Sample Business Contracts

Non Negotiable Promissory Note - SigmaCom Corp. and Herman D. Axelrod

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                           SIGMACOM CORPORATION
                        5741 ARAPAHOE RD., SUITE 2B
                          BOULDER, COLORADO 80303
                              (303) 440-8214
                            FAX (303) 440-8201


     Herman D. Axelrod ("Payee") at                                   
     , or such other address of which Debtor may be notified, agrees to
loan SigmaCom Corporation ("Debtor") up to Twenty Five Thousand and
no/100's dollars ($25,000.00), in lawful money of the United States, which
may be borrowed from time to time upon notice by Debtor.  Debtor promises
to pay to Payee interest on the money borrowed at the rate of 2% over
prime (as defined in THE WALL STREET JOURNAL), and such payments will be
made quarterly beginning on October 1, 1992, and subsequently thereafter.
The payment of principal and final interest will be due three years from
the date hereof.  Debtor may prepay at any time without penalty.

     If this Note or any payment scheduled herein is not paid when due or
declared due hereunder, the entire principal and accrued interest thereon
shall draw interest at the rate of eighteen percent (18%) per annum, and
failure to make any payment of principal or interest when due or any
default under any encumbrance or agreement securing this Note shall cause
the whole Note to become due at once, or the interest to be counted as
principal, at the option of the payee.

     The Debtor hereof waives presentment for payment, protest, notice of
non-payment and of protest, and agrees to any extension of the time of
payment and partial payments before, at or after maturity, and if this
Note or interest thereon is not paid when due at stated or accelerated
maturity, or suit is brought, Debtor agrees to pay all reasonable costs of
collection, including reasonable attorney's fees.

     This promissory note is secured by the furniture, fixtures,
computers, peripherals, software, accounts receivables, and all other
assets, whether stated or not, of Sigmacom Corporation.

PAYEE                                   SIGMACOM CORPORATION

/s/ Herman D. Axelrod                   /s/ Herman D. Axelrod
---------------------------------       ---------------------------------
                                        Herman D. Axelrod, President