PROMISSORY NOTE


December 27, 1999
Costa Mesa, California


         FOR VALUE RECEIVED, Kanakaris Communications ("Maker") promises to pay
to Branch Lotspeich, an Individual, in lawful money of the United States of
America, the sum of Thirty Five Thousand Dollars ($ 35,000.00), together with
interest on the unpaid principal balance at the rate of five percent (5%) per
annum.

         Payment of principal due under this Note, as well as any and all
accrued interest due and owing, shall be made to Payee on or before January
10th, 2002. Maker will commence monthly payments of at least 5% of outstanding
balance beginning February 2000.

         All payments, when received, shall be credited, first, to accrued
interest, with the balance applied to the reduction of the principal sum.

         Maker's obligations under this Note shall be paid and performed without
any defenses, claims, impairments or terminations which Maker may now or
hereafter have or could claim against Payee, and Maker hereby waives all of the
same.

         Unless an Event of Default (below defined) shall have occurred and
remain uncured, Maker shall have the right to prepay the principal of this Note
from time to time, in whole or in part, without the payment of any premium or
penalty.

         The occurrence of any of the following will constitute an event of
default ("Event of Default") under this Note:

         (a) Maker's failure to pay any installment of principal and/or interest
within ten (10) days of its due date.

         (b) The default by Maker in the performance of any other term, covenant
or agreement contained in this Note, which default is by its nature curable
within thirty (30) days, and such default shall not have been remedied to the
reasonable satisfaction of Payee or waived in writing by Payee within ten (10)
days after written notice of such default has been given to Maker. Any such
term, covenant or agreement which is performable by the payment of money shall
be deemed curable within ten (10) days.

         (e) Maker (i) makes an assignment for the benefit of creditors or
admits in writing Maker's inability to pay its debts generally as they become
due, or (ii) applies to any tribunal for the appointment of a trustee or
receiver of any substantial part of Maker's assets, or (iii) commences any
voluntary proceedings under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or other liquidation law of any
jurisdiction, or (iv) becomes the subject of any such involuntary proceedings
and Maker indicates Maker's approval, consent or acquiescence, or (v) becomes
the subject of an order appointing a trustee or receiver, adjudicating it
bankrupt or insolvent, or approving a petition in any such involuntary
proceeding, and such order remains in effect for sixty (60) days.

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         Upon the occurrence of any Event of Default hereunder, the entire
unpaid balance of the principal debt evidenced hereby, together with any other
sums due hereunder, with interest theretofore accrued, shall, at the option of
Payee, become immediately due and payable.

         One or more executions may forthwith issue on any judgment or judgments
obtained hereunder and any security herefor may forthwith be enforced without
exhaustion of remedies under this Note. Any right or remedy herein is intended
to be cumulative, and not exclusive, of any other right or remedy so provided or
provided by law, equity, statute or otherwise. All or any of such rights or
remedies may be exercised concurrently or in such other manner as Payee shall
decide. No failure on the part of Payee to exercise any of such rights or
remedies shall be deemed a waiver thereof or of any default hereunder.

         Maker hereby waives the benefit of all laws now or hereafter enacted
affording any right to any appraisement, any stay of execution or extension of
time for payment, or exempting any property of Maker from levy and sale upon
execution of any judgment obtained under this Note by Payee.

         Except as set forth herein, demand, notice of demand, presentation for
payment, notice of non-payment or dishonor, protest and notice of protest are
hereby waived by Maker.

         The granting, without notice of any extension or extensions of time for
payment of any sums or sums due hereunder, or for the performance of any
covenant, condition or agreement contained herein, or the granting of any other
indulgences to Maker, for the release of the collateral or any part thereof, or
the taking or releasing of other or additional security for the indebtedness
evidenced hereby, or any other modification or amendment of this Note shall in
no way release or discharge the liability of Maker, or of any endorser,
guarantor or other person secondarily liable for this Note. Maker and any other
persons presently liable hereon agree that additional makers, endorsers,
guarantors or sureties may become parties hereto or liable hereon without notice
to them and without affecting their liability hereunder.

         This Note shall bind Maker, and Maker's successors and assigns, and the
benefits hereof shall inure to Payee and Payee's successors and assigns.

         This Note shall be governed by the laws of the State of California. If
any term or provision of this Note or the application thereof is held to be
invalid or unenforceable, the remainder of this Note, shall not be affected
thereby.

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         Maker shall pay on demand any and all reasonable costs and expenses,
including but not limited to, attorneys' fees, incurred by Payee in connection
with any default under this Note, whether or not suit be instituted to enforce
the terms hereof.

         Maker and Payee hereby consent, in any action or proceeding which may
be brought under or in connection with this Note, to the jurisdiction of the
courts of California with venue in the County of Orange.


                                                    MAKER:



                                                    /s/ Alex Kanakaris
                                                    ----------------------------
                                                    Alex Kanakaris, CEO
                                                    Kanakaris Communications