EXHIBIT 10.47



                                 PROMISSORY NOTE


$2,045,000                                                    September 30, 2000

     FOR VALUE  RECEIVED,  Stock Market  Institute  of Learning,  Inc., a Nevada
corporation  ("Borrower"  herein)  promises to pay to the order of Never  Ending
Wealth LP, a Nevada  Corporation,  and the successors and assigns of such lender
("Lender"),  the principal sum of Two Million Forty-Five  Thousand and No/100ths
Dollars  ($2,045,000.00)  (the  "Principal"),  with interest computed on monthly
balances on the basis of a 365-day  year,  at the rate of ten percent  (10%) per
annum.  Principal  and  interest  shall be payable in lawful money of the United
States, at such place as any holder hereof may designate in writing.

     Principal and interest shall be due and payable as follows:  Borrower shall
make  twenty-four  (24)  monthly  payments of Eighteen  Thousand  and  No/100ths
Dollars ($18,000) commencing on April 1, 2003; Borrower thereafter shall make 72
monthly payments of Twenty Thousand and No/100ths  Dollars  ($20,000).  Borrower
shall make a balloon payment of the remaining outstanding principal balance plus
all accrued  interest  with the 72nd Twenty  Thousand  and  No/100ths  ($20,000)
payment  due  hereunder.  All  payments  shall be applied  first to all  accrued
interest due hereunder; second, to any costs and expenses payable hereunder; and
third, to the outstanding  principal balance.  Payments shall be due and payable
on or before the first day of each month.

     Borrower shall have the right,  upon payment of all accrued interest to the
date of payment,  to prepay at any time in advance of maturity,  without premium
or penalty, all or any part of the principal amount of this Note.

     The  obligations  of this Note  shall be joint and  several.  Borrower  and
Borrower's legal representatives, successors, and assigns, and all endorsers and
persons liable or to become liable on this Note,  severally and expressly  waive
diligence,  presentment, demand, protest, notice of any kind whatsoever, and any
exemption  under  any  homestead  exemption  laws  or  any  other  exemption  or
insolvency  laws.  Every such person further hereby consents to any extension of
the time of payment hereof or other modification of the terms of payment of this
Note, the release of all or any part of the security herefor,  or the release of
any party  liable for the payment of the debt  evidenced  hereby at any time and
from time to time at the request of anyone now or hereafter liable therefor. Any
such  extension or release may be made without notice to any of such persons and
without discharging their liability.

     This Note has been issued  pursuant to and is secured by that  certain Deed
of Trust dated of even date herewith  between Borrower and Lender (the "Security
Instrument").  Such Security Instrument and all other instruments  evidencing or
securing the  indebtedness  hereunder  are hereby made part of this Note and are
deemed  incorporated  herein in full.  Any default  which  continues  beyond any
applicable  grace period  stated in the Security  Instrument  in any  condition,
covenant,  obligation,  or agreement contained in any of the Security Instrument
shall  constitute  a  default  under  this  Note and  shall  entitle  Lender  to
accelerate the maturity of the entire indebtedness hereunder and take such other
actions as may be provided for in the Security Instrument or in this Note.




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<PAGE>

     If default is made in the payment of principal or interest  hereunder  when
due, or upon maturity hereof, by acceleration or otherwise,  and such default is
not cured within ten days after receiving  written notice thereof from Lender or
the holder hereof,  the outstanding  principal  balance of this Note and, to the
extent permitted by law, any overdue payment of interest hereunder, shall become
due and payable at once,  without notice to Borrower or any other party,  at the
election  of Lender or the holder of this Note.  From and after the date of such
default, such principal and interest shall bear interest at the lesser of twelve
percent  (12%) per annum or the maximum  rate  permitted  by law,  until paid in
full.

     In any action or  proceeding  to recover  any sum herein  provided  for, no
defense of  adequacy of security or that resort must first be had to security or
to any other person shall be asserted.  All of the  covenants,  provisions,  and
conditions  herein  contained are made on behalf of, and shall apply to and bind
the respective distributes, personal representatives, successors, and assigns of
the parties  hereto,  jointly  and  severally.  Each and every party  signing or
endorsing this Note binds himself as principal and not as surety.

     It is the  intent of  Borrower  and  Lender to comply at all times with the
usury and other  applicable  United States  federal laws or laws of the State of
Washington (to the extent not preempted by federal law, if any) now or hereafter
governing the interest payable on this Note or the Security  Instrument,  to the
extent  any of the  same are  applicable  hereto.  If the  laws of the  State of
Washington or the United States are revised, repealed, or judicially interpreted
so as to render  usurious any amount  called for under this Note or the Security
Instrument, or any other instrument contracted for, charged, taken, reserved, or
received with respect to the indebtedness  secured or evidenced  hereby,  or the
maturity of this Note is accelerated as herein provided, or if any prepayment by
Borrower  results  in  Borrower's  having  paid any  interest  in excess of that
permitted  by  law,   then  it  is   Borrower's   and   Lender's   intent  that,
notwithstanding  any provision to the contrary  contained in this Note or in the
Security  Instrument (a) all excess amounts  theretofore  collected by Lender be
credited to the  principal  balance of this Note (or, if this Note has been paid
in full, refunded to Borrower),  and (b) the provisions of this Note immediately
be  deemed  reformed,  and  the  amount  thereafter  collectible  hereunder  and
thereunder reduced,  without necessity of the execution of any new document,  so
as to comply with the then applicable law.

     The  nonexercise by the holder of any of the holder's  rights  hereunder in
any instance  shall not  constitute a waiver  thereof in that or any  subsequent
instance.  If this Note is placed in the  hands of an  attorney  for  collection
after  any  default,  Borrower  promises  to pay all costs of  collection  and a
reasonable sum as attorneys' fees, whether suit is brought or not.

     Time is of the essence of this Note and of the  payments  and  performances
hereunder and under the Security Instrument in connection herewith.



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     This Note is to be construed in all respects and enforced  according to the
laws of the State of Washington.

                                     STOCK MARKET INSTITUTE OF LEARNING, INC.,
                                     a Nevada corporation



                                     By: /s/ Robert T. Hondel
                                         ---------------------------------------
                                     Its: Chief Operating Officer



















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