Exhibit 10.19
                                 -------------

                                 PROMISSORY NOTE

Principal: $2,000,000.00
Loan Date: 08-07-2002
Maturity:  09-01-2003
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>

================================================================================
<TABLE>
<S>                                  <C>                        <C>
Principal Amount: $2,000,000.00      Initial Rate: 5.750%       Date of Note: August 7, 2002
</TABLE>

PROMISE TO PAY. CATEGORY 5 TECHNOLOGIES,  INC.  ("BoRRower")  promises to pay to
ZIONS FIRST  NATIONAL  BANK  ("Lender),  or order IN lawful  money of the United
States  of   America,  the  principal  amount of TWO  MILLION  & 00/100  DOLLARS
($2,000,000.00) or so much as may be outstanding,  together with interest on the
unpaid  outstanding  prINCIPAL  balance  of  each  advance.  Interest  shall  be
calculated FROM the date of each advance until repayment of each advance.

PAYMENT.  Borrower wiLL pay the loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on September 1, 2003.  In addition,  Borrower
will pay regular monthly  payments of all accrued unpaid interest due as of each
payment date, beginning September 2, 2002, with all subsequent interest payments
to be due on the same day of each month after that.  Unless  otherwise agreed or
required by applicable  law,  payments  will be applied first to accrued  unpaid
interest,  then to principal,  and any remaining amount to any unpaid collection
costs.  The annual  interest rate for this Note is computed on a 365/360  basis;
that is, by applying  the ratio of the annual  interest  rate over a year of 360
days, multiplied by the outstanding principal balance,  multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's  address  shown above or at such other place as Leader may designate in
writing.

VARIABLE  INTEREST  RATE.  The interest  rates on this Note is subject to change
from time to time based on changes in an  independent  index  which is the Prime
Rate.  Prime  Rate means an index  which is  determined  daily by the  published
commercial loan variable rate index held by any two of the following banks: J.P.
Morgan Chase & Co., Wells Fargo Bank N.A., and Bank of America N.A. In the event
no two of the above  banks have the same  published  rate,  the bank  having the
median rate will establish the Prime Rate.  This  definition of Prime Rate is to
be strictly  interpreted  and is not  intended  to serve any purpose  other than
providing an index to determine the variable  interest  rate used herein.  It is
not the lowest rate at which Zions First  National Bank may make loans to any of
its  customers,  either now or in the future.  (the  "Index").  The Index is not
necesaarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable  during the term of this Loan,  Lender may  designate  a  substitute
index after notice to Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request. The interest rate change will not occur more often than
each Day.  Borrower  understands that Lender may make loans based on other rates
as well.  The index  currently  is 4.760% per  annum.  The  Interest  rate to be
applied to the unpaid principal  balance of the Note will be at a rate of 1.000
percentage  point over the  index,  resulting  in an initial  rate of 6.750% per
annum.  NOTICE:  Under no  circumstances  will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments will not,  unless agreed to by Lender in writing,  relieve  Borrower of
Borrower's  obligation to continue to make payments of accrued unpaid  interest.
Rather,  early payments will reduce the principal  balance due.  Borrower agrees
not to send  Lender  payments  marked  "paid in full",  "without  recourse",  or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of  Lender's  rights  under  this  Note,  and  Borrower  will  remain
obligated to pay any further amount owed to Lender.  All written  communications
concerning  disputed amounts,  including any check or other payment  instruments
that indicates that the payment constitutes "payment in full" of the amount owed
or  that  is  tendered  with  other   corrections  or  limitations  or  as  full
satisfaction  of a disputed  amount must be mailed or delivered  to: Zions First
National Bank, P.O. Box 25822 Salt Lake City, UT 84125-0822.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase the variable interest rate on this Note to 4.000 percentage points over
the Index.  The  interest  rate will not exceed the maximum  rate  permitted  by
applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

         Payment Default. Borrower fails to make any payment when due under this
         Note.

         Other  Defaults.  Borrower fails to comply with or to perform any other
         term,  obligation,  covenant or condition  contained in this Note or in
         any of the related  documents or to comply with or to perform any term,
         obligation,  covenant or  condition  contained  in any other  agreement
         between Lender and Borrower.

         Default in Favor of Third  Parties.  Borrower or any  Grantor  defaults
         under any loan,  extension of credit,  security agreement,  purchase or
         sales agreement, or any other agreement, in favor of any other creditor
         or person  that may  materially  affect any of  Borrower's  property or
         Borrower's ability to repay this Note or perform Borrower's obligations
         under this Note or any of the related documents.

         False  Statements.  Any warranty,  representation  or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the  related  documents  is  false  or  misleading  in any  material
         respect,  either now or at the time made or furnished or becomes  false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going  business,  the  insolvency  of Borrower,  the  appointment  of a
         receiver for any part of Borrower's  property,  any  assignment for the
         benefit of creditors,  any type of credit workout,  or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture  Proceedings.  Commencement  of  foreclosure  or
         forfeiture  proceedings,  whether  by  judicial  proceeding,  self-help
         repossession or any other method, by any creditor of Borrower or by any
         governmental  agency  against any  collateral  securing the loan.  This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts,  with Lender.  However, this Event of Default shall not apply
         if there is a good faith  dispute by  Borrower  as to the  validity  or
         reasonableness  of the  claim  which is the  basis of the  creditor  or
         forfeiture  proceeding  and if Borrower  gives Lender written notice of
         the Creditor or for  forfeiture  proceeding  and  deposits  with Lender
         monies or a surety bond for the creditor or forfeiture  proceeding,  in
         an amount  determined by Lender,  in its sole  discretion,  as being an
         adequate reserve or bond for the dispute.

         Event  Affecting  Guarantor.  Any of the  preceding  events occurs with
         respect to any guarantor,  endorser,  surety, or accommodation party of
         any  of  the  indebtedness  or  any  guarantor,  endorser,  surety,  or
         accommodation party dies or becomes incompetent, or revokes or disputes
         the validity of, or liability  under,  any guaranty of the indebtedness
         evidenced by this Note. In the event of a death,  Lender, at its option



<PAGE>

                                 PROMISSORY NOTE
Loan No: 9001                      (Continued)                            Page 2
================================================================================


         may, but shall not be required  to,  permit the  guarantor's  estate to
         assume  unconditionally the obligations arising under the guaranty in a
         manner  satisfactory  to Lender,  and,  in doing so,  cure any Event of
         Default.

         Change In  Ownership.  Any change in ownership of  twenty-five  percent
         (25%) or more of the common stock of Borrower.

         Adverse  Change.   A  material  adverse  change  occurs  in  Borrower's
         financial  condition,  or Lender  believes  the  prospect of payment or
         performance of this Note is impaired.

         Insecurity. Lender in good faith believes itself insecure.

         Cure  Provisions.  If any  default,  other than a default in payment is
         curable and if Borrower  has not been given a notice of a breach of the
         same provision of this Note within the preceding twelve (12) months, it
         may be cured (and no event of default will have  occurred) if Borrower,
         after  receiving  written  notice  from Lender  demanding  cure of such
         default:  (1) cures the default within fifteen (15) days, or (2) if the
         cure requires more than fifteen (15) days,  immediately initiates steps
         which Lender deems in Lender's sole discretion to be sufficient to cure
         the default and  thereafter  continues and completes all reasonable and
         necessary steps sufficient to produce  compliance as soon as reasonably
         practical.

LENDER'S  RIGHTS.  Upon default.  Lender may declare the entire unpaid principal
balance on this Note and all accrued Unpaid interest  immediately  due, and than
Borrower will pay that amount.

ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that amount.  This
includes,  subject to any  limits  under  applicable  law,  Lender's  reasonable
attorneys' fees and Lender's legal expenses,  whether or not there is a lawsuit,
including without  limitation all reasonable  attorneys' fees and legal expenses
for bankruptcy  proceedings (including efforts to modify or vacate any automatic
stay or injunction),  and appeals. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by law.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance  with  federal  law and the laws of the State of Utah.  This Note has
been accepted by Lender in the State of Utah.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of SALT LAKE County, State of Utah.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $15.00 if  Borrower
makes a payment on Borrower's  loan and the cheek or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  To the extant  permitted by applicable  law, Lender reserves a
right of  setoff  in all  Borrower's  account  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However.  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL.  Borrower  acknowledges  this Note is secured by IN  ADDITION TO ANY
OTHER COLLATERAL,  A COMMERCIAL SECURITY AGREEMENT DATED SEPTEMBER 11, 2001, ALL
THE TERMS AND CONDITIONS OF WHICH ARE HEREBY  INCORPORATED AND MADE PART OF THIS
NOTE.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this  Note may be  requested  either  orally or in  writing  by  Borrower  or as
provided in this  paragraph.  Lender may,  but need not,  require  that all oral
requests  be  confirmed  in  writing.  All  communications,   instructions,   or
directions  by  telephone  or otherwise to Lender are to be directed to Lender's
office shown above.  The  following  person  currently is  authorized to request
advances and authorize  payments under the line of credit until Lender  receives
from Borrower,  at Lender's address shown above, written notice of revocation of
his or her  authority:  PAUL S ANDERSON,  CEO of CATEGORY 5  TECHNOLOGIES,  INC.
Borrower  agrees to be liable for all sums either:  (A)  advanced in  accordance
with  the  instructions  of an  authorized  person  or  (B)  credited  to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any  time  may be  evidenced  by  endorsements  on this  Note or by  Lender's
internal  records,  including  daily  computer  print-outs.  Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default  under the terms of this Note or any  agreement  that Borrower or any
guarantor has with Lender,  including any agreement made in connection  with the
signing of this Note; (B) Borrower or any guarantor  ceases doing business or is
insolvent;  (C) any  guarantor  seeks,  claims or  otherwise  attempts to limit,
modify or revoke such guarantor's  guarantee of this Note or any other loan with
Lender;  (D)  Borrower  has  applied  funds  provided  pursuant to this Note for
purposes  other than  those  authorized  by Lender;  or (E) Lender in good faith
believes itself insecure.

ARBITRATION DISCLOSURES.

         1.  ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY
         VERY LIMITED REVIEW BY A COURT.
         2. IN  ARBITRATION  THE PARTIES ARE WAIVING  THEIR RIGHT TO LITIGATE IN
         COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.
         3. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.
         4.  ARBITRATORS ARE NOT REQUIRED TO INCLUDE  FACTUAL  FINDINGS OR LEGAL
         REASONING IN THEIR AWARDS.  THE RIGHT TO APPEAL OR SEEK MODIFICATION OF
         ARBITRATORS' RULINGS IS VERY LIMITED.
         5. A PANEL OF  ARBITRATORS  MIGHT INCLUDE AN  ARBITRATOR  WHO IS OR WAS
         AFFILIATED WITH THE BANKING INDUSTRY.
         6. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST
         THOSE CONCERNING THE AGREEMENT.
         7. IF YOU HAVE QUESTIONS  ABOUT  ARBITRATION,  CONSULT YOUR ATTORNEY OR
         THE AMERICAN ARBITRATION ASSOCIATION.

         (a) Any claim or controversy  ("Dispute")  between or among the parties
         and their employees,  agents, affiliates,  and assigns,  including, but
         not limited to, Disputes  arising out of or relating to this agreement,
         this  arbitration  provision  ("arbitration  clause"),  or any  related
         agreements or  instruments  relating  hereto or delivered in connection
         herewith ("Related Agreements"),  and including,  but not limited to, a
         Dispute based on or arising from an alleged tort,  shall at the request
         of any party be resolved by binding  arbitration in accordance with the
         applicable  arbitration rules of the American  Arbitration  Association
         (the "Administrator").  The provisions of this arbitration clause shall
         survive any termination,  amendment, or expiration of this agreement or
         Related  Agreements.  The provisions of this  arbitration  clause shall
         supersede any prior arbitration agreement between or among the parties.

         (b) The arbitration  proceedings  shall be conducted in a city mutually
         agreed by the parties.  Absent such an agreement,  arbitration  will be
         conducted  in  Salt  Lake  City,  Utah or such  other  place  as may be
         determined   by  the   Administrator.   The   Administrator   and   the
         arbitrator(s)  shall have the  authority to the extent  practicable  to
         take any action to require the  arbitration  proceeding to be completed
         and this  arbitrator(s)'  award issued within 150 days of the filing of
         the Dispute with the  Administrator.  The arbitrator(s)  shall have the
         authority  to impose  sanctions  on any party that fails to comply with
         time  periods  imposed  by  the  Administrator  or  the  arbitrator(s),
         including the sanction of summarily  dismissing  any Dispute or defense
         with prejudice.  The arbitrator(s)) shall have the authority to resolve
         any Dispute  regarding the terms of this  agreement,  this  arbitration
         clause,  or  Related  Agreements,  including  any claim or  controversy
         regarding the  arbitrability  of any dispute.  All limitations  periods
         applicable to any Dispute or defense;  whether by statute or agreement,


<PAGE>


                                 PROMISSORY NOTE
Loan No: 9001                      (Continued)                            Page 3
================================================================================

         shall  apply  to  any   arbitration   proceeding   hereunder   and  the
         arbitrator(s) shall have the authority to decide whether any Dispute or
         defense is barred by a  limitations  period  and,  if so, to  summarily
         enter an award  dismissing  any Dispute or defense on that  basis.  The
         doctrines of  compulsory  counterclaim,  res judicata,  and  collateral
         estoppel shall apply to any arbitration  proceeding Hereunder so that a
         party must state as a counterclaim  in the  arbitration  proceeding any
         claim or controversy  which arises out of the transaction or occurrence
         that is the subject matter of the Dispute. The arbitrator(s) may in the
         arbitrator(s)'  discretion  and  at  the  request  of  any  party:  (1)
         consolidate in a single arbitration  proceeding any other claim arising
         out of the same transaction involving another parry to that transaction
         that is bound by an arbitration clause with Lender,  such as borrowers,
         guarantors,  sureties, and owners of collateral; and (2) consolidate or
         administer  multiple  arbitration  claims or  controversies  as a class
         action  in  accordance  with  Rule 23 of the  Federal  Rules  of  Civil
         Procedure.

         (c) The arbitrator(s) shall be selected in accordance with the rules of
         the Administrator from panels maintained by the Administrator. A single
         arbitrator  shall have  expertise in the subject matter of the Dispute.
         Where three arbitrators conduct an arbitration proceeding,  the Dispute
         shall be decided by a majority vote of the three arbitrators,  at least
         one of whom must have  expertise  in the subject  matter of the Dispute
         and  at  least  one  of  whom  must  be  a  practicing  attorney.   The
         arbitrator(s) shall award to the prevailing party recovery of all costs
         and   fees   (including   attorneys'   fees  and   costs,   arbitration
         administration   fees  and  costs,   and   arbitrator(s)'   fees).  The
         arbitrator(s), either during the pendency of the arbitration proceeding
         or as part of the  arbitration  award,  also may grant  provisional  or
         ancillary  remedies including but not limited to an award of injunctive
         relief, foreclosure. sequestration,  attachment, replevin, garnishment,
         or the appointment of a receiver.

         (d)  Judgement  upon an  arbitration  award may be entered in any court
         having  jurisdiction,   subject  to  the  following   limitation:   the
         arbitration  award is binding  upon the parties only if the amount does
         not exceed Four Million Dollars  ($4,000,000.00);  if the award exceeds
         that limit,  either party may demand the right to a court trial. Such a
         demand  must be filed with the  Administrator  within  thirty (30) days
         following the date of the  arbitration  award;  if such a demand is not
         made with that time period,  the amount of the arbitration  award shall
         be binding. The computation of the total amount of an arbitration award
         shall  include   amounts   awarded  for  attorneys'   fees  and  costs,
         arbitration administration fees and costs, and arbitrator(s)' fees.

         (e) No provision of this  arbitration  clause,  nor the exercise of any
         rights hereunder, shall limit the right of any party to: (1) judicially
         or  nonjudicially  foreclose  against  any  real or  personal  property
         collateral  or  other  security;   (2)  exercise  self-help   remedies,
         including but not limited to  repossession  and setoff  rights;  or (3)
         obtain from a court having  jurisdiction  thereover any  provisional or
         ancillary  remedies  including  but not limited to  injunctive  relief,
         foreclosure,  sequestration,  attachment, replevin, garnishment, or the
         appointment  of a receiver.  Such rights can be  exercised at any time,
         before or after initiation of an arbitration proceeding,  except to the
         extent such action is contrary to the arbitration  award.  The exercise
         of such rights shall not constitute a waiver of the right to submit any
         Dispute to  arbitration,  and any claim or  controversy  related to the
         exercise  of such rights  shall be a Dispute to be  resolved  under the
         provisions  of  this  arbitration   clause.   Any  party  may  initiate
         arbitration with the Administrator. If any party desires to arbitrate a
         Dispute  asserted  against  such  party in a  complaint,  counterclaim,
         cross-claim, or third-party complaint thereto, or in an answer or other
         reply to any such pleading,  such party must make an appropriate motion
         to the trial court seeking to compel arbitration,  which motion must be
         filed  with the court  within 45 days of service  of the  pleading,  or
         amendment  thereto,  setting  forth  such  Dispute.  If  arbrtrabon  is
         compelled  after  commencement  of litigation  of a Dispute,  the party
         obtaining an order compelling  arbitration  shall commence  arbitration
         and pay the  Administrator's  filing  fees and costs  within 45 days of
         entry of such order.  Failure to do so shall constitute an agreement to
         proceed with  litigation  and waiver of the right to arbitrate.  In any
         arbitration  commenced  by a consumer  regarding  a  consumer  Dispute,
         Lender  shall pay one half of the  Administrator's  filing  fee,  up to
         $250.

         (f)  Notwithstanding  the  applicability  of  any  other  law  to  this
         agreement,  the arbitration  clause, or Related  Agreements  between or
         among the parties,  the Federal Arbitration Act, 9 U.S.C.  Section 1 et
         seq.,  shall  apply  to the  construction  and  interpretation  of this
         arbitration  clause. If any provision of this arbitration clause should
         be  determined  to be  unenforceable,  all  other  provisions  of  this
         arbitration clause shall remain in full force and effect.

WAIVER OF CLAIMS.  BORROWER  (i)  REPRESENTS  THAT THEY HAVE NO  DEFENSES  TO OR
SETOFFS  AGAINST ANY  INDEBTEDNESS OR OTHER  OBLIGATIONS  OWING TO LENDER OR ITS
AFFILIATES (THE "OBLIGATIONS"),  NOR CLAIMS AGAINST LENDER OR ITS AFFILIATES FOR
ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, AND (ii) RELEASE
LENDER AND ITS AFFILIATES FROM ALL CLAIMS,  CAUSES OF ACTION,  AND COSTS, IN LAW
OR EQUITY,  EXISTING AS OF THE DATE OF THIS NOTE, WHICH BORROWER HAS OR MAY HAVE
BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, RELATED
OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS NOTE. THIS
PROVISION  SHALL NOT APPLY TO CLAIMS  FOR  PERFORMANCE  OF  EXPRESS  CONTRACTUAL
OBLIGATIONS OWING TO BORROWER BY LENDER OR ITS AFFILIATES.

PRIOR NOTE. THIS IS A RENEWAL OF A PROMISSORY NOTE FROM BORROWER TO LENDER DATED
SEPTEMBER 11, 2001 IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,000,000.00.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE  INFORMATION WE REPORT TO CONSUMER  REPORTING  AGENCIES.
Please notify us if we report any inaccurate  information  about your account(s)
to a consumer  reporting  agency.  Your written  notice  describing the specific
inaccuracy(ies)  should  be sent to us at the  following  address:  Zions  First
National Bank P.O. Box 1507 SALT LAKE CITY, UT 84110-1507

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarartees or endorses this Note,  to the extent  allowed by law,  waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise  expressly stated in writing,  no party
who signs  this  Note,  whether  as  maker,  guarantor,  accommodation  maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security  interest in the collateral;  and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lander may modify this loan  without the consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Note are joint and several.



<PAGE>


                                 PROMISSORY NOTE
Loan No: 9001                      (Continued)                            Page 4
================================================================================

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

CATEGORY 5 TECHNOLOGIES, INC.


By:    /s/
  --------------------------------
PAUL S ANDERSON, CEO of CATEGORY 5
TECHNOLOGIES, INC.