THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO VITROCO OF AN
OPINION OF COUNSEL, SATISFACTORY TO VITROCO, THAT AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE AND THAT SUCH TRANSFER WILL NOT RESULT IN ANY
VIOLATION OF THE LAW. TRANSFER OF THE NOTES IS SUBJECT TO ADDITIONAL LIMITATIONS
CONTAINED IN THE NOTES.

                        NO. ___________$ _______________


                                     VITROCO

                                 10% NONRECOURSE
        PROMISSORY NOTE DUE DECEMBER 31, 2004 UNLESS EXTENDED BY VITROCO


Name of Registered Holder(s):

The principal sum of the Promissory Note is ______________________ Dollars (U.S.
Dollars), (the "Principal Amount").

For value received, the undersigned, Hi-Tech Environmental Products, LLC d/b/a
VitroCo, a Nevada limited liability company ("VitroCo"), promises to pay to the
Holder hereof the Principal Amount and interest as set forth herein. The
Principal Amount shall be payable on December 31, 2004 (the "Due Date" or
"Maturity Date"). THE MATURITY DATE MAY BE EXTENDED ONE TIME FOR A PERIOD OF
TWELVE (12) MONTHS PROVIDED VITROCO NOTIFIES HOLDER IN WRITING OF VITROCO'S
INTENTION TO EXTEND THE MATURITY DATE AT LEAST THIRTY (30) DAYS BEFORE THE
INITIAL MATURITY DATE. In consideration for the extension, VitroCo shall pay
Holder at the time of and with the notice all interest then accrued but unpaid
plus an advance of the interest due from the period of the notice through the
date of the initial Maturity Date.

The Principal Amount shall accrue simple interest at the rate of ten percent
(10%) per annum (based on a 365-day year and actual days elapsed) from the date
on which this Note is issued ("Current Interest") and may earn Contingent
Interest (as defined below). All Current Interest shall be payable quarterly in
arrears on or before the 10th day of the month following the last day of each
calendar quarter. This Note may be paid, in whole or in part, without premium or
penalty prior to the Maturity Date, as VitroCo in its sole discretion may
choose; however, all amounts paid from time to time by VitroCo to the Holder
shall be applied first to any accrued but unpaid Current Interest, then to
Principal and then as a credit against any accrued Contingent Interest.

VitroCo promises to pay to the Holder hereof, as additional interest on this
Note, an amount calculated as set forth hereinafter (the "Contingent Interest").
Each Holder of this Note shall receive as Contingent Interest a pro rata share
of an amount equal to seven cents ($0.07) per pound of Mineral sold, if any, by
VitroCo for the first 500,000,000 pounds sold beginning on the later of (1)
February 24, 2003 or (2) the first day of the calendar quarter in which the
subscription for this Note is accepted. "Pro rata", as it relates to each
Noteholder, shall mean a fraction, the numerator of which is the Principal
Amount of each Noteholder's loan to VitroCo and the denominator of which is Five
Million Dollars ($5,000,000). "Sold" is defined as the amount of Mineral sold in
any three (3) month calendar quarter from the operations of the Company. Mineral
shall be deemed "sold" at such time as VitroCo actually receives the proceeds of
the sale of the Mineral. The Contingent Interest amount will be based only on
the amount of pounds of the Mineral sold.


<PAGE>

Minerals subject to Contingent Interest payments consist of all products derived
from amorphous aluminosilicate and sold by VitroCo to non-affiliated third
parties. No Contingent Interest will be paid with respect to "Excluded
Minerals". For purposes hereof, "Excluded Minerals" shall consist of all sales
of Minerals outside of the ordinary course of business including but not limited
to Minerals sold: (1) pursuant to the December 31, 2001 agreement whereby
VitroCo agreed to redeem the interest of Hexon Trust in VitroCo in exchange for
(a) 200,000 pounds of processed Mineral, (b) the future transfer of 20,000,000
pounds of Mineral to be mined from an 18 acre property in Calaveras County,
California, and (c) the right to acquire 20,000,000 pounds of Mineral under
certain conditions for cost plus twenty percent (20%); (2) pursuant to the
December 2001 agreement whereby Enviro LLC agreed to redeem Mineral Equities
Trust's 52.5% membership interest in Enviro LLC in exchange for an agreement on
the part of Enviro LLC and VitroCo to mine and sell to Mineral Equities Trust
100,000,000 pounds of Mineral at VitroCo's cost plus twenty percent (20%); and
(3) to Alpha pursuant to the March 6, 2002 agreement whereby Alpha agreed to
convey to Valley Springs LLC, as successor to Alliance, all of the Mineral
rights relating to the Valley Springs Property, subject to the rights of Alpha
to acquire up to 50% of the Minerals mined from the Valley Springs Property at
cost (including certain overhead) plus five percent (5%).

CONTINGENT INTEREST, IF ANY, SHALL BE PAYABLE TO THE HOLDER QUARTERLY IN ARREARS
ON OR BEFORE THE 10TH DAY FOLLOWING THE LAST DAY OF EACH CALENDAR QUARTER. THE
PAYMENT OF CONTINGENT INTEREST SHALL CONTINUE EVEN THOUGH THE PRINCIPAL AMOUNT
OF THE NOTE HAS BEEN REPAID AND THE TIME OF THE CONTINGENT INTEREST PAYMENT IS
SUBSEQUENT TO THE MATURITY DATE OF THE NOTE.

The Principal Amount, Current Interest, and Contingent Interest on this Note are
payable in the lawful money of the United States of America at the time payment
is made. This Note is not transferable, unless the Notes are subsequently
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and qualified under applicable state Securities laws. Unless registered under
the Securities Act and qualified under applicable state Securities laws, this
Note is only transferable pursuant to an exemption therefrom, after delivery of
an opinion of counsel satisfactory to VitroCo that such registration and
qualification is not required. If the Note is transferable as provided above,
upon surrender of this Note for transfer at the office of VitroCo, VitroCo will
issue one or more new Notes of authorized denominations and for a like aggregate
principal amount to the designated transferee or transferees. No service charge
will be made for any such registration, transfer or exchange, but VitroCo may
require payment of an amount sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to presentment of a Note for
registration, transfer or exchange, VitroCo and any agent of VitroCo may treat
the person in whose name the Note is registered on the Note Register as the
owner thereof for the purpose of distributing payments of the Principal Amount,
Current Interest and/or Contingent Interest and for all other purposes, and
neither VitroCo nor any agent shall be affected by notice to the contrary.

Any person purchasing or otherwise receiving an interest in this Note is
cautioned to contact the office of VitroCo in order to determine the validity of
the transfer and the amount, if any, of accrued but unpaid Current Interest, at
any time and from time to time outstanding.


<PAGE>

This Note and the other Notes issued in connection with the Offering are
initially issuable only in registered form without coupons and in minimum
denominations of Twenty-five Thousand Dollars ($25,000) (unless VitroCo allows a
smaller denomination) or in any increments of one thousand dollars ($1,000) as
are approved by VitroCo.

This Note has been executed by an authorized representative of VitroCo, as such
representative and not individually, and the covenants and obligations contained
in this Note are not binding personally upon any of VitroCo's Members, Manager,
officers, employees, consultants, agents, attorneys, assignees, or executors of
its estate, but bind only VitroCo. No recourse shall be had for the payment of
the Principal Amount, accrued Current Interest or Contingent Interest on this
Note personally against VitroCo's Members, Manager, officers, employees,
consultants, agents, attorneys, assignees, or executors of its estate, past,
present or future as such or of any predecessor or successor of VitroCo or any
such other person whether by virtue of any statute or rule of law or equity or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance and as part of the consideration for the issuance
hereof, expressly waived and released by every Holder or owner of record.

Upon the occurrence of any of the following events, and following twenty (20)
days written notice by Holder or its representative during which period VitroCo
shall have the opportunity to cure such default, the Holders of Notes
representing more than fifty percent (50%) of the outstanding principal balance
of the Notes may declare the Principal Amount, accrued but unpaid Current
Interest and all other obligations evidenced by the Notes immediately due and
payable without further demand or notice of default, nonpayment or dishonor:

         A. VitroCo's failure to pay when due any amount under the Notes.

         B. Any warranty, representation or statement made in the Offering
Memorandum, pursuant to which VitroCo offered the Notes, or furnished in writing
to the Holders of Notes by VitroCo or on behalf of VitroCo by those authorized
by VitroCo to furnish such information, shall have been false or untrue in any
material respect when made or furnished.

         C. VitroCo shall be unable or shall admit in writing its inability to
generally pay its debts when due, or shall make a general assignment for the
benefit of creditors; or shall apply for or consent to the appointment of any
receiver, trustee or similar officer for VitroCo or for all or a substantial
part of its property; or VitroCo shall institute (by petition, application,
answer, consent or otherwise) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debts, dissolution, liquidation, or similar
proceedings relating to VitroCo under the laws of any jurisdiction, provided
such is not dismissed within ninety (90) days of the filing, or the taking of
action by VitroCo in furtherance of the foregoing.

         D. The appointment of a receiver, trustee or similar officer for
VitroCo, or for all or any substantial part of its property without the
application or consent of VitroCo, and such appointment shall continue
undischarged for a period of ninety (90) consecutive days; or any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar proceedings shall be instituted (by petition, application
or otherwise) against VitroCo and shall remain undismissed for a period of
ninety (90) consecutive days.

         E. Should VitroCo be dissolved by operation of law.

         F. Should VitroCo default in prompt and full payment or performance
when due (by acceleration or otherwise) in connection with material obligations
due a third party and such third party shall declare a default that continues
beyond any permissible cure period provided for in such arrangements with such
third party. VitroCo may elect in good faith to contest any such obligation or
such payment on, or performance of, such obligation, in which event VitroCo may
permit such item to remain unsatisfied and undischarged during the period of
such contest and appeal therefrom.


                                       11
<PAGE>

       G. If there is a breach of any other material term, covenant, or
condition of the Note.

Upon the occurrence of any event of default, the Holders shall be unsecured
creditors of VitroCo. In such event, the Holders shall have the option to
proceed in exercising their rights against VitroCo to the extent permitted by
law and may exercise their rights in any manner as may seem most expedient at
the time.

Except as otherwise provided in this Note, VitroCo and all others who may become
liable for all or any part of the obligation under the Notes severally waive
presentment for payment, demand, notice of nonpayment, notice of dishonor,
protest of any dishonor, notice of protest and protest of this Note, and all
other notices in connection with the delivery, acceptance, performance, default
or enforcement of the payment of this Note, and agree that their liability shall
be unconditional and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
the Holders. VitroCo and all others who may become liable for all or any part of
the obligation under the Notes further consent to every extension of time,
renewal, waiver or modification that may be granted by the Holders with respect
to the payment or other provisions of this Note.

Acceptance by the Holder hereof of a payment after its due date shall not waive
the right of the Holder to require prompt payment as and when date of any and
all other payments hereunder or of the right to the Holder hereof to declare a
default for the failure of the undersigned to so pay.

No single or partial exercise of any power hereunder shall preclude other or
further exercise thereof or the exercise of any other power. No delay or
omission on the part of the Holder hereof in exercising any right hereunder
shall operate as a waiver of such right or any other right under this Note.

Notwithstanding the foregoing, it is the intention of VitroCo and Holders to
comply with all applicable usury laws. In furtherance of this intention of
Holders and VitroCo, all agreements between VitroCo and Holders are expressly
limited so that in no contingency or event whatsoever shall the amount paid or
agreed to be paid to Holders, for the use, forbearance, or detention of money
under this Note, exceed the maximum amount permissible under applicable law. If,
due to any circumstance, payment of any amount required under this Note shall be
prohibited by law, the obligation to be fulfilled shall be reduced to the
maximum allowed by law. If, due to any circumstance, Holders should ever receive
as interest an amount which would exceed the highest lawful rate, the amount
that would be excessive interest shall either be applied to the reduction of the
principal of this Note and not to the payment of interest or refunded if
principal has been paid in full. This provision shall control every other
provision of all agreements between VitroCo and Holders.

Time is of the essence of this Note.

If this Note is not paid at maturity, whether by acceleration or otherwise, all
amounts due hereunder shall continue to bear interest, until paid in full, at
the rate of ten percent (10%) per annum.


<PAGE>

VitroCo shall be required to pay a late charge equal to five percent (5%) of the
amount of any late payment to compensate the Holders for any damage caused by
VitroCo's delay in making such payments and the expense of the Holders in
collecting such payment for any payment that is more than twenty-one (21)
calendar days late.

If action is instituted on this Note, the prevailing party shall be entitled to
reasonable attorney's fees. This Note shall be governed by and construed
according to the laws of the State of California, to the jurisdiction of whose
courts in Orange County, California, Holders and VitroCo do hereby submit such
jurisdiction, and agree that venue shall be proper only in Orange County,
California.

IN WITNESS WHEREOF, VitroCo has caused this Note to be duly executed as of the
date of issuance noted below.

Hi-Tech Environmental Products, LLC
d/b/a VitroCo



By:___________________________      Date:___________________________