PROMISSORY NOTE

[GRAPHIC]

PROMISSORY NOTE

--------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL / COLL ACCOUNT OFFICER INITIALS

$810,000,00 08-24-2006 01-31-2007 9002 3900511 K04
--------------------------------------------------------------------------------------------

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

BORROWER: FIRESTONE COMMUNICATIONS, INC. LENDER: THE FROST NATIONAL BANK
(TIN: ▇▇-▇▇▇▇▇▇▇) DOWNTOWN FORT WORTH FINANCIAL CENTER
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ P.O. BOX ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

PRINCIPAL AMOUNT: $810,000.00 DATE OF NOTE: AUGUST 24, 2006

PROMISE TO PAY. FIRESTONE COMMUNICATIONS, INC. ("BORROWER") PROMISES TO PAY TO
THE FROST NATIONAL BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED
STATES OF AMERICA, THE PRINCIPAL AMOUNT OF EIGHT HUNDRED TEN THOUSAND & 00/100
DOLLARS ($810,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST
ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST SHALL BE
CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE OR
MATURITY, WHICHEVER OCCURS FIRST.

CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has
been implemented under the "Weekly Ceiling" as referred to in Sections 303.002
and 303.003 of the Texas Finance Code. The terms, including the rate, or index,
formula, or provision of law used to compute the rate on the Note, will be
subject to revision as to current and future balances, from time to time by
notice from Lender in compliance with Section 303.103 of the Texas Finance Code.

PAYMENT. ▇▇▇▇▇▇▇▇ WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL
PLUS ALL ACCRUED UNPAID INTEREST ON JANUARY 31, 2007. UNLESS OTHERWISE AGREED OR
REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY UNPAID
COLLECTION COSTS; THEN TO ANY LATE CHARGES; THEN TO ANY ACCRUED UNPAID INTEREST;
AND THEN TO PRINCIPAL. THE ANNUAL INTEREST RATE FOR THIS NOTE IS COMPUTED ON A
365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE ANNUAL INTEREST RATE OVER A
YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY
THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE IS OUTSTANDING, UNLESS SUCH
CALCULATION WOULD RESULT IN A USURIOUS RATE, IN WHICH CASE INTEREST SHALL BE
CALCULATED ON A PER DIEM BASIS OF A YEAR OF 365 OR 366 DAYS, AS THE CASE MAY BE.
▇▇▇▇▇▇▇▇ WILL PAY LENDER AT ▇▇▇▇▇▇'S ADDRESS SHOWN ABOVE OR AT SUCH OTHER PLACE
AS ▇▇▇▇▇▇ MAY DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is ▇▇▇▇▇▇'s Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers. This rate may or may not be
the lowest rate available from Lender at any given time. Lender will tell
Borrower the current Index rate upon ▇▇▇▇▇▇▇▇'s request. The interest rate
change will not occur more often than each day. Borrower understands that Lender
may make loans based on other rates as well. The interest rate to be applied
prior to maturity to the unpaid principal balance during this Note will be at a
rate of 1.000 percentage point over the Index. NOTICE: Under no circumstances
will the interest rate on this Note be more than the maximum rate allowed by
applicable law. For purposes of this Note, the "maximum rate allowed by
applicable law" means the greater of (A) the maximum rate of interest permitted
under federal or other law applicable to the indebtedness evidenced by this
Note, or (B) the "Weekly Ceiling" as referred to in Sections 303.002 and 303.003
of the Texas Finance Code.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Prepayment in full shall consist of payment of the
remaining unpaid principal balance together with all accrued and unpaid interest
and all other amounts, costs and expenses for which Borrower is responsible
under this Note or any other agreement with Lender pertaining to this loan, and
in no event will Borrower ever be required to pay, any unearned interest. Early
payments will not, unless agreed to by ▇▇▇▇▇▇ in writing, relieve Borrower of
▇▇▇▇▇▇▇▇'s obligation to continue to make payments. Rather, early payments will
reduce the principal balance due. ▇▇▇▇▇▇▇▇ agrees not to send Lender payments
marked "paid in full", "without recourse", or similar language. If Borrower
sends such a payment, ▇▇▇▇▇▇ may accept it without losing any of ▇▇▇▇▇▇'s rights
under this Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment
constitutes "payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: THE FROST NATIONAL BANK, P.O. BOX 1600 SAN ANTONIO,
TX 78296.

LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT OR $250.00,
WHICHEVER IS LESS.

POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of (A) the
maximum rate allowed by law or (B) 18.000% per annum. Borrower will pay interest
on all sums due after final maturity, whether by acceleration or otherwise, at
that rate.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

PAYMENT DEFAULT. Borrower fails to make any payment when due under this
Note.

OTHER DEFAULTS. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Lender and
Borrower.

DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person
that may materially affect any of Borrower's property or Borrower's ability
to repay this Note or perform Borrower's obligations under this Note or any
of the related documents.

FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note or
the related documents is false or misleading in any material respect,
either now or at the time made or furnished or becomes false or misleading
at any time thereafter.

INSOLVENCY. The dissolution or termination of ▇▇▇▇▇▇▇▇'s existence as a
going business, the insolvency of ▇▇▇▇▇▇▇▇, the appointment of a

PROMISSORY NOTE
LOAN NO: 9002 (CONTINUED) PAGE 2

receiver for any part of ▇▇▇▇▇▇▇▇'s property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against
Borrower.

CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This includes
a garnishment of any of ▇▇▇▇▇▇▇▇'s accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a
good faith dispute by ▇▇▇▇▇▇▇▇ as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives ▇▇▇▇▇▇ written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in
its sole discretion, as being an adequate reserve or bond for the dispute.

EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
to any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party
dies or becomes incompetent, or revokes or disputes the validity of, or
liability under, any guaranty of the indebtedness evidenced by this Note.

CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
or more of the common stock of Borrower.

ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
condition, or ▇▇▇▇▇▇ believes the prospect of payment or performance of
this Note is impaired.

INSECURITY. Lender in good faith believes itself insecure.

LENDER'S RIGHTS. Upon default, ▇▇▇▇▇▇ may declare the entire indebtedness,
including the unpaid principal balance under this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount.

ATTORNEYS' FEES; EXPENSES. ▇▇▇▇▇▇ may hire an attorney to help collect this Note
if Borrower does not pay, and Borrower will pay ▇▇▇▇▇▇'s reasonable attorneys'
fees. Borrower also will pay Lender all other amounts Lender actually incurs as
court costs, lawful fees for filing, recording, releasing to any public office
any instrument securing this Note; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor vehicle
offered as security for this Note, or premiums or identifiable charges received
in connection with the sale of authorized insurance.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY FEDERAL LAW APPLICABLE TO LENDER
AND, TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. THIS NOTE HAS BEEN ACCEPTED
BY ▇▇▇▇▇▇ IN THE STATE OF TEXAS.

CHOICE OF VENUE. If there is a lawsuit, and if the transaction evidenced by this
Note occurred in BEXAR County, ▇▇▇▇▇▇▇▇ agrees upon ▇▇▇▇▇▇'s request to submit
to the jurisdiction of the courts of BEXAR County, State of Texas.

RIGHT OF SETOFF. To the extent permitted by applicable law. Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or ▇▇▇▇▇ accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes ▇▇▇▇▇▇, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from ▇▇▇▇▇▇▇▇'s accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing.
▇▇▇▇▇▇▇▇ agrees to be liable for all sums either: (A) advanced in accordance
with the instructions of an authorized person or (B) credited to any of
▇▇▇▇▇▇▇▇'s accounts with ▇▇▇▇▇▇. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by ▇▇▇▇▇▇'s
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (B) Borrower or any guarantor ceases doing business or is
insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender; (D) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (E) Lender in good faith
believes itself insecure. THIS REVOLVING LINE OF CREDIT SHALL NOT BE SUBJECT TO
CH. 346 OF THE TEXAS FINANCE CODE.

OTHER CREDITS AFFECTING AVAILABILITY. Any other credits made available to
Borrower by ▇▇▇▇▇▇, such as other loans or letters of credit, may be advanced to
Borrower and/or issued under this line of credit commitment, and any such
advances or issuances shall, in addition to the outstanding advances on this
Note, reduce the outstanding availability on the Line of Credit.

DISHONORED CHECK CHARGE. In the event a check offered in full or partial payment
on this loan is returned unpaid, ▇▇▇▇▇▇ may charge a fee for the purpose of
defraying the expense incident to handling such returned check, and ▇▇▇▇▇▇▇▇
agrees to pay such fee. The fee shall not exceed the maximum amount permitted
under applicable law.

FINANCIAL INFORMATION. ▇▇▇▇▇▇▇▇ agrees to promptly furnish and cause any other
person who signs, guarantees or endorses this Note or any other document
executed in connection with this Note, to furnish such financial information and
statements, including financial statements in a format acceptable to Lender,
lists of assets and liabilities, agings of receivables and payables, inventory
schedules, budgets, forecasts, tax returns, and other reports with respect to
▇▇▇▇▇▇▇▇'s or such person's financial condition and business operations as
▇▇▇▇▇▇ may request from time to time. This provision shall not alter the
obligation to deliver to Lender any other financial statements or reports
pursuant to the terms of any other loan documents executed in connection with
this Note.

INSURANCE. ▇▇▇▇▇▇▇▇ agrees to maintain insurance of such types, including public
liability insurance, and in such amounts as are satisfactory to Lender and to
furnish Lender upon request with a detailed list, in form and substance
satisfactory to Lender, of all insurance then in effect.

FACSIMILE DOCUMENTS AND SIGNATURES. For purposes of negotiating and finalizing
this document, if this document is transmitted by facsimile machine ("fax"), it
shall be treated for all purposes as an original document. Additionally, the
signature of any party on this document transmitted by way of a fax machine
shall be considered for all purposes as an original signature. Any such faxed
document shall be considered to have the same binding legal effect as an
original document. Upon request of ▇▇▇▇▇▇, any faxed document shall be
re-executed by each signatory party in an original form.

WAIVER OF RIGHT TO TRIAL BY JURY. THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT TO ENFORCE THIS AGREEMENT, TO
COLLECT DAMAGES FOR THE BREACH OF THIS AGREEMENT, OR WHICH IN ANY OTHER WAY
ARISE OUT OF, ARE CONNECTED TO OR ARE RELATED TO THIS AGREEMENT OR THE SUBJECT
MATTER OF THIS AGREEMENT. ANY SUCH ACTION SHALL BE TRIED BY THE JUDGE WITHOUT A
JURY.

PROMISSORY NOTE
LOAN NO: 9002 (CONTINUED) PAGE 3

LETTER OF CREDIT PROVISION. As security for repayment of the Note, ▇▇▇▇▇▇▇▇
agrees to obtain a letter of credit naming ▇▇▇▇▇▇ as the beneficiary from a bank
acceptable to Lender and subject to such terms that Lender as the beneficiary
from a bank acceptable to Lender in its sole discretion. Borrower agrees that
any cancellation, termination or amendment of the letter of credit without
▇▇▇▇▇▇'s written consent shall be an Event of Default under the Note.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon ▇▇▇▇▇▇▇▇, and
upon ▇▇▇▇▇▇▇▇'s heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Borrower does not agree or intend to pay, and
▇▇▇▇▇▇ does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as "charge or collect"), any amount
in the nature of interest or in the nature of a fee for this loan, which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of the State of Texas
(as applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. The right to accelerate maturity of sums due under this Note does
not include the right to accelerate any interest which has not otherwise accrued
on the date of such acceleration, and Lender does not intend to charge or
collect any unearned interest in the event of acceleration. All sums paid or
agreed to be paid to Lender for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of the loan evidenced by
this Note until payment in full so that the rate or amount of interest on
account of the loan evidenced hereby does not exceed the applicable usury
ceiling. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, notice of dishonor, notice of intent to
accelerate the maturity of this Note, and notice of acceleration of the maturity
of this Note. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect ▇▇▇▇▇▇'s security interest in the
collateral without the consent of or notice to anyone. All such parties also
agree that ▇▇▇▇▇▇ may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, ▇▇▇▇▇▇▇▇ READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. ▇▇▇▇▇▇▇▇ AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

FIRESTONE COMMUNICATIONS, INC.

BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
CHIEF EXECUTIVE OFFICER OF
FIRESTONE COMMUNICATIONS, INC.

(LOGO)

DISBURSEMENT REQUEST AND AUTHORIZATION

--------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL / COLL ACCOUNT OFFICER INITIALS

$810,000.00 08-24-2006 01-31-2007 9002 3900511 K04
--------------------------------------------------------------------------------------------

BORROWER: FIRESTONE COMMUNICATIONS, INC. LENDER: THE FROST NATIONAL BANK
(TIN:▇▇-▇▇▇▇▇▇▇) DOWNTOWN FORT WORTH FINANCIAL CENTER
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ P.O. BOX ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

LOAN TYPE. This is a non-precomputed Variable Rate Nondisclosable Revolving Line
of Credit Loan to a Corporation for $810,000.00 due on January 31, 2007. A
margin of 1.000% is added to the index rate. Lender will tell the Borrower the
current index rate upon ▇▇▇▇▇▇▇▇'s request.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

[_] PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.

[_] PERSONAL INVESTMENT.

[X] BUSINESS, AGRICULTURAL AND ALL OTHER.

SPECIFIC PURPOSE. The specific purpose of this loan is: LETTER OF CREDIT.

DISBURSEMENT INSTRUCTIONS. ▇▇▇▇▇▇▇▇ understands that no loan proceeds will be
disbursed until all of ▇▇▇▇▇▇'s conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $810,000.00 as follows:

OTHER DISBURSEMENTS: $810,000.00
$810,000.00 ADVANCE AS NEEDED
-----------
NOTE PRINCIPAL: $810,000.00

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, ▇▇▇▇▇▇▇▇ REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO ▇▇▇▇▇▇. THIS
AUTHORIZATION IS DATED AUGUST 24, 2006.

BORROWER:

FIRESTONE COMMUNICATIONS, INC.

ARBITRATION AGREEMENT

------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS

$810,000,00 08-24-2006 01-31-2007 9002 3900511 K04
------------------------------------------------------------------------------------------

References in the shaded area are for Lender's use only and do not limit
the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

BORROWER: FIRESTONE COMMUNICATIONS, INC. (TIN: LENDER: THE FROST NATIONAL BANK
▇▇-▇▇▇▇▇▇▇) DOWNTOWN FORT WORTH FINANCIAL CENTER
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ P.O. BOX ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

LOAN AMOUNT: $810,000.00
LOAN DATE: AUGUST 24, 2006

The undersigned agree that all disputes, claims and controversies between them,
whether individual, joint, or class in nature, arising from the Promissory Note,
Guaranty, or any agreements executed in connection with this loan (including any
renewals, extensions or modifications thereof) from Lender to Borrower or
otherwise, including without limitation contract and tort disputes, shall be
arbitrated pursuant to the Commercial Arbitration Rules of the American
Arbitration Association, upon written request of a party. The party that
requests arbitration has the burden to initiate the arbitration proceedings
pursuant to and by complying with the Commercial Arbitration Rules of the
American Arbitration Association and shall pay all associated administrative and
filing fees. The arbitration shall be conducted in the City of San Antonio,
Bexar County, Texas, and administered by the American Arbitration Association.
All arbitration hearings will be commenced within sixty (60) days of the written
request for arbitration, and if the arbitration hearing is not commenced within
the sixty (60) days, the party that requested arbitration shall have waived its
election to arbitrate. No act to take or dispose of any collateral securing the
loan shall constitute a waiver of this arbitration agreement or be prohibited by
this arbitration agreement. This includes, without limitation, obtaining
injunctive relief or a temporary restraining order; invoking a power of sale
under any deed of trust or mortgage; obtaining a writ of attachment or
imposition of a receiver; or exercising any rights relating to personal
property, including taking or disposing of such property with or without
judicial process pursuant to Chapter or Article 9 of the Uniform Commercial
Code. Any disputes, claims, or controversies concerning the lawfulness or
reasonableness of any act, or exercise of any right, concerning any collateral
securing the loan, including any claim to rescind, reform, or otherwise modify
any agreement relating to the collateral securing the loan, shall also be
arbitrated, provided however that no arbitrator shall have the right or the
power to enjoin or restrain any act of any party. Judgment upon any award
rendered by any arbitrator may be entered in any court having jurisdiction.
Nothing in this agreement shall preclude any party from seeking equitable relief
from a court of competent jurisdiction. The statute of limitations, estoppel,
waiver, laches, and similar doctrines which would otherwise be applicable in an
action brought by a party shall be applicable in any arbitration proceeding, and
the commencement of an arbitration proceeding shall be deemed the commencement
of an action for these purposes. The Federal Arbitration Act shall apply to the
construction, interpretation, and enforcement of this arbitration agreement

This Agreement may be executed in multiple counterparts, each of which shall
constitute an original instrument, but all of which shall constitute one and the
same agreement.

BORROWER:

FIRESTONE COMMUNICATIONS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, CHAIRMAN/CEO

LENDER:

THE FROST NATIONAL BANK

By: /s/ Illegible
----------------------------------
Authorized Officer.

[LOGO]

NOTICE OF FINAL AGREEMENT

------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS

$810,000,00 08-24-2006 01-31-2007 9002 3900511 K04
------------------------------------------------------------------------------------------

References in the shaded area are for Lender's use only and do not limit
the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

AS USED IN THIS NOTICE, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

LOAN. The term "Loan" means the following described loan: a non-precomputed
Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for
$810,000.00 due on January 31, 2007. A margin of 1.000% is added to the index
rate. Lender will tell the Borrower the current index rate upon ▇▇▇▇▇▇▇▇'s
request.

LOAN AGREEMENT. The term "Loan Agreement" means one or more promises, promissory
notes, agreements, undertakings, security agreements, deeds of trust or other
documents, or commitments, or any combination of those actions or documents,
relating to the Loan, including without limitation the following:

LOAN DOCUMENTS

Corporate Resolution: FIRESTONE COMMUNICATIONS, INC. Promissory Note
Arbitration Agreement - ARBITRATION AGREEMENT Disbursement Request and Authorization
Notice of Final Agreement
ORIGINAL LETTER OF CREDIT WITH FROST BANK LISTED AS
BENEFICIARY

PARTIES. The term "Parties" means THE FROST NATIONAL BANK and any and all
entities or individuals who are obligated to repay the loan or have pledged
property as security for the Loan, including without limitation the following:

BORROWER: FIRESTONE COMMUNICATIONS, INC.

THIS NOTICE OF FINAL AGREEMENT IS GIVEN BY THE FROST NATIONAL BANK PURSUANT TO
SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE. EACH PARTY WHO SIGNS
BELOW, OTHER THAN THE FROST NATIONAL BANK, ACKNOWLEDGES, REPRESENTS, AND
WARRANTS TO THE FROST NATIONAL BANK THAT IT HAS RECEIVED, READ AND UNDERSTOOD
THIS NOTICE OF FINAL AGREEMENT. THIS NOTICE IS DATED AUGUST 24, 2006.

BORROWER:

FIRESTONE COMMUNICATIONS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
Chief Executive Officer of
FIRESTONE COMMUNICATIONS, INC.

LENDER:

THE FROST NATIONAL BANK

/s/ Illegible
--------------------------------------
Authorized Signer

[Frost Bank LOGO]

DEBIT

DATE 8-30-2006 ACCOUNT NO. * 86 ▇▇▇▇▇▇▇
322919

ACCOUNT STYLING: FIRESTONE COMMUNICATIONS

EXPLANATION: #3900511-9002

[_] Purchase CC# [_] Wire Transfer
[_] Credit Acct. # [X] Other: Loan Fees
[_] Mail Instructions [_] Telephone Instructions By:
By: Branch/Center: 065 Ext. 45041 $172.00
650311
Customer Signature:

114000093 80

CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL

--------------------------------------------------------------------------------------------
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL / COLL ACCOUNT OFFICER INITIALS

$810,000.00 08-24-2006 01-31-2007 9002 3900511 K04
--------------------------------------------------------------------------------------------

CORPORATION: FIRESTONE COMMUNICATIONS, INC. (TIN: LENDER: THE FROST NATIONAL BANK
▇▇-▇▇▇▇▇▇▇) DOWNTOWN FORT WORTH FINANCIAL CENTER
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ P.O. BOX ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
FIRESTONE COMMUNICATIONS, INC. ("Corporation"). The Corporation is a corporation
for profit which is, and at all times shall be, duly organized, validly
existing, and in good standing under and by virtue of the laws of the State of
Delaware. The Corporation is duly authorized to transact business in all other
states in which the Corporation is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which the
Corporation is doing business. Specifically, the Corporation is, and at all
times shall be, duly qualified as a foreign corporation in all states in which
the failure to so qualify would have a material adverse effect on its business
or financial condition. The Corporation has the full power and authority to own
its properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Unless the Corporation has
designated otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of The Corporation's state of organization
or any change in The Corporation's name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Corporation and The Corporation's business
activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held ON AUGUST 24,
2006, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.

OFFICER. The following named person is an officer of FIRESTONE COMMUNICATIONS,
INC.:

NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
----- ------ ---------- -----------------

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CHIEF EXECUTIVE OFFICER Y /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (SEAL)
---------------------

ACTIONS AUTHORIZED. The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:

BORROW MONEY. To borrow, as a cosigner or otherwise, from time to time from
Lender, on such terms as may be agreed upon between the Corporation and
Lender, such sum or sums of money as in his or her judgment should be
borrowed, without limitation.

EXECUTE NOTES. To execute and deliver to Lender the promissory note or
notes, or other evidence of the Corporation's credit accommodations, on
Lender's forms, at such rates of interest and on such terms as may be
agreed upon, evidencing the sums of money so borrowed or any of the
Corporation's indebtedness to Lender, and also to execute and deliver to
Lender one or more renewals, extensions, modifications, refinancings,
consolidations, or substitutions for one or more of the notes, any portion
of the notes, or any other evidence of credit accommodations.

GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to Lender any property now or hereafter
belonging to the Corporation or in which the Corporation now or hereafter
may have an interest, including without limitation all of the Corporation's
real property and all of the Corporation's personal property (tangible or
intangible), as security for the payment of any loans or credit
accommodations so obtained, any promissory notes so executed (including any
amendments to or modifications, renewals, and extensions of such promissory
notes), or any other or further indebtedness of the Corporation to Lender
at any time owing, however the same may be evidenced. Such property may be
mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at
the time such loans are obtained or such indebtedness is incurred, or at
any other time or times, and may be either in addition to or in lieu of any
property theretofore mortgaged, pledged, transferred, endorsed,
hypothecated or encumbered.

EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
mortgage, deed of trust, pledge agreement, hypothecation agreement, and
other security agreements and financing statements which Lender may require
and which shall evidence the terms and conditions under and pursuant to
which such liens and encumbrances, or any of them, are given; and also to
execute and deliver to Lender any other written instruments, any chattel
paper, or any other collateral, of any kind or nature, which Lender may
deem necessary or proper in connection with or pertaining to the giving of
the liens and encumbrances.

NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Corporation or in which the Corporation may
have an interest, and either to receive cash for the same or to cause such
proceeds to be credited to the Corporation's account with ▇▇▇▇▇▇, or to
cause such other disposition of the proceeds derived therefrom as he or she
may deem advisable.

FURTHER ACTS. In the case of lines of credit, to designate additional or
alternate individuals as being authorized to request advances under such
lines, and in all cases, to do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other
documents and agreements as the officer may in his or her discretion deem
reasonably necessary or proper in order to carry into effect the provisions
of this Resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
NONE.

CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
Loan No: 9002 (CONTINUED) Page 2

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization; (G) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that
directly or indirectly relates to any agreements between the Corporation and
Lender. No change in the Corporation's name or state of organization will take
effect until after ▇▇▇▇▇▇ has received notice.

FACSIMILE DOCUMENTS AND SIGNATURES. For purposes of negotiating and finalizing
this document, if this document is transmitted by facsimile machine ("fax"), it
shall be treated for all purposes as an original document. Additionally, the
signature of any party on this document transmitted by way of a fax machine
shall be considered for all purposes as an original signature. Any such faxed
document shall be considered to have the same binding legal effect as an
original document. At the request of any party, any faxed document shall be
re-executed by each signatory party in an original form.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupies the position set opposite his or her respective name. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to Lender and receipt acknowledged by ▇▇▇▇▇▇ in writing at
▇▇▇▇▇▇'s address shown above (or such addresses as Lender may designate from
time to time). Any such notice shall not affect any of the Corporation's
agreements or commitments in effect at the time notice is given.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND ATTEST THAT THE SIGNATURE
SET OPPOSITE THE NAME LISTED ABOVE IS HIS OR HER GENUINE SIGNATURE.

I HAVE READ ALL THE PROVISIONS OF THIS RESOLUTION, AND I PERSONALLY AND ON
BEHALF OF THE CORPORATION CERTIFY THAT ALL STATEMENTS AND REPRESENTATIONS MADE
IN THIS RESOLUTION ARE TRUE AND CORRECT. THIS CORPORATE RESOLUTION TO BORROW /
GRANT COLLATERAL IS DATED AUGUST 24, 2006.

THIS RESOLUTION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS RESOLUTION IS
AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.

CERTIFIED TO AND ATTESTED BY:

/s/ Illegible (Seal)
----------------------------------
SECRETARY OF FIRSTONE
COMMUNICATIONS, INC.

NOTE: If the officer signing this Resolution is designated by the foregoing
document as one of the officers authorized to act on the Corporation's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.

AMENDED AND RESTATED REIMBURSEMENT AGREEMENT

This AMENDED AND RESTATED REIMBURSEMENT AGREEMENT dated as of March ____,
2006, is made by and between FIRESTONE COMMUNICATIONS, INC., a Delaware
corporation (the "Borrower"), and 12K, LLC, a Florida limited liability company
and its successors and assigns (the "LOC Provider")

PRELIMINARY STATEMENTS. The Borrower and LOC Provider are the parties to
that certain Reimbursement Agreement with an effective date of September 29,
2004 (the "Agreement"). The Borrower obtained a loan from Frost Bank in the
amount of 850,000.00 (the "Frost Loan"), and has refinanced the Frost Loan with
a loan from Regions Bank (hereinafter sometimes referred to as the "Bank") in an
amount equal to $700,000.00 (the "Regions Loan"). Both the Frost Loan and the
Regions Loan were secured by a letter of credit obtained by LOC Provider which
letter of credit was secured by assets of the LOC Provider subject to the terms
of the Agreement (the "Initial Letter of Credit").

The Borrower desires to obtain an additional $100,000 loan from Regions
Bank (sometimes referred to herein as the "2nd Loan" and shall also include all
monies loaned to Borrower under any loan instrument secured by the Initial
Letter of Credit, including any and all future renewals, extensions,
modifications and refinancing structures). The Borrower has requested the LOC
Provider to obtain an additional irrevocable direct pay letter of credit equal
to the face value of the 2nd Loan (the "2nd Letter of Credit") (such 2nd Letter
of Credit, including any renewals, extensions, amendments, or any successor or
substitute letter of credit issued on behalf of the LOC Provider with respect to
the Regions Loan, the 2nd Loan and the Initial Letter of Credit herein
individually and collectively called the "Letter of Credit"). The LOC Provider
has applied to HSBC Bank USA, N.A. for the 2nd Letter of Credit which 2nd Letter
of Credit will be secured by assets of the LOC Provider. The Regions Loan and
the 2nd Loan shall collectively be referred to herein as the "Loan".

The Borrower and LOC Provider agree that this Agreement shall govern and be
binding on the Borrower until the Loan is paid in full and the Letter of Credit
is released. The proceeds of the Loan are solely to be used to fund working
capital needs of the Borrower and to pay for any costs and fees associated with
the Loan or the Letter of Credit.

The LOC Provider is willing to pledge its assets to secure the issuance of
the Letter of Credit subject to the following terms and conditions, and the
parties have agreed to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the covenants, terms and conditions
hereinafter appearing, the Agreement hereby is restated and amended in its
entirety,

effective as of September 19, 2005, in accordance with the following terms and
conditions:

ARTICLE I
DEFINITIONS

"Agreement" means this Reimbursement Agreement, as the same may from time
to time be amended, modified or supplemented in accordance with the terms
hereof.

"Default Rate" means 10% or the maximum annual rate of interest permitted
by then applicable law, whichever is lower.

"Event of Default" has the meaning specified in Section 4.1 hereof.

"Person" means an individual, partnership, corporation, trust, joint
venture, unincorporated organization, association, or a government, or agency or
political subdivision or instrumentality thereof.

All references to time herein shall be prevailing Eastern Standard Time in
Jacksonville, Florida.

ARTICLE II
TERMS OF LETTER OF CREDIT, REIMBURSEMENT AND OTHER
PAYMENTS

Section 2.1 Letter of Credit. The LOC Provider agrees, on the terms and
conditions hereinafter set forth, to provide for the issuance and delivery of
the Letter of Credit in favor of the Bank in substantially the form of EXHIBIT A
attached hereto and to pledge such assets as are required in order to obtain the
issuance of the Letter of Credit.

Section 2.2 Reimbursement and Other Payments. The Borrower hereby promises
to pay to the LOC Provider: (i) on or before 2:00 P.M. on the day that any
amount is drawn under the Letter of Credit, a sum equal to such amount so drawn
and paid under the Letter of Credit; (ii) on demand, interest at the Default
Rate on any and all amounts remaining unpaid by the Borrower when due hereunder
from the date such amounts become due until payment thereof in full; (iii) on
demand, any and all expenses incurred by the LOC Provider in enforcing any
rights under this Agreement and the other related documents; and (iv) on demand
all charges, commissions, costs and expenses set forth herein. All payments made
by the Borrower under this Agreement shall be made to the LOC Provider, in
lawful currency of the United States of America and in immediately available
funds at the LOC Provider's offices at the notice address set forth herein
before 2:00 p.m. on the date when due (collectively referred to as the
"Borrower's Obligation").

Section 2.3. Letter of Credit Fee. The Borrower shall pay to the LOC
Provider a fee payable annually beginning on September 29, 2004, in the amount
of 1.25% percent of the current amount of the Letter of Credit, which amount
shall initially be $10,625 (the "LOC Fee"). The LOC Fee shall be paid in advance
on or before September the 29th of each subsequent year.

Section 2.4 Computation. All payments of interest and other charges under
this Agreement shall be computed on the per annum basis based upon a year of
twelve 30-day months, and calculated for the actual number of days elapsed.

Section 2.5 Reimbursement of Expenses. The Borrower shall pay to the LOC
Provider all fees and expenses incurred by the LOC Provider in connection with
the preparation, execution and delivery of this Agreement and the Letter of
Credit, any and all other agreements and transactions contemplated hereby and
thereby (including any amendments hereto or thereto or consents or waivers
hereunder or thereunder) and will also pay all fees, charges or taxes for the
recording or filing of any documents in connection therewith. The Borrower will,
upon request, promptly reimburse the LOC Provider for all amounts expended,
advanced or incurred by the LOC Provider to collect or satisfy any obligation of
the Borrower under this Agreement or any related documents, or to enforce the
rights of the LOC Provider under this Agreement, or any related documents, which
amounts will include, without limitation, all court costs, reasonable attorneys'
fees, and other fees and expenses incurred by the LOC Provider in connection
with any such matters. The Borrower shall also pay to the LOC Provider on demand
any documentary stamp taxes, intangible taxes or other excise taxes payable on
account of the execution, delivery or enforcement of this Agreement, the Letter
of Credit, or related instruments (including any amendments hereto or thereto)
or the performance of any obligations thereunder (including the payment of
drawings and the making of loans), and any penalties and/or interest incurred
because of the failure of the LOC Provider or the Borrower to pay such taxes
when due. The provisions of this paragraph shall survive payment in full and
discharge of the Borrower's obligations to the LOC Provider.

Section 2.6 Obligations Absolute. The obligations of the Borrower under
this Agreement shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever.

ARTICLE III
BORROWER'S COVENANTS

Until all the obligations to be performed and paid by the Borrower
hereunder and under the other related documents shall have been performed

and paid in full, and for so long as the Letter of Credit shall be outstanding,
the "Borrower covenants and agrees as follows:

Section 3.1 Borrower's Knowledge of Default. The Borrower will immediately
give notice to the LOC Provider of the occurrence of any Event of Default
hereunder, or any event which would reasonably be expected to become an Event of
Default but for the requirement that notice be given or time elapse or both
hereunder or under any related document, specifying the nature thereof, the
period of existence thereof and what action Borrower proposes to take with
respect thereto.

Section 3.2 Compliance With Related Documents. The Borrower shall use or
cause to be used the proceeds of the Loan for the purposes set forth in the Loan
Agreement, and shall at all times comply with the terms and provisions of the
loan agreement, promissory note and the other documents related to the Loan.

Section 3.3 Additional Instruments and Assurances. The Borrower shall
execute and deliver to the LOC Provider all such documents and instruments, and
do all such acts and things, as may be necessary or required by the LOC Provider
to enable the LOC Provider to exercise and enforce its rights under this
Agreement, and to realize thereon, all as may be necessary or required by the
LOC Provider to validate, preserve and protect the position of the LOC Provider
under this Agreement and the other related documents.

Section 3.4 No Right of Setoff. The Borrower hereby specifically waives and
disclaims, during the terms of this Agreement, any present or future claim,
setoff, defense or other right of abatement of debt service payments or amounts
due the LOC Provider under this Agreement, the other related documents, the
Letter of Credit, or any unrelated transaction.

Section 3.5 Modification of Related Documents. The Borrower will not amend,
extend, modify, waive, revise or otherwise alter or terminate any terms of the
Loan or any related documents in any manner that affects any rights or
obligations of the LOC Provider.

ARTICLE IV
DEFAULT

Section 4.1 Events of Default. Each of the following shall constitute an
Event of Default under this Agreement:

(1) Failure of the Borrower to pay when due any amounts payable under
any provision of this Agreement;

(2) Any substantial change in the Borrower's business as it is
currently conducted.

(3) The occurrence of an "Event of Default" or "Default" under any
document relating to the Loan, the Letter of Credit, this Agreement or any
other related document;

(4) If the Borrower defaults in the performance or observance of any
agreement, covenant, term or condition contained herein, and such default
shall not have been remedied with thirty (30) days after written notice
thereof; or

(5) Failure of the Borrower to repay all sums due and outstanding
under the Loan prior to the Termination Date, as defined below.

Section 4.2 Remedies. Upon an Event of Default, the entire face value of
the Letter of Credit, and all other obligations of the Borrower hereunder,
whether then owing or contingently owing, will, at the option of the LOC
Provider or its successor or assigns, immediately become due and payable by the
Borrower without presentation, demand, protest or notice of any kind, all of
which are hereby expressly waived.

No Remedy herein conferred upon or reserved to the LOC Provider is intended
to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder and the related documents or now or hereafter existing at law or
in equity or by statute.

ARTICLE V
MISCELLANEOUS

Section 5.1 Indemnification. The Borrower hereby indemnifies and holds the
LOC Provider harmless from and against any and all claims, damages, losses,
liabilities, costs or expenses whatsoever which the LOC Provider may incur (or
which may be claimed against the LOC Provider by any Person) (i) by reason of or
in connection with the execution and delivery or transfer of, or payment or
failure to pay under, the Letter of Credit; or (ii) by reason of or in
connection with the execution, delivery or performance of this Agreement, any
related document or any transaction contemplated by any thereof.

Notwithstanding anything herein to the contrary, nothing in this Section
5.1 is intended or shall be construed to limit the Borrower's Obligations. The
indemnities and obligations of the Borrower contained in this Section 5.1 shall
survive the payment in full of the Borrower's Obligations.

Section 5.2 Liability of the LOC Provider. Neither the LOC Provider nor any
of its officers, directors, employees, agents or consultants shall be liable or
responsible for:

(1) the use which may be made of the Letter of Credit or for any acts
or omissions of the Borrower or any beneficiary or transferee in connection
therewith;

(2) the validity, sufficiency or genuineness of documents, or of any
endorsement(s) thereon, even if such documents should in fact prove to be
in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged;

(3) payment under the Letter of Credit against presentation of
documents which do not comply with the terms of the Letter of Credit,
including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or

(4) any other circumstances whatsoever in any way related to the
making or failure to make payment under the Letter of Credit.

Section 5.3 Successors and Assigns. This Agreement shall be binding upon
the Borrower and its successors and assigns and shall not be assignable by the
Borrower without the LOC Provider's prior written consent. All rights against
the Borrower arising under this Agreement shall be for the sold benefit of the
LOC Provider, its successors and assigns, all of whom shall be entitled to
enforce performance and observance of this Agreement to the same extent as if
they were parties hereto. This Agreement shall be binding upon the LOC Provider
and its successors and assigns.

Section 5.4 Notices. All notices, requests and demands to or upon the
respective parties hereto shall be deemed to have been given or made when hand
delivered or delivered by telecopy or other facsimile or three (3) days after
being mailed first class, certified or registered mail, postage prepaid, or one
(1) day after being sent by overnight courier service, addressed as follows or
to such other address as the parties hereto shall have been notified pursuant to
this Section 5.4:

If to Borrower: Firestone Communications, Inc.
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,. Suite 200
Fort Worth, Texas 76117
Telecopy: (▇▇▇)▇▇▇-▇▇▇▇

If to LOC Provider: 12K LLC
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇)▇▇▇-▇▇▇▇

except in cases where it is expressly herein provided that such notice, request
or demand is not effective until received by the party to whom it is addressed,
in which event said notice, request or demand shall be effective only upon
receipt by the addressee.

Section 5.5 Amendment. This Agreement may be amended, modified or
discharged only upon an agreement in writing of the Borrower and the LOC
Provider.

Section 5.6 Effect of Delay and ▇▇▇▇▇▇▇. No delay or omission to exercise
any right or power accruing upon any default, omission or failure of performance
hereunder shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time
and as often as may be deemed expedient. No waiver, amendment, release of
modification of this Agreement shall be established by conduct, custom or course
of dealing, but solely by an instrument in writing duly executed by the parties
thereunto duly authorized by this Agreement.

Section 5.7. Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

Section 5.8 Severability. The invalidity or unenforceability of any one or
more phrases, sentences, clauses or Sections contained in this Agreement shall
not affect the validity or enforceability of the remaining portions of this
Agreement, or any part thereof.

Section 5.9 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without regard to
conflict of law principles.

Section 5.10 Termination. Notwithstanding anything herein to the contrary,
this Agreement shall terminate no later then ten (10) years from the effective
date hereon (the Termination Date").

Section 5.11 Consent to Jurisdiction; Venue. In the event that any action,
suit or other proceeding is brought against the Borrower by or on behalf of the
LOC Provider to enforce the observance or performance of any of the provisions
of this Agreement or of any of the related documents, including without
limitation the collection of any amounts owing thereunder, the Borrower hereby
(i) irrevocably consents to the exercise of jurisdiction over the Borrower and
to the extent permitted by applicable laws, its property, by the United States
District

Court and by the Circuit Court for ▇▇▇▇▇ County, and (ii) irrevocably waives any
objection it might now or hereafter have or assert to the venue of any such
proceeding in any court described in clause (i) above.

Section 5.12 Entirety. This Agreement and related documents constitute the
entire agreement of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements of such parties.

Section 5.13 Waiver of Jury Trial. WAIVER OF JURY TRIAL. THE BORROWER AND
THE LOC PROVIDER WAIVE TRIAL BY JURY IN RESPECT OF ANY CLAIM AND ANY ACTION ON
CLAIM. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER
AND THE LOC PROVIDER, AND THE BORROWER AND THE LOC PROVIDER HEREBY REPRESENT
THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR
ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY
ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES' ENTERING
INTO THE LOAN DOCUMENTS. THE BORROWER AND THE LOC PROVIDER ARE EACH HEREBY
AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER OF JURY TRIAL. THE BORROWER FURTHER REPRESENTS AND
WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN
THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN
FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.

IN WITNESS WHEREOF, the Borrower and the LOC Provider have caused this
Agreement to be executed in their respective names and their respective seals to
be hereunto affixed and attested by their duly authorized representatives.

FIRESTONE COMMUNICATIONS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chairman and CEO

12K LLC

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Manager

Document Metadata

Table of Contents

PROMISSORY NOTE

Document Metadata