FRANKLIN CAPITAL CORP
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>a4-11ex10_6.txt
<TEXT>
                                                                    Exhibit 10.6
                                                                    ------------


                                 PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF
EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (OR FOLLOWING RECEIPT BY EXCELSIOR RADIO NETWORKS, INC. OF AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO EXCELSIOR RADIO NETWORKS, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED), APPLICABLE STATE SECURITIES LAWS AND THE TERMS
AND CONDITIONS HEREOF.


$2,291,800                                                        April 3, 2002



FOR VALUE RECEIVED, the undersigned, Excelsior Radio Networks, Inc., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of Sunshine II, LLC, a Colorado limited liability company (the "Lender"),
at the Lender's office located at 777 S. Wadsworth Blvd., Suite 4-280, Lakewood,
CO 80226, or at such other place as the holder of this Note may from time to
time designate in writing, in lawful money of the United States of America and
in immediately available funds, the principal sum of TWO MILLION TWO HUNDRED
NINETY-ONE THOUSAND EIGHT HUNDRED DOLLARS ($2,291,800), with interest thereon as
provided herein.

         Maturity Date. The principal amount hereof shall be due and payable on
April 3, 2003 (the "Maturity Date").

         Interest. Interest on the outstanding unpaid principal amount hereof
shall accrue at a rate per annum equal to 12% (the "Interest Rate"). All accrued
and unpaid interest shall be due and payable on (i) the last day of each
calendar quarter, commencing on the calendar quarter ending June 30, 2002, (ii)
the date of any principal prepayment of this Note but only with respect to the
amount of principal prepaid, and (iii) the date of payment of this Note in full.
Interest shall accrue on the principal amount from and including the date hereof
to, but not including, the Maturity Date. Interest shall be computed on the
daily principal balance on the basis of a 365-day year for the actual number of
days elapsed in the period during which it accrues. If any amounts under this
Note become due and payable on a day that banks in the State of New York are not
open for business, such amounts shall be paid on the next succeeding day that
such banks shall be open for business.

         Limitation on Interest. In no event whatsoever shall interest charged
hereunder, however such interest may be characterized or computed, exceed the
highest rate permissible under any law which a court of competent jurisdiction
shall, in a final determination, deem applicable hereto. In the event that such


<PAGE>

a court determines that the Lender has received interest hereunder in excess of
the highest rate applicable hereto, such excess interest shall, at Borrower's
option and to the extent permitted by law, (a) be applied as a credit against
the outstanding principal balance hereof or accrued and unpaid interest hereon,
(b) refunded to the Borrower or (c) any combination of the foregoing.

         Optional Prepayment. The Borrower shall, upon at least five (5) days
written notice to the Lender, have the right to prepay without penalty the
outstanding principal amount hereof in whole or in part at any time and from
time to time after the date hereof. On the date of any such prepayment, the
Borrower shall pay outstanding accrued interest on the amount so prepaid to the
date of prepayment. Any such prepayment in part shall first be applied to the
interest due hereunder.

         Mandatory Prepayment. In the event that the Borrower does not use the
funds received pursuant to this Note to finance, either directly or through a
newly formed subsidiary of Borrower, the acquisition of certain assets from Dial
Communications Group, Inc. ("DCGI") and Dial Communications Group LLC (together
with DCGI, the "Dial Entities") pursuant to the Asset Purchase Agreement (the
"Asset Purchase Agreement"), dated as of April 1, 2002, among the Borrower,
Franklin Capital Corporation, a Delaware corporation ("Franklin"), and the Dial
Entities, within five (5) business days of the date hereof, the principal and
accrued interest on this Note shall become immediately due and payable.

         Security. This Note is secured pursuant to the terms of that certain
Security Agreement of even date herewith, among the Borrower, the Lender and
Sunshine II, LLC, as amended, supplemented or restated from time to time (the
"Security Agreement").

         Representations and Warranties. The Borrower makes the following
representations and warranties (each of which shall survive the execution and
delivery of this Note until the satisfaction in full of all amounts payable
hereunder) as of the date hereof (prior to the consummation of the transactions
contemplated by the Asset Purchase Agreement):

                  (a) The Borrower (i) has the corporate power and authority and
         the legal right to own or lease and operate its property and to conduct
         the business in which it is currently engaged and (ii) is in compliance
         in all material respects with all laws, rules and regulations
         applicable to it.

                  (b) The execution, delivery and performance by the Borrower of
         this Note (i) are within the Borrower's corporate powers and (ii) have
         been duly authorized by all necessary corporate action.

                  (c) Other than the parties to the Security Agreement, no
         consent of any person and no authorization or approval or other action
         by and, other than the filing of appropriate financing statements in
         the applicable jurisdictions, no notice to or filing or registration
         with, any governmental authority or regulatory body is required in
         connection with the execution, delivery and performance by the Borrower
         of this Note or the taking of any action contemplated hereby.



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<PAGE>

                  (d) Each of this Note and the Security Agreement constitutes
         the legal, valid and binding obligation of the Borrower enforceable in
         accordance with its terms, except as enforcement thereof may be subject
         to the effect of any applicable bankruptcy, insolvency, reorganization,
         moratorium or similar law affecting creditors' rights generally, and
         general principles of equity (regardless of whether considered in a
         proceeding in equity or at law). The Security Agreement remains in full
         force and effect.

                  (e) The execution, delivery and performance by the Borrower of
         this Note (i) do not contravene the terms of its certificate of
         incorporation or bylaws, (ii) do not violate, conflict with or result
         in any breach or contravention of the terms, conditions or provisions
         of any material document or agreement to which the Borrower is a party
         or by which it is bound and (iii) do not violate, conflict with or
         result in any breach or contravention of, or create any lien under, any
         law, statute or regulation applicable to the Borrower (except for the
         lien created by the Security Agreement).

                  (f) Except as set forth on Schedule A hereto, as of the date
         hereof, there are no actions, suits, proceedings, claims, complaints,
         disputes, arbitrations or investigations (collectively, "Claims")
         pending or, to the actual knowledge of the Borrower, threatened, at
         law, in equity, in arbitration or before any Governmental Authority
         against the Borrower. The foregoing includes, without limitation,
         Claims pending or, to the actual knowledge of the Borrower, threatened
         involving the prior employment of any of the Borrower's employees,
         their use in connection with the Borrower's business of any information
         or techniques allegedly proprietary to any of their former employers or
         their obligations under any agreements with prior employers. No order
         has been issued by any court or other Governmental Authority against
         the Borrower purporting to enjoin or restrain the execution, delivery
         or performance of this Agreement. For purposes of this clause (f),
         "Governmental Authority" means the government of any nation, state,
         city, locality or other political subdivision thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.

         Covenants.

                  (a) The Borrower covenants to the Lender that it shall use the
         funds received from the Lender pursuant to this Note to finance, either
         directly or indirectly through a newly formed subsidiary of the
         Borrower, the acquisition of certain assets from the Dial Entities
         pursuant to the Asset Purchase Agreement.

                  (b) The Borrower covenants to the Lender that from the date
         hereof until all amounts owing hereunder have been paid in full, the
         Borrower shall:

                           (i) punctually pay the interest and principal on this
         Note in the manner specified in this Note, and any other liabilities
         due under this Note;



                                       3
<PAGE>

                           (ii) promptly, upon the Borrower's acquiring
         knowledge thereof, give written notice to the Lender of any Event of
         Default (as defined below);

                           (iii) execute and deliver, or cause to be executed
         and delivered, upon the Lender's request and at the Borrower's expense,
         such additional documents, instruments and agreements as the Lender may
         reasonably determine to be necessary to carry out the provisions of
         this Note and the transactions and actions contemplated hereunder;

                           (iv) execute and file, if necessary to perfect the
         security interest granted to the Lender pursuant to the Security
         Agreement (the "Security Interest"), UCC-1 Financing Statements
         evidencing the Security Interest and any additional documents necessary
         to perfect a security interest in the Collateral (as defined in the
         Security Agreement);

                           (v) not (A) declare or pay any dividends on any
         shares of the Borrower's outstanding capital stock other than payment
         in kind dividends, (B) make any distribution on any shares of the
         Borrower's outstanding capital stock other than payment in kind
         dividends, or (C) repurchase or redeem any shares of the Borrower's
         outstanding capital stock, without the consent of the Lender, which
         consent shall not be unreasonably withheld;

                           (vi) except as contemplated by the Management
         Services Agreement, dated August 28, 2001, between the Borrower and
         Franklin, not enter into any transactions with any affiliates, without
         the consent of the Lender, other than transactions that are in the
         ordinary course of business and are on an arms length basis;

                           (vii) deliver to the Lender:

                                            (A) as soon as available, but not
         later than ninety (90) days after the end of each fiscal year of the
         Borrower, a copy of the audited balance sheet of the Borrower as of the
         end of such fiscal year and the related statements of operations and
         cash flows for such fiscal year, setting forth in each case in
         comparative form the figures for the previous year, all in reasonable
         detail and accompanied by the opinion of a nationally recognized
         independent certified public accounting firm which report shall state
         without qualification that such financial statements present fairly the
         financial condition as of such date and results of operations and cash
         flows for the periods indicated in conformity with generally accepted
         accounting principles ("GAAP") applied on a consistent basis; and

                                            (B) commencing with the fiscal
         period ending on March 31, 2002, as soon as available, but in any event
         not later than forty-five (45) days after the end of each of the first
         three fiscal quarters of each fiscal year, the unaudited balance sheet
         of the Borrower, and the related statements of operations and cash
         flows for such quarter and for the period commencing on the first day
         of the fiscal year and ending on the last day of such quarter, all
         certified by an appropriate officer of the Borrower as presenting


                                       4
<PAGE>

         fairly the financial condition as of such date and results of
         operations and cash flows for the periods indicated in conformity with
         GAAP applied on a consistent basis, subject to normal year-end
         adjustments and the absence of footnotes required by GAAP; and

                           (viii) except as permitted by Section 4 of the
         Security Agreement and for debt issued to Sunshine under the Sunshine
         Note (as defined in the Security Agreement), not issue, assume,
         guarantee or suffer to exist any indebtedness for borrowed money not
         outstanding on the date of this Note without the consent of the Lender,
         other than purchase money security interests, and capital and operating
         leases.

         Event of Default. Each of the following events shall constitute an
Event of Default hereunder:

                  (a) if the Borrower fails to pay any principal of or interest
         on this Note when the same shall become due and payable;

                  (b) if the Borrower shall generally not pay its debts as such
         debts become due, or shall admit in writing its inability to pay its
         debts generally, or shall make a general assignment for the benefit of
         creditors;

                  (c) if any proceeding is instituted by or against the Borrower
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief or composition of it or its debt under any law
         relating to bankruptcy, insolvency, reorganization or relief of
         debtors, or seeking the entry of an order for relief or for any
         substantial part of its property (and, in the case of any such
         proceeding instituted against the Borrower, should the same remain
         undismissed, unstayed or unbonded for a period of 120 days), or should
         the Borrower take corporate action to authorize any of the actions set
         forth in this clause (c);

                  (d) if the Borrower is liquidated or dissolved;

                  (e) if default by the Borrower shall be made in the due
         observance or performance of any other covenant, condition or agreement
         on the part of the Borrower to be observed or performed pursuant to the
         terms hereof or to the terms of the Security Agreement;

                  (f) if any representation, warranty, certification or
         statement made by or on behalf of the Borrower in this Note or the
         Security Agreement, or in any certificate or other document delivered
         pursuant thereto, shall have been incorrect in any material respect
         when made, unless the same is capable of being cured or corrected and
         is promptly cured or corrected as soon as the Borrower has received
         notification in writing by the Lender and prior to being cured or
         corrected does not have a material adverse effect on the Borrower;



                                       5
<PAGE>

                  (g) if the Borrower shall: (i) fail to pay any indebtedness
         the aggregate outstanding principal amount of which is in excess of
         $300,000, including but not limited to indebtedness for borrowed money
         (other than the payment obligations relating to payments made pursuant
         to the terms of this Note) of the Borrower, as the case may be, or any
         interest or premium thereon, when due and such failure shall continue
         after any applicable grace period; or (ii) fail to perform or observe,
         and such failure shall continue after any applicable grace period, any
         term, covenant or condition on its part to be performed or observed
         under any agreement or instrument relating to any such indebtedness the
         aggregate outstanding principal amount of which as to any or all of the
         Borrower is in excess of $300,000, when required to be performed or
         observed, if the effect of such failure to perform or observe is to
         accelerate, or to permit the acceleration of, after the giving of
         notice or passage of time, or both, the maturity of such indebtedness
         and such indebtedness is so accelerated; or (iii) permit any such
         indebtedness, the aggregate outstanding principal amount of which is in
         excess of $300,000, to have been declared to be due and payable, or
         required to be prepaid (other than by a regularly scheduled required
         prepayment), prior to the stated maturity thereof; or

                  (h) if one or more final judgments with no right of appeal for
         the payment of money in an aggregate amount in excess of $300,000 (to
         the extent not covered by insurance) shall be rendered against the
         Borrower and such judgments remain undischarged for thirty (30) days,
         or any action shall be legally taken by a judgment creditor to levy
         upon assets or properties of the Borrower to enforce any such judgment.

         Rights Upon Occurrence of an Event of Default. Upon the occurrence of
any Event of Default under clauses (c) or (d) of the preceding paragraph, then
all outstanding principal hereof and interest hereon shall, without notice,
demand or any other action on the part of the Lender, become immediately due and
payable. Upon the occurrence of any other Event of Default, then at the Lender's
option, by written notice to the Borrower, all outstanding principal hereof and
interest hereon shall become immediately due and payable; provided, however,
that prior to all outstanding principal hereof and interest hereon becoming due
and payable the Borrower must have received written notice of the Event of
Default from the Lender; provided, further, that upon the occurrence of any
Event of Default under (I) clause (a) such Event of Default shall not have been
cured for period of 5 days after receipt of such notice by the Borrower and (II)
clauses (b), (e), (f), (g) and (h) such Event of Default shall not have been
cured for a period of 30 days after receipt of such notice by the Borrower.

         Waiver. The Borrower hereby waives demand, presentment, protest, notice
of demand, dishonor, presentment, protest and nonpayment in connection with this
Note. The Borrower agrees that no omission or delay by the Lender in exercising
any rights under this Note shall operate as a waiver, and the single or partial
exercise of any such right or rights shall not preclude any other further
exercise of such right or rights.

         Costs of Collection. If this Note is collected by or through an
attorney-at-law, all reasonable costs of collection, including reasonable
attorney's fees actually incurred, shall be payable by the undersigned.



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<PAGE>

         Registration of Note. The Borrower shall keep at its principal office a
register in which the Borrower shall provide for the registration and transfer
of this Note, in which the Borrower shall record the name and address of the
Lender and the name and address of each permitted transferee and prior owner of
the Note. The Lender shall notify the Borrower of any change of name or address;
and promptly after receiving such notification the Borrower shall record such
information in such register.

         Transfer of Note.

                  (a) This Note and all rights hereunder may not be transferred,
         at any time in whole, or from time to time in part, by the Lender
         without the prior written consent of the Borrower, which consent shall
         not be unreasonably withheld. A transfer of this Note may be effected
         only by a surrender hereof to the Borrower and the issuance by the
         Borrower of a new Note or Notes in replacement thereof, which shall be
         registered by the Borrower in accordance with the terms of this Note.
         The Lender shall be responsible for payment of any transfer taxes in
         connection with the transfer of this Note.

                  (b) The rights and obligations of the Borrower hereunder may
         not be transferred without the prior written consent of the Lender,
         which consent shall not be unreasonably withheld.

         Expenses. The Borrower agrees to reimburse the Lender for all its
reasonable out of pocket costs and expenses in connection with the negotiation,
delivery and execution of this Note and the Security Agreement in an amount not
to exceed $20,000, including, without limitation, all reasonable legal fees,
incurred in connection with the preparation, review, negotiation, execution and
delivery of this Note and any other instruments and documents to be delivered
hereunder.

         Amendment. This Note may not be amended or modified except in a writing
signed by the Borrower and the Lender.

         Headings. Section headings in this Note are included herein for
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

         Notices. Any notice or communication provided for by this Note shall be
in writing and shall be delivered in person, sent by telecopy, mailed, first
class, postage prepaid, or sent by nationally recognized overnight delivery
service addressed to the Borrower or the Lender at their respective addresses or
telecopy numbers specified in Exhibit A hereto, or in the register maintained by
the Borrower in accordance with the terms of this Note or, as to any such party,
at such other address or telecopy number as may be designated by it in a notice
to the other parties hereto. All notices, demands and other communications shall
be deemed to have been duly given when delivered by hand, if personally
delivered; when delivered by courier, if delivered by commercial courier
service; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if
telecopied.



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         THIS NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE
IN NEW YORK, NEW YORK AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED
TO CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. Whenever
possible each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note. Whenever in this Note reference is made to the Lender or the Borrower,
such reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Note shall be binding
upon and shall inure to the benefit of such successors and assigns. The
Borrower's successors and assigns shall include, without limitation, a receiver,
trustee or debtor in possession of or for the Borrower.

         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
in its name and on its behalf by the appropriate officer, hereunder duly
authorized on the day and year first written above:


                                      EXCELSIOR RADIO NETWORKS, INC.

                                      By: /s/ Stephen L. Brown
                                         ---------------------------------
                                         Name:  Stephen L. Brown
                                         Title: Chairman









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<PAGE>

                                    Exhibit A

                           If to the Borrower:

                                    Excelsior Radio Networks, Inc.
                                    450 Park Avenue, Suite 1000
                                    New York, NY 10022
                                    Attention:  President
                                    Telecopy No.:  (212) 755-5451

                           with a copy to:

                                    Weil, Gotshal & Manges LLP
                                    767 Fifth Avenue
                                    New York, New York 10153
                                    Attention:  Michael E. Lubowitz, Esq.
                                    Telecopy No.: (212) 310-8007

                           If to the Lender:

                                    c/o Qunice Associates
                                    777 S. Wadsworth Blvd.
                                    Suite 4-280
                                    Lakewood, CO 80226
                                    Attention:  John Hill
                                    Telecopy No:  (303) 985-7844

                           with a copy to:

                                    Proskauer Rose LLP
                                    1585 Broadway
                                    New York, NY 10036
                                    Attention:  Alan S. Cohen, Esq.
                                    Telecopy No:  (212) 969-2900





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<PAGE>

                                   Schedule A

Jeffrey A. Leve and the Jeffrey Leve Family Partnership, LP have filed a
complaint, dated October 15, 2001. It has been removed from Los Angeles Superior
Court to the United States District Court for the Central District of
California. The complaint alleges breach of fiduciary duty and fraud against
Franklin, Sunshine Wireless, Winstar Global Media, Jon Goldman, Stuart Rekant,
and On the Radio Broadcasting in connection with the Winstar acquisition.
Pursuant to his claims of civil conspiracy, Leve is demanding $5 million in
damages.



















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</DOCUMENT>
