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EXHIBIT 10.28


                                 PROMISSORY NOTE


$184,875                         LAS VEGAS, NEVADA            September 25, 2001

         FOR VALUE RECEIVED, the undersigned, WILLIAM E. SHATLEY, an individual
residing in the state of Texas (hereinafter "Maker"), hereby promises to pay to
the order of OVERHILL CORPORATION or permitted assigns (the "Payee"), at 4800
Broadway, Suite A, Addison, Texas 75001, or at any such other place as any
Holder of this Note may designate in writing, the principal amount of One
Hundred Eighty-Four Thousand Eight Hundred Seventy-Five Dollars ($184,875) (the
"Principal Amount"), with interest from the date hereof on the Principal Amount
from time to time remaining unpaid at the rate of three and eighty-two one
hundredths percent (3.82%) per annum. Interest on this Note shall be calculated
based upon a year of 365 or 366 days, as applicable. All payments of principal
and interest shall be made in lawful money of the United States of America.

         THIS NOTE IS DUE AND PAYABLE AS FOLLOWS: On September 24, 2003, all
Principal and all accrued but unpaid interest shall be due and payable in full.
All payments hereunder shall be applied first to the payment of interest and
then to the outstanding Principal Amount.

         NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS NOTE, IN NO EVENT SHALL
THE AMOUNT OF INTEREST PAYABLE HEREON EXCEED THE MAXIMUM AMOUNT OF INTEREST
PERMITTED TO BE CHARGED OR PAYABLE HEREON BY APPLICABLE LAW.

         PAYMENTS. All payments hereunder shall be made on or before the due
date and shall be delivered to Payee at the address indicated hereinabove, or at
any such other address as payee may designate in writing.

         WAIVERS. Maker, to the extent allowed by law, hereby waives
presentment, demand for payment, protest, notice of dishonor, notice of intent
to accelerate the maturity of this Note, notice of acceleration of the maturity
of this Note, diligence in collecting, grace, notice and protest and agrees to
one or more extensions for any period or periods of time and partial payments
before or after maturity without prejudice to the holder.

         USURY. 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 demand for payment or
acceleration of the maturity hereof or otherwise, shall the interest contracted
for, charged or received by the holder hereof exceed the maximum amount
permissible under applicable law. In particular, this section means (among other
things) that Maker does not agree or intend to pay, and Payee does not agree or
intend to contract for, charge, collect, take, reserve or receive (collectively
referred to herein as "Charge or Collect"), any amount in the nature of interest
or in the nature of a fee for this loan, which would in any way or event
(including demand, prepayment, or acceleration) cause Payee to charge or collect
more for this loan that the maximum Payee would be permitted to charge or
collect by Federal law or the laws of the State of Nevada (as applicable). Any
such excess interest or unauthorized fee shall, instead of anything stated to
the contrary, be applied first to reduce the principal balance of this loan, and
when the principal has been paid in full, be refunded to Maker. The right to


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accelerate maturity of sums due under this Note does not include the right to
accelerate any interest that has not otherwise accrued on the date of such
acceleration, and Payee does not intend to charge or collect any unearned
interest in the event of acceleration. All sums paid or agreed to be paid to
Payee for the use, forbearance or detention of sums due hereunder shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of the loan evidenced by this Note until payment in
full so that the rate or amount of interest charged to the account of the loan
evidenced hereby does not exceed the applicable usury ceiling. Payee may delay
or forgo enforcing any of its rights or remedies under this Note without losing
them. If under any circumstances whatsoever interest would otherwise be payable
to the holder hereof in excess of the maximum lawful amount, the interest
payable to the holder hereof shall be reduced to the amount permitted under
applicable law; and if for any circumstances, the holder hereof shall ever
receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal hereof and such excess shall be
refunded to Maker. This Section shall control all agreements between Maker and
the holder hereof.

         EVENT OF DEFAULT. In case an Event of Default (as defined below) shall
occur and shall be continuing, the Principal Amount due and payable as of or
prior to the date of the occurrence of such Event of Default but not yet paid
shall become (along with all accrued but unpaid interest) immediately due and
payable. For purposes of this Note any Event of Default shall have occurred if:

                  (i) Maker shall fail to make any payment pursuant hereto when
         due;

                  (ii) Maker fails to perform promptly at the time and strictly
         in the manner provided in this Note or the Security Agreement, and such
         failure shall continue for a period of ten (10) calendar days after
         notice.

         ACCELERATION. If default is made in the payment due under this Note,
the entire principal balance owing hereon shall at once become due and payable,
at the option of the Payee(s) without written notice of acceleration to Maker.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default. Payee may declare
immediately due the entire indebtedness, including the unpaid principal balance
on this Note, all accrued unpaid interest and all other amounts, costs and
expenses for which Maker is responsible under this Note or pertaining to this
loan.

         COLLATERAL. The indebtedness evidenced by this Promissory Note shall be
secured pursuant to that certain Security Agreement of even date herewith.

         SPECIAL PROVISIONS. Maker issues this Note, without recourse to him for
any deficiency in the value of the collateral securing this indebtedness. This
Note is a limited obligation of Maker and shall be payable by Maker as to
principal and interest solely from the collateral pledged herefor as hereinafter
set forth, and shall be a valid claim of any holder thereof only against such
collateral. In the event that Maker defaults on its repayment obligation under
this Promissory Note, the Payee or any holder, shall have recourse against and
only to the extent of the value of the Collateral specified herein. Payee or any
holder's recourse against Maker is limited to the value of the Collateral. In


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the event that the value of the Collateral is less than the amount outstanding
hereunder, Payee or any holder shall have no cause of action against Maker for
any deficiency between the value of the Collateral and the amount owed under
this Promissory Note. In the event that Maker defaults on its obligations under
this Note, Payee or any holder's recourse, pursuant to the Security Agreement
shall be only as to those Shares of stock purchased but not yet paid for
pursuant to the terms hereunder and thereunder.

         As set forth in that certain Security Agreement of even date herewith,
liability on this Promissory Note shall be recourse only as to any Shares of
Overhill Corporation common stock purchased by Maker pursuant to that certain
Stock Option Agreement, but for which payment has not yet been made, and shall
be non-recourse as to any assets of Maker and any Shares of Overhill Corporation
common stock purchased by Maker pursuant to the Stock Option Agreement, or
otherwise, and for which payment has been made. The Promissory Note shall be
non-recourse as to any other assets of Maker, specifically including any other
shares of Overhill Corporation Stock Maker may own. Maker and Payee specifically
acknowledge that no personal liability shall attach to any individual executing
the promissory note other that as stated herein.

         As set forth in the Security Agreement, Maker shall obtain full and
complete ownership of the shares of Overhill Corporation common stock for all
purposes upon the execution of this Agreement. Said ownership shall include, but
not be limited to, any and all shareholder rights, to include shareholder-voting
rights on all Shares.

         The purchase price or exercise price for the Overhill Corporation
common stock, as provided in the Stock Option Agreement, is One Hundred
Eighty-Four Thousand Eight Hundred Seventy Five Dollars ($184,875), constituting
a price per Share of $0.75. Consequently, upon payment of each seventy-five
cents ($0.75) of Principal made pursuant to this Note, Maker shall be deemed to
have paid for one (1) Share of Overhill Corporation common stock. In the event
of default, Payee's recourse, pursuant to the Security Agreement shall only be
to the number of Shares of Overhill Corporation common stock for which payment
has not been made, said number to be calculated by dividing the Principal Amount
outstanding hereunder by $0.75 for each Share. Payee shall have no recourse as
to Shares purchased pursuant to the Stock Option Agreement and paid for pursuant
to the terms herein described.

         SEVERABILITY. If any part of this Note cannot be enforced, this fact
will not affect the rest of the Note.

         CAPTIONS. The headings are included herein for ease of reference only
and shall not be considered in the construction or interpretation of the terms
and provisions of this date.

         OPTIONAL PREPAYMENTS. This Note may be prepaid in whole or in part,
without premium or penalty, at any time. Any such prepayment shall be applied
first to accrued but unpaid interest as of the date of such prepayment and then
to the outstanding Principal Amount of this Note in the inverse order of
scheduled principal payments.

         GOVERNING LAW. THIS NOTE HAS BEEN DELIVERED TO AND ACCEPTED BY LENDER
IN CLARK COUNTY, NEVADA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA. ANY LEGAL PROCEEDINGS INSTITUTED UNDER
THIS NOTE SHALL BE BROUGHT IN CLARK COUNTY, NEVADA.


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         IN WITNESS WHEREOF, William E. Shatley has caused this Note to be dated
and to be executed on this 25th day of September 2001.


                                             /S/ WILLIAM E. SHATLEY
                                             -----------------------------------
                                             WILLIAM E. SHATLEY



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