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                                                                   EXHIBIT 10.28

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, IN
RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC
OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER OR OTHER DISPOSITION OF SUCH
SECURITIES OR ANY PORTION THEREOF MAY NOT BE ACCOMPLISHED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND QUALIFICATION UNDER
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


                                 PROMISSORY NOTE

$4,500,000                                                 Santa Ana, California
                                                                 October 1, 1999

        1. FOR VALUE RECEIVED, ESCROW.COM, INC., a Delaware corporation (the
"Borrower"), promises to pay to the order of MICROGENERAL CORPORATION, a
Delaware corporation (the "Lender") at Lender's offices (or such other place as
Lender may direct from time to time), in lawful money of the United States, the
principal sum of Four Million Five Hundred Thousand Dollars ($4,500,000). This
note shall bear interest at the rate of three percent (3%) per annum. All
principal and accrued interest shall be due and payable on October 1, 2006.

        2. The principal of this Note is payable only to the registered holder
of this Note. With the prior written consent of Lender, the Borrower may at any
time and without penalty prepay all or any portion of the principal owing
hereunder.

        3. This Note is unsecured, full recourse and shall be governed by the
laws of the State of California.

        4. In the event of (i) a material default by Borrower under that certain
Intellectual Property Transfer, Right of First Refusal and Warrant Purchase
Agreement of even date herewith by and between Borrower and Lender or that
certain Warrant to purchase Common Stock of Borrower of even date herewith
issued by Borrower to Lender, and such default is not cured within thirty (30)
days of notice thereof or (ii) a Bankruptcy of Borrower, Lender may declare the
entire principal and unpaid accrued interest immediately due and payable by
written notice to Borrower. As used herein, "Bankruptcy" means (Y) the
institution by Borrower of proceeding to be adjudicated as bankrupt or
insolvent, or consent by it to the institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the federal Bankruptcy Act, or any other
applicable federal or state law, or the consent by it to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee or
other similar official of Borrower, or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the taking
of corporate action by Borrower in furtherance of any such action, or, (Z) if,
within sixty (60) days after the commencement of an action against Borrower (and
service of process in connection therewith on Borrower), seeking any bankruptcy,
insolvency,


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reorganization, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such action shall not have been resolved in
favor of Borrower or all orders or proceedings thereunder affecting the
operations or the business of Borrower stayed, or if the stay of any such order
or proceeding shall thereafter be set aside, or if, within sixty (60) days after
the appointment without consent or acquiescence of Borrower or of all or any
substantial part of the properties of Borrower, such appointment shall not have
been vacated.

        IN WITNESS WHEREOF, this Note is executed as of the date first written
above.

                                      ESCROW.COM, INC
                                      A Delaware corporation


                                      By:
                                         ---------------------------------------
                                         Mark Attaway, President