NEGOTIABLE PROMISSORY NOTE AND AGREEMENT
                   ----------------------------------------

June__, 2004
Promissory Note for $130,477.17


                                    RECITALS

     Allcom  USA, Inc. ("Obligor") acknowledges and agrees that (a) Obligor owes
                         -------
to  Qwest  Communications  Corporation  ("Qwest" or "Holder") $130,477.17, which
                                          -----
amount represents amounts due and owing by Obligor to Qwest throughout the April
2004  Qwest invoice to Obligor, less any payments Obligor may have made prior to
May  17,  2004; (b) Qwest has the right to immediate payment of most, if not all
of  this  amount;  and  (c)  the  agreements  and other covenants contained this
Negotiable  Promissory Note and Agreement (the "Note"), including the obligation
to  pay  and  the  obligations in Section 3 hereof, are made in consideration of
Qwest's agreement not to demand immediate payment of such Principal.

                                    AGREEMENT

     1.     Payment of Principal.  Obligor hereby absolutely and unconditionally
            --------------------
promises  to  pay to the order of Qwest or its assigns, at its office located at
1801  California  Street, Denver, Colorado (or at such other place as the Holder
may  designate  by  written  notice to Obligor from seventy-seven dollars and 17
cents  ($130,477.17)  (the  "Principal"). Subject to earlier payment pursuant to
                             ---------
Section 2 hereof, Principal is payable as follows: full payment shall be made on
or before November 24, 2004.

     2.     Acceleration Upon Default.  The Holder may declare the entire unpaid
            -------------------------
principal  amount  of  this  Note to be immediately due and payable upon written
demand,  at  the Holder's election in its sole discretion, if any one or more of
the following events of default (each, an "Event of Default") shall occur:

          (a)     Bankruptcy, etc. Of Obligor. (i)   Obligor  shall commence any
                  ---------------------------
case,  proceeding  or  other  action (A) under any existing or future law of any
jurisdiction,  domestic  or  foreign,  relating  to  bankruptcy,  insolvency,
reorganization  or other relief of debtors,  seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or  seeking  reorganization,  arrangement,  adjustment, winding-up, liquidation,
dissolution,  composition  or  other  similar  relief  with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, conservator, custodian
or  other  similar  official  for  it  or for all or any substantial part of its
assets,  or  Obligor  shall  make  a  general  assignment for the benefit of its
creditors (collectively, "Proceeding"); or (ii) there shall be commenced against
                          ----------
Obligor  any  Proceeding  of  a nature referred to in clause (i) above which (A)
results  either  in  the  entry  of a judgment, decree or other order for relief
("Order")  or  an  appointment  and  any  such  Order  or  appointment  remains
  -----
undismissed  in a manner reasonably satisfactory to Holder ("Undismissed") for a
                                                             -----------
period  of 60 days; the foregoing shall include the commencement against Obligor
of  any  Proceeding  seeking  issuance  of  a warrant of attachment, execution,
distraint  or  similar process against all of any substantial part of its assets
which  results  in  the  entry  of  an


<PAGE>
Order  for  any  such  relief  which  remains Undismissed in a manner reasonably
satisfactory  to  Holder  for  60  days;  or  (iii)  Obligor  takes  any  action
substantially in furtherance of or expressly indicating its consent to, approval
of or acquiescence in, any of the acts set forth in clause (i) or (ii) above; or
(iv) Obligor shall generally not be able to, or shall expressly admit in writing
its  inability  to,  pay  its  debts  as  the  become  due;

          (b)     Covenants. Obligor  breaches  or  otherwise defaults in any of
                  ---------
its covenants or other agreements under this Note and such breach or the default
shall  not  be cured  within ten days of notice from Qwest provided that no such
notice  shall  be required in respect of a failure to timely pay Principal under
this  Note  or  in  respect  of any  other Event of Default provided for in this
Section  2;

          (c)     Assertion.  Obligor or any of its representatives asserts that
                  ---------
any  provision  of  this Note is not enforceable in accordance with its terms in
any  material  respect.

          (d)     Representations.   Any  representation  or  warranty  made  by
                  ---------------
Obligor  herein proves to have been incorrect in any material respect when made;

          (e)     Judgment.  One or more judgments or decrees is entered against
                  --------
Obligor  involving  in  the  aggregate a liability of $10,000 or more and(i) all
such  judgments  or  decrees  shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof or (ii) the judgment
creditors  with  respect  to such judgments or their successors or assigns shall
have  commenced enforcement proceedings, except for enforcement proceedings that
shall  have  remained stayed within 10 days after commencement, without any such
enforcement in any material respect being effected: or

          (f)     Sale  of  Substantially  All  of  its  Assets.  Obligor sells,
                  ---------------------------------------------
pledges,  mortgages,  otherwise  encumbers,  otherwise  disposes of or otherwise
transfers,  all  or  substantially all of its assets, or agrees to do any of the
foregoing.

     3.     Forbearance Agreements; Releases.
            --------------------------------

          (a)     Acknowledgments of Defaults and No Right to Services.  Obligor
                  ----------------------------------------------------
acknowledges  and agrees that Obligor owes Qwest the sum identified in this Note
and  that  a  substantial  part  of  that  sum  is  past  due.  Obligor  further
acknowledges that Qwest is entitled under the contract between Obligor and Qwest
to  disconnect and terminate any and all telecommunications services provided by
Qwest  to  Obligor  (the  "Services") if Obligor fails to pay past due balances.
                           --------
Obligor  acknowledges  and  agrees  that,  (i)  should Obligor fail to make full
payment  under this Note, Qwest is entitled immediately thereafter to disconnect
and  terminate  Services  to Obligor, (ii) in such an event, Qwest would have no
obligation  to continue to provide any services to Obligor, and (iii) in such an
event,  Obligor  would  have  no  right  to request, compel or demand that Qwest
continue to provide the Services. Nothing in these acknowledgements or this Note
shall  impact  or  affect Qwest's rights under its contract with Obligor to take
action (including termination of Services) for nonpayment of additional past due
balances  not  covered  in  this  Note.

          (b)     Release  by  Obligor.  By  execution  of  this  Note,  Obligor
                  --------------------
acknowledges and agrees that it does not have any offsets, defenses or claims of
any  kind  or  nature  against  Qwest,


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<PAGE>
or  any  of  its  officers,  agents,  directors of employees whether asserted or
unasserted,  known  or unknown, arising out of or otherwise related to this Note
or  the  subject matter of this Note. However, to the extent that it may have or
does  have  any  such offsets, defenses of claims, the Obligor for itself hereby
releases  and  discharges  and shall cause each of its respective successors and
assigns,  parents,  subsidiaries,  affiliates,  and predecessors ( and, in their
capacity  as such, their respective present and former employees, attorneys, and
agents)  (collectively  "Obligor Parties") as applicable, to forever release and
                         ---------------
discharge,  Qwest, its successors and assigns, subsidiaries, affiliates, (and in
their capacity as such, their respective present and former officers, directors,
employees,  agents,  attorneys)  and  both present and former (collectively, the
"Qwest Parties") of and from any and all manner of action and actions, cause and
 -------------
causes  of actions, suits, debts, controversies, damages, judgments, executions,
claims  and  demands  of  any  kind  or nature, asserted or unasserted, known or
unknown  in  law  or  in  equity  which against Qwest Obligor and/or any Obligor
Party,  both  present  and former, ever had or now has, upon or by reason of any
manner,  cause,  causes  or  thing  whatsoever including without limitation, any
presently existing claim of defense whatsoever including without limitation, any
presently  existing  claim  or  defense  whether  or  not  presently  suspected,
contemplated  or  anticipated, arising out of or otherwise related to this Note.

          (c)     Partial Payments.  Any partial payments made by Obligor or any
                  ----------------
other  party  on  Obligor's  behalf  and accepted by Qwest will not constitute a
waiver  of  any default or of any other right held by Qwest. Except as otherwise
modified  of  amended  by  this Note, all of the terms of all agreements between
Obligor or any one of them and Qwest shall remain in full force and effect.

     4.     Relief from Automatic Stay.  If  any  Event of Default under Section
            --------------------------
2(a) hereof occurs, then, (whether Qwest accelerates the obligations hereunder),
subject  to  court  approval,  Qwest shall thereupon be entitled to, and Obligor
irrevocably  consents  to, relief from the automatic stay imposed by Section 362
of  the  Bankruptcy Code, or otherwise, on or against the exercise of the rights
and remedies otherwise available to Qwest, and Obligor hereby irrevocably waives
its  rights  to  object  to  such  relief.

     5.     Costs and Expenses. No Set-Off: Allocation.
            ------------------------------------------

          (a)     Costs and Expenses. Obligor agrees to pay all future costs and
                  ------------------
expenses  including  without limitation, reasonable attorneys' fees, incurred or
payable  by the Holder in enforcing any provision of the Note including, without
limitation,  respecting the collection of any and all amounts payable under this
Note.

          (b)     No Set-Off.  Obligor acknowledges that its obligations to make
                  ----------
payments hereunder are absolute and unconditional, and agrees that such payments
shall  not be requested to be, and shall not be, subject to any defense, set-off
or  counterclaim  of  any  kind  or  nature,  or any other action similar to the
foregoing.

          (c)     Payments.  All  payments made in respect of this Note shall be
                  --------
made  in  lawful  money  of  the  United  States  of  America and in immediately
available  funds.

     6.     Representations. Qwest and Obligor each represent and warrant to the
            ---------------
other that (a) it is a corporation duly organized and validly existing under the
laws  in which it was incorporated; (b) it has the corporate power and corporate
authority  to,  and  has  obtained  all


                                        3
<PAGE>
necessary  corporate  authorizations to, execute, deliver and perform this Note;
(c)  this  Note  has  been duly and validly executed and delivered by a properly
authorized  representative  of  such Party and is enforceable in accordance with
its terms; (d) the execution, delivery and the performance of this Note does not
violate,  cause  a  breech  or  default  under  or  otherwise  conflict with any
agreement  or  contract,  or any decree, judgment or other order, of any kind or
nature  to which such Party is a party, subject or bound; and 9e) the execution,
delivery  and performance of this Note on such Party's part shall not require it
to  obtain  the  approval  of, make any filing with or provide any notice to any
governmental  authority  of  any  kind  of  nature.

     7.     Miscellaneous.
            -------------

          (a)      Entire Agreement: Binding Effect.  This  Note constitutes the
                   --------------------------------
entire  and final agreement among the parties with respect to the subject matter
hereof  and  there  are  no  agreements,  understandings,  warranties  or
representations  between  Qwest  and  Obligor with respect to the subject matter
hereof  except as set forth herein. This Note will inure to the benefit and bind
the  successors  and  permitted  assigns  of  Obligor  and  Qwest..

          (b)      Rights and Remedies. Qwest shall have all rights and remedies
                   -------------------
provided for by any law of any kind ( including all forms of legal and equitable
relief)  with  respect  to  any  acceleration  or  any  other  breech or default
hereunder  and  Qwest  shall  in  addition  have  any  other rights and remedies
provided for in this Note. All rights and remedies contemplated in the preceding
sentence  shall  be independent and cumulative, and may, to the extent permitted
by  law,  be  exercised  concurrently or separately, and the exercise of any one
right or remedy shall not be deemed to be an election of such right or remedy or
the preclude or waive the exercise of any other right of remedy.

          (c)     Severability. If any provision of this Note or the application
                  ------------
thereof to any person(s) or circumstance(s) shall be invalid of unenforceable to
any extent, (i) the remainder of this Note and the application of such provision
to other persons or circumstance(s) shall not be affected thereby; and (ii) each
such  provision  shall, as to such person or circumstances as to which it is not
unenforceable in full, be enforced to the greatest extent permitted by law.

          (d)     Amendments, Pronouns, No Waiver, Successors  and  Assigns.  No
                  ---------------------------------------------------------
amendment,  modification,  recision,  waiver,  forbearance  or  release  of  any
provision  of  this  Note  shall  be valid or binding unless made in writing and
executed  by  a  duly  authorized  representative  of Obligor and the Holder. No
consent  or  waiver,  express  or  implied, by the Holder to or of any breach by
Obligor  in  the  performance by it of any of its obligations hereunder shall be
deemed  or  construed  to  be  a  consent  to  or  waiver  or  the breach in the
performance of the same or any other obligation of Obligor hereunder. Failure on
the part of the Holder to complain of any act or failure to act by Obligor or to
declare Obligor in breach irrespective of how long such failure continues, shall
not  constitute  a  waiver  by  the  Holder  of any of its rights hereunder. All
consents  and  waivers  shall  be  in  writing.  All of the terms, covenants and
conditions contained in this Note shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, provided that
Obligor's  obligations  hereunder may be not be delegated to any other person or
entity  without  the  prior  consent  of Qwest and any such attempted delegation
without  such  consent  shall  be  void.


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<PAGE>
          (e)      Governing Law Notices.  This  Note, including the performance
                   ---------------------
and enforceability hereof, shall be governed by and construed in accordance with
the laws of the State of Colorado, without regard to the principles of conflicts
of  law.  Obligor  hereby  submits  itself and its property to the non-exclusive
general  jurisdiction  of  the  federal and state courts located in the State of
Colorado,  and waives any objection ( on the grounds of lack of jurisdiction, or
forum  non conveniens or otherwise) to the exercise of such jurisdiction over it
---------------------
by any federal of state court in the State of Colorado.

          (f)     Notices. Any notice, demand or other communication required or
                  -------
permitted to be given by any provision of this Note shall be made in writing and
delivered  by  an overnight courier service that provides signed acknowledgement
of  receipt  or  by  first class U.S. Mail return receipt requested, directed as
follows::

<TABLE>
<CAPTION>
<S>                                 <C>
To Qwest:

Steven Hansen
Qwest Services Corporation
1801 California Street, 24th Floor
Denver, CO


To Obligor:

UC Hub                              10390 Commerce Centre Drive Suite 250
----------------------------------
By Larry Wilcox                     Rancho Cucamonga, Ca 91730
----------------------------------
Pres
----------------------------------
</TABLE>

          (g)     Headings.   All  headings  contained  in  this  Note  are  for
                  --------
reference purposes only and are not intended to affect in any way the meaning or
interpretation  of  this  Note.

          (h)     Voluntary Agreement.  Obligor  represents and warrants that it
                  -------------------
is  represented  by  legal  counsel  of  its choice, is fully aware of the terms
contained in this Note and has voluntarily and without coercion or duress of any
kind  entered  into  this  Note.

          (i)     Negation of Partnership.  Nothing  contained in this Note will
                  -----------------------
be deemed to create a partnership of joint venture between Obligor and Qwest, or
to  cause  Qwest  to  be  a  liable  or  responsible in any way for any actions,
liabilities or debts of any kind or nature of Obligor.

     B.   WAIVER OF JURY TRIAL. OBLIGOR KNOWINGSLY, VOLUTARILY AND INTENTIONALLY
          --------------------
WAIVES  ANY  RIGHT IT MAY HAVE OR HEREAFTER HAS TO A TRIAL BY JURY IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR OTHERWISE RELATING TO THIS NOTE
OR  THE  NOTICE  OBLIGOR  CERTIFIES  THAT  NEITHER  QWEST  NOR  ANY  OF  ITS
REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
QWEST


                                        5
<PAGE>
WOULD NOT IN THE EVENT OF ANY SUCH SUIT, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO
TRIAL BY JURY.

                           [signature page to follow]
                           --------------------------


                                        6
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed and delivered this Note
as of the day and year first above written.

WITNESS:                           UNITED COMMUNICATIONS HUB, INC.

                                   By: /s/ Larry Wilcox
                                      -----------------------------
                                   Name: Larry Wilcox
                                        ---------------------------
                                   Title: Pres
                                         --------------------------

                                   QWEST COMMUNICATIONS CORPORATION


                                   By:
                                      -----------------------------
                                   Name:
                                        ---------------------------
                                   Title:
                                         --------------------------


                                        7