The  securities  evidenced  hereby have not been registered under the Securities
Act  of  1933  (the  "Act")  or  any  state  securities  laws  and  must be held
indefinitely  unless  they are transferred pursuant to an effective registration
statement  under  the  Act  and any applicable state securities laws, or must be
held until the receipt of an opinion of counsel satisfactory to the Company that
registration  is  not  required.

                                 PROMISSORY NOTE


$81,998.55                                                   February  24,  1998
                                                    Darlington,  South  Carolina

     FOR  VALUE  RECEIVED, the undersigned, George M. Harrison, Jr. ("Harrison")
promises  to  pay  to  the order of Darlington Music Co., Inc., a South Carolina
corporation  (together  with  any  holder hereof, the "Holder"), at 515 Congress
Avenue,  Suite  1200, Austin, Texas  78701 (or at such other place as the Holder
may specify), in lawful money of the United States of America, the principal sum
of  Eighty-One  Thousand, Nine Hundred Ninety-Eight Dollars and Fifty-Five Cents
($81,998.55)  in  payments  of  Twenty-Seven  Thousand, Three Hundred Thirty-Two
Dollars and Eighty-Five Cents ($27,332.85) plus accrued interest on December 15,
1998, December 15, 1999 and December 15, 2000.  Unpaid principal hereunder shall
bear  interest at the rate of 8% per annum.  Interest shall accrue from the date
hereof.  Interest  shall  be  computed  on  the  outstanding  principal  amount
hereunder  on  the basis of the actual number of days elapsed over a year of 360
days.  Whenever  any  payment  hereunder  shall  become  due, or otherwise would
occur, on a day that is not a business day, such payment may be made on the next
succeeding  business  day,  and  such  extension  of  time shall in such case be
included  in  the  computation  of  interest,  if  applicable.

     Prepayment of principal and interest in whole or in part may be made at any
time  without  penalty.

     Harrison: (i) promises to pay all expenses, including reasonable attorneys'
fees,  actually  incurred  in  the  enforcement or collection of this Promissory
Note; (ii) agrees that no delay, failure to act or failure to exercise any right
or  remedy  on  the  part  of  the  Holder shall in any way affect or impair its
obligations;  and  (iii)  waives  its rights to presentment, protest, demand and
notice  of  dishonor,  and  further  waives  its  rights to all other notices or
demands  that  might  otherwise  be  required  by  law.

     In  the event of a default in the payment of any principal or interest when
due  under this Promissory Note, which default shall continue for a period of 30
days following receipt by Harrison of a written notice from the Holder, then the
entire  balance outstanding hereunder shall, at the option of the Holder, become
forthwith  due  and  payable, without presentment, notice of dishonor or protest
for  the  payment  of  the  whole  or  any  part hereof, and the Holder shall be
entitled  to  exercise  cumulatively all other rights and privileges provided by
law.  Failure  at  any time to exercise the foregoing or any other rights by the
Holder hereunder shall not constitute a waiver thereof, nor shall it be a bar to
the  exercise  of  any  of  the  aforesaid  options  or  rights at a later date.

     Time  is  of  the  essence  with  respect  to  this  Promissory  Note.

     The  provisions of this Promissory Note are to be governed by and construed
according  to  the  laws  of  the  State  of  South  Carolina.

     IN  WITNESS  WHEREOF,  Harrison  has caused this Promissory Note to be duly
executed  and  delivered  as  of  the  day  and  year  first  above  written.




                                   /s/  George  M.  Harrison,  Jr.
                                   -------------------------------
                                   George  M.  Harrison,  Jr.

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