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                                            CONVERTIBLE PROMISSORY NOTE

$1,216                                                       April 1, 1995


                           FOR VALUE RECEIVED, the undersigned Faraday
Financial,  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 TWO HUNDRED SIXTEEN AND 00/100 DOLLARS ($1,216.00)
(the  "Principal  Sum").  The unpaid  Principal Sum shall bear interest from the
date hereof until paid at a rate equal 4% per annum.


                          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 575,400 shares of
common stock of the Maker ("Shares").

                          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 California 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 rate of interest resulting from the payment

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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.



                             FARADAY FINANCIAL, INC.


                                                   By:
                                                   Name:
                                                    Its:

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