SECURED CONVERTIBLE PROMISSORY NOTE

FIRESTONE COMMUNICATIONS, INC.,
a Delaware corporation
6125 Airport Freeway, Suite 200
Ft. Worth, Texas 76117
Attention: Mr. Leonard L. Firestone
("Borrower")

12K, LLC,
a Florida limited liability company
2022 Hendricks Avenue
Jacksonville, Florida 32207
Attention: Raymond K. Mason, Sr.
("Lender")

PRINCIPAL AMOUNT OF NOTE:   $1,000,000.00

MATURITY DATE:              August 1, 2008

INTEREST RATE:              7% (fixed)

Borrower promises to pay to the order of Lender, or its successors or assigns,
the Principal Amount of this Note, or such additional sum as may be advanced and
is outstanding from time to time during the term of this Note (including all
renewals, extensions or modifications hereof). Interest shall accrue on the
outstanding principal amount of this Note at a rate equal to the Interest Rate,
and shall be paid as set forth below. Lender's obligation to make advances to
Borrower under this Note shall terminate if Borrower is in Default hereunder.
Amounts borrowed by Borrower hereunder and evidenced by this Note may increase
or decrease during the term hereof and may be repaid and reborrowed (provided
Borrower is not in default as provided herein at the time of reborrowing) but at
no time shall exceed the amount of the Note.

DEFINITIONS. LOAN DOCUMENTS. The term "Loan Documents" used in this Note and the
other Loan Documents refers to all documents executed in connection with or
related to the loan evidenced by this Note and any prior notes which evidence
all or any portion of the loan evidenced by this Note and any other documents
executed in connection therewith or related thereto, and may include, without
limitation, a loan agreement, this Note, guaranty agreements, security
agreements, security instruments, financing statements, mortgage instruments any
renewals or modifications, whenever any of the foregoing are executed.
OBLIGATIONS. The term "Obligations" used in this Note refers to any and all
indebtedness and other obligations under this Note, all other obligations under
any other Loan Document(s) between Borrower and Lender whenever executed.
CERTAIN OTHER TERMS. All terms that are used but not otherwise


                                       1



defined in any of the Loan Documents shall have the definitions provided in the
Uniform Commercial Code.

USE OF PROCEEDS: The Borrower shall use the proceeds of the loans made by the
Lender to the Borrower pursuant to this Note for general corporate and working
capital purposes. No portion of this loan is to be used for the purpose of
purchasing or carrying any "margin stock" or "margin security" as such terms are
used in Regulation U and X of the Board of Governors of the Federal Reserve
System (2 C.F.R. Parts 221 and 224).

DRAW SCHEDULE: Amounts will be advanced to Borrower under this Note solely in
accordance with and pursuant to the schedule attached hereto as EXHIBIT A.

REPAYMENT TERMS: Borrower shall pay to Lender on the first day of each calendar
month payments equal to the interest owed on the outstanding principal amount
commencing on October 1, 2005, through December 1, 2006. Commencing January 1,
2007, and on the first day of the month thereafter through the Maturity Date,
Borrower shall make twenty (20) monthly payments of principal equal to
$50,000.00, plus accrued interest due on the then outstanding principal balance
of the Note, with payments being credited first to accrued and unpaid interest
and any remainder then credited to principal.

LOAN AGREEMENT: This Note is subject to the provisions of that certain Loan
Agreement between Lender and Borrower of even date herewith, as modified from
time to time.

DEFAULT RATE: In addition to all other rights contained in this Note and the
Loan Agreement, if a Default (as defined herein) occurs and as long as a Default
continues, all outstanding Obligations shall bear interest at the maximum rate
permitted by applicable law, from the date that payment of such principal or
interest is due until the date of payment thereof.

LATE CHARGE: Borrower shall pay a late charge on any payment which is not paid
within five (5) days after the date due of five percent (5%) of said amount
which amount shall be in addition to the payment of interest pursuant to this
Note.

LIMITATION OF INTEREST RATE: Notwithstanding anything to the contrary contained
in this Note, if the interest rate specified herein shall exceed the maximum
rate permitted by applicable law as in effect from time to time, Borrower shall
pay interest at the highest permissible rate, which rate shall change as and
when such highest permissible rate shall change. If Borrower makes an interest
payment hereunder that exceeds the maximum amount of interest permitted by
applicable law, the excess of such payment above the maximum amount that
lawfully may be paid automatically shall be credited toward the payment of
principal so as to reduce the amount of the final payment of principal due
hereunder or, if Borrower makes an interest payment that


                                       2



exceeds the maximum amount of interest permitted by applicable law and all
principal hereunder shall have been previously or thereby paid in full, such
payment shall be deemed to have been the result of mathematical error and Lender
shall refund to Borrower the amount of such payment that is in excess of the
amount that lawfully may be paid.

PLACE OF PAYMENT: Payments of both principal and interest hereunder are to be
made in immediately available funds sent not later than 1:00 p.m., Jacksonville,
Florida time, on the date due, to Lender at its principal office as stated above
(or in such other manner or at such other address as may be designated by Lender
in writing), without the necessity of any presentment of this Note by it or any
notation thereon.

SECURITY: Borrower has granted to Lender a security interest in the collateral
described in that certain Security Agreement as described in the Loan Agreement.
The Borrower's right to payment pursuant to the terms of this Note shall be
secured to the extent and on the terms and conditions set forth in the Security
Agreement, and the terms and provisions of the Security Agreement are
incorporated herein by reference.

CONVERSION: The Lender shall have the right, at the Lender's sole discretion, to
convert this Note, in whole or in part, into fully paid and nonassessable shares
of the Borrower's voting common stock (the "Common Stock"). Provided that this
Note is not in Default, the number of shares of Common Stock into which this
Note may be converted shall be determined by dividing the principal amount of
this Note then outstanding and being converted, plus all accrued interest to the
date of conversion, by an amount equal to $2.00 per share (the "Conversion
Price"). If this Note is in Default, the Conversion Price shall be an amount
equal to $1.00 per share.

     Antidilution Provisions. The Conversion Price shall be subject to
adjustment from time to time as follows:

          (i) Stock Splits and Combinations. In case the Borrower shall at any
time or from time to time after the date of this Note: (A) subdivide or split
the outstanding shares of Common Stock, (B) combine or reclassify the
outstanding shares of Common Stock into a smaller number of shares or (C) issue
by reclassification of the shares of Common Stock any shares of Common Stock of
the Borrower, then, and in each such case, the Conversion Price in effect
immediately prior to such event or the record date therefor, whichever is
earlier, shall be adjusted so that the holder of this Note thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock or other securities of the Borrower which such holder would have
owned or have been entitled to receive after the occurrence of any of the events
described above, had such Note been surrendered for conversion immediately prior
to the occurrence of such event or the record date therefor, whichever is
earlier. An adjustment made pursuant to this subparagraph (i) shall become
effective at the


                                       3



close of business on the day upon which such corporate action becomes effective.
Such adjustment shall be made successively whenever any event listed above shall
occur.

          (ii) Stock Dividends in Common Stock. In case the Borrower shall at
any time or from time to time after the date of this Note pay a dividend or make
a distribution in shares of Common Stock on any class of Capital Stock of the
Borrower other than dividends or distributions of shares of Common Stock or
other securities with respect to which adjustments are provided in clause (i)
above, the Conversion Price shall be adjusted so that the holder of this Note
shall be entitled to receive upon conversion thereof, the number of shares of
Common Stock determined by multiplying (A) the applicable Conversion Price by
(B) a fraction, the numerator of which shall be the number of shares of Common
Stock theretofore outstanding and the denominator of which shall be the sum of
such number of shares and the total number of shares issued in such dividend or
distribution.

          (iii) Issuance of Rights or Warrants. In case the Borrower shall issue
rights or warrants entitling such holders to subscribe for or purchase Common
Stock at a price per share less than the Conversion Price, the Conversion Price
in effect immediately prior to the close of business on the record date fixed
for determination of stockholders entitled to receive such rights or warrants
shall be reduced by multiplying such Conversion Price by a fraction, the
numerator of which is the sum of the number of shares of Common Stock
outstanding at the close of business on such record date and the number of
shares of Common Stock that the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such current Conversion Price and the denominator of which is the sum of the
number of shares of Common Stock outstanding at the close of business on such
record date and the number of additional shares of Common Stock so offered for
subscription or purchase. For purposes of this subparagraph (iii), the issuance
of rights or warrants to subscribe for or purchase securities convertible into
Common Stock shall be deemed to be the issuance of rights or warrants to
purchase the Common Stock into which such securities are convertible at an
aggregate offering price equal to the sum of the aggregate offering price of
such securities and the minimum aggregate amount (if any) payable upon
conversion of such securities into Common Stock. Such adjustment shall be made
successively whenever any such event shall occur.

     Conversion Procedure. Lender may exercise its right to convert this Note
into shares of Common Stock (the "Conversion Shares") by delivering a written
notice (the "Exercise Notice") together with this Note, duly endorsed for
transfer, to the Borrower. The Exercise Notice shall state the amount of
principal and/or interest to be converted and the name or names in which the
certificate or certificates for the Conversion Shares are to be issued.


                                        4



     Effect of Conversion. The Borrower shall, within five (5) days of the
Lender's delivery of the Exercise Notice, issue and deliver to the Lender a
certificate or certificates for the number of Conversion Shares to which the
Lender shall be entitled as aforesaid. No fractional Conversion Shares shall be
issued upon conversion of this Note. In lieu of the Borrower issuing any
fractional shares to the Lender upon the conversion of this Note, the Borrower
shall make a cash payment to the Lender equal to the same fraction of purchase
price per share for a Conversion Share. Upon conversion of this Note, the
Borrower shall be forever released from all its obligations and liabilities
under this Note except for the payment of any unconverted principal and/or
interest.

     Further Assurances. The Lender shall execute and deliver such other
agreements of instruments necessary to effectuate the terms and conditions set
forth in this section as the Borrower may reasonably request.

ASSIGNMENT OF NOTE BY LENDER: Lender shall have the right, which may be
exercised at any time, whether or not this Note is due, to pledge or transfer
this Note and collateral therefor and, if this Note is due, to demand, sue for,
collect or make any compromise or settlement it deems desirable with reference
to the collateral.

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

DEFAULT: The following shall constitute an "Event of Default" under this Note:
(a) the Borrower fails to pay any Obligation as defined herein within ten (10)
days of the due date thereof, by acceleration or otherwise; (b) there is a
breach by Borrower in the performance of any of the terms or provisions of this
Note, as at any time amended, or of any of the terms or provisions of any other
agreement between Lender and the Borrower, including, but not limited to, any
guaranty agreement under which any Obligation is guaranteed to Lender, or under
any agreement between Lender and any other party with respect to Lender's
transactions with the Borrower or with respect to any Obligations or the
Collateral therefor, whether such agreements are now existing or are hereafter
entered into; (c) any representation, covenant or warranty made by the Borrower
in connection with this Note is breached; (d) any statement or data furnished by
or for the Borrower relating to the Collateral or to the operations, financial
condition or business affairs of the Borrower proves to be false in any material
respect; (e) the Borrower becomes insolvent or unable to meet its debts as they
mature, suspends operations as presently conducted, discontinues business as a
going concern, or makes an assignment for the benefit of creditors; (f) there is
filed by or against the Borrower a petition under any of the provisions of the
Bankruptcy code, as at any time amended, or any proceedings are commenced by or
against the Borrower under any insolvency law, or a receiver or trustee is
appointed to administer the assets or affairs of the Borrower; (g) a judgment is
entered or an attachment is levied against the assets of the Borrower which, in
the judgment of Lender, will adversely affect the Borrower's ability to perform
it


                                        5



obligations under this Note or impair the enforceability of Lender's security
interest in the Collateral; (h) Lender, in its good faith belief based on
prudent financial and business principles and practices, determines that the
prospect for payment or performance by the Borrower is impaired, or deems itself
or any of the Collateral to be insecure; or (i) any indebtedness to others owing
by the Borrower is accelerated because of a default under any note or agreement
relating thereto.

REMEDIES UPON DEFAULT: Upon the occurrence of a non-monetary Event of Default,
the Lender shall notify Borrower in writing, and Borrower shall have thirty (30)
days to cure said non-monetary default (the "Cure Period"). Upon the occurrence
of any monetary Event of Default, or the failure of Borrower to cure a
non-monetary default during the Cure Period, all Obligations shall, at Lender's
option, immediately become due and payable, anything in any note evidencing any
such Obligation or in this Note or in any other agreement to the contrary
notwithstanding, without presentment, demand, protest, notice of protest or
dishonor, all of which are expressly waived by Borrower, and Lender shall have
in any jurisdiction where enforcement hereof is sought, in addition to all other
rights and remedies which Lender may have under law and at equity, the following
rights and remedies, all of which may be exercised with or without further
notice to the Borrower: (a) to foreclose the liens and security interests
created under this Agreement or under any other agreement relating to the
Collateral by any available judicial procedure or without judicial process, to
enter any premises where any of the Collateral may be located for the purpose of
taking possession or removing the same; and (b) to sell, assign, lease or
otherwise dispose of the Collateral or any part thereof, either at public or
private sale, for cash, on credit or otherwise, with or without representations
or warranties, and upon such terms as shall be acceptable to Lender, all at
Lender's sole option and as Lender in its sole discretion may deem advisable,
and Lender may bid or become a purchaser at any such sale if public, free from
any right of redemption which is hereby expressly waived by the Borrower, and
Lender shall have the right at its option to apply or be credited with the
amount of all or any part of the Obligations owing to Lender against the
purchase price bid by Lender at any such sale. The net cash proceeds resulting
from the collection, liquidation, sale, lease or other disposition of the
Collateral shall be applied first, to the expenses (including all attorneys'
fees) of retaking, holding, storing, processing and preparing for sale, selling,
collecting, liquidating and the like, and then to the satisfaction of all
Obligations, application as to particular Obligations or against principal or
interest to be in Lender's absolute discretion. The Borrower shall be liable to
Lender and shall pay to Lender on demand any deficiency which may remain after
such sale, disposition, collection or liquidation of the Collateral, and Lender
in turn agrees to remit to the Borrower any surplus remaining after all
Obligations have been paid in full. If any of the Collateral shall require
repairing, maintenance, preparation, or the like, or is in process or other
unfinished state, Lender shall have the right, but shall not be obligated, to do
such repairing, maintenance, preparation, processing or completion of
manufacturing for the purpose of putting the same in such saleable form as
Lender shall deem appropriate, but Lender shall have the right to sell or
dispose of such Collateral without such processing. The Borrower will, at
Lender's


                                        6



request, make the Collateral available to Lender at places which Lender may
select, whether at the premises of the Borrower or elsewhere, and will make
available to Lender all premises and facilities of the Borrower for the purpose
of Lender's taking possession of the Collateral or of removing or putting the
Collateral in saleable form. Lender also shall have the right, in addition to
all other rights under this Note or applicable law, to set off against this Note
all money owed by Lender in any capacity to Borrower, whether or not due. Lender
shall be deemed to have exercised such right of setoff and to have made a charge
against any such money immediately upon the occurrence of an Event of Default
even though such charge is made or entered in the books of Lender subsequent
thereto. The enumeration of Lender's rights and remedies set forth in this Note
is not intended to be exhaustive and the exercise by Lender of any right or
remedy shall not preclude the exercise of any other rights or remedies, all of
which shall be cumulative and shall be in addition to any other rights or remedy
given hereunder or under any other agreement between the parties or which may
now or hereafter exist in law or at equity or by suit or otherwise.

LENDER'S ATTORNEY'S FEES & COLLECTION COSTS: Should the indebtedness evidenced
by this Note or any portion thereof be collected by action at law, or in
bankruptcy, receivership or other court proceedings, or should this Note be
placed in the hands of attorneys for collection after default, Borrower shall
pay, upon demand by Lender, in addition to principal and interest due and
payable hereof, court costs, reasonable attorneys' fees and other collection
charges and expenses; whether or not incurred by trials, appeals or bankruptcy
actions, unless prohibited by law. The Default Rate shall govern the rate of
post-judgment interest.

WAIVER OF JURY TRIAL: NO PARTY TO THIS NOTE OR ANY ASSIGNEE, SUCCESSOR, HEIR OR
LEGAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM OR OTHER PROCEEDING BASED UPON OR ARISING OUT OF THIS
NOTE, ANY OF THE LOAN DOCUMENTS, ANY RELATED AGREEMENT OR INSTRUMENT, ANY
COLLATERAL FOR THIS NOTE OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG
THE PARTIES, OR ANY OF THEM. NO SUCH PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH
HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE
SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO
ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE
LOAN EVIDENCED BY THIS NOTE.

WAIVERS: The undersigned, and any endorsers or guarantors hereof, severally
waive diligence, presentment, protest and demand and also notice of protest,
demand, dishonor, acceleration, intent to accelerate, and nonpayment of this
Note, and expressly agree that this Note, or any payment hereunder, may be
extended from time to time without notice, and consent to the acceptance of


                                        7



$1,000,000 (the "Line of Credit"). Interest shall be paid by Borrower on the
Loan in accordance with this Agreement and the Loan Documents.

INTEREST. Interest shall accrue on the outstanding principal balance of the Loan
at a rate equal to seven percent (7%) per annum (the "Governing Rate"). The per
annum rate is based on a year of 360 days computed on the basis of the average
daily unpaid balance of principal outstanding during the preceding monthly
period.

If at any time the interest payable pursuant to this Agreement would be usurious
under applicable law, then regardless of any provision contained in this
Agreement, it is agreed that: (a) the total of all consideration which
constitutes interest under applicable law that is contracted for, charged or
received upon this Agreement shall under no circumstances exceed the maximum
rate of interest authorized by applicable law and any excess shall be credited
to the Borrower. All sums paid or agreed to be paid by Borrower to Lender for
the use, forbearance or detention of money shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of this Agreement so that the amount of consideration constituting interest
is uniform throughout the term hereof and does not exceed the maximum permitted
by applicable law.

TERM OF LOAN. The term of the loan shall be as set forth in the Note.

GRANT OF SECURITY INTEREST; COLLATERAL. As security for the prompt payment in
full of all present and future Obligations, the Borrower hereby grants a
security interest in the collateral described in that certain Security Agreement
dated January 20, 2005, between Lender and Borrower, which is hereby
incorporated by reference (the "Collateral").

INSURANCE AND RISK OF LOSS. All risk of loss, damage to or destruction of the
Collateral shall at all times be on the Borrower. If an Event of Default occurs,
Lender shall have the right to require the Borrower to procure forthwith and
maintain at the Borrower's expense, policies of insurance, in form and substance
satisfactory to Lender, covering all the Collateral with such insurance
companies, in a form satisfactory to Lender, in such amounts and covering such
risks as are at all times satisfactory to Lender. True copies of such policies
together with the original certificates are to be made available to Lender on or
prior to the date of disbursement of any loans hereunder. Such policies are to
be made payable to Lender, in case of loss, under a standard non-contributory
mortgagee or secured party clause and are to contain such other provisions as
Lender may require to protect fully its interest in the Collateral and in the
payments to be made under such policies, and are to provide for not less than
thirty (30) days prior written notice to Lender of the exercise of any right of
cancellation. If the Borrower shall fail to maintain such insurance Lender may
arrange for the same at the Borrower's expense, but without responsibility on
Lender's part to do so and without responsibility for the solvency of the
insurance companies, the adequacy of coverage or the collection of claims, and
any payment made by Lender for such insurance shall be added to the Obligations
owing to Lender hereunder and shall also be secured by all Collateral. Unless
Lender shall otherwise agree in writing, Lender shall have the joint


                                     Page 2



right, with the Borrower at any time (and after default hereunder, the sole
right) in Lender's name or in the name of the Borrower, or both, to file claims
under any such policies, to receive, receipt and give acquittance for any
payments that may be payable thereunder, and to execute any and all
endorsements, receipts, releases, assignments, reassignments or other documents
that may be requested by Lender or by the insurance companies in order to effect
the collection, compromise or settlement of any claims under any such insurance
policies.

TAXES; USE; CLOSING COSTS. The Borrower agrees that it will pay and discharge
all taxes, assessments, licensing obligations and governmental charges or levies
imposed on the income, profits, sale, business or properties of the Borrower
prior to the date upon which penalties attach for non-payment thereof, and
promptly discharge any liens, encumbrances or other claims which may be levied
or claimed against any of the Collateral, provided that any such tax,
assessment, charge or levy need not be paid if the payment thereof is being
contested in good faith and by appropriate proceedings and for which adequate
book reserves, determined in accordance with generally accepted accounting
practices, shall be set aside, and if any such tax, assessment, charge or levy
lawfully imposed shall remain unpaid after the date upon which a lien on any
collateral arises or may be imposed as a result of such non-payment, or if any
lien is claimed for any other reason against any of the Collateral, which if
foreclosed would in Lender's opinion adversely affect the value of Lender's
security interest in the Collateral, Lender may pay and discharge such taxes,
assessments, charges, levies and liens, and the amount so paid by Lender shall
be payable on demand and if not paid promptly, shall be added to the Obligations
secured by the Collateral. The Borrower agrees to comply in all material
respects with all laws and all acts, rules, regulations and orders of any
legislative, administrative or judicial body or official, applicable to the
Collateral or to the operation of the business of the Borrower. Borrower shall
pay all closing costs in connection with the loan, including without limitation
a two percent (2%) placement fee payable to Lender or its assigns.

TITLE TO COLLATERAL; INSPECTION. The Borrower represents, warrants and agrees to
take all steps and observe such formalities as Lender may request from time to
time in order to create, perfect and maintain in Lender's favor a valid first
lien upon and security interest in the Collateral, including the filing or
recording of any financing statements or similar instruments which Lender deems
necessary or appropriate, and to defend at its expense, the Collateral from all
liens, security interests, encumbrances, claims and demands of all other
persons. The Borrower hereby further agrees that Lender may enter upon the
Borrower's premises at any reasonable time and from time to time to inspect the
Collateral.

DEFAULT. The following shall constitute an "Event of Default" under this
Agreement: (a) the Borrower fails to pay any Obligation as defined herein within
ten (10) days of the due date thereof, by acceleration or otherwise; (b) there
is a breach by Borrower in the performance of any of the terms or provisions of
this Agreement, as at any time amended, or of any of the terms or provisions of
any other agreement between Lender and the Borrower, including, but not limited
to, any guaranty agreement under which


                                     Page 3



any Obligation is guaranteed to Lender, or under any agreement between Lender
and any other party with respect to Lender's transactions with the Borrower or
with respect to any Obligations or the Collateral therefor, whether such
agreements are now existing or are hereafter entered into; (c) any
representation, covenant or warranty made by the Borrower in connection with
this Agreement is breached; (d) any statement or data furnished by or for the
Borrower relating to the Collateral or to the operations, financial condition or
business affairs of the Borrower proves to be false in any material respect; (e)
the Borrower becomes insolvent or unable to meet its debts as they mature,
suspends operations as presently conducted, discontinues business as a going
concern, or makes an assignment for the benefit of creditors; (f) there is filed
by or against the Borrower a petition under any of the provisions of the
Bankruptcy Code, as at any time amended, or any proceedings are commenced by or
against the Borrower under any insolvency law, or a receiver or trustee is
appointed to administer the assets or affairs of the Borrower; (g) a judgment is
entered or an attachment is levied against the assets of the Borrower which, in
the judgment of Lender, will adversely affect the Borrower's ability to perform
this Agreement or impair the enforceability of Lender's security interest in the
Collateral; (h) Lender, in its good faith belief based on prudent financial and
business principles and practices, determines that the prospect for payment or
performance by the Borrower is impaired, or deems itself or any of the
Collateral to be insecure; or (i) any indebtedness to others owing by the
Borrower is accelerated because of a default under any note or agreement
relating thereto.

REMEDIES. Upon the occurrence of a non-monetary Event of Default, the Lender
shall notify Borrower in writing, and Borrower shall have thirty (30) days to
cure said non-monetary default (the "Cure Period"). Upon the occurrence of any
monetary Event of Default, or the failure of Borrower to cure a non-monetary
default during the Cure Period, all Obligations shall, at Lender's option,
immediately become due and payable, anything in any note evidencing any such
Obligation or in this Agreement or in any other agreement to the contrary
notwithstanding, without notice to the Borrower, and Lender shall have in any
jurisdiction where enforcement hereof is sought, in addition to all other rights
and remedies which Lender may have under law and at equity, the following rights
and remedies, all of which may be exercised with or without further notice to
the Borrower: (a) to foreclose the liens and security interests created under
this Agreement or under any other agreement relating to the Collateral by any
available judicial procedure or without judicial process, to enter any premises
where any of the Collateral may be located for the purpose of taking possession
or removing the same; and (b) to sell, assign, lease or otherwise dispose of the
Collateral or any part thereof, either at public or private sale, for cash, on
credit or otherwise, with or without representations or warranties, and upon
such terms as shall be acceptable to Lender, all at Lender's sole option and as
Lender in its sole discretion may deem advisable, and Lender may bid or become a
purchaser at any such sale if public, free from any right of redemption which is
hereby expressly waived by the Borrower, and Lender shall have the right at its
option to apply or be credited with the amount of all or any part of the
Obligations owing to Lender against the purchase price bid by Lender at any such
sale. The net cash proceeds resulting from the collection, liquidation, sale,
lease or other disposition of the Collateral shall be applied first, to the
expenses (including all


                                     Page 4



attorneys' fees) of retaking, holding, storing, processing and preparing for
sale, selling, collecting, liquidating and the like, and then to the
satisfaction of all Obligations, application as to particular Obligations or
against principal or interest to be in Lender's absolute discretion. The
Borrower shall be liable to Lender and shall pay to Lender on demand any
deficiency which may remain after such sale, disposition, collection or
liquidation of the Collateral, and Lender in turn agrees to remit to the
Borrower any surplus remaining after all Obligations have been paid in full. If
any of the Collateral shall require repairing, maintenance, preparation, or the
like, or is in process or other unfinished state, Lender shall have the right,
but shall not be obligated, to do such repairing, maintenance, preparation,
processing or completion of manufacturing for the purpose of putting the same in
such saleable form as Lender shall deem appropriate, but Lender shall have the
right to sell or dispose of such Collateral without such processing. The
Borrower will, at Lender's request, make the Collateral available to Lender at
places which Lender may select, whether at the premises of the Borrower or
elsewhere, and will make available to Lender all premises and facilities of the
Borrower for the purpose of Lender's taking possession of the Collateral or of
removing or putting the Collateral in saleable form. The enumeration of Lender's
rights and remedies set forth in this Agreement is not intended to be exhaustive
and the exercise by Lender of any right or remedy shall not preclude the
exercise of any other rights or remedies, all of which shall be cumulative and
shall be in addition to any other rights or remedy given hereunder or under any
other agreement between the parties or which may now or hereafter exist in law
or at equity or by suit or otherwise.

REPRESENTATIONS. Borrower represents that from the date of this Agreement and
until final payment in full of the Obligations: ACCURATE INFORMATION. All
information now and hereafter furnished to Lender is and will be true, correct
and complete. Any such information relating to Borrower's financial condition
will accurately reflect Borrower's financial condition as of the date(s)
thereof, (including all contingent liabilities of every type), and Borrower
further represents that its financial condition has not changed materially or
adversely since the date(s) of such documents. AUTHORIZATION; NON-CONTRAVENTION.
The execution, delivery and performance by Borrower and any guarantor, as
applicable, of this Agreement and other Loan Documents to which it is a party
are within its power, have been duly authorized as may be required and, if
necessary, by making appropriate filings with any governmental agency or unit
and are the legal, binding, valid and enforceable obligations of Borrower; and
do not (i) contravene, or constitute (with or without the giving of notice or
lapse of time or both) a violation of any provision of applicable law, a
violation of the organizational documents of Borrower or any guarantor, or a
default under any agreement, judgment, injunction, order, decree or other
instrument binding upon or affecting Borrower or any guarantor, (ii) result in
the creation or imposition of any lien (other than the lien(s) created by the
Loan Documents) on any of Borrower's assets, or (iii) give cause for the
acceleration of any obligations of Borrower to any other creditor. ASSET
OWNERSHIP. Borrower has good and marketable title to all of the properties and
assets reflected on the balance sheets and financial statements supplied Lender
by Borrower, and all such properties and assets are free and clear of mortgages,
security deeds, pledges, liens, charges, and all other encumbrances, except as
otherwise disclosed to Lender by Borrower in


                                     Page 5



writing and approved by Lender ("Permitted Liens"). To Borrower's knowledge, no
default has occurred under any Permitted Liens and no claims or interests
adverse to Borrower's present rights in its properties and assets have arisen.
DISCHARGE OF LIENS AND TAXES. Borrower has duly filed, paid and/or discharged
all taxes or other claims which may become a lien on any of its property or
assets, except to the extent that such items are being appropriately contested
in good faith and an adequate reserve for the payment thereof is being
maintained. SUFFICIENCY OF CAPITAL. Borrower is not, and after consummation of
this Agreement and after giving effect to all indebtedness incurred and liens
created by Borrower in connection with the Note and any other Loan Documents,
will not be, insolvent within the meaning of 11 U.S.C. Section 101(32).
COMPLIANCE WITH LAWS. Borrower is in compliance in all material respects with
all federal, state and local laws, rules and regulations applicable to its
properties, operations, business, and finances; all applicable federal, state
and local laws and regulations intended to protect the environment. ORGANIZATION
AND AUTHORITY. The Borrower is duly created, validly existing and in good
standing under the laws of the state of its organization, and has all powers,
governmental licenses, authorizations, consents and approvals required to
operate its business as now conducted. The Borrower is duly qualified, licensed
and in good standing in each jurisdiction where qualification or licensing is
required by the nature of its business or the character and location of its
property, business or customers, and in which the failure to so qualify or be
licensed as the case may be, in the aggregate, could have a material adverse
effect on the business, financial position, results of operations, properties or
prospects of Borrower or any such guarantor. NO LITIGATION. There are no pending
or threatened suits, claims or demands against Borrower or any guarantor that
have not been disclosed to Lender by Borrower in writing, and approved by
Lender.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment in full of the Obligations, unless Lender shall otherwise consent in
writing, Borrower will: ACCESS TO BOOKS AND RECORDS. Allow Lender, or its
agents, during normal business hours, access to the books, records and such
other documents of Borrower as Lender shall reasonably require, and allow
Lender, at Borrower's expense, to inspect, audit and examine the same and to
make extracts therefrom and to make copies thereof. BUSINESS CONTINUITY. Conduct
its business in substantially the same manner and locations as such business is
now and has previously been conducted. COMPLIANCE WITH OTHER AGREEMENTS. Comply
with all terms and conditions contained in this Agreement, and any other Loan
Documents. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by
Lender, a written statement duly acknowledged of the amount due under the Loan
and whether offsets or defenses exist against the Obligations. MAINTAIN
PROPERTIES. Maintain, preserve and keep its property in good repair, working
order and condition, making all needed replacements, additions and improvements
thereto, to the extent allowed by this Agreement. NOTICE OF DEFAULT AND OTHER
NOTICES, (a) NOTICE OF DEFAULT. Furnish to Lender immediately upon becoming
aware of the existence of any condition or event which constitutes a Default (as
defined in the Loan Documents) or any event which, upon the giving of notice or
lapse of time or both, may become a Default, written notice specifying the
nature and period of existence thereof and the action which Borrower is taking
or proposes to take with


                                     Page 6



respect thereto. (b) OTHER NOTICES. Promptly notify Lender in writing of (i) any
material adverse change in its financial condition or its business; (ii) any
default under any material agreement, contract or other instrument to which it
is a party or by which any of its properties are bound, or any acceleration of
the maturity of any indebtedness owing by Borrower; (iii) any material adverse
claim against or affecting Borrower or any part of its properties; (iv) the
commencement of, and any material determination in, any litigation with any
third party or any proceeding before any governmental agency or unit affecting
Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name
or address as shown above, and/or any change in Borrower's structure. OTHER
FINANCIAL INFORMATION. Deliver promptly such other information regarding the
operation, business affairs, and financial condition of Borrower which Lender
may reasonably request, including without limitation copies of any loan
documents and information regarding the payoff balance, terms or other matters
pertaining to any debt of Borrower. PAYMENT OF DEBTS. Pay and discharge when
due, and before subject to penalty or further charge, and otherwise satisfy
before maturity or delinquency, all obligations, debts, taxes, and liabilities
of whatever nature or amount, except those which Borrower in good faith
disputes. BOARD OF DIRECTORS. Borrower will hold quarterly meetings of its Board
of Directors, and shall continue compensation payments to its Board of Directors
which are consistent with the present practices and policies of the Borrower
regarding same.

NEGATIVE COVENANTS. Borrower agrees that from the date of this Agreement and
until final payment in full of the Obligations, unless Lender shall otherwise
consent in writing, Borrower will not: CHANGE OF CONTROL. Make or suffer a
change of ownership that effectively changes control of Borrower from current
ownership. DEFAULT ON OTHER CONTRACTS OR OBLIGATIONS. Default on any material
contract with or obligation when due to a third party or default in the
performance of any obligation to a third party incurred for money borrowed.
GOVERNMENT INTERVENTION. Permit the assertion or making of any seizure, vesting
or intervention by or under authority of any government by which the management
of Borrower or any guarantor is displaced of its authority in the conduct of its
respective business or its such business is curtailed or materially impaired.
JUDGMENT ENTERED. Permit the entry of any monetary judgment or the assessment
against, the filing of any tax lien against, or the issuance of any writ of
garnishment or attachment against any property of or debts due. RETIRE OR
REPURCHASE CAPITAL STOCK. Retire or otherwise acquire any of its capital stock.

FINANCIAL STATEMENTS. Borrower shall deliver to Lender monthly financial
statements within thirty (30) days of the end of each calendar month. Also,
within 90 days after the close of each fiscal year, Borrower shall deliver to
Lender Borrower's audited financial statements reflecting Borrower's operations
during such fiscal year, including, without limitation, a balance sheet, profit
and loss statement and statement of cash flows, with supporting schedules,
prepared in conformity with generally accepted accounting principles ("GAAP"),
applied on a basis consistent with that of the preceding year.


                                     Page 7



TAX RETURNS. Borrower shall deliver to Lender, within 30 days of filing,
complete copies of federal and state tax returns, as applicable, together with
all schedules thereto, each of which shall be signed and certified by Borrower
to be true and complete copies of such returns. In the event an extension is
filed, Borrower shall deliver a copy of the extension within 30 days of filing.

CONDITIONS PRECEDENT. The obligations of Lender to make the loan and any
advances pursuant to this Agreement are subject to the following: (a) The
shareholders of Borrower electing two additional directors and one observer to
the Board of Directors chosen under the complete and sole discretion of the
Lender; and (b) the execution of Amendments to Employment Agreements for
Borrower's senior executives which include Leonard L. Firestone, Michael G.
Fletcher and Christopher K. Firestone (the "Senior Executives") whereby the
Senior Executives agree to defer receiving an aggregate amount which equals
twenty-five (25%) of their combined salaries until such time as the Borrower has
produced three consecutive quarters of positive cash flow; and (c) the
reconciliation by Borrower of all amounts owed to Lender, outside of the
advances made under this Loan, including but not limited to rents, dividends,
and all other amounts outstanding as of the date of the first cash advance under
the Note; and (d) the execution of the Loan Documents by Lender and Borrower,
and the performance of the obligations set forth in the Loan Documents by
Borrower.

EXONERATION / INDEMNITY OF LENDER. Under no circumstances shall Lender be deemed
to assume any responsibility for or obligation or duty with respect to any part
or all of the Collateral, of any nature or kind, or to any matter or proceedings
arising out of or relating thereto, but the same shall be at Borrower's sole
risk at all times. Lender shall not be required to take any action of any kind
to collect, preserve or protect Borrower's rights in the Collateral or against
other parties thereto. Borrower hereby releases Lender from any claims, causes
of action and demands at any time arising out of or with respect to this
Agreement or the Loan Documents, the use of the Collateral or any actions taken
or omitted to be taken by Lender with respect thereto. Borrower shall hold
Lender harmless from and with respect to any and all such claims, causes of
action and demands.

FURTHER ASSURANCES. Borrower, at Borrower's expense, shall perform, upon the
reasonable request of Lender, such acts as may be necessary to perfect any
security interests in or lien on any portion of the Collateral or otherwise to
carry out the intent of this Agreement. Lender is irrevocably authorized by
Borrower, to the extent permitted by applicable law, to execute and file without
Borrower's signature any financing statement or other instrument or document
that Lender may deem necessary or advisable to perfect or maintain the security
interest in and lien on the Collateral granted pursuant hereto.

EFFECT OF WAIVER. No delay on the part of Lender in exercising any right, power
or privilege shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude other or further
exercise thereof or the exercise of any other right, power or privilege or shall
be construed to be a waiver of


                                     Page 8



any event of default. No course of dealing between the Borrower and Lender or
its agents or employees shall be effective to change, modify or discharge any
provision of this Agreement or to constitute a waiver of any default. All
changes of any kind to this Agreement must be in writing.

SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

ENTIRE AGREEMENT; SUCCESSORS. When so accepted, this Agreement shall supersede
all previous verbal or written agreements, commitments or understandings
relating to Lender's loan to the Borrower and shall be binding on and inure to
the benefit of the respective successors and assigns of the Borrower and of
Lender.

ASSIGNMENT. The Borrower may not assign this Agreement or its rights hereunder
without the prior written consent of Lender.

NOTICES. Any notice or request required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by hand or by Certified
Mail, in either case return receipt requested, to the parties at the addresses
listed at the beginning of this Agreement, or at such other address as to which
either party shall notify the other in writing.

WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER AND LENDER ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS RELATED THERETO.

GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
with, the laws applicable to contracts made or performed in the State of
Florida, without giving effect to the principles of conflicts of laws.


                                     Page 9



COUNTERPARTS. This Agreement may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one
agreement.

IN WITNESS WHEREOF, Borrower and Lender, on the day and year first written
above, have caused this Agreement to be executed under seal.

FIRESTONE COMMUNICATIONS, INC. ("Borrower")


By: /s/ Leonard Firestone
    ---------------------------------
Leonard Firestone, President
Chairman and CEO

12K, LLC ("Lender")


By:
    ---------------------------------
Raymond K. Mason, Manager


                                     Page 10