  principal  balance  is  outstanding.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest,  then to principal,  and any remaining
amount to any unpaid collection costs and late charges.

PREPAYMENT. Borrower may prepay this Note in full at any time by paying the then
unpaid  principal  balance of this Note,  plus accrued  simple  interest and any
unpaid late charges through date of prepayment. If Borrower prepays this Note in
full,  or if Lender  accelerates  payment,  Borrower  understands  that,  unless
otherwise  required by law,  any prepaid  fees or charges will not be subject to
rebate  and will be earned by  Lender  at the time this Note is  signed.  Unless
otherwise agreed to in writing,  early payments under this Note will not relieve
Borrower  of  Borrower's  obligation  to continue  to make  regularly  scheduled
payments  under the above payment  schedule.  Early payments will instead reduce
the principal  balance due, and Borrower may be required to make fewer  payments
under this Note.

LATE CHARGE. If Borrower fails to pay any payment under this Note in full within
10 days of when due,  Borrower  agrees to pay  Lender a late  payment  fee in an
amount  equal to  5.000%  of the  unpaid  principal  payment,  or U.S.  $100.00,
whichever is less.  Late charges will not be assessed  following  declaration of
default and acceleration of maturity of this Note.

DEFAULT.  The following actions and/or inactions shall constitute default events
under this Note:

Default  Under This Note.  Should  Borrower  default in the payment of principal
and/or interest under this Note.

Default Under Security Agreements.  Should Borrower or any guarantor violate, or
fail to comply fully with any of the terms and  conditions  of, or default under
any security right,  instrument,  document,  or agreement directly or indirectly
securing repayment of this Note.

Other Defaults in Favor of Lender. Should Borrower or any guarantor of this Note
default under any other loan, extension of credit,  security right,  instrument,
document, or agreement, or obligation in favor of Lender.

Default in Favor of Third  Parties.  Should  Borrower or any  guarantor  default
under any loan,  extension  of credit,  security  agreement,  purchase  or sales
agreement, or any other agreement, in favor of any other creditor or person that
may affect any  property or other  collateral  directly or  indirectly  securing
repayment of this Note.

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Insolvency. Should the suspension,  failure or insolvency, however evidenced, of
Borrower or any guarantor of this Note occur or exist.

Death or  Interdiction.  Should Borrower or any guarantor of this Note die or be
interdicted.

Readjustment  of   Indebtedness.   Should   proceedings   for   readjustment  of
indebtedness,  reorganization,  bankruptcy,  composition or extension tinder any
insolvency law be brought by or against Borrower or any guarantor.

Assignment  for Benefit of  Creditors.  Should  Borrower or any  guarantor  file
proceedings  for a  respite  or make a general  assignment  for the  benefit  of
creditors.

Receivership.  Should a receiver of all or any part of Borrower's  property,  or
the property of any guarantor, be applied for or appointed.

Dissolution  Proceedings.  Should proceedings for the dissolution or appointment
of a liquidator of Borrower or any guarantor be commenced.

False Statements. Should any representation,  warranty, or material statement of
Borrower or any  guarantor  made in  connection  with the  obtaining of the loan
evidenced by this Note or any security agreement directly or indirectly securing
repayment of this Note, prove to be incorrect or misleading in any respect.

Material  Adverse  Change.  Should  any  material  adverse  change  occur in the
financial  condition  of  Borrower or any  guarantor  of this Note or should any
material  discrepancy  exist  between  the  financial  statements  submitted  by
Borrower or any guarantor and the actual financial condition of Borrower or such
guarantor.

Insecurity. Should Lender deem itself to be insecure with regard to repayment of
this Note.

LENDER'S  RIGHTS UPON  DEFAULT.  Should any one or more default  events occur or
exist under this Note as provided  above,  Lender  shall have the right,  at its
sole option,  to declare  formally  this Note to be in default and to accelerate
the maturity and insist upon immediate  payment in full of the unpaid  principal
balance then outstanding  under this Note, plus accrued  Interest  together with
reasonable  attorneys'  fees,  costs,  expenses  and other  fees and  charges as
provided herein.  Lender shall have the further right, again at its sole option,
to declare  formal  default and to  accelerate  the  maturity and to insist upon
immediate  payment in full of each and every  other  loan,  extension  of credit
debt,  liability  and/or  obligation  of every nature and kind that Borrower may
then owe to Lender,  whether  direct or  indirect or by way of  assignment,  and
whether  absolute  or  contingent,  liquidated  or  unliquidated,  voluntary  or
involuntary,  determined or undetermined, secured or unsecured, whether Borrower
is obligated  alone or with others on a "solidary" or "joint and several" basis,
as a  principal  obligor or  otherwise,  all without  further  notice or demand,
unless Lender shall otherwise elect.

ATTORNEYS'  FEES. If Lender refers this Note to an attorney for  collection,  or
files suit  against  Borrower to collect  this Note,  or if  Borrower  files for
bankruptcy  or other  relief from  creditors,  Borrower  agrees to pay  Lender's
reasonable attorneys' fees.

DEPOSIT  ACCOUNTS.  As  collateral  security for  repayment of this Note and all
renewals and  extensions,  as well as to secure any and all other loans,  notes,
indebtedness  and obligations  that Borrower (or any of them) may now and in the
future owe to Lender or incur in Lender's  favor,  whether  direct or  indirect,
absolute or contingent,  due or to become due, of any nature and kind whatsoever
(with the exception of any  indebtedness  under a consumer credit card account),
Borrower is granting Lender a continuing  security interest in any and all funds
that  Borrower  may now and in the  future  have on  deposit  with  Lender or in
certificates of deposit or other deposit accounts  including reserve accounts on
any accounts  receivable  financing  by Borrower and any deposit  accounts as to
which  Borrower is an account  holder (with the exception of IRA,  pension,  and
other  tax-deferred  deposits).  Borrower  further agrees that Lender may at any
time apply any funds that Borrower may have on deposit or reserve with Lender or
in certificates of deposit or other deposit  accounts as to which Borrower is an
account  holder  against  the unpaid  balance of this Note and any and all other
present and future  indebtedness  and obligations that Borrower (or any of them)
may then owe to Lender,  in principal,  interest,  fees,  costs,  expenses,  and
attorneys' fees.
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FINANCIAL  STATEMENTS.  Borrower  agrees to provide  Lender with such  financial
statements and other related  information at such frequencies and in such detail
as Lender may reasonably request.

GOVERNING  LAW.  Borrower  agrees that this Note and the loan  evidenced  hereby
shall be governed under the laws of the State of Louisiana.  Specifically,  this
business or commercial Note is subject to La. R.S. 9:3509 et seq.

WAIVERS.  Borrower  and  each  guarantor  of  this  Note  hereby  waive  demand,
presentment  for payment,  protest,  notice of protest and notice of nonpayment,
and all pleas of  division  and  discussion,  and  severally  agree  that  their
obligations  and  liabilities  to Lender  hereunder  shall be on a "solidary" or
"joint and several" basis.  Borrower and each guarantor  further severally agree
that discharge or release of any party who Is or may be liable to Lender for the
indebtedness  represented  hereby, or the release of any collateral  directly or
indirectly securing repayment hereof, shall not have the effect of releasing any
other party or parties,  who shall remain liable to Lender,  or of releasing any
other  collateral  that is not expressly  released by Lender.  Borrower and each
guarantor  additionally agree that Lender's  acceptance of payment other than in
accordance  with the terms of this Note,  or Lender's  subsequent  agreement  to
extend  or  modify  such  repayment  terms,  or  Lender's  failure  or  delay in
exercising any rights or remedies granted to Lender, shall likewise not have the
effect of releasing Borrower or any other party or parties from their respective
obligations  to  Lender,  or  of  releasing  any  collateral  that  directly  or
indirectly  secures repayment  hereof. In addition,  any failure or delay on the
part of Lender to  exercise  any of the  rights and  remedies  granted to Lender
shall not have the effect of waiving any of Lender's  rights and  remedies.  Any
partial  exercise  of  any  rights  and/or  remedies  granted  to  Lender  shall
furthermore  not be construed as a waiver of any other rights and  remedies;  it
being Borrower's intent and agreement that Lender's rights and remedies shall be
cumulative in nature. Borrower and each guarantor further agree that, should any
default event occur or exist under this Note,  any waiver or  forbearance on the
part of Lender to pursue the rights and remedies  available to Lender,  shall be
binding  upon Lender only to the extent that Lender  specifically  agrees to any
such waiver or  forbearance  in writing.  A waiver or forbearance on the part of
Lender as to one default event shall not be construed as a waiver or forbearance
as to any other default.  Borrower and each guarantor of this Note further agree
that any late  charges  provided  for under  this Note will not be  charges  for
deferral  of time for payment  and will not and are not  intended to  compensate
Lender for a grace or cure period,  and no such  deferral,  grace or cure period
has or will be granted to  Borrower  in return  for the  imposition  of any late
charge.  Borrower  recognizes that Borrower's  failure to make timely payment of
amounts due under this Note will result in damages to Lender,  including but not
limited to Lender's loss of the use of amounts due, and Borrower agrees that any
late charges imposed by Lender hereunder will represent reasonable  compensation
to Lender for such damages.  Failure to pay in full any  installment  or payment
timely when due under this Note, whether or not a late charge is assessed,  will
remain and shall constitute an Event of Default hereunder.

SUCCESSORS AND ASSIGNS LIABLE.  Borrower's and each guarantor's  obligations and
agreements under this Note shall be binding upon Borrower's and each guarantor's
respective successors, heirs, legatees, devisees, administrators,  executors and
assigns.  The rights and remedies  granted to Lender under this Note shall Inure
to the benefit of Lender's  successors and assigns, as well as to any subsequent
holder or holders of this Note.

CAPTION  HEADINGS.  Caption  headings  of the  sections  of  this  Note  are for
convenience purposes only and are not to be used to interpret or to define their
provisions.  In this Note,  whenever  the  context  so  requires,  the  singular
includes the plural and the plural also includes the singular.

SEVERABILITY.  If any  provision of this Note is held to be invalid,  illegal or
unenforceable  by any court,  that provision shall be deleted from this Note and
the balance of this Note shall be interpreted as if the deleted  provision never
existed.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE.

BORROWER:    American Fire Retardant Corp by:


/s/ Stephen F. Owens
------------------------
Steve F. Owens/President


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CO-BORROWERS:

/s/ Stephen F. Owens          ###-##-####
--------------------------    ----------------------
Steve F. Owens                Social Security Number

/s/ Angela M. Raidl           ###-##-####
--------------------------    ----------------------
Angela M. Raidl               Social Security Number



WITNESSES:

/s/ Patricia Fredrick
--------------------------
Patricia Frederick


/s/ Randy Betts
--------------------------
Randy Betts

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