FORM OF UNSECURED PROMISSORY NOTE

$178,571.50                                                     TULSA, OKLAHOMA
                                                              February 23, 2001


         FOR VALUE RECEIVED,  ________________  ("Borrower")  hereby promises to
pay to the order of LEXON,  INC.  ("Holder") the principal amount of ONE HUNDRED
SEVENTY-EIGHT   THOUSAND   FIVE   HUNDRED   SEVENTY-ONE   and   50/100   Dollars
($178,571.50), plus interest, as provided herein.

         1. Maturity. This Note shall be paid on or before February 23, 2008.

         2. Interest Rate. Only the unpaid principal  balance of this Note shall
bear interest at the rate of eight  percent (8%) per annum.  Upon and during the
continuation of an event of default,  the unpaid principal  balance of this Note
shall bear interest at the default rate of twelve  percent (12%) per annum until
paid.

         3. Maximum Interest Rate.  Notwithstanding any provision herein, Holder
shall never be  entitled to receive,  collect or apply as interest on any amount
owed  hereunder  any amount in excess of the  maximum  lawful  rate of  interest
permitted  to be charged by any  applicable  law. In the event Holder shall ever
receive,  collect  or apply as  interest  any  amount in  excess  of any  amount
permitted to be received under  applicable law, all such excess amounts shall be
applied as of the date  received to the  reduction  of the  principal  amount of
indebtedness hereunder. After payment of the indebtedness in full, all remaining
excess  amounts  paid  shall  forthwith  be  returned  within  five  (5) days to
Borrower.

         4. Permissive  Prepayment.  This Note and all  indebtedness  arising in
connection herewith may be prepaid at any time and from time to time in whole or
in  part  by  Borrower  without  premium,  penalty  or  other  charges  or  fees
whatsoever.

         5. Collateral. The indebtedness evidenced by this Note is unsecured.

         6. Events of Default.  At the option of Holder,  this Note shall become
immediately  due and payable upon the occurrence and during the  continuation of
the following events of default:

               (a) Borrower fails to pay  principal  or interest due and owing
          under this Note; or

               (b) Borrower shall:

                    (1)  Be adjudicated as bankrupt or insolvent; or

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                    (2)  Admit  in  writing  his  inability  to  pay  his  debts
                         generally as they become due; or

                    (3)  Apply for or consent to the  appointment of a receiver,
                         trustee, or liquidator of it or of all or substantially
                         all of his assets; or

                    (4)  File a voluntary  petition in  bankruptcy or a petition
                         or an answer seeking  reorganization  or an arrangement
                         with  creditors or take  advantage of or seek any other
                         relief    under   any    bankruptcy,    reorganization,
                         rearrangement, debtor's relief, or other insolvency law
                         now or hereafter existing; or

                    (5)  File an answer  admitting the material  allegations of,
                         or  consenting  to,  or  failure  to  answer  timely  a
                         petition   filed   against   it  in   any   bankruptcy,
                         reorganization,   rearrangement,  debtor's  relief,  or
                         other insolvency proceedings; or

                    (6)  Institute  or  voluntarily  be or become a party to any
                         other  judicial   proceedings   intended  to  effect  a
                         discharge of all or substantially  all of his debts, in
                         whole or in part, or a postponement  of the maturity or
                         the collection  thereof,  or a suspension of any of the
                         rights or powers granted hereby; or

               (c) An order,  judgment,  or decree shall be entered by any court
          of competent  jurisdiction approving a petition seeking reorganization
          of Borrower  or  appointing  a receiver,  trustee,  or  liquidator  of
          Borrower or of all or substantially all of his assets, and such order,
          judgment, or decree is not permanently stayed or reversed within sixty
          (60) days after entry thereof, or a petition is filed against Borrower
          seeking  reorganization,  an arrangement with creditors,  or any other
          relief under any bankruptcy,  reorganization,  rearrangement, debtor's
          relief,  or other insolvency law now or hereafter  existing,  and such
          petition  is not  discharged  within  sixty (60) days after the filing
          thereof.

         If one or more events of default shall occur and be  continuing,  after
the expiration of any grace or curative period provided  herein,  Holder may, at
his option,  declare the entire  indebtedness  arising hereunder due and payable
and may proceed to protect and enforce any and all rights to enforce  payment of
all indebtedness arising hereunder at law or in equity. All rights, remedies and
powers conferred upon Holder herein shall be cumulative and not exclusive of any
other  rights,  remedies or powers.  No delay or omission to exercise any right,
remedy  or power  shall  impair  any  such  right,  remedy  or power or shall be
construed  to be a  waiver  of any  event  of  default  or any  acquiescence  or
forbearance with respect thereto.  Any right,  remedy or power granted hereunder
or  applicable  under  law or in  equity  may be  exercised  from  time to time,
independently  or  concurrently.  No waiver of any event of default shall extend
any other  subsequent  event of  default.

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No single or partial  exercise of any right,  remedy or power shall preclude the
exercise of any other right, remedy or power or the further exercise thereof.

         7.  Governing  Law.  This Note has been executed and delivered in Tulsa
County,  Oklahoma and shall be governed by and construed in accordance  with the
laws  of  the  State  of  Oklahoma.  Borrower  expressly  consents  to  personal
jurisdiction  in Tulsa  County,  Oklahoma and agrees that the courts of Oklahoma
shall have  jurisdiction  over all  proceedings in connection  herewith and that
venue is proper in Tulsa County, Oklahoma.

         8.  Severability.  In the event  any  provision  of this Note  shall be
declared by a court of competent jurisdiction to be unenforceable or invalid for
any  reason  whatsoever,  the  remaining  provisions  of this Note  shall not be
affected  thereby  and all such  remaining  provisions  shall be enforced to the
maximum extent permitted by law.

         9. Costs of Collection.  If this Note or any portion hereof is not paid
when due, after expiration of all curative periods, Borrower promises to pay all
reasonable  costs of  collection,  including but not limited to, all  reasonable
attorneys' fees, court costs and reasonable  expenses  incurred in good faith by
Holder in order to obtain prompt,  punctual and proper payment of all amounts of
indebtedness arising hereunder.

         10.  Waiver.  Holder and all other parties now or hereafter  liable for
the  payment  of  the  indebtedness  arising  hereunder,  whether  as  endorser,
guarantor,  surety  or  otherwise,  waive  demand,  presentment,   diligence  in
collecting and consent to all extensions which from time to time may be granted.

         11.  Binding  Effect.  This  Note  and  all  the  covenants,  promises,
obligations  and agreements of Borrower and all rights,  powers,  privileges and
entitlements  of Holder  shall be binding upon and inure to the benefit of their
respective successors, legal representatives, and permitted assigns.

         12.  Currency  and Place of  Payment.  All  payments of  principal  and
interest  arising in  connection  with this Note shall be paid to Holder at 8908
South Yale,  Suite 409,  Tulsa,  Oklahoma,  74137-3545 or at such other place as
Holder shall instruct Borrower in writing.


                                          By:___________________________________
                                             Borrower

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