THIS  SECURITY  HAS NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR
APPLICABLE  STATE  SECURITIES  LAWS,  NOR  THE  SECURITIES  LAWS  OF  ANY  OTHER
JURISDICTION.  IT MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THOSE SECURITIES LAWS
OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED.

                                   CBCOM, INC.

                           Convertible Promissory Note
                               Due April 24, 2001

$53,000 (plus                                          Date:  April 23,  2000
additional Loaned Funds)

                  CBCOM, INC. (the "Company"), a Delaware corporation, for value
received, hereby promises to pay to Max Sun ("Lender"), the amount of the Loaned
Funds (as defined below) unpaid and outstanding from time to time, with interest
on the unpaid  balance of such  principal  amount as described  below.  The full
unpaid  principal  amount of the  Loaned  Funds  plus  interest  will be due and
payable  on April 23,  2001 (the  "Maturity  Date").  Payment  of  interest  and
principal  shall be made in lawful money of the United  States of America at the
principal  office of the Lender or at such other place as the Lender  shall have
designated  to the Company in writing.  In the event the Maturity  Date is not a
business  day in Los  Angeles,  California,  payment  shall  be made on the next
succeeding business day.

1. Loaned Funds.  Lender has extended credit to the Company,  and is expected to
   ------------
continue to extend  credit to the Company  ("Loan"),  which Loan is evidenced by
this Note.  The principal  amount of the Loan shall include (a) the initial loan
of  $53,000,  and (b) any other  loans or advances  Lender  agrees,  in its sole
discretion,  to make to the Company that are not covered by any other  agreement
between the Company and Lender.  Each month that Lender makes  advances or loans
to the Company, the Company shall enter the amount of those advances or loans at
Exhibit A of this Note, and shall have Lender  acknowledge  that  installment on
that  exhibit.  The  aggregate of unpaid loans and advances  listed on Exhibit A
from time to time shall be referred to as "Loaned Funds."

2.  Interest . This Note shall bear  interest at the rate of seven  percent (7%)
    --------
per annum on the unpaid principal  balance of Loaned Funds outstanding from time
to time. Interest will commence on any installment of Loaned Funds from the date
set forth in  Exhibit A, and  continue  through  the date on which  such  unpaid
principal balance is repaid in full.  Throughout the term of this Note, interest
shall be calculated on the basis of a 365-day year and shall be computed for the
actual number of days in the period for which interest is charged.

3.       Conversion.
         ----------
         3.1 Conversion  Rights. The unpaid principal amount of this Note may be
             ------------------
converted  into shares of the  Company's  Common  Stock,  at the election of the
Lender,  at any time prior to the close of business on the business day prior to

                                        1
<PAGE>
the  Maturity  Date,  at the  conversion  price of $1.00  per  share,  as may be
adjusted in  accordance  with section 4 hereof  (such  conversion  price,  as so
adjusted and in effect at any time, herein called the "Conversion Price"),  into
the number of fully paid and nonassessable  shares of the Company's Common Stock
determined by dividing the principal amount to be so converted by the Conversion
Price in effect at the time of such  conversion.  If the Lender converts some or
all of this Note from time to time, he shall be entitled to receive the interest
accrued to the  conversion  date on that portion of this Note so  converted,  in
cash or in stock at the Company's option.

         3.2 Notice of Conversion;  New Note. This Note may be converted in full
             -------------------------------
or in part by the Lender  prior to the  Maturity  Date by surrender of this Note
with the notice of conversion annexed hereto duly executed by Lender (specifying
the portion of the  principal  amount  thereof to be  converted in the case of a
partial  conversion) to the Company.  Upon any partial  conversion of this Note,
the Company will make the appropriate  entry evidencing such partial  conversion
at Exhibit A, and the amount of principal and interest (if any)  represented  by
such  conversion  shall be reduced  from the  then-outstanding  amount of Loaned
Funds.  Each conversion shall be deemed to have been effected  immediately prior
to the close of business on the date on which this Note and notice of conversion
shall have been so surrendered to the Company.

         3.3 Delivery of Stock  Certificates;  Fractional Shares. As promptly as
             ---------------------------------------------------
practicable  after the  conversion  of this Note in full or in part,  and in any
event  within 30 days  thereafter,  the  Company at its  expense  will issue and
deliver  to the  Lender a  certificate  or  certificates  for the number of full
shares of Common  Stock  issuable  upon such  conversion,  plus,  in lieu of any
fractional share to which the Lender would otherwise be entitled,  cash equal to
such fraction of the Conversion Price.

4.       Adjustment of Conversion Price.
         ------------------------------
         4.1 Adjustments  for Stock Splits,  etc. In the event the Company shall
at any time  undergo a stock  split,  stock  dividend  or other  combination  or
subdivision that does not involve payment of consideration for such shares,  the
Conversion  Price  in  effect   immediately   prior  to  such  change  shall  be
proportionately  decreased.  In the event the Company  shall at any time combine
its outstanding  Common Stock, the Conversion Price in effect  immediately prior
to such combination  shall be  proportionately  increased.  Any adjustment shall
become  effective at the close of business on the date that such  subdivision or
combination shall become effective.

         4.2  Certificate as to  Adjustments.  In the case of each adjustment or
              ------------------------------
readjustment  of the  Conversion  Price  pursuant to this Section 4, the Company
will promptly  compute such  adjustment or  readjustment  in accordance with the
terms  hereof  and  cause  a  certificate   setting  forth  such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based to be delivered to the Lender.

         4.3  Notices.  In the event of: (a) any capital  reorganization  of the
              -------
Company,  any  reclassification  or recapitalization of the capital stock of the
Company or any transfer of all or substantially all of the assets of the Company

                                       2
<PAGE>
to any other person or any consolidation or merger involving the Company, or (b)
any  voluntary or  involuntary  dissolution,  liquidation  or  winding-up of the
Company,  the  Company  will mail to the  Lender  at least 10 days  prior to the
earliest  date  specified  therein,  a  notice  specifying  the date and a brief
description of the event in question.


         4.4  Reservation of Stock  Issuable on Conversion.  The Company will at
              --------------------------------------------
all times prior to the  Maturity  Date  reserve and keep  available,  solely for
issuance and delivery  upon the  conversion  of this Note,  all shares of Common
Stock from time to time issuable upon the conversion of this Note. All shares of
Common Stock issuable upon conversion of this Note shall be duly authorized and,
when issued, validly issued, fully paid and nonassessable.


5.       Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the
         ----------------------------------------------------------
Company  consolidates with or merges into any other corporation and shall not be
the continuing or surviving  corporation of such  consolidation  or merger,  the
Company, at its option, may redeem the Note or make proper provision so that the
Lender will upon conversion of this Note receive shares of equity  securities of
the surviving  entity as nearly  equivalent as possible in kind and value to the
Common  Stock into which this Note would  otherwise be  convertible  immediately
prior to the date of such  consolidation or merger,  provided that in the second
case the surviving entity shall agree to remain liable under the Note until such
conversion is finished.

6.       Default.
         -------
         6.1 Events of Default.  Each of the following  events shall be an Event
             -----------------
of Default hereunder: (a) default in the payment of any principal or interest on
the  Note  when  due,  continued  for 30  days;  or (b)  if the  Company  or any
subsidiary shall make an assignment for the benefit of creditors,  or shall file
a  voluntary  petition  in  bankruptcy,  or shall be  adjudicated  a bankrupt or
insolvent,  or shall  file  any  petition  or  answer  seeking  for  itself  any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under any present or future  statue,  law or  regulation,  or
shall  seek or  consent  to or  acquiesce  in the  appointment  of any  trustee,
receiver or liquidator of the Company or of all or any  substantial  part of the
properties  of the Company,  or commence  voluntary or  involuntary  dissolution
proceedings.  If an event of default under the Note occurs and is continuing for
a period of more  than ten days,  the  Lender of the Note may  declare  the Note
immediately due and payable.

         6.2  Remedies on  Default,  etc. In case of a default in the payment of
              --------------------------
any  principal  of or interest on this Note,  the Company will pay to the Lender
thereof the amount owing together with (a) simple interest at the rate per annum
equal  to the  lower  of (x)  15%  and  (y) the  maximum  rate  permitted  under
applicable law on the amounts past due, and (b) such additional  amount as shall


                                       3
<PAGE>
be sufficient to cover the cost and expenses of collection,  including,  without
limitation,  reasonable  attorneys' fees, expenses and disbursements.  No right,
power or remedy  conferred  by this Note upon Lender  shall be  exclusive of any
other right,  power or remedy  referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.

7.  Application of Payments.  Payments  received by Lender pursuant to the terms
    -----------------------
hereof shall be applied in the following  manner:  First,  to the payment of all
out of pocket expenses, charges, costs and fees incurred by or payable to Lender
and for which the Company is obligated pursuant to the terms hereof;  second, to
the payment of all interest  accrued to the date of such payment;  and third, to
the payment of  principal.  Notwithstanding  anything to the contrary  contained
herein, after the occurrence and during the continuation of an Event of Default,
all amounts  received by Lender from any party shall be applied in such order as
Lender, in its sole discretion, may elect.

8.  Amendment of Note.  The  provisions  of this Note may be amended or modified
    -----------------
only with written consent of the Company and the Lender.

9. Waiver. The Company hereby waives diligence, presentment, protest and demand,
   ------
notice of protest,  dishonor and  nonpayment of this Note and  expressly  agrees
that,  without in any way  affecting  the  liability  of the Company  hereunder,
Lender may extend any maturity  date or the time for payment of any  installment
due hereunder,  accept additional  security,  release any party liable hereunder
and  release any  security  now or  hereafter  securing  this Note.  The Company
further waives,  to the full extent permitted by law, the right to plead any and
all statutes of limitations as a defense to any demand on this Note.

10.  Attorney's  Fees.  If this  Note is not paid  when  due or if any  Event of
     ----------------
Default  occurs,  the  Company  promises  to pay all  costs of  enforcement  and
collection,  including, but not limited to, Lender's attorney's fees, whether or
not any action or proceeding is brought to enforce the provisions hereof.

11. Severability.  Every provision of this Note is intended to be severable.  In
    ------------
the  event any term or  provision  hereof is  declared  by a court of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such illegality
or invalidity  shall not affect the balance of the terms and provisions  hereof,
which terms and provisions shall remain binding and enforceable.

12.  Choice of Law.  This Note shall be governed by and  construed in accordance
     -------------
with the laws of the State of  California.  Any and all disputes  arising  under
this Note shall be  adjudicated  in the  appropriate  court in the county of Los
Angeles,  California,  and all parties submit to  jurisdiction of such court for
resolution of such disputes.

13. Interest Rate Limitation.  It is the intent of the Company and Lender in the
    ------------------------
execution  of this Note and all other  instruments  securing  this Note that the
loan evidenced  hereby be exempt from the  restrictions of the usury laws of the
State of California.  In the event that, for any reason, it should be determined

                                       4
<PAGE>
that the California  usury law is applicable to the loan, the Company and Lender
stipulate and agree that none of the terms and provisions contained herein shall
ever be construed to create a contract for the use,  forbearance or detention of
money requiring  payment of interest at a rate in excess of the maximum interest
rate  permitted  to be charged by the laws of the State of  California.  In such
event,  if the  Lender  shall  collect  monies  which are  deemed to  constitute
interest which would otherwise increase the effective interest rate on this Note
to a rate in excess of the maximum  rate  permitted to be charged by the laws of
the State of California,  all such sums deemed to constitute  interest in excess
of such maximum rate shall, at the option of Lender,  be credited to the payment
of the sums due hereunder or returned to the Company.

14. Entire  Agreement.  This Note  constitutes  the entire  agreement  among the
    -----------------
parties  with regard to the subjects  hereof,  and  supersedes  and replaces any
prior or  contemporaneous  negotiations,  discussions,  contracts or agreements,
written  or oral.  The terms and  conditions  of this  Note  shall  inure to the
benefit of, and be binding upon,  the  respective  successors and assigns of the
parties.  Nothing  in this Note is  intended  to  confer on any third  party any
rights, liabilities or obligations, except as specifically provided.

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


                                   CBCOM, INC.




                                    By
                                      -----------------
                                      Charles Lesser,
                                      Chief Financial Officer and
                                                   Secretary






















                                       5
<PAGE>

                              NOTICE OF CONVERSION
                              --------------------
                   [To Be Signed Only upon Conversion of Note]


TO CBCOM, INC.:

                  The  undersigned,  the Lender of the  foregoing  Note,  hereby
surrenders  such the Note for  conversion  into shares of Common Stock of CBCOM,
INC., to the extent of $         unpaid  principal  amount  of  such  Note,  and
                        ---------
requests that  the  certificates  for  such shares be issued in the name of, and
delivered to,                    , whose address is
            ---------------------                  ----------------------------.

         Dated:
               ------------------


                                        -------------------------------
                                        (Signature must conform in all respects
                                         to name of Lender as  specified on the
                                         face of the Note.)


                                        -------------------------------
                                                   (Address)




























                                       6
<PAGE>

                                    EXHIBIT A

                            SCHEDULE OF LOANED FUNDS


Date of Loan                         Amount                  Notes
------------                         ------                  -----
April 24, 2000                       $53,000
















































                                       7