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.

                                   [FORM OF]
                                 PROMISSORY NOTE

$ __________                   Houston, Texas                  _______  __, 200_


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 A. Earl
Swift ("Payee"),  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 __________________ AND NO/100
($__________)  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
____% per annum,  payable as it  accrues,  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 ____________
__, 200__ (the "Maturity Date");  provided,  however,  that the Maturity Date of
this Note shall be automatically  extended for successive one-month periods, and
the Maturity Date shall automatically become the last day of the month following
the Maturity Date then in effect,  unless Payee gives written  notice  demanding
repayment  of the  unpaid  principal  balance of this  Note,  together  with all
accrued,  but unpaid  interest  thereon,  no less than ten (10) days  before the
Maturity Date then in effect.

         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

<PAGE>


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 ___________ __, 200_.


                                   EXCALIBUR INDUSTRIES, INC.


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