Promissory Note

                                                     Salt Lake City, Utah
$ 70,000.00                                          March 30, 2001

On the date listed above, for value received,  the undersigned,  Terry Deru (the
"Borrower") promises to pay to Prime Resource, LLC (the "Holder"),  or order, at
22 East 100 South,  Suite 400,  Salt Lake City,  Utah 84111,  or any other place
designated in a writing submitted by Holder to Borrower,  the principal sum of $
70,000.00 (Seventy Thousand  Dollars),  according to the terms contained in this
Note.

Interest  shall accrue at a rate of 4.86% per annum.  Any payments made shall be
applied first to accrued interest,  second to any penalties or attorney fees, if
any,  then to principal.  No payments are required  during the term of the note.
There will be no  prepayment  penalties  if payments are made at any time during
the term of the note. Borrower shall pay a final payment of $ 70,000.00 (Seventy
Thousand Dollars) together with any accrued interest on March 30, 2004.

Payments are payable in lawful money of the United States.

Should default of the payment occur, the whole sum shall become  immediately due
and payable at Holder's option.  Failure by Holder to exercise this option shall
not  constitute  a  waiver  of the  right  to  exercise  it in the  event of any
subsequent default.

Whether or not suit is filed,  Borrower agrees to pay all reasonable  attorney's
fees, costs of collection,  costs, and expenses incurred by Holder in connection
with the enforcement or collection of this Note.  Borrower further agrees to pay
all  costs of suit and the sum  adjudged  as  attorneys'  fees in any  action to
enforce  payment  of this  Note or any  part  of it.

/s/   Terry Deru
- -------------------------
Name: Terry Deru