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                             SECURED PROMISSORY NOTE


$150,000                                                Santa Monica, California
                                                           February 1,  2000


         FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to the
order of InterPacket Group, Inc., a Delaware corporation ("Holder"), the
principal sum of One Hundred Fifty Thousand Dollars ($150,000), together with
interest, as provided below.

         1. PAYMENTS. The principal amount of this promissory note (this "Note")
shall be paid in full, in lawful money of the United States of America, upon the
earlier of (a) the third anniversary of the date of this Note or (b) on such
date as Maker is no longer providing services (as an employee or consultant) to
Holder or any affiliated company of Holder. In addition, Maker shall be
obligated to prepay the principal amount of this Note to the extent, and upon
receipt, of the after-tax proceeds received by Maker as a result of the sale or
disposition of the Pledged Collateral (as defined below).

         2. INTEREST. The unpaid principal amount of this Note shall bear
interest at the Applicable Federal Rate (as defined below) in effect from time
to time, which interest shall be payable, in lawful money of the United States
of America, (a) to the extent of the accrued and unpaid interest on the
principal prepaid, at the time of any prepayment required by Section 1, and (b)
in full on the maturity date of this Note as provided in the first sentence of
Section 1. Interest shall be calculated on the basis of a 365 or 366-day year,
as applicable, and actual days elapsed. "Applicable Federal Rate" means the
variable rate equal to the minimum sufficient stated rate allowable under
Proposed Treasury Regulations Sections 1.7872-3(b) and 1.7872-3(c) or any
successor regulations to such sections.

         3. COLLATERAL. Maker hereby grants and creates a security interest in
favor of Holder in the Pledged Collateral (as defined below) as security for all
of Maker's obligations under this Note. For purposes of this Note, "Pledged
Collateral" means the 60,000 shares of Common Stock of Maker (the "Common
Stock") purchased by him on the date hereof, together with all dividends and
distributions and securities received by Maker in respect of or exchange for the
Common Stock. Maker agrees that Holder shall retain possession of the Pledged
Collateral to secure Maker's performance of his obligations under this Note.
Maker hereby agrees to execute and deliver such further documentation (including
financing statements) and take such further action as Holder may request in
order to perfect and enforce the aforesaid security interest. Without limiting
the generality of the foregoing, Holder shall have such rights and remedies with
respect to the Pledged Collateral as are prescribed by Division 9 of the
California Commercial Code. Maker shall have the right to withdraw Pledged
Collateral from the security interest at the time of Maker's sale or other
disposition of the Pledged Collateral, provided that upon receipt Maker applies
the net after-tax proceeds of such sale or disposition to prepayment of this
Note as


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provided in Sections 1 and 2. This Note shall be a full recourse note.

         4. EVENT OF DEFAULT. As used herein, "Event of Default" shall be any or
all of the following: (a) failure of Maker to pay within ten (10) days after
receipt from Holder of a written demand for payment after Maker has failed to
pay when due any amount provided for in this Note; (b) the failure of Maker to
observe, keep or perform any covenant, agreement or condition contained in this
Note (other than a default of the type referred to in the preceding clause (a))
if such failure in performance is not cured within ten (10) days after Maker
received written notice from Holder containing a reasonable description of such
default; and (c) the bankruptcy of Maker. Upon the occurrence of an Event of
Default, Holder may, in its sole discretion, by giving written notice to Maker,
declare all amounts of principal and accrued interest to be immediately due and
payable in full. The failure of Holder to accelerate Maker's obligation to make
payments in any one instance shall not constitute a waiver of the right to
accelerate on any later date.

         5. ENFORCEMENT. If any action is commenced to enforce payment of this
Note or Holder's other rights hereunder or to determine the respective rights of
Maker and Holder, the prevailing party in such action shall be entitled to
receive the reasonable fees and expenses incurred by it in such proceeding.
Maker waives presentment, demand for payment (other than as provided in Section
4), notice of dishonor and all other notices.

         6. SEVERABLE PROVISIONS. Every provision of this Note is intended to be
severable. If any term or provision hereof is declared by a court of competent
jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever,
such illegality, invalidity or unenforceability shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding
and enforceable.

         7. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the internal laws (and not the laws of conflicts of laws) of the
State of California.

         IN WITNESS HEREOF, Maker has executed this Promissory Note as of the
day and year first above written.

                                            /s/ Timothy F. Sylvester
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                                            Timothy F. Sylvester