PROMISSORY NOTE

$900,000                                                    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 MIG LLC, a North
Carolina limited  liability  company or permitted assigns as defined herein (the
"Payee") at 209 Wexford Place, Burlington, North Carolina 27215, Attn: Mrs. Gira
Choksi,  or such  other  location  as the Payee may in  writing  designate,  the
principal sum of Nine Hundred Thousand Dollars ($900,000).

     The Maker  hereby  promises  to pay said sum plus  interest  at the rate of
twelve  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.
Until paid in full,  no  dividends  shall be paid by the Maker  unless an amount
equal to fifty  percent  (50%) of any  dividends  proposed for payment  shall be
first applied hereunder as a Note repayment.

     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  anytime  without  penalty  all or any part of the
principal amount outstanding hereunder. 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.

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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.


                                      * * *

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

                                                     MAKER:

                                                     GPEH CORP.



                                                     By: /s/ Wayne Coverdale
                                                        ------------------------
                                                        Wayne Coverdale
                                                        President


ACCEPTED:
---------

MIG LLC

By: /s/ Gira Choksi
   ------------------
   Gira Choksi
   Managing Member