PROMISSORY NOTE

Effective Date:  December 1, 1999


1.   Parties
          "Borrower"  means  James H.  Long,  and the  person's  successors  and
assigns. "Lender" means Allstar Systems, Inc. and its successors and assigns.

2.   Borrower's Promise To Pay; Interest
          In return for a loan  received from Lender,  Borrower  promises to pay
the principal sum of Three Hundred Thirty-five Thousand,  Five Hundred Fifty-one
and Fourteen /100 Dollars (U.S. $335,551.14), plus interest, to the order of the
Lender. Interest will be charged on the unpaid principal,  from the date hereof,
at the rate nine percent  (9%) per annum until the full amount of the  principal
has been paid.  Such  interest  shall be computed on the basis of a 360 day year
consisting of twelve thirty day months.

3.   Manner Of Payment

     (A)  Time
          On the first day of each month  beginning on January 1, 2000  Borrower
shall make equal  monthly  installments  of principal  and interest in an amount
equal  to  that  installment  of  Six  Thousand,  Nine  Hundred  Sixty-five  and
forty-nine/100  Dollars (U.S  $6,965.49)  which will amortize to loan over Sixty
(60) equal monthly  installments  of principal  and interest.  Any principal and
interest  remaining  on the first day of  December 1, 2004 , will be due on that
date, which is called the "Maturity Date"

     (B)  Place

          Payment  shall  be made  at  Allstar  Systems,  Inc.,  6401  Southwest
Freeway,  Houston,  Texas 77074 or such other place as Lender may  designate  in
writing by notice to the Borrower.

4.   Borrower's Right to Prepay

          Borrower  has the right to pay the debt  evidenced  by this  Note,  in
whole or in part, without charge or penalty, on the first day of any month.

5.   Borrower's Failure To Pay

     (A)  Late Charge for Overdue Payments
          If Lender has not received the full  monthly  payment  required by the
Security Instrument,  as described in Paragraph 3 of this Note by the end of the
fifteen calendar days after the payment is due, Lender may collect a late charge
in the amount of five per cent (5%) of the overdue amount of each payment.

     (B)  Default
          If Borrower  defaults  by failing to pay in full any monthly  payment,
then  Lender may  require  immediate  payment in full of the  principal  balance
remaining due and all accrued  interest.  Lender may choose not to exercise this
option without waiving its rights in the event of any subsequent default


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     (C)  Payment of Costs and Expenses
          If Lender has required  immediate payment in full, as described above,
Lender may require Borrower to pay costs and expenses  including  reasonable and
customary  attorney's  fees for enforcing  this Note.  Such fees and costs shall
bear interest from the date of disbursement at the same rate as the principal of
this Note.

6.  Waivers

          Borrower  and any other  person  who has  obligations  under this Note
waive the rights of presentment and notice of dishonor.  "Presentment" means the
right to require Lender to demand  payment of amounts due.  "Notice of dishonor"
means the right to require  Lender to give notice to other  persons that amounts
due have not been paid.

7.  Giving Of Notices

          Unless  applicable  law requires a different  method,  any notice that
must be given to  Borrower  under  this Note will be given by  delivering  it or
mailing it by first class mail to Borrower at the property address above or at a
different address if Borrower has given Lender a notice of Borrower's  different
address.

          Any notice that must be given to Lender  under this Note will be given
by first class mail to Lender at the address  stated in  Paragraph  4(B) or at a
different address if Borrower is given a notice of that different address.

8.  Obligations Of Persons Under This Note

          If more  than  one  person  signs  this  Note,  each  person  is fully
responsible  and  personally  obligated to keep all of the promises made in this
Note,  including  the promise to pay the full amount  owed.  Any person who is a
grantor,  surety or endorser of this Note is also  obligated to do these things.
Any person who takes over these  obligations,  including  the  obligations  of a
guarantor, surety or endorser of this Note, is also obligated to keep all of the
promises  made in this Note.  Lender  may  enforce  its  rights  under this Note
against each person  individually or against all signatories  together.  Any one
person  signing  this Note may be required to pay all of the amounts  owed under
this Note.

          BY  SIGNING  BELOW,  Borrower  accepts  and  agrees  to the  terms and
covenants contained in this Note.



---------------------------------           ----------------------------------
                Witness Signature           Borrower Signature

_________________________________           James H. Long
                   Witness Name             Borrower Name

_________________________________           as of  December 1, 1999_________
                          Date              Date