PROMISSORY NOTE

$750,000.00                  San Antonio, Texas              November 30, 1999

     FOR VALUE RECEIVED, the undersigned BEAULIEU RIVER CAPITAL LC, (FORMERLY
WESTON INVESTMENT INTERESTS, L.L.C.), a Nevada limited liability company
(herein called "MAKER", whether one or more), hereby promises to pay to the
order of RACKSPACE, LTD. a Texas limited partnership (herein together with all
subsequent holders hereof called "HOLDER") at its main office in San Antonio,
Bexar County, Texas, or at such other address as the Holder hereof may from
time to time designate in writing to Maker, the principal sum of $750,000.00,
or so much thereof as may be advanced, together with interest on the principal
balance from time to time remaining unpaid from the date of advance until paid
at the rate hereinafter provided. This Note is made in substitution of that
certain Note dated November 30, 1999 between Weston Investement Interest,
L.L.C. as Maker and Rackspace, Ltd. As Holder which provided for a Maturity
Date of January 5, 2000.

I.   MATURITY DATE:

     As used herein, the "MATURITY DATE" for this Note shall be February 18,
2000.

II.  INTEREST RATE:

     Prior to the Maturity Date, interest on the principal balance advanced
and outstanding shall accrue at the rate of eight percent (8.00%) per annum.
Interest on this Note shall be calculated on a daily rate equal to 1/365th of
the annual percentage rate herein provided.

III. PAYMENT OF PRINCIPAL AND INTEREST:

     This Note shall be due and payable as follows, to-wit:

     Principal and interest shall be due and payable in full on the Maturity
Date.

IV.  PREPAYMENT:

     Maker may prepay the principal of this Note in whole or in part at any
time or times without penalty.
V.   SUCCESSORS AND ASSIGNS:

     The terms and conditions hereof shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto.

                              (SIGNATURES ON NEXT PAGE)
     IN WITNESS WHEREOF Maker has duly executed this Note as of the day and
year first above written.

<PAGE>


                              MAKER:

                              BEAULIEU RIVER CAPITAL LC

                              /s/ Graham M. Weston
                              -------------------------------
                              By:  Graham M. Weston, Member





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Source: OneCLE Business Contracts.