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Exhibit 10.7

This Note has not been registered under the Securities Act of 1933 (the
"Securities Act") or under the provisions of any applicable state securities
laws, but has been acquired by the registered holder hereof for purposes of
investment and in reliance on statutory exemptions under the Securities Act, and
under applicable state securities laws. This Note may not be sold, pledged,
transferred or assigned except in a transaction which is exempt under provisions
of the Securities Act and any applicable state securities laws or pursuant to an
effective registration statement; and in the case of any exemption, only if the
issuer has received an opinion of counsel satisfactory to the issuer that such
transaction does not require registration of this Note.

                ACHIEVEMENT TEC, INC. CONVERTIBLE PROMISSORY NOTE

January 1, 2001                                                      $950,000.00

         ACHIEVEMENT TEC, INC., a Delaware corporate ("ATI"), for value
received, hereby promises to pay to JOE LOYD AND/OR KAREN LOYD or registered
assigns (the "Holder") on or before the earlier to occur of (i) 16 calendar
quarters after the closing of a Qualified Financing (as defined in Section 3
hereof) after the date hereof or (ii) December 21, 2004 (the "Maturity Date") at
the principal offices of ATI, the principal sum of Nine Hundred Fifty Thousand
and no/100 Dollars ($950,000.00) in such legal tender of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest on advanced amounts at a varying
rate per annum equal to the Base Rate (hereinafter defined) plus one percent
(1%) per annum from the date of receipt of funds by ATI until ATI's obligation
with respect to the payment of such principal sum shall be discharged as set
forth in this Convertible Promissory Note (the "Note"). "Base Rate" shall mean
the rate of interest most recently announced publicly by Bank of America Trust,
N.A., from time to time, as its prime rate, which rate shall fluctuate.
Adjustments in the varying interest rate shall be made on the same day as each
change announced in the Base Rate. Interest shall accrue and be payable in legal
tender of the Holder at the Maturity Date or in an equity security of ATI as
provided in Section 3 hereof.

1.       TRANSFERS OF NOTE TO COMPLY WITH THE SECURITIES ACT.

         The Holder agrees not to make any disposition of all or any portion of
the Note unless and until:

         (a) there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or

         (b) (i) the Holder shall have notified ATI of the proposed disposition
and shall have furnished ATI with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if reasonably requested by ATI,
the Holder shall have furnished ATI with an opinion of counsel, reasonably
satisfactory to ATI that such disposition will not require registration of such
shares under the Securities Act.

         (c) Notwithstanding the provisions of Paragraphs (a) and (b) above, no
such registration statement or opinion of counsel shall be necessary for a
transfer by the Holder to a partner of its partnership or a retired partner of
such partnership who retires after the date hereof, or to the estate of any such
partner or retired partner or the transfer by gift, will or intestate succession
of any partner to his or her spouse, if the transferee agrees in writing to be
subject to the terms hereof to the same extent as if he or she were the original
Holder hereunder.

2.       PREPAYMENT.

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         The principal amount of this Note may be prepaid by ATI, in whole or in
part at any time without penalty or premium of any kind.

3.       VOLUNTARY CONVERSION.

         Upon the consummation of a Qualified Financing (hereinafter defined)
after the date hereof, the unpaid principal and accrued interest on this Note
may at Holders' option be converted (a "Voluntary Conversion") into shares of
ATI's Common Stock at the beginning of any of the subsequent 16 calendar
quarters and in amounts equal to the remaining quarterly balances due hereunder
at a price per share of one dollar ($1.00). In the event of a Voluntary
Conversion pursuant to this Section 3, the Holder of this Note shall receive
that number of shares of Common Stock that is equal to the outstanding principal
and unpaid accrued interest due to such Holders divided not less than one dollar
($1.00) per share.

         For purposes of this Section 3, a "Qualified Financing" shall mean
convertible equity financing of ATI in which (i) the gross proceeds to ATI from
the sale of Common or Preferred Stock equals or exceeds Five Million Dollars
($5,000,000.00), (ii) the investors consist of new investors in ATI, individuals
and/or venture capital firms and (iii) that closes on or before July 1, 2001
with terms that are customarily included in a venture capital financing,
including weighted average price-based anti-dilution adjustments.

4.       EVENTS OF DEFAULT.

         a. This Note shall become due and payable immediately upon any of the
following events, herein called "Events of Default":

                  (i)(i) default in the payment of the principal or accrued
                  interest on this Note, when and as the same shall become due
                  and payable, whether by acceleration or otherwise;

                  (ii) default in the due observance or performance of any
                  covenant, condition or agreement on the part of ATI to be
                  observed or performed pursuant to the terms hereof, if such
                  default shall continue uncured for 30 days after written
                  notice specifying such default shall have been given to ATI by
                  the Holder;

                  (iii)    application for, or consent to, the appointment of a
                  receiver, trustee or liquidator for ATI or of its property;

                  (iv)     admission in writing of ATI's inability to pay its
                  debts as they mature;

                  (v)      general assignments by ATI for the benefit of
                  creditors;

                  (vi)     filing by ATI of a voluntary petition in bankruptcy
                  or a petition or an answer seeking reorganization, or an
                  arrangement with creditors; or

                  (vii) entering against ATI of a court order approving a
                  petition filed against it under the federal bankruptcy laws,
                  which order shall not have been vacated or set aside or
                  otherwise terminated within 90 days.

         b. Upon the occurrence and during the continuation of any one or more
of the Events of Default specified above, the Holder may proceed to protect and
enforce its rights by suit in the specific performance of any covenant or
agreement contained in this Note or may proceed to enforce the payment of this
Note or to enforce any other legal or equitable rights as such Holder may have.

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5.       MISCELLANEOUS.

         a.       This Note has been issued by ATI pursuant to authorization of
the Board of Directors of ATI.

         b.       Notwithstanding the terms of this Note, payment required is
subject to the terms of that Agreement of Purchase and Sale effective January 1,
2001.


                                        Achievement Tec, Inc.

                                        By:
                                           ---------------------------

                                        Name:
                                             -------------------------

                                        Title:
                                              -------------------------