CONVERTIBLE PROMISSORY NOTE


$1,438                                                              June 1, 1995


         FOR VALUE RECEIVED,  the undersigned St. James Group,  Inc., a Delaware
corporation  ("Maker") promises to pay to the order of Jehu Hand ("Lender"),  at
its principal  office, or at such other place as may be designated in writing by
the holders of this Promissory Note ("Note"),  the principal sum of ONE THOUSAND
FOUR HUNDRED  THIRTY-EIGHT AND 00/100 DOLLARS ($1,438.00) (the "Principal Sum").
The unpaid Principal Sum shall not bear interest.

         The unpaid  Principal Sum and all accrued but unpaid  interest  thereon
shall all be due and payable on two years of the date of this Note.

         All  payments  to be made  under  this Note  shall be payable in lawful
money of the United States of America which shall be legal tender for public and
private debts at the time of payment.

         In the event that an action is  instituted to collect this Note, or any
portion  thereof,  Maker promises to pay all costs of collection,  including but
not limited to reasonable  attorneys'  fees, court costs, and such other sums as
the court may establish.

         In the event of a default  under this Note when due, then the holder of
this Note, at its election,  may declare the entire unpaid Principal Sum and all
accrued but unpaid interest thereon immediately due and payable.

         Lender  shall have the right at any time to convert the  Principal  Sum
and all accrued and unpaid  interest  thereon  into a number of shares of common
stock of the Maker ("Shares") at a price of $.01 per share.

         Every provision  hereof is intended to be several.  If any provision of
this Note is  determined,  by a court of competent  jurisdiction  to be illegal,
invalid or unenforceable,  such illegality, invalidity or unenforceability shall
not  affect  the  other  provisions  hereof,  which  shall  remain  binding  and
enforceable.

         This Note is made in the State of California and it is mutually  agreed
that  New  Jersey  law  shall  apply  to the  interpretation  of the  terms  and
conditions of this Note.

         All  agreements  between  the  holder of this Note and Maker are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of deferment or  acceleration  of the maturity of this Note or otherwise,
shall the rate of  interest  hereunder  exceed  the  maximum  permissible  under
applicable  law  with  respect  to  the  holder.   If,  from  any  circumstances
whatsoever, the


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rate of  interest  resulting  from the payment  and/or  accrual of any amount of
interest  hereunder,  at any time that  payment of interest is due and/or at any
time that  interest  is  accrued,  shall  exceed the limits  prescribed  by such
applicable  law,  then the  payment  and/or  accrual of such  interest  shall be
reduced to that  resulting from the maximum rate of interest  permissible  under
such applicable law. This provision shall never be superseded or waived.

         The  makers,  endorsers,  and/or  guarantors  of this  Note  do  hereby
severally waive  presentment,  demand,  protest and notices of protest,  demand,
dishonor and nonpayment.

         IN WITNESS  WHEREOF,  this  instrument is executed as of the date first
hereinabove set forth.

                                                     ST JAMES GROUP, INC.


                                                     By:
                                                     Name:
                                                     Its:


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