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Intercompany Promissory Note

This is an actual contract by Caprock Communications.

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Sectors: Telecommunications
Governing Law: Texas, View Texas State Laws
Effective Date: June 18, 1998
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$2,500,000 June 18, 1998

FOR VALUE RECEIVED, on or before the Maturity Date (as hereinafter defined), the undersigned (hereinafter referred to as "BORROWER"), promises to pay to the order of CAPROCK COMMUNICATIONS CORP. ("LENDER") at its offices in Dallas, Dallas County, Texas, the amount of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000) (the "TOTAL PRINCIPAL AMOUNT"), or such amount less than the Total Principal Amount which is outstanding from time to time if the total amount outstanding under this Promissory Note ("NOTE") is less than the Total Principal Amount, together with interest on such portion of the Total Principal Amount which has been advanced to Borrower from the date advanced until paid at a floating rate per annum equal to the lesser of (a) the Maximum Rate (as hereinafter defined) or (b) the rate which is one and one-half percent (1.5%) above the Prime Rate (as hereinafter defined), calculated on the basis of actual days elapsed but computed as if each year consisted of 365 days.

Notwithstanding anything herein to the contrary, upon an Event of Default (as hereinafter defined) or at maturity whether by acceleration or otherwise, all principal of this Note shall, at the option of Lender, bear interest at the Maximum Rate until paid.

The term "MAXIMUM RATE," as used herein, shall mean at the particular time in question, the maximum rate of interest which, under applicable law, may then be charged on this Note. If applicable law ceases to provide for such a maximum rate of interest, the Maximum Rate shall be equal to eighteen percent (18%) per annum.

The term "PRIME RATE," as used herein, shall mean at the particular time in question, the Prime Rate of interest as established from time to time by Bank One, Texas, N.A. (which may not be the lowest, best or most favorable rate of interest which such bank may charge on loans to its customers).

The outstanding principal balance of this Note, together with all accrued but unpaid interest, shall be due and payable on August 31, 1998 (the "MATURITY DATE").

Borrower may request advances and make payments hereunder from time to time, provided that it is understood and agreed that the aggregate principal amount outstanding from time to time hereunder shall not at any time exceed the Total Principal Amount. Each change in the rate to be charged on this Note shall become effective without notice to Borrower on the effective date of each change in the Maximum Rate or the Prime Rate, as the case may be. The unpaid balance of this Note shall increase and decrease with each new advance or payment hereunder, as the case may be. This Note shall not be deemed terminated or canceled prior to the Maturity Date, although the entire principal balance hereof may from time to time be paid in full. Borrower may borrow, repay and reborrow hereunder. All regularly scheduled payments of the indebtedness evidenced by this Note shall be applied first to any accrued but unpaid interest then due and payable hereunder and then to the principal amount then due and payable. All non-regularly scheduled payments shall be applied to such

indebtedness in such order and manner as the holder of this Note may from time to time determine in its sole discretion. All payments and prepayments of principal of or interest on this Note shall be made in lawful money of the United States of America in immediately available funds, at the offices of Lender or such other place as the holder of this Note shall designate in writing to Borrower. If any payment of principal of or interest on this Note shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and any such extension of time shall be included in computing interest in connection with such payme
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