THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
         THIS NOTE HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS.
         THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
         THIS  NOTE MAY NOT BE SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
         HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE
         SECURITIES   LAWS  OR  AN  OPINION   OF  COUNSEL   REASONABLY
         SATISFACTORY   TO   COMMERCIAL   CONCEPTS,   INC.  THAT  SUCH
         REGISTRATION IS NOT REQUIRED.

                                CONVERTIBLE NOTE

         FOR VALUE  RECEIVED,  COMMERCIAL  CONCEPTS,  INC.,  a Utah  corporation
(hereinafter called "Borrower"),  hereby promises to pay to KESHET L.P., Ragnall
House, 18 Peel Road,  Douglas,  Isle of Man, 1M1 4L2,  United Kingdom,  Fax No.:
011-972-36120639 (the "Holder") or order, without demand, the sum of Forty-Seven
Thousand Five Hundred Dollars ($47,500.00), with simple interest accruing at the
annual rate of 6%, on July 20, 2003 (the "Maturity Date").

         The following terms shall apply to this Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

         1.1 Payment Grace Period.  The Borrower shall have a ten (10) day grace
period to pay any monetary  amounts due and payable under this Note, after which
grace period a default interest rate of 15% per annum shall apply to the amounts
owed hereunder.

         1.2  Conversion  Privileges.  The  Conversion  Privileges  set forth in
Article  II shall  remain in full  force and  effect  immediately  from the date
hereof and until the Note is paid in full.

         1.3  Interest  Rate.  Subject to the  Holder's  right to  convert,  the
interest  payable on this Note shall  accrue at the annual  rate of six  percent
(6%) and be payable  annually  commencing  July 31, 2001 (or more  frequently as
provided  below) and on the Maturity Date,  accelerated  or otherwise,  when the
principal and remaining accrued but unpaid interest shall be due and payable.

                                   ARTICLE II

                                CONVERSION RIGHTS

         The Holder  shall have the right to convert  the  principal  amount and
interest due under this Note into Shares of the  Borrower's  Common Stock as set
forth below.

         2.1. Conversion into the Borrower's Common Stock.

                                       1
<PAGE>

         (a) The Holder shall have the right from and after the issuance of this
Note  and  then at any time  until  this  Note is fully  paid,  to  convert  any
outstanding  and  unpaid  principal  portion  of this Note of $25,000 or greater
amount,  or any lesser amount  representing  the full remaining  outstanding and
unpaid principal portion and at the Holder's election,  and the interest accrued
on the  Note,  (the  date  of  giving  of  such  notice  of  conversion  being a
"Conversion  Date") into fully paid and nonassessable  shares of common stock of
Borrower  as such stock  exists on the date of  issuance  of this  Note,  or any
shares of capital  stock of Borrower  into which such stock shall  hereafter  be
changed or reclassified  (the "Common Stock") at the conversion price as defined
in Section  2.1(b)  hereof  (the  "Conversion  Price"),  determined  as provided
herein.  Upon  delivery to the Company of a Notice of Conversion as described in
Section 9 of the  subscription  agreement  entered  into between the Company and
Holder  relating to this Note (the  "Subscription  Agreement")  of the  Holder's
written request for  conversion,  Borrower shall issue and deliver to the Holder
within  five  business  days from the  Conversion  Date that number of shares of
Common  Stock for the  portion  of the Note  converted  in  accordance  with the
foregoing.  At the election of the Holder,  the Company will deliver accrued but
unpaid  interest on the Note through the Conversion  Date directly to the Holder
on or before the Delivery  Date as defined in the  Subscription  Agreement.  The
number of shares of Common Stock to be issued upon each  conversion of this Note
shall be  determined by dividing that portion of the principal on the Note to be
converted, by the Conversion Price.

         (b) Subject to adjustment  as provided in Section  2.1(c)  hereof,  the
Conversion  Price per share shall be the lesser of: (i) eighty (80%)  percent of
the  average of the three  lowest  closing  bid  prices for the Common  Stock as
reported by  Bloomberg  Financial  for the  Principal  Market (as defined in the
Subscription  Agreement),  or on any  securities  exchange  or other  securities
market on which the Common  Stock is then being  listed or traded for the thirty
(30) trading  days prior to but not  including  the date of this Note  ("Maximum
Base  Price"),  or (ii)  seventy-six  (76%) of the  average of the three  lowest
closing bid prices for the Common Stock as reported by Bloomberg  Financial  for
the Principal Market,  or on any securities  exchange or other securities market
on which the  Common  Stock is then being  listed or traded,  for the sixty (60)
trading days prior to the Conversion Date.

         (c) The  Conversion  Price  described  in Section  2.1(b)(i)  above and
number  and kind of shares or other  securities  to be  issued  upon  conversion
determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment
from time to time upon the  happening of certain  events  while this  conversion
right remains outstanding, as follows:

                  A.  Merger,  Sale of Assets,  etc. If the Borrower at any time
shall  consolidate with or merge into or sell or convey all or substantially all
its  assets to any other  corporation,  this Note,  as to the  unpaid  principal
portion  thereof and accrued  interest  thereon,  shall  thereafter be deemed to
evidence  the  right  to  purchase  such  number  and  kind of  shares  or other
securities and property as would have been issuable or  distributable on account
of such consolidation,  merger, sale or conveyance,  upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply to  successive  transactions  of a  similar  nature by any such
successor or purchaser.  Without  limiting the generality of the foregoing,  the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                  B.  Reclassification,  etc. If the Borrower at any time shall,
by  reclassification  or  otherwise,  change the Common Stock into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid principal portion thereof and accrued interest thereon,  shall thereafter
be deemed to evidence the right to purchase  such number and kind of  securities
as would have been  issuable as

                                       2
<PAGE>

the result of such change with respect to the Common Stock  immediately prior to
such reclassification or other change.

                  C. Stock Splits,  Combinations and Dividends. If the shares of
Common  Stock are  subdivided  or combined  into a greater or smaller  number of
shares of Common  Stock,  or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be  proportionately  reduced in case
of subdivision of shares or stock dividend or  proportionately  increased in the
case of  combination  of shares,  in each such case by the ratio which the total
number of shares of Common Stock outstanding  immediately after such event bears
to the total number of shares of Common Stock  outstanding  immediately prior to
such event.

                  D. Share Issuance.  Subject to the provisions of this Section,
if the  Borrower at any time shall issue any shares of Common Stock prior to the
conversion of the entire  principal  amount of the Note  otherwise  than as: (i)
provided in Sections 2.1(c)A, 2.1(c)B or 2.1(c)C or this subparagraph D; or (ii)
pursuant to options, warrants, or other obligations to issue shares, outstanding
on the date hereof as described in the Reports and Other Written Information, as
such  terms are  defined  in the  Subscription  Agreement  (which  agreement  is
incorporated  herein by this  reference);  [(i), and (ii) above, are hereinafter
referred to as the "Existing Option  Obligations"] for a consideration less than
the Maximum Base Price that would be in effect at the time of such issue,  then,
and thereafter  successively  upon each such issue, the Maximum Base Price shall
be reduced as  follows:  (i) the  number of shares of Common  Stock  outstanding
immediately prior to such issue shall be multiplied by the Maximum Base Price in
effect at the time of such issue and the product shall be added to the aggregate
consideration,  if any,  received by the Borrower  upon such issue of additional
shares of Common  Stock;  and (ii) the sum so  obtained  shall be divided by the
number of shares of Common Stock  outstanding  immediately after such issue. The
resulting  quotient  shall be the  adjusted  conversion  price.  Except  for the
Existing  Option  Obligations,  the  issuance of any  security  of the  Borrower
carrying  the right to convert such  security  into shares of Common Stock or of
any  warrant,  right or option  to  purchase  Common  Stock  shall  result in an
adjustment to the Maximum Base Price upon the issuance of shares of Common Stock
upon exercise of such conversion or purchase rights.

         (d) During  the  period the  conversion  right  exists,  Borrower  will
reserve from its  authorized  and unissued  Common Stock a sufficient  number of
shares to provide for the issuance of Common Stock upon the full  conversion  of
this Note. Borrower represents that upon issuance,  such shares will be duly and
validly issued, fully paid and non-assessable. Borrower agrees that its issuance
of this Note shall  constitute  full  authority  to its  officers,  agents,  and
transfer  agents who are charged  with the duty of executing  and issuing  stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the conversion of this Note.

         2.2 Method of  Conversion.  This Note may be converted by the Holder in
whole or in part as  described  in Section  2.1(a)  hereof and the  Subscription
Agreement.  Upon partial conversion of this Note, a new Note containing the same
date and  provisions  of this Note shall be issued by the Borrower to the Holder
for the  principal  balance of this Note and interest  which shall not have been
converted or paid.

                                   ARTICLE III

                                EVENT OF DEFAULT

         The  occurrence  of any of the following  events of default  ("Event of
Default") shall, at the option of the Holder hereof,  make all sums of principal
and  interest  then  remaining  unpaid  hereon  and all  other

                                       3
<PAGE>

amounts  payable  hereunder  immediately  due and payable,  all without  demand,
presentment  or notice,  or grace  period,  all of which  hereby  are  expressly
waived, except as set forth below:

         3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of principal or interest hereon when due and such failure  continues
for a period of ten (10) days.

         3.2 Breach of Covenant.  The Borrower breaches any material covenant or
other  term or  condition  of this Note and such  breach,  if  subject  to cure,
continues  for a period of seven (7) days after  written  notice to the Borrower
from the Holder.

         3.3   Breach  of   Representations   and   Warranties.   Any   material
representation  or warranty of the  Borrower  made herein,  in the  Subscription
Agreement  entered into by the Holder and Borrower in connection with this Note,
or in any agreement,  statement or certificate  given in writing pursuant hereto
or in connection therewith shall be false or misleading.

         3.4 Receiver or Trustee.  The Borrower shall make an assignment for the
benefit of creditors,  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         3.5 Judgments.  Any money judgment, writ or similar final process shall
be entered or filed against  Borrower or any of its property or other assets for
more than  $50,000,  and shall  remain  unvacated,  unbonded  and unstayed for a
period of forty-five (45) days.

         3.6 Bankruptcy. Bankruptcy,  insolvency,  reorganization or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower.

         3.7 Delisting.  Delisting of the Common Stock from any Principal Market
or such  other  principal  exchange  on which the  Common  Stock is  listed  for
trading,  Borrower's  failure to comply  with the  conditions  for  listing on a
Principal Market on which the Common Stock is listed or traded,  or notification
from such  Principal  Market  that the  Borrower is not in  compliance  with the
conditions for such continued listing on the Principal Market.

         3.8 Concession. A concession by the Borrower or a default under any one
or more obligations in an aggregate monetary amount in excess of $50,000.

         3.9 Stop Trade. An SEC stop trade order or NASDAQ trading suspension.

         3.10 Failure to Deliver  Common Stock or Replacement  Note.  Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by this  Note  and  Section  9 of the  Subscription  Agreement,  or if
required a replacement Note.

         3.11 Registration  Default. The occurrence of a Non-Registration  Event
as described in Section 10.4 of the Subscription Agreement.

                                       4
<PAGE>

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 Failure or Indulgence  Not Waiver.  No failure or delay on the part
of Holder  hereof in the  exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

         4.2 Notices.  Any notice herein required or permitted to be given shall
be in writing and may be  personally  served or sent by fax  transmission  (with
copy sent by regular, certified or registered mail or by overnight courier). For
the purposes hereof, the address and fax number of the Holder is as set forth on
the first page  hereof.  The  address  and fax number of the  Borrower  shall be
Commercial  Concepts,  Inc., 324 South 400 West,  Suite B, Salt Lake City,  Utah
84101,  telecopier number:  (801) 328-0542.  Both Holder and Borrower may change
the  address  and fax  number  for  service by service of notice to the other as
herein  provided.  Notice of  Conversion  shall be deemed given when made to the
Company pursuant to the Subscription Agreement.

         4.3 Amendment Provision.  The term "Note" and all reference thereto, as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented.

         4.4 Assignability. This Note shall be binding upon the Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder.

         4.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof  reasonable costs of collection,  including
reasonable attorneys' fees.

         4.6  Governing  Law.  This Note shall be governed by and  construed  in
accordance  with the laws of the State of New York. Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement  shall  be  brought  only in the  state  courts  of New York or in the
federal courts located in the state of New York. The Borrower, and, by accepting
this Note, the Holder and the individual signing this Agreement on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's fees and costs.

         4.7  Maximum  Payments.  Nothing  contained  herein  shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

         4.8  Prepayment.  This Note may not be paid prior to the Maturity  Date
without  the  consent  of the  Holder  except as set  forth in the  Subscription
Agreement.

                                       5
<PAGE>

         IN WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its
name by its Chief Executive Officer on this 20th day of July, 2000.

                                               COMMERCIAL CONCEPTS, INC.


                                               By:/s/ George E. Richards, Jr.
                                                  ---------------------------


                                       6
<PAGE>

                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)


         The  undersigned  hereby elects to convert  $_________ of the principal
and  $_________ of the interest due on the Note issued by  COMMERCIAL  CONCEPTS,
INC.  on  _______________,  2000  into  Shares  of  Common  Stock of  COMMERCIAL
CONCEPTS,  INC. (the  "Company")  according to the  conditions set forth in such
Note, as of the date written below.

Date of Conversion:____________________________________________________________

Conversion Price:______________________________________________________________

Shares To Be Delivered:________________________________________________________

Signature:_____________________________________________________________________

Print Name:____________________________________________________________________

Address:_______________________________________________________________________



                                       7