PROMISSORY NOTE
                                 ---------------

$300,000                                                    As of April 15, 2003
                                                            Wilmington, Delaware


     FOR VALUE  RECEIVED,  GPEH Corp., a Delaware  corporation and any successor
business  entities  (the  "Maker"),  hereby  promises  to pay to  GOVA & CO.,  a
Canadian Company,  or permitted assigns as defined herein (the "Payee"),  at 180
Old Yonge Str.,  Toronto ON M2P1P9,  or such other  location as the Payee may in
writing designate, the principal sum of TREE HUNDRED THOUSAND ($300,000.00).  If
not sooner paid,  the entire unpaid  principal  balance  hereof shall be due and
payable one year from the date hereof (the "Maturity Date").

     The Maker hereby  further  promises to pay  interest  monthly on the unpaid
principal  balance  hereof at a fixed rate of 10% per annum.  Interest  shall be
calculated and compounded  monthly on the unpaid principal  balance and shall be
payable  on the 15th day of each  month  until the  Maturity  Date when the full
principal balance shall become due and payable plus accrued interest.

     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
hereon to be forthwith due and payable upon demand.

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

     This Note may not be  transferred  in whole or in part except as designated
in writing to Maker by Payee prior to any transfer ("Permitted Assigns").

     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

<PAGE>

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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<PAGE>

                                      * * *

     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:
---------

PAYEE:
------




BY: /s/ Zool Gova
   -----------------
   Zool Gova
   Gova & Co.



















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