Exhibit 10.29


          THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED
          UNDER  EITHER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
          "ACT"),  OR  APPLICABLE  BLUE SKY LAWS,  AND ARE  SUBJECT TO
          CERTAIN INVESTMENT REPRESENTATIONS. THESE SECURITIES MAY NOT
          BE SOLD,  OFFERED FOR SALE OR  TRANSFERRED IN THE ABSENCE OF
          AN EFFECTIVE  REGISTRATION UNDER THE ACT AND SUCH APPLICABLE
          BLUE SKY LAWS, OR AN OPINION OF COUNSEL  SATISFACTORY TO THE
          COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                           PROMISSORY NOTE
                           ---------------

$55,000.00                  Houston, Texas                     December 23, 2002


FOR VALUE  RECEIVED,  on the dates and in the amount so herein  stipulated,  the
undersigned,  Excalibur  INDUSTRIES,  INC.,  a  Delaware  corporation,  with its
principal  place of  business  located  at 16825  Northchase  Drive,  Suite 630,
Houston, TX 77060 (hereinafter called "Maker"),  promises to pay to the order of
Virgil Swift ("Payee"),  located at 16825 Northchase Drive,  Suite 400, Houston,
TX 77060, or at such other place and to such other party or parties as the Payee
may from time to time  designate  in writing,  the  principal  sum of FIFTY FIVE
THOUSAND  AND NO/100  ($55,000.00)  in coin or currency of the United  States of
America  together  with  interest  thereon  from and after the date hereof until
maturity  at the rate of 10.0% per annum,  payable  monthly,  on the then unpaid
principal  amount hereof,  but in no event shall the interest exceed the maximum
amount of  nonusurious  interest  allowed  from time to time by  applicable  law
("Highest Lawful Rate").

      The  entire  unpaid  principal  balance of this  Note,  together  with all
accrued,  but unpaid  interest  thereon shall be due and payable on December 23,
2003.

      All past due  principal,  and to the extent  permitted by applicable  law,
past due but unpaid interest,  shall bear interest at the rate of twelve percent
(12%) per annum.  Interest shall be calculated  based upon a three hundred sixty
five (365) day year.  If this Note is not paid at maturity  and is placed in the
hands of any attorney for  collection,  or suit is filed hereon,  or proceedings
are made in probate,  bankruptcy,  receivership,  arrangement  or otherwise  for
collection hereof,  Maker agrees to pay all expenses and costs incurred by Payee
in connection  with such  collection,  suit or  proceedings,  including  without
limitation, attorneys' fees in any amount not less than ten percent (10%) of the
then unpaid principal of and accrued interest on this Note.

      Maker  reserves  the right to prepay all or any  portion of the  remaining
principal  balance due at any time,  and from time to time,  without  penalty or
fee.  However,  any such prepayment  hereunder shall be applied first to accrued
unpaid interest, if any, owing on this Note and the balance to principal.

      The  undersigned,  as well as any persons or entities  which become liable
for the  payment  of this  Note,  hereby  expressly  (a)  waives  (i)  demand or
presentment  for  payment  of  this  Note,  (ii)  protest,  bringing  of suit or
diligence in collection  and/or (iii) any defense on account of the extension of
time of payments; (b) consents to any substitutions,  exchange or release of any
security  herefor or the release of any party  primarily or  secondarily  liable
hereon;  and (c) agrees that (i) the acceptance of late payment(s)  hereunder by
the owner and holder  hereof,  (ii) waiver of any event(s) of default  hereunder
and/or any instrument securing or guaranteeing the payment hereof or (iii) other
forgiveness  of any other  defaults by the  undersigned,  shall not constitute a
waiver by the owner and holder hereof of any subsequent defaults,  late payments
or other violations of the Maker's obligations  hereunder and/or in the terms of
any instrument securing or guaranteeing the payment hereof.

      All agreements between the undersigned and the holder hereof,  whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of acceleration of the maturity hereof
or  otherwise,  shall  the  interest  paid or agreed to be paid to the owner and
holder hereof exceed the maximum  amount  permitted  under  applicable  law. If,
under any  circumstance  whatsoever,  interest would otherwise be payable to the
holder hereof at a rate in excess of the Highest Lawful Rate,  then the interest
payable to the owner and holder  hereof  shall be reduced to the maximum  amount
permitted  under  applicable law, and if under any  circumstance  whatsoever the
owner and holder hereof shall ever receive  anything of value deemed interest by
applicable law which would exceed  interest at the Highest Lawful Rate,  then an
amount equal to any excessive  interest shall be applied to the reduction of the
principal  amount hereunder and not to the payment of interest or if such excess
interest exceeds the unpaid principal balance of principal  hereof,  such excess
shall be refunded to Maker.  All interest paid or agreed to be paid to the owner
and  holder  hereof  shall,  to the  extent  permitted  by  applicable  law,  be
amortized,  prorated,  allocated  and spread  throughout  the full period  until
payment  in full of the  principal  of this Note  (including  the  period of any
renewal  or  extension  hereof) so that the rate of  interest  hereon is uniform
throughout the term hereof.  This paragraph shall control all agreements between
the undersigned and the owner and holder hereof.

      THIS NOTE SHALL BE CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN TEXAS.

      Any check, draft, money order or other instruments given in payment of all
or any portion of this Note may be  accepted by the owner and holder  hereof and
handled  for  collection  in the  customary  manner,  but  the  same  shall  not
constitute  payment  hereunder  or  diminish  any rights of the owner and holder
hereof  except to the extent that actual cash proceeds of such  instruments  are
unconditionally received by the owner and holder and applied to this Note in the
manner hereinabove provided.

      IN WITNESS WHEREOF,  Maker has executed or caused this Note to be executed
to be effective as of December 23, 2002.


                                    EXCALIBUR INDUSTRIES, INC.


                                    By:
                                        ----------------------------------
                                          Matthew C. Flemming,
                                          Executive Vice President