PROMISSORY NOTE

$100,000                                                    As of April 15, 2003
                                                      Wilmington, North Carolina


     For Value  Received GPEH Corp.,  a Delaware  corporation  and its successor
corporate  entities (the "Maker"),  hereby promises to pay to Wayne Coverdale or
permitted  assigns  as  defined  herein  (the  "Payee")  at  3212  Wickford  Dr.
Wilmington.  North  Carolina  28409,  or such other location as the Payee may in
writing designate, the principal sum of One Hundred Thousand Dollars ($100,000).

     The Maker hereby  promises to pay the  principal  sum plus  interest at the
rate of  sixteen  percent  (12%)  per  annum in equal  monthly  installments  of
principal and interest over a period of two (2) years with the first payment due
February 20, 2004, or as otherwise  mutually  agreed in writing by the Maker and
Payee hereof.

     Upon the  occurrence  and  continuation  of default  in the  payment of any
amount when due, the Payee may declare the principal hereof and accrued interest
thereon to be forthwith due and payable upon demand.

     The Maker may  prepay at any time  without  penalty  all or any part of the
principal amount  outstanding.  Any prepayment shall first be applied to accrued
interest and then to principal.

     This Note may not be transferred or assigned by Payee,  except to permitted
assigns,  defined  herein  as  limited  liability  companies  or other  business
entities that, at the time of transfer or assignment, are directly or indirectly
wholly-owned by or related business entities to Payee.

     The Maker hereof  hereby  waive  presentment,  demand,  notice of dishonor,
protest  and all other  demands  and notices in  connection  with the  delivery,
acceptance, performance and enforcement of this Note.

     This Note shall constitute a secured obligation of the Maker and shall rank
equal in right of payment with other notes issued by the Maker on April 15, 2003
but shall be  subordinated  to any  debenture or other form of debit  instrument
issued to raise  money for the payment  due on the  Purchase of the  Kenansville
plant.

     This Note is governed by and is to be construed  under the internal laws of
the State of North  Carolina,  and the Payee or any assignee of Payee shall have

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the right to  commence  any action or  proceeding  to  enforce  this Note in the
courts of general  jurisdiction  of the State of North Carolina or in the United
States  District Court for the District of North  Carolina.  The Maker agrees to
and hereby does submit to the jurisdiction of any court so selected.

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     This Note is governed by and is to be construed  under the internal laws of
the State of North  Carolina,  and the Payee or any  assignee of the Payee shall
have the right to commence any action or  proceeding to enforce this Note in the
North Carolina courts of general  jurisdiction of the State of North Carolina or
the North  Carolina  Federal  District  Court.  The Maker  agrees to and  hereby
submits to the jurisdiction of any court so selected.

     This agreement supercedes any other agreement between the Parties and their
affiliated companies.

     In Witness Whereof,  Maker has executed,  delivered and sealed this Note as
of the date set forth above.

                                                     MAKER:

                                                     GPEH CORP.



                                                     By: /s/ Moez Nagji
                                                        ------------------------
                                                        Moez Nagji
                                                        CFO


ACCEPTED:
---------


By: /s/ Wayne Coverdale
   ----------------------
   Wayne Coverdale
   Managing Member