Exhibit 4.2

                                  XPLORER, S.A.

                             (A Nevada Corporation)


                        10% SUBORDINATED CONVERTIBLE NOTE
                          $450,000.00 PRINCIPAL AMOUNT
                             DUE SEPTEMBER 25, 1997



NEITHER THIS NOTE NOR THE  SECURITIES  ISSUABLE  UPON THE  CONVERSION  HEREOF AS
PROVIDED  HEREIN  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED, OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION.  TRANSFER OF THIS
NOTE AND SUCH SECURITIES IS RESTRICTED PURSUANT TO SUCH LAWS.


                                                             Weldon, California

$450,000.00                                                   September 25, 1996


1.     Note.

       1.1  Xplorer,   S.A.,  a  Nevada   corporation   (the  "Company"  or  the
"Borrower"),  hereby promises to pay to the order of Gardner  Investments,  Inc.
(the  "Holder") the amount of $450,000.00 by September 25, 1997 ("Due Date") and
to pay  interest at ten percent  (10%) per annum on the  outstanding  principal.
Payments  shall be made to the Holder in lawful  money of the  United  States at
P.O.  Box 8652  Incline  Village,  Nevada  89452,  or at such other place as the
Holder may specify in writing.  Interest  shall be paid monthly on the first day
of each month  commencing  November 1, 1996, until payments of the principal sum
have been made.

       1.2 In the event the  Company  does not make,  when due,  any  payment of
principal or interest  required to be made  hereunder,  the company will pay, on
demand,  interest on the amount of any overdue  payment of principal or interest
for the  period  following  the Due Date of such  payment,  at a rate of  eleven
percent (11%) per annum.

       2.   Default.

       In the event an occurrence of any event of default  specified  below, the
principal and all accrued interest on the Note shall become  immediately due and
payable without notice,  except as specified below. The occurrence of any of the
following events shall constitute an event of default under this Note:

       2.1 The  company  fails to make any  payment  hereunder  when due,  which
failure has not been cured within fifteen (15) days following such failure.

       2.2 If the  Borrower  shall  file a  petition  to take  advantage  of any
insolvency act; make an assignment for the benefit of its creditors;  commence a


                                                                     Exhibit 4.2

<PAGE>


proceeding for the appointment of a receiver, trustee, liquidator or conservator
of itself of a whole or any substantial part of its property; file a petition or
answer seeking reorganization or arrangement or similar relief under the federal
bankruptcy  laws or any other  applicable law or statute of the United States of
America or any state; or

       2.3 If a court of competent  jurisdiction shall enter an order,  judgment
or decree appointing a custodian receiver, trustee, liquidator or conservator of
the  Borrower or of the whole (or any  substantial  part of its  properties,  or
approve  a  petition  filed  against  the  Borrower  seeking  reorganization  or
arrangement  or similar  relief under the federal  bankruptcy  laws or any other
applicable law or statute of the United States of American or any state;  or if,
under the provisions of any other law for the relief or aid of debtors,  a court
of competent  jurisdiction shall assume custody or control of the Borrower or of
the whole or any substantial  part of its  properties;  or if there is commenced
against the Borrower any  proceeding  for any of the  foregoing  relief and such
proceeding or petition  remains  undismissed  for a period of 30 days; or if the
Borrower by any act indicates its consent to or approval of any such  proceeding
or petition; or

       2.4 If (i) any judgment,  remaining unpaid, unstayed or undismissed for a
period of 60 days is rendered  against the Borrower  which by itself or together
with all other such judgments  rendered against this Borrower  remaining unpaid,
unstayed or  undismissed  for a period of 60 days, is in excess of $200,000,  or
(ii) there is any  attachment  or execution  against the  Borrower's  properties
remaining  unstayed  or  undismissed  for a period of 60 days which by itself or
together  with all other  attachments  and  executions  against  the  Borrower's
properties  remaining  unstayed or undismissed for a period of 60 days is for an
amount in excess of $200,000.

       3.   Conversion.

       3.1 CONVERSION  RIGHTS. The Holder will have the right, at its option, to
convert the Note into Shares of Common  Stock of the Company  (the  "Shares") at
any time before the close of business on  September  23, 1997 at the  conversion
rate then in effect.

       The initial  conversion rate is 333.333 Shares of Common Stock per $1,000
principal amount at maturity of the Note, or a total of 150,000 Shares,  subject
to adjustments In certain events.  No fractional  Share or scrip  representing a
fractional Share will be issued upon conversion of the Notes.  Cash will be paid
in lieu of any fractional  Shares equal to the then current market value of such
fractional  Share. A Holder may convert a portion of the Notes provided that the
portion is $1,000 principal amount at maturity or an integral multiple thereof.

       The  conversion  rate will be  appropriately  adjusted if the Company (a)
pays a dividend or makes a  distribution  on its Shares of Common Stock which is
paid or made in Shares of Common  Stock,  (b)  subdivides  or  reclassifies  its
outstanding  Shares of Common  Stock,  (c)  combines its  outstanding  Shares of
Common Stock into a smaller number of Shares of Common Stock,  (d) issues Shares
of Common Stock, or issues rights or warrants to all Holders of its Common Stock
entitling  them  to  subscribe  for or  purchase  Shares  of  Common  Stock  (or
securities  convertible into Common Stock), at a price per Share less than $3.00
per Share,  or (e)  distributes to all Holders of its Common Stock  evidences of


                                                                     Exhibit 4.2

<PAGE>


its  indebtedness or assets  (excluding any dividend paid in cash out of legally
available  funds) subject to the limitation that adjustments by reason of any of
the foregoing  need not be made until they result in a cumulative  change in the
conversion  rate of at least five percent (5%). The conversion  rate will not be
adjusted upon the conversion of presently outstanding stock options or warrants.

       In case of any  consolidation  or merger to which the  company is a party
other  than a merger or  consolidation  in which the  Company  is the  surviving
corporation,  or in case of any sale or conveyance to another corporation of the
property of the Company as an entirety or  substantially  as an entirety,  or in
case of any Statutory  exchange of securities  with another  corporation,  there
will be no adjustment of the conversion price, but each Holder of the Notes then
outstanding  will have the right  thereafter to convert such Notes into the kind
and amount of  securities,  cash or other  property which he would have owned or
have been  entitled to receive  immediately  after such  consolidation,  merger,
statutory exchange, sale or conveyance had such Notes been converted immediately
prior to the effective date of such consolidation,  merger,  statutory exchange,
sale or  conveyance.  In the case of a cash merger of the Company  into  another
Corporation  or any other cash  transaction  of the type  mentioned  above,  the
effect of these  provisions  would be that the conversion  features of the Notes
would  thereafter be limited to converting the Notes at the conversion  price in
effect  at such time into the same  amount  of cash per Share  that such  Holder
would have  received  had such  Holder  converted  the notes into  Common  Stock
immediately prior to the effective date of such cash merger or transaction.

       3.2 Mechanics of Conversion

       The Note may be converted upon surrender of the Note at any time prior to
the close of business on September 25, 1997 at the offices of the Company,  4750
Kelso Creek Road,  Weldon,  California,  with the form of "Notice of Conversion"
duly  completed  and executed as  indicated.  Shares of Common Stock issued upon
conversion will be fully paid and non-assessable.

       4.   PREPAYMENT.  Borrower  may prepay any or all  amounts due under this
Note at any  time  without  penalty;  provided,  however,  that  Borrower,  as a
condition to  prepayment  of some or all of the balance  hereof,  shall  deliver
written notice of its intention to prepay at least 15 calendar days prior to the
date of such  prepayment  ("Prepayment  Date")  and  cooperate  with  Holder  in
Holder's exercise of Holder's  convertibility  rights, as set forth in Paragraph
3, above, if Holder elects to exercise such rights prior to prepayment.

       5.   SUBORDINATION.   The  indebtedness  evidenced  by this Note shall be
subordinated  in right of payment to the prior  payment in full of all  existing
and future Senior Indebtedness of the Company. Senior Indebtedness is defined as
the  principal  of  (and  premium,  if  any,)  and  unpaid  interest  (including
post-petition  interest) or accrued original issue discount on and other amounts
due on or in  connection  with any debt  incurred,  assumed or guaranteed by the
Company,  whether  outstanding  on the  date of the  issuance  of  this  Note or
thereafter  incurred,  assumed or guaranteed,  and all renewals,  extensions and
refundings of any such debt;  provided,  however,  that the  following  will not
constitute  Senior  Indebtedness  (i) any debt as to  which,  in the  instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is expressly  provided that such debt is  subordinate in right of payment to all


                                                                     Exhibit 4.2
<PAGE>


other debt of the Company not expressly subordinated to such debt; (ii) any debt
which by its terms  refers  explicitly  to this Note and  states  that such debt
shall  not be  senior  in right of  payment  thereto;  and (iii) any debt of the
Company to any subsidiary of the Company.

       6. SECURITIES LAW COMPLIANCE.  The Holder understands that the right of
conversion of this Note is subject to full compliance with the provisions of all
applicable  securities laws and the availability  thereunder upon any conversion
of any exemption from registration thereunder for such conversion,  and that the
certificate or  certificates  evidencing such Note and Shares will bear a legend
to the following effect:

          "THE  SECURITIES  EVIDENCED  HEREBY  MAY NOT BE  TRANSFERRED
          WITHOUT  (i) THE  OPINION  OF COUNSEL  SATISFACTORY  TO THIS
          CORPORATION  THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
          REGISTRATION  UNDER THE FEDERAL  SECURITIES  ACT OF 1933, AS
          AMENDED, OR (ii) SUCH REGISTRATION."

       7. NOTICES.    Any notice herein  required or permitted to be given shall
be in  writing  and may be  personally  served,  sent  by  United  States  Mail,
certified,  or by  overnight  delivery  service.  For the purposes  hereof,  the
address of the Holder and the address of the Company  shall be as  reflected  in
this Promissory Note. Both the Holder and the Company may change the address for
service by written notice to the other as herein provided.

       8. NO WAIVER: RIGHTS AND REMEDIES CUMULATIVE.   No failure on the part of
the Holder to exercise,  and no delay in exercising  any right  hereunder  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  by the
Holder of any right hereunder  preclude any other or further exercise thereof or
the exercise of any other right.  The rights and  remedies  herein  provided are
cumulative and not exclusive of any remedies or rights provided by law or by any
other agreement between the Borrower and the Holder.

       9. AMENDMENTS.   No amendment, modification or waiver of any provision of
this  Note  nor  consent  to any  departure  by the  Holder  therefrom  shall be
effective  unless the same shall be in writing and signed by the Holder and then
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.

       10. SUCCESSORS AND ASSIGNS.  This  Note  shall  be  binding   upon  the
Borrower and its  successors and assigns and the terms hereof shall inure to the
benefit of the Holder  and its  successors  and  assigns,  including  subsequent
holders hereof.

       11. SEVERABILITY.   The provisions of this Note are severable, and if any
provision  shall be held  invalid  or  unenforceable  in whole or in part in any
jurisdiction,  then such invalidity or unenforceability  shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Note in any jurisdiction.

       12.  WAIVER OF NOTICE.  The Borrower hereby waives  presentment,  demand
for  payment,  notice of protest and all other  demands in  connection  with the
delivery, acceptance, performance, default or enforcement of this Note.


                                                                     Exhibit 4.2
<PAGE>


       13.  GOVERNING  LAW.  This  Note  has  been  executed  in and  shall  be
governed by the laws of the State of California.

       14.  NOTE HOLDER IS NOT A SHAREHOLDER.  No Holder of this Note, solely by
virtue of the ownership of this Note,  shall be considered a shareholder  of the
Company for any purpose,  nor shall anything in this Note be construed to confer
on any Holder of this Note any rights of a shareholder of the Company including,
without limitation, any right to vote, give or withhold consent to any corporate
action, receive notice of meetings of shareholders or receive dividends.

       15.  EXCHANGE AND  REPLACEMENT OF NOTE.    Upon surrender of this Note to
the Borrower,  the Borrower  shall execute and deliver,  at its expense,  one or
more new Notes of such  denominations  and in such names,  as  requested  by the
holder of the  surrendered  Note.  Upon receipt of evidence  satisfactory to the
Company of the loss, theft, mutilation, or destruction of any Note, the Borrower
will make and deliver a new Note, of like tenor, at the request of the holder of
such Note.

            IN WITNESS WHEREOF, the Company has caused this Note to be signed by
its authorized officers as of the 25th day of September, 1996.


ATTEST:                                              EXPLORER, S.A.



By: /s/ STEVEN B. MORTENSEN                     By: /s/ THOMAS C. RODDY
   ------------------------                     ------------------------    
   STEVEN B. MORTENSEN                          THOMAS C. RODDY
   Secretary                                    President and CEO




                                                                     Exhibit 4.2