EXHIBIT 10.7

THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON STOCK ISSUABLE THEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, THE
SECURITIES REPRESENTED BY THIS NOTE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

                        ---------------------------------

                      CONVERTIBLE REVOLVING PROMISSORY NOTE

$4,000,000.00                      Dallas, Texas               November 13, 1998

      Elgin Technologies, Inc., a Delaware corporation (the "Borrower"), for
value received, hereby promises to pay to the order of Horace T. Ardinger, Jr.,
an individual residing in Dallas, Texas (the "Holder"), the principal sum of
Four Million and No/100 Dollars ($4,000,000.00) or such lesser amount as shall
be outstanding under this Note, together with interest on the outstanding amount
of such principal sum, payable in accordance with the terms set forth below.

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      1.1 Definitions. For all purposes of this Note, except as otherwise
expressly provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

            (b) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as promulgated from time to time by the Association of Independent
Certified Public Accountants; and

            (c) the words "herein," hereof and "hereunder" and other words of
similar import refer to this Note as a whole and not to any particular Article,
Section or other subdivision.

      "Applicable Law" has the meaning specified in Section 6.7.
<PAGE>

      "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in Dallas, Texas are authorized
or obligated by law or executive order to be closed.

      "Closing Price" means on any particular date (i) the last sale price per
share of the Common Stock on such date on the principal stock exchange on which
the Common Stock has been listed or, if there is no such price on such date,
then the last sale price on such exchange on the date nearest preceding such
date; (ii) if the Common Stock is not listed on any stock exchange, the final
bid price for a share of Common Stock in the over-the-counter market, as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") at the close of business on such date, or the last sales price
if such price is reported and final bid prices are not available; (iii) if the
Common Stock is not quoted on the NASDAQ, the bid price for a share of Common
Stock in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding to its
functions of reporting prices); or (iv) if the Common Stock is not publicly
traded (x) the value of the Common Stock determined in good faith by the Board
of Directors of the Borrower and certified in a board resolution, based on the
most recently completed arm's length transaction between the Borrower and
another Person, the closing of which shall have occurred within the six (6)
months preceding such date, or (y) if no such transaction shall have occurred
within the six (6) months preceding such date, by an independent nationally
recognized investment banking firm reasonably acceptable to the Holder in all
other instances; provided that none of the transactions related to the foregoing
shall include purchases by any "affiliate" (as such term is defined in the
General Rules and Regulations under the Securities Act of 1933) of the Borrower
other than the Holder.

      "Common Stock" means shares of the Common Stock, par value $.000833 per
share, of the Borrower.

      "Conversion Price" means $0.55, subject to adjustment as provided in
Article V.

      "Conversion Period" means the period between November 13, 1998, and the
date this Note is paid in full, the Revolving Commitment is permanently
terminated and all other obligations of the Credit Parties to the Lender under
the Credit Document are paid.

      "Credit Agreement" means that certain Secured Revolving Credit Agreement
dated as of November 13, 1998, by and between Borrower and the Holder, as
amended, supplemented or restated from time to time.

      "Event of Default" has the meaning specified in Section 3.1.

      "Maturity Date" means November 12, 2000 (or such earlier date upon which
this Note is due and payable under Section 3.2).

      "Note" means this Convertible Revolving Promissory Note, as amended,
substituted, replaced or extended from time to time.


Convertible Revolving Promissory Note - Page 2
<PAGE>

      "Person" means any individual, corporation, entity, limited liability
partnership or company, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

      "SEC" means the U.S. Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act of 1933, as amended.

This Note is the Borrower's Convertible Revolving Promissory Note under the
Credit Agreement. Capitalized terms used herein but not defined herein shall
have the meanings given such terms in the Credit Agreement.

                                   ARTICLE II

                                    PAYMENTS

      2.1 Interest. From the date of this Note through the Maturity Date,
interest shall accrue hereunder on the unpaid outstanding principal sum of this
Note at the lower of (i) ten percent (10%) per annum calculated on the basis of
a 365/366 day year or (ii) the highest rate of interest allowed by Applicable
Law. If any payment of principal and/or interest on any amount payable under
this Note is not made or paid when due (by acceleration or otherwise), such
principal and/or interest thereon shall bear interest (calculated on the basis
of a 365/366 day year) from the date such payment was due until such principal
and/or interest then due is paid in full, payable on demand at the lesser of (i)
fifteen percent (15%) per annum, or (ii) the highest rate of interest allowed by
Applicable Law.

      2.2 Payment of Principal and Interest. Accrued but unpaid interest shall
be due and payable by the Borrower on the last Business Day of each calendar
month commencing November 30, 1998. The principal and all accrued and unpaid
interest of this Note shall be due and payable in full on the Maturity Date.

      2.3 Loans and Payments. Subject to the terms and conditions of the Credit
Agreement, the Borrower may borrow, repay and reborrow under the Revolving Line
of Credit and this Note, and this Note reflects all Loans made by the Holder
under the Credit Agreement. Subject to the Holder's right to convert this Note
as provided herein, the Borrower may repay this Note, in whole or in part, upon
five (5) Business Days' prior written notice given to the Holder pursuant to
Section 6.4, without premium or penalty, and reborrow hereunder subject to the
terms and conditions of the Credit Agreement prior to the Maturity Date.
Payments shall be credited first to accrued but unpaid interest to the extent
thereof, and thereafter to unpaid principal.

      2.4 Manner of Payment. Payments of principal and interest on this Note
will be made by delivery of Borrower checks to the Holder at its address as set
forth in this Note or by wire transfers pursuant to instructions from the
Holder. If the date upon which the payment of principal or interest is required
to be made pursuant to this Note occurs other than on a Business Day, then such
payment of principal and interest shall be due and payable and made on, and
shall include unpaid interest accrued through, the next occurring Business Day
following such payment date.


Convertible Revolving Promissory Note - Page 3
<PAGE>

                                  ARTICLE III

                         EVENTS OF DEFAULT AND REMEDIES

      3.1 Events of Default. It shall be an Event of Default under this Note if
an Event of Default has occurred and is continuing under the Credit Agreement.

      3.2 Acceleration of Maturity. This Note shall become immediately due and
payable if an Event of Default described in Section 7.1 (f) or (g) occurs under
the Credit Agreement. Upon the occurrence and during the continuance of any
other Event of Default described in the Credit Agreement, the entire principal
balance and accrued but unpaid interest thereon shall, at the option of the
Holder, upon written notice to the Borrower, become due and payable.

      3.3 Remedies. Upon the occurrence of and during the continuation of an
Event of Default, the Holder (i) may exercise, subject to the limitations set
forth in the Credit Agreement, all of its rights under the Credit Agreement and
all other rights at law or in equity, or (ii) may exercise the conversion
feature of this Note as set forth below. Upon the occurrence of and during the
continuation of an Event of Default, all payments received in respect of
obligations under this Note shall be applied in such order as the Holder shall
elect in his sole discretion. No right, power, or remedy conferred to the Holder
in this Note or in any documents supporting this Note or now or hereafter
existing at law, in equity, by statute, or otherwise shall be exclusive, and
each such right, power, or remedy shall to the full extent permitted by law be
cumulative and in addition to every other such right, power or remedy. No course
of dealing and no delay in exercising any right, power, or remedy conferred to
the Holder shall operate as a waiver of or otherwise prejudice any such right.
power, or remedy. No notice to or demand upon the Borrower shall entitle the
Borrower to similar notices or demands in the future. Without limiting the
generality of this paragraph, no description of the right to accelerate this
Note, charge default interest under this Note or otherwise exercise remedies
under this Note shall limit the right of the Holder to take any actions with
respect to this Note provided under the Credit Agreement.

                                   ARTICLE IV

                               CONVERSION OF NOTE

      4.1 Conversion Privilege and Conversion Price. At any time, including,
without limitation, during any period after the Borrower shall have given notice
pursuant to Section 2.3 hereof of its intent to repay all or any portion of the
principal amount outstanding hereunder and the later of five (5) Business Days
thereafter and the time all or such portion of such principal amount is repaid,
the Holder may convert all, or any part of the outstanding principal amount of
this Note into that number of fully paid and non-assessable shares of Common
Stock obtained by dividing the outstanding principal amount of this Note to be
so converted by the Conversion Price. The Conversion Price is subject to
adjustment in certain instances, as hereinafter provided. This Note may be
converted by surrender of this Note to the Borrower at its principal office,
accompanied by a duly executed notice of conversion and a written instrument or
instruments of transfer duly executed by the Holder or the Holder's
attorney-in-fact duly authorized in writing. Upon conversion


Convertible Revolving Promissory Note - Page 4
<PAGE>

of all or any portion of this Note, the Holder shall be entitled to receive in
cash, in addition to the number of shares of Common Stock issuable upon such
conversion, all interest accrued to the date of conversion of this Note on the
principal amount converted.

      4.2 Issuance of Common Stock on Conversion. As promptly as practicable
after the surrender of all or any portion of this Note for conversion, the
Borrower shall deliver or cause to be delivered to the Holder certificates
representing the number of fully paid and non-assessable shares of Common Stock
into which all or any portion of this Note may be converted in accordance with
the provisions of this Section 4. Such conversion shall be deemed to have been
made at the close of business on the date that all or any portion of this Note
shall have been surrendered for conversion so that the rights of the Holder with
respect to the portion of the principal hereof so converted shall cease at such
time and, subject to the following provisions of this Section 4, the Holder
shall be treated for all purposes with respect to the portion of the principal
so converted as having become the record holder of such Common Stock at such
time and such conversion shall be at the Conversion Price in effect at such
time; provided, however, that no such surrender on any date when the stock
transfer books of the Borrower shall be closed shall be effective to constitute
the Holder as the record holder of such Common Stock on such date, but such
surrender shall be effective to constitute the Holder as the record holder for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; and, in that event such conversion shall be at
the Conversion Price in effect on the date that all or any portion of this Note
shall have been surrendered for conversion, as if the stock transfer books of
the Borrower had not been closed. If the last day for the exercise of the
conversion right shall not be a Business Day, then such conversion right may be
exercised on the next succeeding Business Day.

      4.3 Registration Rights Agreement and Voting Agreement. After the issuance
of any Common Stock to the Holder pursuant to the terms and conditions hereof,
the Holder shall be entitled to substantially the same registration and voting
rights with respect thereto as that provided to the Holder in the Registration
Rights Agreement and the Voting Agreement, respectively.

      4.4 No Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of this Note. Instead of any fractional shares of Common
Stock which would otherwise be issuable upon conversion of this Note, the
Borrower shall pay a cash adjustment in respect of such fraction in an amount
equal to such fraction of a share multiplied by the current market price
(determined as provided in Section 5.1(h) below).

                                    ARTICLE V

                    ADJUSTMENT OF CONVERSION PRICE AND SHARES

      5.1 Anti-dilution Adjustments. The number and kind of securities issuable
upon the conversion of the Note shall be subject to adjustment, without
duplication, from time to time upon the happening of certain events occurring on
or after the date of original issue of this Note as follows:


Convertible Revolving Promissory Note - Page 5
<PAGE>

            (a) If the Borrower shall (i) subdivide its outstanding Common Stock
into a greater number of shares, (ii) combine its outstanding Common Stock into
a smaller number of shares, (iii) pay a dividend or make a distribution on its
outstanding Common Stock in shares of its capital stock, or (iv) issue by
reclassification of its outstanding Common Stock (whether pursuant to a merger,
consolidation or otherwise) any other shares of capital stock of the Borrower,
the Holder of all or any portion of this Note surrendered for conversion after
the record date fixed by the Board of Directors for such subdivision,
combination, dividend, distribution or reclassification shall be entitled to
receive the aggregate number and kind of shares of capital stock of the Borrower
which, if all or any portion of this Note had been converted immediately prior
to such record date at the Conversion Price then in effect, the Holder would
have been entitled to receive by virtue of such subdivision, combination,
dividend, distribution or reclassification, and the Conversion Price shall be
deemed to have been adjusted after such record date to apply to such aggregate
number and kind of shares. Such adjustment shall be made successively whenever
any of the events listed above shall occur.

            (b) If the Borrower shall pay a dividend or make a distribution on
any class of capital stock of the Borrower in shares of Common Stock, the
Conversion Price in effect from and after the record date therefor shall be
reduced so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to such record date by a fraction
of which (i) the numerator shall be the number of shares of Common Stock
outstanding on such record date, and (ii) the denominator shall be the sum of
the number of shares of Common Stock outstanding on such record date plus the
number of shares issued in such dividend or distribution.

            (c) If the Borrower shall issue to all holders of Common Stock
rights or warrants entitling them to subscribe for or purchase Common Stock at a
price per share less than the then current market price per share (as determined
pursuant to clause (h) below), the Conversion Price in effect from and after the
record date therefor shall be reduced so that it shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
such record date by a fraction of which (i) the numerator shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares
of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so offered for subscription or purchase would purchase at such
current market price, and (ii) the denominator shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock so offered for subscription or purchase. For the purpose
of this clause (c), the issuance of rights or warrants to subscribe for or
purchase securities convertible into Common Stock shall be deemed to be the
issuance of rights or warrants to purchase the Common Stock into which such
securities are convertible (without regard to any antidilution provision
contained therein for a subsequent adjustment of such number) at an aggregate
offering price equal to the aggregate offering price of such securities plus the
minimum aggregate amount (if any) payable upon conversion of such securities
into Common Stock. Such adjustment shall be made successively whenever such a
record date is fixed. In case such rights or warrants are not issued after such
a record date has been fixed, the Conversion Price shall be readjusted to the
Conversion Price which would have been in effect as if such record date had not
been fixed.


Convertible Revolving Promissory Note - Page 6
<PAGE>

            (d) If the Borrower shall distribute to all holders of Common Stock
(whether pursuant to a merger, consolidation or otherwise) evidences of its
indebtedness or assets (excluding shares of capital stock of the Borrower and
cash dividends out of retained earnings), or rights to subscribe for Common
Stock at a price less than the then current market price per share (excluding
those referred to in clause (c) above), then in each such case, the Conversion
Price in effect from and after the record date therefor shall be adjusted so
that it shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which (i) the
numerator shall be the current market price per share (determined as provided in
clause (h) below) of the Common Stock on such record date less the fair market
value (as determined in good faith by the Board of Directors of the Borrower) of
the portion of the evidences of indebtedness or assets so distributed or of such
rights to subscribe applicable to one share of Common Stock, and (ii) the
denominator shall be such current market price per share of Common Stock. Such
adjustment shall be made successively whenever any such a record date is fixed.
In case such distribution is not made after such a record date has been fixed,
the Conversion Price shall be readjusted to the Conversion Price which would
have been in effect as if such record date had not been fixed.

            (e) If the Borrower shall issue any additional shares of Common
Stock (other than as provided in (a) through (d) above and other than upon
exercise of any options issued to officers, directors or employees of the
Borrower pursuant to a stock option plan or an employment, severance or
consulting agreement as now or hereafter in effect, provided that the aggregate
number of shares of Common Stock which may be issuable thereunder shall at no
time exceed 400,000 shares without the prior written consent of the Holder or
upon exercise of any presently existing cashless warrants of the Borrower) at a
price per share less than the current market price per share of Common Stock but
above the Conversion Price, the Conversion Price in effect from and after the
record date therefor shall be reduced so that it shall equal the price
determined by multiplying the Conversion Price by a fraction of which (i) the
numerator shall be (x) the product of the number of shares of Common Stock
outstanding on such record date multiplied by the current market price plus the
consideration, if any, received or deemed received by the Borrower upon the
issuance of such additional shares of Common Stock, (y) divided by the total
number of shares of Common Stock outstanding immediately after the issuance of
such additional shares of Common Stock, and (ii) the denominator shall be the
current market price.

            (f) If the Borrower shall issue any additional shares of Common
Stock (other than as provided in (a) through (e) above and other than upon
exercise of any options issued to officers, directors or employees of the
Borrower pursuant to a stock option plan or an employment, severance or
consulting agreement as now or hereafter in effect, provided that the aggregate
number of shares of Common Stock which may be issuable thereunder shall at no
time exceed 400,000 shares without the prior written consent of the Holder or
upon exercise of any presently existing cashless warrants of the Borrower) at a
price per share less than the Conversion Price per share of Common Stock, then
the Conversion Price in effect from and after the record date therefor shall be
reduced so that it shall equal the price determined by multiplying the
Conversion Price by a fraction of which (i) the numerator shall be (x) the
product of the number of shares of Common Stock outstanding on such record date
multiplied by the Conversion Price plus the consideration, if any, received and
deemed received by the Borrower upon the issuance of such additional shares of
Common Stock, (y) divided


Convertible Revolving Promissory Note - Page 7
<PAGE>

by the total number of shares of Common Stock outstanding immediately after the
issuance of such additional shares of Common Stock, and (ii) the denominator
shall be the Conversion Price.

            (g) If the Borrower shall issue any security or evidence of
indebtedness which is convertible into or exchangeable for Common Stock (a
"Convertible Security"), or any warrant, option or other rights to subscribe for
or purchase Common Stock or any Convertible Security (together with Convertible
Securities, a "Common Stock Equivalent"), or if, after any such issuance, the
price per share for which such additional shares of Common Stock that may be
issuable thereunder is amended, then the Conversion Price upon each such
issuance or amendment shall be adjusted as provided in the preceding paragraph
hereof on the basis that (i) the maximum number of additional shares of Common
Stock issuable pursuant to all such Common Stock Equivalents (without regard to
any antidilution provision contained therein for a subsequent adjustment of such
number) shall be deemed to have been issued as of the earlier of (x) the date on
which the Borrower shall enter into a firm contract for the issuance of such
Common Stock Equivalent or (y) the date of actual issuance of such Common Stock
Equivalent; and (ii) the aggregate consideration for such maximum number of
additional shares of Common Stock shall be deemed to be the minimum
consideration received or receivable by the Borrower for the issuance of such
additional shares of Common Stock pursuant to such Common Stock Equivalent. No
adjustment of the Conversion Price shall be made under this paragraph upon the
issuance of any Convertible Security which is issued pursuant to the exercise of
any warrants or other subscription or purchase rights therefor, if any
adjustments shall previously have been made in the Conversion Price then in
effect upon the issuance of such warrants or other rights pursuant to
subparagraphs (e) and (f). If any such Common Stock Equivalent shall not have
been converted, exercised or exchanged by the expiration date of the right to do
so, the Conversion Price shall be readjusted and be the price which it would
have been had the adjustment of the Conversion Price made upon the issuance or
sale of such Common Stock Equivalent been made on the basis of the issuance only
of the number of additional shares of Common Stock actually issued upon
exercise, conversion or exchange of such Common Stock Equivalent.

            (h) The following provisions shall be applicable to the making of
adjustments in the Conversion Price provided in subparagraphs (c) through (f)
above:

            (A) The consideration received by the Borrower for any additional
      shares of Common Stock or any Common Stock Equivalents that are issued by
      the Borrower (i) for cash consideration, a subscription price or an
      initial public offering price, as applicable, shall be such cash
      consideration, subscription price or initial public offering price, as
      applicable, in each case excluding any amounts paid or receivable for
      accrued interest or accrued dividends and without deduction of any
      compensation, discounts, commissions or expenses paid or incurred by the
      Borrower for and in the underwriting of, or otherwise in connection with,
      the issue thereof; (ii) for a consideration other than cash, shall be the
      fair market value of such consideration at the time of such issuance as
      determined in good faith by the Borrower's Board of Directors; (iii) for
      any additional shares of Common Stock issuable pursuant to any Common
      Stock Equivalents, shall be the consideration received by the Borrower for
      issuing such Common Stock Equivalents, plus the additional consideration
      payable to the Borrower upon the exercise, conversion or exchange of such
      Common Stock


Convertible Revolving Promissory Note - Page 8
<PAGE>

      Equivalents; and (iv) for any additional shares of Common Stock or Common
      Stock Equivalents in payment or satisfaction of any dividend upon any
      class of stock other than Common Stock, shall be the amount of such
      dividend so paid or satisfied. In any case in which the consideration to
      be received or paid shall be other than cash, the Board of Directors shall
      notify promptly the Holder of its determination made in good faith of the
      fair market value of such consideration.

            (B) The number of shares of Common Stock at any time outstanding
      shall not include any shares thereof then directly or indirectly owned or
      held by or for the account of the Borrower or any of its Subsidiaries.

            (i) For the purpose of any computation hereunder, the "current
market price" shall be the following:

            (A) With respect to a bonafide underwritten public offering, the
      offering price agreed to by the underwriter;

            (B) With respect to binding agreements made by the Borrower to issue
      shares of Common Stock for a price that is determined with reference to a
      market price as of the date of the binding agreement and without full
      adjustment to the Closing Price on the day of issuance, the price as
      determined by such binding agreement; or

            (C) With respect to all other situations, the average of the daily
      Closing Price for fifteen (15) consecutive trading days before the date in
      question.

            (j) In case at any time, as a result of an adjustment made
hereunder, the Holder of this Note thereafter surrendered for conversion shall
become entitled to receive any shares of capital stock of the Borrower other
than Common Stock, the number and kind of such other shares so receivable upon
conversion of this Note shall thereafter be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained herein, and the other
provisions of this Section 5.1 with respect to the Common Stock shall apply on
like terms to any such other shares.

            (k) The Board of Directors of the Borrower may make such reductions
in the Conversion Price, in addition to those required by this Section 5.1, as
shall be determined by the Board of Directors to be advisable in order to avoid
taxation so far as practicable of any dividend of stock or stock rights or any
event treated as such for federal income tax purposes to the recipients.

            (l) If any event or condition occurs as to which other provisions of
this Section 5 are not strictly applicable or if strictly applicable would not
fairly protect the conversion rights evidenced hereby in accordance with the
essential intent and principles of such provisions, or that might materially and
adversely affect the conversion rights of the Holder under any provisions of
this Note, then the Borrower shall make such adjustments in the application of
such provisions, in accordance with such essential intent and principles, so as
to protect such exercise and purchase rights as aforesaid, and any adjustments
necessary with respect thereto.


Convertible Revolving Promissory Note - Page 9
<PAGE>

      5.2 Reservation of Shares. The Borrower covenants that it will at all
times reserve and keep available, free from preemptive rights, out of its
authorized but unissued shares of Common Stock, solely for the purpose of issue
upon conversion of this Note as herein provided, such number of shares of Common
Stock as shall then be issuable upon the conversion of this Note. The Borrower
covenants that all shares of Common Stock which shall be so issuable shall, upon
issuance, be duly and validly issued and fully paid and non-assessable. The
Borrower shall from time to time, in accordance with applicable law, use all
commercially reasonable efforts to seek necessary stockholder approval to
increase the authorized amount of its Common Stock if at any time the authorized
amount of shares of Common Stock remaining unissued shall not be sufficient to
permit the conversion of all Notes at the time outstanding. Before taking any
action which would cause an adjustment reducing the Conversion Price below the
then stated or par value of the Common Stock issuable upon conversion of this
Note, the Borrower will take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Borrower may validly and legally
issue fully paid and non-assessable shares of such Common Stock at such adjusted
Conversion Price.

      5.3 Reorganizations and Asset Sales. If any capital reorganization or
reclassification of the capital stock of the Borrower, or any consolidation,
merger or share exchange of the Borrower with another Person, or the sale,
transfer or other disposition of all or substantially all of its assets to
another Person shall be effected in such a way that holders of Common Stock
shall be entitled to receive capital stock, securities or assets in exchange for
their shares of Common Stock, then the following provisions shall apply:

            (a) As a condition of such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer or other disposition,
lawful and adequate provisions shall be made whereby the holder of this Note
shall thereafter have the right to purchase and receive upon the terms and
conditions specified in this Note and in lieu of the shares immediately
theretofore receivable upon the exercise of the rights represented hereby, such
shares of capital stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares immediately theretofore so receivable had
such reorganization, reclassification, consolidation, merger, share exchange or
sale not taken place, and in any such case appropriate provision shall be made
with respect to the rights and interests of the Holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Conversion Price and of the number of shares receivable upon the exercise)
shall thereafter be applicable, as nearly as possible, in relation to any shares
of capital stock, securities or assets thereafter deliverable upon the exercise
of this Note.

            (b) In the event of a consolidation, merger or share exchange of the
Borrower with or into another Person as a result of which a number of shares of
common stock or their equivalent of the successor Person greater or lesser than
the number of shares of Common Stock outstanding immediately prior to such
merger, share exchange or consolidation are issuable to holders of Common Stock,
then the Conversion Price in effect immediately prior to such merger, share
exchange or consolidation and the number of shares of common stock or their
equivalent into which this Note is convertible shall be adjusted in the same
manner as though there were a subdivision or combination of the outstanding
shares of Common Stock.


Convertible Revolving Promissory Note - Page 10
<PAGE>

            (c) The constituent documents effecting any such consolidation,
merger or share exchange shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided in this paragraph.
The provisions of this paragraph shall apply similarly to successive
consolidations, mergers or share exchanges.

      5.4 De Minimis Adjustments. No adjustment in the number of shares of
Common Stock purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one share of Common Stock
purchasable upon conversion of the Note and no adjustment in the Conversion
Price shall be required unless such adjustment would require an increase or
decrease of at least $.01 in the Conversion Price; provided, however, that any
adjustments which by reason of this Section 5.4 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest full share or nearest one
hundredth of a dollar, as applicable.

      5.5 Notice of Adjustment. Whenever the Conversion Price or the shares of
Common Stock issuable upon the conversion of this Note shall be adjusted as
herein provided, or the rights of the Holder shall change by reason of other
events specified herein, the Borrower shall compute the adjusted Conversion
Price and the adjusted number of shares of Common Stock in accordance with the
provisions hereof and shall prepare a certificate setting forth the adjusted
Conversion Price and the adjusted number of shares issuable upon the conversion
of this Note or specifying the other shares of stock, securities or assets
receivable as a result of such change in rights, and showing in reasonable
detail the facts and calculations upon which such adjustments or other changes
are based. The Borrower shall cause to be mailed to the Holder copies of such
certificate, together with a notice stating that the Conversion Price and the
number of shares purchasable upon conversion of this Note have been adjusted,
and setting forth the adjusted Conversion Price and the adjusted number of
shares of Common Stock or other securities or assets purchasable upon conversion
of this Note.

      5.6 Notifications to the Holder. If at any time the Borrower proposes:

            (a) to declare any dividend upon Common Stock payable in capital
stock to the holders of Common Stock;

            (b) to offer for subscription pro rata to all of the holders of its
Common Stock any additional shares of capital stock of any class or other
rights;

            (c) to effect any capital reorganization. or reclassification of the
capital stock of the Borrower, or consolidation, merger or share exchange of the
Borrower with another Person, or sale, transfer or other disposition of all or
substantially all of its assets; or

            (d) to effect a voluntary or involuntary dissolution, liquidation or
winding up of the Borrower;

then, in any one or more of such cases, the Borrower shall give the Holder at
least thirty (30) days prior to the record or effective date, as applicable, (i)
written notice of the date on which the books of the Borrower shall close or a
record shall be taken for such dividend, distribution or subscription


Convertible Revolving Promissory Note - Page 11
<PAGE>

rights or for determining rights to vote in respect of any such issuance,
reorganization, reclassification, consolidation, merger, share exchange, sale,
transfer, disposition, dissolution, liquidation or winding up, and (ii) in the
case of any such issuance, reorganization, reclassification, consolidation,
merger, share exchange, sale, transfer, disposition, dissolution, liquidation or
winding up, written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause (i) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (ii) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer,
disposition, dissolution, liquidation or winding up, as the case may be.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 Collection; Fees. If this Note is placed in the hands of an attorney
for collection, or if it is collected through any legal proceedings at law or in
equity or in bankruptcy, receivership or other court proceedings, the Borrower
hereby undertakes to pay all costs and expenses of collection including, but not
limited to, court costs and the reasonable attorneys' fees of the Holder.

      6.2 Benefits of Note. Nothing in this Note, express or implied, shall give
to any Person, other than the Borrower, the Holder, and their successors any
benefit or any legal or equitable right, remedy or claim under or in respect of
this Note.

      6.3 Successors and Assigns. All covenants and agreements contained in this
Note by or on behalf or for the benefit of the Borrower and the Holder shall
bind and inure to the benefit of the respective successors and assigns of the
Borrower and the Holder.

      6.4 Notice; Address of Parties. All notices and communications required or
permitted hereunder shall be in writing and may be given by depositing the same
in the United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, by confirmed
facsimile or by delivering the same in person to an officer or agent of such
party, as follows:


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<PAGE>

            (a)   If to the Borrower, addressed to it as follows:

                              Elgin Technologies, Inc.
                              12 Executive Drive
                              Hudson, New Hampshire 03051
                              Attn: Mr. William Mosconi

                  with a copy to:

                              Lev, Berlin & Dale, P.C.
                              535 Connecticut Avenue
                              Norwalk, Connecticut 06854
                              Attn: Mr. Duane Berlin

            (b)   If to the Holder, addressed to him as follows:

                              Horace T. Ardinger, Jr.
                              9040 Governor's Row
                              P.O. Box 569360
                              Dallas, Texas 75356-9360

                  with a copy to:

                              Gardere & Wynne, L.L.P.
                              3000 Thanksgiving Tower
                              1601 Elm Street
                              Dallas, Texas 75201-4761
                              Attn: Mr. M. Douglas Adkins

or such other address as the Borrower or the Holder hereto shall specify
pursuant to this Section 6.5 from time to time.

      6.5 Severability Clause. In case any provision in this Note shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any way be affected or impaired thereby; provided, however, such construction
does not destroy the essence of the bargain provided for hereunder.

      6.6 Governing Law. This Note shall be governed by, and construed in
accordance with, the internal laws of the State of Texas (without regard to
principles of choice of law).

      6.7 Usury. It is the intention of the parties hereto to conform strictly
to the applicable laws of the State of Texas and the United States of America,
and judicial or administrative interpretations or determinations thereof
regarding the contracting for, charging and receiving of interest for the use,
forbearance, and detention of money ("Applicable Law"). the Holder shall have no
right to claim, charge or receive any interest in excess of the maximum of
interest, if any, permitted to be charged


Convertible Revolving Promissory Note - Page 13
<PAGE>

on that portion of the amount representing principal or interest which is
outstanding and unpaid from time to time by Applicable Law. Determination of the
rate of interest for the purpose of determining whether this Note is usurious
under Applicable Law shall be made by amortizing, prorating, allocating and
spreading in equal parts during the period of the actual time of this Note, all
interest or other sums deemed to be interest at any time contracted for, charged
or received from the Borrower in connection with this Note. Any interest
contracted for, charged or received in excess of the maximum rate allowed by
Applicable Law shall be deemed a result of a mathematical error and a mistake.
If this Note is paid in part prior to the end of the full stated term of this
Note and the interest received for the actual period of existence of this Note
exceeds the maximum rate allowed by Applicable Law, the Holder shall credit the
amount of the excess against any amount owing under this Note or, if this Note
has been paid in full, or if it has been accelerated prior to maturity, the
Holder shall refund to the Borrower the amount of such excess, and shall not be
subject to any of the penalties provided by Applicable Law for contracting for,
charging or receiving Interest in excess of the maximum rate allowed by
Applicable Law. Any such excess which is unpaid shall be canceled.

      6.8 Transfers.

            (a) This Note or any shares of Common Stock or other securities
issued or issuable upon conversion of this Note may not be offered or sold
except in conformity with the Securities Act.

            (b) Certificates for shares of Common Stock or other securities
issued upon conversion of this Note shall bear the following legend:

      The shares represented by this certificate were not issued in a
      transaction registered under the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws. The shares
      represented hereby have been acquired for investment and may not be sold
      or transferred unless such sale or transfer is covered by an effective
      registration statement under the Securities Act and applicable state
      securities laws or, in the opinion of counsel to the issuer, is exempt
      from the registration requirements of the Securities Act and such laws.


Convertible Revolving Promissory Note - Page 14
<PAGE>

      IN WITNESS WHEREOF, the Borrower has caused this instrument to be duly
executed on the date first above written.

                                    ELGIN TECHNOLOGIES, INC.,
                                    a Delaware corporation


                                    By: /s/ William Mosconi
                                        --------------------------
                                    Name:  William Mosconi
                                    Title: President & CEO


Convertible Revolving Promissory Note - Page 15