EXHIBIT 10.28

February  27th  2001
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FOR  VALUE  RECEIVED,  100,000,  THE  UNDERSIGNED,  FCOM  INC., ("MAKER") HEREBY
PROMISES  TO  PAY  TO  THE  ORDER  OF  ESPER  GULLATT  JR. ("PAYEE"), AT PAYEE'S
PRINCIPAL  OFFICE AT 5299 DTC BOULEVARD-SUITE 620 ENGLEWOOD, COLORADO OR AT SUCH
OTHER  PLACE  OR PLACES AS MAKER MAY FROM TIME TO TIME DESIGNATE IN WRITING, THE
PRINCIPAL  SUM  OF  $100,000.
Together  with  interest  on  the principal balance upon maturity outstanding as
hereinafter  set  forth.

A.  Interest Rate:  From the date of this Promissory Note (the "Note") until the
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occurrence  of an event set forth in Section C below, the principal balance from
time to time unpaid shall bear interest, and Maker promises to pay such interest
at  a  rate  of  Five  percent  per  annum  (5.0%)  upon  maturity.

After  the  earliest of (i) the Maturity Date (as hereafter defined), whether by
acceleration  or otherwise, (ii) the occurrence of any default in the payment of
an  installment of interest on the date due and payable, or (iii) the occurrence
of any other Event or Default (as hereafter defined) hereunder, the total unpaid
indebtedness  hereunder shall bear interest at a rate of three percent (3%) plus
the  rate  of  interest  otherwise  chargeable  hereunder  (the "Default Rate").
Interest  shall  be  computed on the basis of a 360 day year and charged for the
actual  number  of  days  elapsed.  Interest  accrued from the date of this Note
shall  be  due  any  payable  on  the  Maturity  Date  (as  hereafter  defined).

B.  Maturity  Date  Payment:  The Maker shall repay the principal amount of this
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Note,  and  any  interest accrued thereon then remaining unpaid, on the Maturity
Date  (as  hereafter  defined).  Notwithstanding  the  foregoing,  the  entire
principal  balance  of  this  Note then outstanding, plus any accrued and unpaid
interest  thereon  shall be due and payable on the earliest of (a) Feb 27th 2007
(Five  years  hence)  or (b) such earlier date on which said amount shall become
due  and  payable  on  account  of  acceleration by Payee (the "Maturity Date").
Maker  agrees  that,  on  the  Maturity Date, Maker will pay to Payee the entire
principal  balance  of this Note then outstanding, together with all accrued and
unpaid  interest  hereunder.

C. Default:  Remedies.  Any one of the following occurrences shall constitute an
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"EVENT  OF  DEFAULT"  under  this  Note:  (i)  failure  by the Maker to make any
payment  of  principal  or  interest when the same becomes due and payable, said
failure  continuing for thirty (30) days or more; or (ii) if Maker shall fail to
pay  its  debts,  make  an assignment for the benefit of its creditors, or shall
commit  an act of bankruptcy, or shall admit in writing its inability to pay its
debts  as  they  become  due,  or  shall  seek  a  composition,  readjustment,
arrangement, liquidation, dissolution or insolvency proceeding under any present
or  future statute or law, or shall file a petition under any chapter of federal
Bankruptcy Code or any similar law, state or federal, now or hereafter existing,
or  shall become "insolvent" as that term is generally defined under the Federal
Bankruptcy  Code,  or shall in any involuntary bankruptcy case commenced against
it  file  an  answer  admitting insolvency or inability to pay its debts as they
become  due,  or shall fail to obtain a dismissal of such case within sixty (60)
days  after its commencement or convert the case from one chapter of the Federal
Bankruptcy  Code to another chapter, or be the subject of an order for relief in
such bankruptcy case, or to be adjudged a bankruptcy or insolvent, or shall have
a  custodian,  trustee  or  receiver  appointed  for,  or  have  any  court take
jurisdiction  of  its  property,  or any part thereof, in any proceeding for the
purpose  of  reorganization,  arrangement,  dissolution or liquidation, and such
custodian,  trustee,  liquidator  or  receiver  shall not be discharged, or such
jurisdiction shall not be relinquished, vacated or stayed within sixty (60) days
of  the  appointment.

Upon  occurrence  of  an  Event  of  Default  hereunder,  the entire outstanding
principal balance and any unpaid interest then accrued under this Note, shall at
the  option of the Payee hereof and with out demand or notice of any kind to the
undersigned  or  any  other person (including, but not limited to, any guarantor
now  or  hereafter existing), immediately become and be due and payable in full,
in  such  event.  Payee  shall  have  and  may  exercise  any and all rights and
remedies  available  at  law  or  in  equity.

D.  Assignment:  No  assignment  of  this  Note  is  whole or in part, or of any
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interest  hereunder,  shall  be  effective  binding  upon  the  Maker until such
transfer  or  assignment shall have been duly recorded on the books of the Maker
to  be  maintained for such purpose, and any transfer or assignment hereof shall
require  surrender hereof to the Maker at its principal office accompanied by an
appropriate  instrument  of  transfer  or assignment in form satisfactory to the
Maker,  provided  that  the Maker may not and cannot be compelled or required to
act or effectuate any such assignment or transfer except after compliance by the
Payee  or holder hereof with securities laws or regulations deemed applicable by
the  Maker.  Neither  may  this  Note  or  any  interest hereunder be pledged or
hypothecated  except  upon  compliance  with  the  foregoing.

E.  Waiver Amendment:  Maker, for itself and for its successors, transferees and
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assigns  hereby  irrevocably  (i)  waives diligence, presentment, and demand for
payment,  protest  notice, notice of protest and nonpayment, dishonor and notice
of  dishonor  and all other demands or notices of any and every kind whatsoever,
and  (ii) agrees that this Note and any or all payments coming due hereunder may
be  extended from time to time in the sole discretion of Payee hereof without in
any  way  affection  or  diminishing  the  Maker's  liability  hereunder.

No  extension  of  the time for any payment due hereunder made by agreement with
any  person  now  or  hereafter liable for payment of this Note shall operate to
release,  discharge,  modify, change or affect the original liability under this
Note,  either  in  whole  or  in part.  No delay in the exercise of any right or
remedy  hereunder  by  Payee  shall  be  deemed  to be a waiver of such right or
remedy,  nor  shall  the  exercise  of any right or remedy hereunder by Payee be
deemed  an  election  of  remedies  or  a  waiver  of any other right or remedy.
Without  limiting  the  generality  of  the  foregoing, the failure of the Payee
promptly after the occurrence of any default hereunder to be immediately due and
payable shall not constitute a waiver of such right while such default continues
nor  a  waiver  of  such  right  in  connection  with  any  future  default.

F.  Governing  Law  and Jurisdiction:  This Note has been executed and delivered
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at Englewood, Colorado and shall be governed by and construed in accordance with
the  internal  laws  of  the  State  of  Colorado.

IN  WITNESS WHEREOF, FCOM, INC. has cause this Note to be executed and delivered
as  of  the  date  and  year  first  above  written.

PAYEE:

                                   By:  __________________________
                                                  MAKER