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Promissory Note - Inc. and Richard L. Clemmer

                                 PROMISSORY NOTE

$1,316,055.28                                                  Las Vegas, Nevada
                                                               June 1, 2001

     For value  received,  the  undersigned,  Richard L. Clemmer,  an individual
resident of the State of  California  ("Maker"),  subject in all respects to the
limitations set forth in paragraph III.D. of that certain  Executive  Employment
Agreement  between  Maker  and  Holder of even date  herewith  (the  "Employment
Agreement"),  hereby  promises  to  pay  to,   Inc.,  a  Nevada
corporation ("Holder") at 3291 North Buffalo Drive, Las Vegas, Nevada 89129, the
principal  amount of One  Million  Three  Hundred  Sixteen  Thousand  Fifty-five
Dollars and 28/100 ($1,316,055.28)  together with interest thereon from the date

     This  Promissory Note shall be due and payable in a lump sum on the earlier
date of the following  (the "Due Date"):  (a) the third  anniversary of the date
hereof or (b) the date 30 days  following  the date of  termination  of  Maker's
services as Chief Executive  Officer of the Holder by Maker or Holder other than
due to an  Involuntary  Termination,  as such term is defined in the  Employment

     This Promissory Note may be prepaid in whole or in part at any time without
premium or penalty.

     Maker's  failure to pay when due any payment of  principal  or interest due
under this Promissory  Note shall  constitute a default  ("Default")  hereunder.
Upon the occurrence of any Default,  Holder may, at its option, take any or more
of the following  actions:  (i) declare the entire unpaid principal  balance and
accrued  interest,  if any, to be immediately due and payable;  (ii) set off any
amount  owed to  Maker  by  Holder,  including  without  limitation,  employment
compensation,  bonus,  severance or any similar  amount;  or (iii)  exercise any
other rights or remedies available to it, whether at law or in equity.

     All amounts due  hereunder  shall be payable in lawful  money of the United
States of America.

     This  Promissory Note shall be governed by and construed and interpreted in
accordance with the internal laws of the State of Nevada.


                                Richard L. Clemmer

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