NON-NEGOTIABLE PROMISSORY NOTE

$1,495,000.00                                                    July 30, 2007


      FOR  VALUE   RECEIVED,   FirstPlus   Development   Company  and  FirstPlus
Enterprises,  Inc., each Texas corporations (collectively,  the "MAKER"), hereby
promise to pay Globalnet  Enterprises,  LLC, a  Pennsylvania  limited  liability
company ("PAYEE"),  the principal amount of ONE MILLION FOUR HUNDRED NINETY FIVE
THOUSAND DOLLARS  ($1,495,000.00),  with interest on the principal amount hereof
from time to time  outstanding from the date hereof at the rate of seven percent
(7%) per annum, or, if and when  applicable,  at the Default Rate (as defined in
Section 2.2 below),  such  interest and principal to be paid as set forth below,
in lawful  currency  of the United  States of America in  immediately  available
funds,  without  counterclaim or setoff (except as provided herein) and free and
clear of, and without  any  deduction  or  withholding  for,  any taxes or other
payments.

      This Note has been  delivered  pursuant  to,  and in  connection  with the
closing of the  transactions  contemplated  by that  certain  Agreement  for the
Purchase and Sale of Membership  Interests,  dated the date hereof, by and among
Maker, Payee and Others (the "PURCHASE  AGREEMENT").  The Purchase Agreement and
all other agreements,  documents and instruments  collateral  thereto,  together
with all amendments, replacements, increases, renewals and modifications thereof
or thereto, are collectively referred herein as the "TRANSACTION DOCUMENTS".

                                    ARTICLE I

                                PAYMENT; MATURITY

      Section 1.1 Subject to Payee's  right to demand  payment of principal  and
accrued  interest as otherwise set forth in this Note,  the principal  amount of
this Note, and interest thereon,  shall be due and payable in a lump sum on July
___, 2009 (the "MATURITY DATE").

      Section 1.2 All computations of interest shall be made on the basis of the
actual number of days elapsed in a three hundred sixty (360) day year.

      Section 1.3 The principal  amount of this Note is  pre-payable in whole or
in part at any time,  without premium or penalty;  provided,  however,  that any
such  prepayment is accompanied by payment of all accrued and unpaid interest on
the amount  prepaid to the date of  prepayment  and payment of all other amounts
due and payable hereunder.

      Section 1.4 All  payments  shall be applied  first to payment of all fees,
expenses and other amounts due to Payee (excluding principal and interest), then
to accrued  interest,  and the  balance on  account  of  outstanding  principal;
provided,  however,  that after an Event of Default hereunder,  payments will be
applied to the  obligations  of Maker to Payee as Payee  determines  in its sole
discretion.



                                   ARTICLE II

                      ADDITIONAL PAYMENTS; USURY LIMITATION

      Section 2.1 From and after the Maturity Date,  either as stated in Section
1.1 hereof or as the result of a declaration of maturity made by Payee,  whether
by acceleration or otherwise,  and from and after the occurrence of any Event of
Default  hereunder  irrespective  of any  declaration  of  maturity,  the entire
principal  remaining unpaid hereunder,  as well as any amounts owing pursuant to
Section 2.1, shall bear interest at the rate of ten percent (10%) per annum (the

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