PROMISSORY NOTE


Borrower:                               Lender:
FULL TILT SPORTS, INC., A COLORADO      Bank One, Colorado, NA
CORPORATION                             Colorado Springs Banking Center
212 N. WAHSATCH AVE., STE 205           1125 17th Street
COLORADO SPRINGS, CO 80918              Denver, CO 80217

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Principle Amount:  $1,200,000.00                     Date of Note:  May 12, 2000

PROMISE  TO PAY.  For  value  received,  FULL  TILT  SPORTS,  INC.,  A  COLORADO
CORPORATION  ("Borrower")  promises to pay to Bank One, Colorado, NA ("Lender"),
or order, in lawful money of the United States of America,  the principal amount
of One Million Two Hundred  Thousand & 00/100  Dollars  ($1,200,000.00)  ("Total
Principal  Amount") or so much as may be outstanding,  together with interest on
the unpaid  outstanding  principal  balance from the date advanced until paid in
full.

PAYMENT.  This Note  shall be  payable  as  follows:  Interest  shall be due and
payable monthly as it accrues, commencing on June 12, 2000 and continuing on the
same  day of each  month  thereafter  during  the  term of  this  Note,  and the
outstanding principal balance of this Note, together with all accrued but unpaid
interest,  shall be due and payable on November  15, 2000.  The annual  interest
rate for this Note is computed  on a 365/360  basis;  that is, by  applying  the
ratio of the annual  interest  rate over a year of 360 days,  multiplied  by the
outstanding  principal  balance,  multiplied  by the  actual  number of days the
principal  balance  is  outstanding.  Borrower  will pay  Lender at the  address
designated  by Lender from time to time in writing.  If any payment of principal
of or  interest  on this Note shall  become due on a day which is not a Business
Day,  such payment  shall be made on the next  succeeding  Business Day. As used
herein,  the term  "Business  Day"  shall  mean any day other  than a  Saturday,
Sunday,  or any other day on which national banking  associations are authorized
to be closed.  Unless otherwise agreed to, in writing,  or otherwise required by
applicable law, payments will be applied first to accrued, unpaid interest, then
to principal,  and any remaining  amount to any unpaid  collection  costs,  late
charges and other charges, provided, however, upon delinquency or other default,
Lender  reserves the right to apply payments  among  principal,  interest,  late
charges,  collection  costs and other charges at its  discretion.  The books and
records of Lender shall be prima facie evidence of all outstanding  principal of
and  accrued  but unpaid  interest  on this Note.  This Note may be  executed in
connection with a loan agreement. Any such loan agreement may contain additional
rights, obligations and terms.

VARIABLE  INTERST RATE. The interest rate on this Note is subject to fluctuation
based upon the Prime Rate of interest in effect from time to time (the  "Index")
(which  ratio may not be the  lowest,  best or most  favorable  rate of interest
which Lender may charge on loans to its customers).  "Prime Rate" shall mean the
rate announced from time to time by Lender as its prime rate. Each change in the
rate to be charged on this Note will become effective without notice on the same
day as the Index  changes.  Except as  otherwise  provided  herein,  the  unpaid
principal  balance of this Note will  accrue  interest at a rate per annum which
will from time to time be equal to the sum of the Index,  plus  0.000%,  NOTICE:
Under no  circumstances  will the  interest  rate on this  Note be more than the
maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
fee all or a portion of the principal  amount owed hereunder  earlier than it is
due. All  prepayments  shall be applied to the  indebtedness  owing hereunder in
such  order and  manner as Lender  may from time to time  determine  in its sole
discretion.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment or $25.00, whichever is greater.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment of principal or interest when due under this
Notice or any other  indebtedness  owing now or hereafter by Borrower to Lender;
(b)  failure of  Borrower or any other party to comply with or perform any term,
obligation,  covenant  or  condition  contained  in this  Note  or in any  other
promissory note, credit agreement, loan agreement, guaranty, security agreement,
mortgage, deed of trust or any other instrument,  agreement or document, whether
now or hereafter  existing,  executed in connection with this Note (the Note and
all such other  instruments,  agreements,  and documents  shall be  collectively
known herein as the "Related  Documents");  (c) Any  representation or statement
made or  furnished  to Lender  herein,  in any of the  Related  Documents  or in
connection  with any foregoing is false or  misleading in any material  respect;
(d) Borrower or any other party liable for the payment of this Note,  whether as
maker, endorser,  guarantor, surety or otherwise, becomes insolvent or bankrupt,
has a  receiver  or trustee  appointed  for any part of its  property,  makes an
assignment  for the benefit of its  creditors,  or any  proceeding  is commenced
either by any such party or against it under any bankruptcy or insolvency  laws;
(e) the occurrence of any event of default specified in any of the other Related
Documents or in any other agreement now or hereafter  arising  between  Borrower
and Lender;  (f) the occurrence of any event which permits the  acceleration  of
the maturity of any indebtedness owing now or hereafter by Borrower to any third
party;  or  (g)  the  liquidation,  termination,  dissolution,  death  or  legal
incapacity  of Borrower or any other party  liable for the payment of this Note,
whether as maker, endorser, guarantor, surety, or otherwise.

LENDER'S RIGHTS. Upon default,  Lender may at its option, without further notice
or demand (i)  declare the entire  unpaid  principal  balance on this Note,  all
accrued  unpaid  interest and all other costs and expenses for which Borrower is
responsible for under this Note and any other Related Document  immediately due,
(ii) refuse to advance any additional  amounts under this Note,  (iii) foreclose
all liens securing  payment hereof,  (iv) pursue any other rights,  remedies and
recourse available to the Lender, including without limitation, and such rights,
remedies or recourses under the Related  Documents,  at law or in equity, or (v)
pursue any combination of the foregoing.  Upon default  including failure to pay
upon final  maturity,  Lender,  at its  option,  may also,  if  permitted  under
applicable  law, do one or both of the  following:  (a)  increase  the  variable
interest rate on this Note to 3.000  percentage  points over the Index,  and (b)
add any unpaid  accrued  interest to principal  and such sum will bear  interest
therefrom  until paid at the rate provided in this Note (including any increased
rate).  The  interest  rate  will not  exceed  the  maximum  rate  permitted  by
applicable  law.  Lender  may hire an  attorney  to help  collect  this  Note if
Borrower does not pay and Borrower will pay Lender's reasonable  attorneys' fees
and all other cost of collection, unless prohibited by applicable law. This Note
has been  delivered  to Lender and  accepted by Lender in the State of Colorado.
Subject to the  provision  on  arbitration,  this Note shall be  governed by and
construed in accordance with the laws of the State of Colorado without regard to
any conflict of laws or provisions thereof.

PURPOSE.  Borrower  agrees  that no  advances  under this Note shall be used for
personal, family, or household purposes and that all advances hereunder shall be
used solely for business, commercial, agricultural or other similar purposes.

JURY  WAIVER.  THE  BORROWER  AND  LENDER  (BY  ITS  ACCEPTANCE  HEREOF)  HEREBY
VOLUNTARILY,  KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE  (WHETHER BASED UPON CONTRACT,  TORT
OR OTHERWISE)  BETWEEN OR AMONG THE BORROWER AND LENDER ARISING OUT OF OR IN ANY
WAY  RELATED TO THIS  NOTE,  ANY OTHER  RELATED  DOCUMENT,  OR ANY  RELATIONSHIP
BETWEEN LENDER AND BORROWER.  THIS PROVISION IS A MATERIAL  INDUCEMENT TO LENDER
TO PROVIDE THE FINANCING EVEIDENCED BY THIS NOTE.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $20.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Unless a lien  would be  prohibited  by law or would  render a
nontaxable  account  taxable,  Borrower grants to Lender a contractual  security
interest in, and hereby assigns,  conveys,  delivers,  pledges, and transfers to
Lender all Borrower's  right title and interest in and to,  Borrower's  accounts
with Lender (whether checking, savings, or any other account), including without
limitation all accounts held jointly with someone else and all accounts Borrower
may open in the future.  Borrower  authorizes Lender, to the extent permitted by
applicable  law, to charge or setoff all sums owing on this Note against any and
all such accounts.

LINE OF CREDIT.  This Note  evidences a revolving  line of credit.  Borrower may
request advances and make payments hereunder from time to time, provided that it
is understood and agreed that the aggregate  principal  amount  outstanding from
time to time hereunder shall not at any time exceed the Total Principal  Amount.
The unpaid principal  balance of this Note shall increase and decrease with each
new  advance  or  payment  hereunder,  as the case may be.  Subject to the terms
hereof,  Borrower may borrow, repay and reborrow hereunder.  Advances under this
Note,  as well as  directions  for  payment  from  Borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may,  but need not,  require  that all oral  requests be  confirmed  in writing.
Borrower  agrees to be liable for all sums either:  (a)  advanced in  accordance
with  the  instructions  of an  authorized  person  or  (b)  credited  to any of
Borrower's accounts with Lender.

ARBRITRATION.  Lender and Borrower  agree that upon the written demand of either
party,  whether made before or after the  institution on any legal  proceedings,
but prior to the  rendering of any judgement in that  proceeding,  all disputes,
claims and controversies  between them, whether  individual,  joint, or class in
nature,  arising from this Note,  any Related  Document or otherwise,  including
without  limitation  contract  disputes  and tort  claims,  shall be resolved by
binding  arbitration  pursuant  to the  the  Commercial  Rules  of the  American
Arbitration  Association  ("AAA").  Any arbitration  proceeding held pursuant to
this arbitration provision shall be conducted in the city nearest the Borrower's
address having an AAA regional office,  or at any other place selected by mutual
agreement  of the  parties.  No act to take or dispose of any  collateral  shall
constitute a


<PAGE>


05-12-2000                     PROMISSORY NOTE                           Page 2
Loan No                         (Continued)
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waiver  of this  arbitration  agreement  or be  prohibited  by this  arbitration
agreement.  This arbitration provision shall not limit the right of either party
during any dispute, claim or controversy to seek, use , and employ ancillery, or
preliminary rights and/or remedies,  judicial or otherwise,  for the purposes of
realizing upon,  preserving,  protecting,  foreclosing  upon or proceeding under
forcible entry and detain for possession of, any real or personal property,  and
any such  action  shall not be deemed an  election of  remedies.  Such  remedies
include,  without  limitation,   obtaining  injunctive  relief  or  a  temporary
restraining order, invoking a power of sale under any deed of trust or mortgage,
obtaining a writ of attachment or  imposition of a  receivership,  or exercising
any rights  relating to personal  property,  including  exercising  the right of
set-off,  or taking or  disposing  of such  property  with or  without  judicial
process  pursuant to the Uniform  Commercial  Code.  Any  disputes,  claims,  or
controversies concerning the lawfulness or reasonableness of an act, or exercise
of any  right or  remedy,  concerning  any  collateral,  including  any claim to
rescind,  reform, or otherwise modify any agreement  relating to the collateral,
shall also be arbitrated;  provided,  however that no arbitrator  shall have the
right or the power to enjoin or restrain any act of either party. Judgement upon
any  award  rendered  by any  arbitrator  may be  entered  in any  court  having
jurisdiction.  The statute of limitations,  estoppel, waiver, laches and similar
doctrines  which would  otherwise be  applicable  in an actin brought by a party
shall be applicable in any arbitration  proceeding,  and the  commencement of an
arbitration  proceeding shall be deemed the commencement of any action for these
purposes.  The Federal Arbitration Act (Title 9 of the United States Code) shall
apply to the construction,  interpretation,  and enforcement of this arbitration
provision.

ADDITIONAL  PROVISION REGARDING LATE CHARGES. In the "Late Charge" provision set
forth above,  the following  language is hereby added after the word  "greater":
"up to the maximum  amount of One Thousand Five Hundred  Dollars  ($1500.00) per
late charge".

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, not
party who signs this Note, whether as maker,  guarantor,  accommodation maker of
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  Note,  or
release any party or guarantor or collateral;  or unjustifiably  impair, fail to
realize upon or perfect Lender's security  interest in the collateral;  and take
any other action deemed  necessary by Lender without the consent of or notice to
anyone. All such parties also agree that Lender may modify this Note without the
consent of or notice to anyone  other than the party with whom the  modification
is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORRWOER AGREES TO
THE TERMS OF THE NOTE AND ACKOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS NOTE.

BORROWER:

FULL TILT SPORTS, INC., A COLORADO CORPORATION


By:  /s/ Roger Burnett
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         Roger K. Burnett, President