Exhibit 4.15

                                     NOTE


 $250.000.00                                               September.30, 1999

      FOR VALUE RECEIVED,  the undersigned, WINTERSTONE  MANAGEMENT, INC.,  a
 Texas corporation (the "Maker"), hereby promises to pay to the order of ZION
 CAPITAL, INC., a Nevada  corporation ("Lender"), at  its offices located  at
 3773 Howard Hughes Blvd.,  Suite 300 North, Las  Vegas, Nevada 89109, or  at
 such other location as Lender may designate to Maker in writing, on or prior
 to September ___, 2000, in lawful money of the United States of America, the
 principal sum of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00)
 or so much thereof  as may be advanced  and outstanding hereunder,  together
 with interest as hereinafter described.

      This Note (this "Note") evidences  the Term Loan made pursuant to,  and
 has been executed and delivered under, and  is subject to the terms of,  the
 Loan Agreement of even date herewith  (as the same may be amended,  modified
 or supplemented from time to time, the "Loan Agreement"), between Maker  and
 Lender, and  is the  "Note" referred  to therein.  Unless otherwise  defined
 herein, each capitalized term used herein has the meaning given to such term
 in the  Loan  Agreement.   Reference  is  made  to the  Loan  Agreement  for
 provisions  affecting  this   Note  regarding   payments  and   prepayments,
 acceleration of maturity,  exercise of rights,  payment of attorneys'  fees,
 court costs, and  other costs of  collection, certain waivers  by Maker  and
 others now or hereafter obligated for payment of any sums due hereunder, and
 security for the payment hereof.

      Subject to  the  terms  of, and  as  set  forth in  and  calculated  in
 accordance with, the Loan Agreement, the  unpaid principal balance from  day
 to day outstanding hereunder shall bear  interest at a rate per annum  equal
 to the Fixed Rate.  Accrued and unpaid interest on the outstanding principal
 balance hereof shall  be due  and payable  on the  last day  of each  month,
 commencing October 3], 1999,  and at maturity.   All past due principal  and
 interest shall bear  interest at the  Default Rate.  The entire  outstanding
 principal balance hereof shall bear interest at the Default Rate during  the
 continuance of any Event of Default.  Interest payable  at the Default  Rate
 shall be payable from time to time on demand.

      This Note is entitled to the benefits of the Loan Documents.

      The Maker and  each surety, guarantor, endorser,  and other party  ever
 liable for payment of  any sums of  money payable  on  this Note jointly and
 severally waive notice, presentment, demand for payment, protest, notice  of
 protest and  non-payment  or dishonor,  notice  of acceleration,  notice  of
 intent to accelerate, notice of intent  to demand, diligence in  collecting,
 grace, and all other  formalities of any kind,  except any notice and  grace
 periods provided  in  the Loan  Agreement,  and consent  to  all  extensions
 without notice  for any  period or  periods of  time and  partial  payments,
 before or after maturity, all without  prejudice to the holder.  The  holder
 shall similarly have the right to deal in any way, at any time, with one  or
 more of the  foregoing parties  without notice to  any other  party, and  to
 grant any such  party any  extensions of  time for  payment of  any of  said
 indebtedness, or to grant any other indulgences or forbearances  whatsoever,
 without notice  to any  other party  and without  in any  way affecting  the
 personal liability of any party hereunder.

<PAGE>

      THIS NOTE SHALL  BE GOVERNED BY  AND CONSTRUED IN  ACCORDANCE WITH  THE
 LAWS OF THE STATE OF NEVADA AND THE APPLICABLE LAWS OF THE UNITED STATES  OF
 AMERICA.  THIS NOTE IS PERFORMABLE IN LAS VEGAS, NEVADA.

      THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS  EXECUTED
 AND DELIVERED BY MAKER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS
 NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF BORROWER AND LENDER WITH  RESPECT
 TO THE INDEBTEDNESS EVIDENCED BY THIS  NOTE AND SUPERSEDE ANY AND ALL  PRIOR
 COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN
 OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT  BE
 CONTRADICTED OR VARIED BY EVIDENCE  OF PRIOR, CONTEMPORANEOUS OR  SUBSEQUENT
 ORAL AGREEMENTS OR  DISCUSSIONS  OF BORROWER AND  LENDER THERE  ARE NO  ORAL
 AGREEMENTS BETWEEN BORROWER AND LENDER.


      Executed and delivered on the date first written above.


                                       BORROWER:

                                       WINTERSTONE MANAGEMENT, INC.


                                       By:    /s/
                                          -------------------------------
                                         Name: __________________________

                                         Title:__________________________