EXHIBIT 10.2

                               PROMISSORY NOTE
                               ---------------


 $2,250,000.00                                               October 28, 2005
                                                                Dallas, Texas

 FOR VALUE  RECEIVED, the  undersigned BEST  CIRCUIT  BOARDS, INC.,  a  Texas
 corporation (the "Borrower"), hereby promises to pay to the order of COMPASS
 BANK ("Bank")  at the  Bank's office  at 2620  Preston Road,  Frisco,  Texas
 75034-9433, or such other place as holder of this Note may direct, in lawful
 money of the United States of  America, the principal amount of Two  Million
 Two Hundred Fifty Thousand  and No/100 DOLLARS  ($2,250,000.00), or so  much
 thereof as  may  be  advanced  hereunder, with  interest  at  the  rate  and
 calculated in the manner described herein.

      1. Definitions. As used  in this Note, the  following terms shall  have
 the following meanings:

      (a) "Business Day" shall mean a day of the year on which national banks
 in New York, New York are open for business.

      (b) "Compass Bank Index Rate" shall mean the prime rate as published in
 "Money Rates" table  of The Wall  Street Journal on  the applicable day.  If
 multiple prime rates are  quoted in the table,  then the highest prime  rate
 will be the  Compass Bank  Index Rate. In  the event  the prime  rate is  no
 longer published in  the "Money Rates"  table, then the  Bank will choose  a
 substitute rate  as  the  Compass  Bank  Index  Rate  which  is  based  upon
 comparable information.

      (c) "Default Rate" shall mean the rate per annum which is five  percent
 (5%) above the Compass Bank Index Rate.

      (d) "Guarantor" shall mean Brad Jacoby.

      (e) "LIBOR Index Rate" shall mean the London Interbank Offered Rate for
 a period of thirty (30) days, as quoted on the Telerate Information  System,
 page 3750, on  the applicable determination  date (or in  the event no  such
 quotation is available on  such date on the  day most immediately  preceding
 the determination date  on which  such a  quotation was  available).  In the
 event the Telerate Information Service ceases to be available to the Bank or
 ceases to provide information sufficient  to determine the London  interbank
 offered rate for a period of thirty (30) days, the "LIBOR Index Rate"  shall
 mean the London Interbank Offered Rate for a period of thirty (30) days,  as
 published in  the "Money  Rates" table  of The  Wall Street  Journal on  the
 applicable determination  date  (or  in  the  event  no  such  quotation  is
 available on such date, as quoted on the day most immediately preceding  the
 determination date on which  such a quotation was  available). In the  event
 the London Interbank Offered Rate  for a period of  thirty (30) days, is  no
 longer published in  the "Money Rates"  table, then the  Bank will choose  a
 substitute rate as  the LIBOR Index  Rate based  on comparable  information,
 which may include  quotations from such  services as  Reuters Monitor  Money
 Rates Service or Knight-Rider News Service.

      (f) "LIBOR Based Rate" shall mean a rate of interest based on the LIBOR
 Index Rate.

      (g) "Loan" shall mean  the $2,250,000.00 loan made  to Borrower by  the
 Bank and evidenced hereby.

      (h) "Maturity Date" shall mean ____________ __, 2010.

      (i) "Maximum  Allowable  Rate" shall  mean,  on any  day,  the  maximum
 nonusurious rate  of  interest  permitted  for  that  day  by  whichever  of
 applicable federal or Texas law permits the higher interest rate, stated  as
 a rate per annum.

      (j) "Principal Amount" shall  mean that portion  of the Loan  evidenced
 hereby as is from time to time outstanding.

      (k) "Regulation D" shall mean Regulation D of the Board of Governors of
 the Federal Reserve System, as from time to time amended or supplemented.

      (l) "Regulation" shall mean with respect to the charging and collecting
 of interest  at a  LIBOR Based  Rate, any  United States  federal, state  or
 foreign laws,  treaties, rules  or regulations,  whether  now in  effect  or
 hereinafter  enacted  or  promulgated  (including  Regulation  D),  or   any
 interpretations, directives or  requests applying to  a class of  depository
 institutions including the Bank  under any United  States federal, state  or
 foreign laws or regulations (whether or not having the force of law) by  any
 court or governmental or monetary authority charged with the  interpretation
 or administration thereof.

      2. Payment; Interest. From and after the date thereof, this Note  shall
 bear interest and be payable as follows:

      (a) Interest shall be  payable monthly on  the first (1  ) day of  each
 month, with the  st first such  interest payment to  be due  and payable  on
 ____________ 1, 2005  and with subsequent  interest payments to  be due  and
 payable on the first (1 )  day of each succeeding  month until this st  Note
 has been paid  in full. Interest  shall be computed  daily on the  principal
 amount owing hereunder from time to time in  the manner and at the rate  set
 forth below.

      (b) Installments of principal in the amount of $37,500.00 each shall be
 due and payable on ____________ 1,  2005 and on the first  (1 ) day of  each
 month thereafter, through and st including ____________ 1, 2010.

      (c) The entire unpaid principal balance of this Note, together with all
 interest and  other sums  due under  the Loan  Documents, shall  be due  and
 payable on the Maturity Date.

      (d) In the event  the first day of  any month during  the term of  this
 Note is not a  Business Day, then notwithstanding  anything to the  contrary
 contained elsewhere herein any payment of principal or interest on this Note
 which would otherwise be payable on such day shall be due and payable on the
 next succeeding Business Day.

      (e) From and after the date hereof this Note shall bear interest on the
 outstanding unpaid principal balance  at a varying rate  per annum equal  to
 the lesser of (i) the Applicable  Rate and (ii) the Maximum Allowable  Rate,
 each such change in the rate of interest charged hereunder to be  effective,
 without notice to  Borrower, on  the effective date  of each  change in  the
 Applicable Rate or the Maximum Allowable Rate, as the case may be.  Interest
 on this Note shall  be calculated at a  daily rate equal  to 1/360th of  the
 annual percentage rate which this Note bears; provided, however, that if the
 Maximum Allowable Rate  would be exceeded  by virtue of  the calculation  of
 interest based upon a  360-day year, then to  the extent necessary to  avoid
 exceeding the  Maximum Allowable  Rate, interest  shall be  computed on  the
 basis of the actual number of  days elapsed in the applicable calendar  year
 in which it accrued; and provided further that if at any time the Applicable
 Rate exceeds  the  Maximum Allowable  Rate,  resulting in  the  charging  of
 interest under this Note to be  limited to the Maximum Allowable Rate,  then
 any subsequent reduction in the Applicable Rate shall not reduce the rate of
 interest below the Maximum Allowable Rate until the total amount of interest
 accrued on the  indebtedness evidenced  by this  Note equals  the amount  of
 interest which would have  accrued if the Applicable  Rate had at all  times
 been in effect. The "Applicable Rate" shall be a per annum rate equal to the
 LIBOR Index  Rate  in effect  from  day to  day  plus two  and  fifteen  one
 hundredth percent (2.15%).

      (f) After default or maturity, past due principal and past due interest
 to the extent permitted  by law, shall  bear interest at  the lesser of  the
 Maximum Allowable Rate or the Default Rate.

      (g) Notwithstanding any other provisions to the contrary in this  Note,
 if while this Note bears interest at a LIBOR Based Rate, the Bank determines
 that any  applicable law,  rule  or Regulation  shall  make it  unlawful  or
 impossible for the Bank to maintain loans bearing interest at the applicable
 LIBOR Based Rate, then the Principal Amount shall bear interest at a varying
 rate per annum equal to the Compass Bank Index Rate commencing either (i) on
 the last day of  the then current  calendar month if  the Bank may  lawfully
 continue until such day to maintain loans bearing interest at the applicable
 LIBOR Based Rate or (ii) immediately, if the Bank may not lawfully  continue
 to maintain loans bearing interest at the applicable LIBOR Based Rate to the
 end of such calendar month.

      (h) In  no event  shall the  rate of  interest calculated  and  charged
 hereunder exceed the Maximum Allowable Rate. All agreements between Borrower
 and the Bank, or any subsequent holder of this Note, whether now existing or
 hereafter arising and whether written or oral, are expressly limited so that
 in no contingency or event whatsoever, whether by reason of acceleration  of
 the maturity of this Note or  otherwise, shall the aggregate of all  amounts
 paid or  agreed  to  be paid  to  the  holder of  this  Note  for  the  use,
 forbearance or detention of the funds advanced pursuant to this Note or  for
 the performance or payment of any covenant or obligation contained herein or
 in any other document evidencing, securing or pertaining to this Note or  of
 any other debt evidenced hereby exceed  the Maximum Allowable Rate. If  from
 any circumstances whatsoever, fulfillment of any provision hereof or of  any
 such other document, at the time performance of such provision shall be due,
 shall involve transcending  the limit of  validity prescribed by  applicable
 law, then, ipso facto,  the obligation to be  fulfilled shall be reduced  to
 the limit  of  such  validity,  and  if  from  any  circumstance  or  reason
 whatsoever, the interest paid or received on this Note during its full  term
 produces a rate which  exceeds the Maximum Allowable  Rate, the Bank or  any
 subsequent holder of this Note shall refund  to the payor or, at the  Bank's
 or such holder's option, credit against  the unpaid principal of this  Note,
 if any, such portion  of said interest  as shall be  necessary to cause  the
 interest paid on this Note to produce a rate equal to the Maximum  Allowable
 Rate. All sums paid or agreed to be paid to any holder of this Note for  the
 use, forbearance or  detention of the  indebtedness evidenced  by this  Note
 shall, to the extent  permitted by applicable  law, be amortized,  prorated,
 allocated and spread in equal parts throughout the full term of this Note so
 that the interest  is uniform  throughout the full  term of  this Note.  The
 terms and provisions  of this paragraph  shall control  and supersede  every
 other provision of all  agreements between Borrower and  any holder of  this
 Note.

      3. Prepayments. This Note may  be prepaid in whole  or in part, at  any
 time, without premium or penalty.

      4. Security. The indebtedness evidenced hereby  is secured by a  Credit
 and Security Agreement of even date herewith (the "Loan Agreement")  between
 Borrower, Guarantor and  the Bank.  This Note,  the Loan  Agreement and  any
 other document  now  or  hereafter  evidencing,  securing,  guaranteeing  or
 executed in connection with the Loan  are, as the same  have been or may  be
 amended, restated,  modified  or  supplemented from  time  to  time,  herein
 sometimes called  individually  a "Loan  Document"  and together  the  "Loan
 Documents." Any notice  required or which  any party desires  to give  under
 this Note shall be  given and effective as  provided in the Loan  Agreement.
 This Note is included in the indebtedness referred to in the Loan  Documents
 and is entitled  to the  benefits of the  Loan Documents,  but neither  this
 reference to the Loan Documents nor  any provisions thereof shall affect  or
 impair the  absolute and  unconditional obligation  of Borrower  to pay  the
 principal of and interest on this Note when due.

       5. Purpose. Borrower  represents, warrants and  covenants to and  with
 the Bank and any other holder of this  Note that the loan evidenced by  this
 Note and all advances hereunder and  under the other Loan Documents are  and
 shall be for business, commercial, investment or other similar purposes  and
 not primarily for personal, family, household  or agricultural use, as  such
 terms are used in the Texas Finance Code.

      6.  Default.  As used in this  Note, "Event of  Default" shall mean the
 happening of any of the events  defined as constituting an Event of  Default
 in Loan Agreement. Upon  the occurrence of  an Event of  Default, or at  any
 time thereafter, the  holder of  this Note may,  with or  without notice  to
 Borrower, declare this Note to be forthwith due and payable, whereupon  this
 Note and  the  indebtedness evidenced  hereby  shall forthwith  be  due  and
 payable, both as  to principal  and interest,  without presentment,  demand,
 protest, or other  notice of  any kind, all  of which  are hereby  expressly
 waived, anything contained herein or in any of the Loan Documents or in  any
 other instrument executed in  connection with or securing  this Note to  the
 contrary notwithstanding.

      7.  Cross  Default.  Borrower  and  the  Bank  have  entered  into,  or
 subsequent to the date hereof Borrower and the Bank may enter into, an  ISDA
 Master Agreement (the "Master Agreement") under the terms of which  Borrower
 and the Bank have entered  into or may enter  into interest rate swap,  cap,
 floor, collar  or  option  transactions. Borrower  hereby  agrees  that  the
 occurrence  of  an  Event  of  Default  under  the  Master  Agreement  shall
 constitute an  Event  of  Default  under  this  Note,  and  the  Bank  shall
 thereafter have  all  rights and  remedies  available to  it  following  the
 occurrence of  an Event  of Default  under  both this  Note and  the  Master
 Agreement.

      8. Late Charge. If any installment of principal and/or interest payable
 under this Note is not paid  on or before ten (10)  days from the date  such
 installment is  due, Borrower  agrees to  pay a  late charge  equal to  five
 percent (5%) of the amount of the unpaid installment to compensate the  Bank
 for  the  additional  expense  involved  in  handling  delinquent  payments;
 however, the obligation to pay such late charge is subject to the limitation
 contained in the subparagraph (h) of Section 2 of this Note.

      9. Waivers. Except  as otherwise expressly  provided herein  or in  the
 other Loan Documents, Borrower  and any endorser or  guarantor of this  Note
 hereby waive demand, presentment for  payment, notice of dishonor,  protest,
 notice of intent to  accelerate, notice of  acceleration, notice of  protest
 and diligence  in collection  or bringing  suit and  agree that  the  holder
 hereof may  accept  partial payment,  or  release or  exchange  security  or
 collateral, without discharging  or releasing any  unreleased collateral  or
 the obligations evidenced hereby. No failure  of any holder of this Note  to
 accelerate the indebtedness evidenced hereby or to exercise any other  right
 hereunder shall be construed as a novation or modification of this Note or a
 waiver of the  holder's right to  thereafter insist  upon strict  compliance
 with the terms  of this Note  without prior notice  of such intention  being
 given to Borrower.

      10. Attorneys' Fees. Borrower  and each endorser  or guarantor of  this
 Note agree  to pay  reasonable attorneys'  fees and  costs incurred  by  the
 holder hereof in collecting or attempting  to collect this Note, whether  by
 suit or otherwise.

      11. Applicable Law; Venue;  Parties. THIS NOTE  IS BEING DELIVERED  TO,
 AND ACCEPTED BY,  THE BANK  IN THE STATE  OF TEXAS  AND THIS  NOTE SHALL  BE
 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF  TEXAS
 AND THE UNITED STATES OF AMERICA FROM  TIME TO TIME IN EFFECT.  Borrower and
 the Bank expressly agree  that Chapter 364 of  the Texas Finance Code  shall
 not apply to this Note or to the loan evidenced by this Note or any  advance
 thereunder. As used herein, the terms "Borrower", "Bank" and "holder"  shall
 be deemed  to include  their respective  successors, legal  representatives,
 heirs and  assigns,  whether  by  voluntary action  of  the  parties  or  by
 operation of law.

 IN WITNESS WHEREOF, Borrower has executed and delivered this Note in  Dallas
 Texas, as of the day and year first above written.

                                    BORROWER:
                                    ---------
                                    BEST CIRCUIT BOARDS, INC.,
                                    a Texas corporation

                                    By:______________________________________
                                    Brad Jacoby, President