PROMISSORY NOTE

-CREDIT  LINE-
$  750,000                                                   JANUARY  15,  1999

     FOR  VALUE RECEIVED, the undersigned, Sharp Technology, Inc. (the "Maker"),
promises  to  pay  to the order of George Sharp or his assigns (the "Payee"), at
such  place  as  Payee  may  designate in writing, in lawful money of the United
States  of  America and in immediately available funds, the principal sum of the
then  outstanding balance drawn on this credit line with interest at the rate of
ten  percent  (10%)  per  annum

     As  a  measure  of opportunity lost, Maker shall pay the difference between
the  amount  Payee sold his Citadel stock and the six month average market price
(average  market  price  to  be  calculated  by using the six months immediately
preceding  the  stock  sell)  as published by the Nasdaq Bulletin Board exchange
("opportunity  lost").  This  amount  shall  be  added  into  the principal sum.

     MAKER  SHALL PAY THE PRINCIPAL AND INTEREST DUE ON THIS LINE AT THE PAYEE'S
DEMAND.

     This note possesses a revolving or draw feature. Maker shall be entitled to
borrow  up to the full principal amount of the Note from time to time during the
term  of  the  Note.

     The  unpaid  principal  balance of this Note at any time shall be the total
amounts  loaned  or  advanced  hereunder by the holder hereof plus the amount of
opportunity  lost,  less the amount of payments or prepayments of principal made
hereon  by or for the account of Maker.  Maker covenants that all advances shall
be  used  for working capital and other expenditures for Maker's business. Maker
shall  have  the  right  to  prepay  this Note, in whole or in part, at any time
without  penalty.

     The  entire  unpaid principal balance of this Note shall immediately become
due  and  payable,  at the option of Payee, upon the occurrence of either of the
following events of default (each, and "event of Default"): (a) Failure by Maker
to  pay all interest or principal hereunder as and when the same becomes due and
payable  in  accordance with the terms hereof, or (b) failure by Maker to comply
with  any other covenant hereunder and such failure continues for three (3) days
after  written  notice  of  such  failure.


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     In  the  event  an  Event of Default specified above shall occur, Payee may
proceed  to protect and enforce its rights by suit in equity and/or by action at
law  or  by  other appropriate proceedings, including the sale or disposition of
the  collateral  securing  this  Note.  No  delay  on  the  part of Payee in the
exercise  of  any  power  or  right  under  this  Note,
or  under  any  other  instrument  executed  pursuant thereto shall operate as a
waiver
thereof,  nor  shall  a  single  or partial exercise of any other power or right
preclude  further  exercise  thereof.  Notwithstanding  anything to the contrary
contained  herein,  if  an Event of Default shall occur, all payments thereafter
made  hereunder  shall  be  applied,  at  the option of Payee, first to costs of
collection,  and  then  to  principal.

     It is hereby specially agreed that if this Note is placed into the hands of
an  attorney  for  collection,  or  if  proved, established, or collected in any
court,  Maker agrees to pay to Payee an amount equal to all expenses incurred in
enforcing  or  collecting  this  Note,  including  court  costs  and  reasonable
attorney'  fees.

     Except  for  the  notice  expressly provided herein, the undersigned hereby
waives  presentment for payment, notice of nonpayment, demand, notice of demand,
protest,  notice  of protest, diligence in collection, grace and without further
notice  hereby  consents  to  renewals,  extensions,  or partial payments either
before  or  after  maturity.

     All  agreements  between Maker and Payee, whether now existing or hereafter
arising  and  whether  written  or  oral,  are  expressly  limited so that in no
contingency  or event whatsoever shall the amount paid, or agreed to be paid, to
Payee  hereof  for  the  use,  forbearance, or detention of the money advance to
Maker, or for the performance or payment on any covenant or obligation contained
herein,  exceed the maximum amount permissible under applicable federal or state
law.
If, from any circumstance whatsoever, fulfillment of any provision hereof at the
time  performance  of such provision shall be due shall involve transcending the
limit  of  validity prescribed by law, then the obligation to be fulfilled shall
be  reduced  to  the  limit  of such validity, and if from any such circumstance
Payee shall ever receive as interest under this Note or otherwise an amount that
would  exceed  the  highest  lawful  rate,  such  amount that would be excessive
interest  shall  be applied to the reduction of the principal amount owing under
this  Note  and  not  to  the payment of interest or, if such excessive interest
exceeds the unpaid principal balance of this Note, such excess shall be refunded
to  Maker.

     All  sums  paid  or agreed to be paid to Payee for the use, forbearance, or
detention of the indebtedness evidenced hereby shall, to the extent permitted by
applicable  law,  be  amortized,  prorated, allocated, and spread throughout the
full  term of such indebtedness until payment in full so that the actual rate of
interest  on  account  of  such  indebtedness  is  uniform throughout there term
thereof.  The  terms  and provisions of this paragraph shall control every other
provision  of  all  agreements  Maker  and  Payee.

     In  the  event  any provision of this Note is ruled by a court of competent
jurisdiction  to  be  invalid  or  illegal, then, and in that event the affected
provision  shall be deemed to be stricken from this Note and the balance of this
Note  shall  remain  intact  and  in  full  force  and  effect.

This Note is being executed and delivered and is intended to be performed in the
State  of  Texas  and  shall  be  construed  and enforced in accordance with and
governed  by  the laws of the State of Texas (except that V.T.C.A., Finance Code
Sec.346.001,  et  seq.,  which  relates  to  certain revolving loan accounts and
revolving tri-party accounts shall not apply to the loan evidenced by this Note)
and  applicable  federal  law.

     EXECUTED  on  this  15th  day  of  October,  1998.
                         ----

MAKER:

     /s/  George  Sharp
------------------------------------
By:   Geroge Sharp
For:  Sharp Technology, Inc.
Its:  CEO, President, and Secretary


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