Promissory Note


$ 54,658.28                                                  September 30, 2002
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         On the date  listed  above,  for value  received  Prime  Resource,  LLC
(hereinafter  referred  to as  Borrower)  hereby  promise to pay to the order of
Prime Resource,  LLC (hereinafter  referred to as Holder), at 22 East 100 South,
Suite 400, Salt Lake City, Utah 84111 the sum of Fifty Four Thousand Six Hundred
Fifty Eight  Dollars and Twenty Eight Cents  ($54,658.28),  with interest at the
rate of four point  eight six  percent  (4.86%),  in lawful  money of the United
States of America, payable on demand with thirty days written notice.

         In the event of  default,  Borrower(s)  agrees  that the entire  unpaid
balance  hereof  shall  become,  at the  election  of Holder and with  Notice to
Borrower,  accelerated and immediately due and payable; (b) agrees to pay Holder
all lawful collection costs and legal expenses,  including reasonable attorney's
fees,  and (c) agrees that any  payments  from  whatever  source  shall first be
applied to Holder's  collection costs and legal expenses,  second to late charge
fees,  third to interest,  and fourth to principal,  at the option of the Holder
hereof.  Waiver of any default shall not  constitute a waiver of any  subsequent
default.

         Any  payment  not  received  by Holder  within ten (10) days of its due
date,  shall include an eighteen  Percent (18%) late charge fee per month on the
balance due.

         The  maker  and  endorser  of  this  Note   expressly   waives  demand,
preentation for payment,  notice of nonpayment and protest, and suit against the
Maker;  and also  agrees  that  this  Note may be  extended  in whole or in part
without his consent at or after maturity.




/s/ Andrew Limpert
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    Andrew Limpert