EXHIBIT 3.5

                            Promissory Note (O'Neal)

                                 PROMISSORY NOTE


$70,000.00                                                      Phoenix, Arizona
                                                                December 1, 2001

     FOR  VALUE  RECEIVED,  the  undersigned  JBO,  INC.,  a Nevada  Corporation
(hereinafter  called "Maker")  promises to pay to the order of WILLIAM D. O'NEAL
("Holder"), 4213 North Tabor Street, Mesa, Arizona 85215, or at such other place
as the holder hereof may from time to time  designate in writing,  the principal
sum of SEVENTY  THOUSAND DOLLARS  ($70,000.00)  deferred by Holder in connection
with  Maker's  repurchase  from Holder of  forty-five  percent  (45%) of Maker's
issued and  authorized  common  stock.  Principal  and all other  sums,  if any,
payable  hereunder shall be paid in lawful money of the United States of America
as follows:

          Seven  (7)  equal  monthly   installments  of  TEN  THOUSAND   DOLLARS
     ($10,000.00) shall be due and payable commencing on January 1,  2002 and on
     the same day of each month thereafter  until the entire  principal  balance
     shall have been paid in full.

     If any  payment of  principal  under this Note is not paid  within ten (10)
days  after the date such  payment  is due,  then,  at the  option of the holder
hereof,  Maker shall pay a "late charge" equal to two percent (2%) of the unpaid
principal  balance  of this  Note for each  month or part of a month  until  all
payments of principal and any accrued late charge due have been paid.  This late
charge may be assessed without notice,  shall be immediately due and payable and
shall be in addition to all other  rights and  remedies  available to the holder
hereof.

     All  payments  on this Note  shall be applied  first to the  payment of any
costs,  fees,  late charges or other  charges  incurred in  connection  with the
indebtedness  evidenced  hereby,  and  then to the  reduction  of the  principal
balance.

     This Note is secured by that certain  Stock  Pledge  Agreement of even date
herewith executed by Maker, as "pledgor" in favor of Holder as "pledgee."

     Maker may  voluntarily  prepay this Note, in whole or in part, at any time,
without premium or penalty.

     Time is of the  essence of this Note.  At the option of the holder  hereof,
the entire unpaid  principal  balance,  and all other amounts payable  hereunder
shall become  immediately due and payable without notice upon the failure to pay
any sum due and owing hereunder as provided herein if such failure continues for
ten (10) days after notice  thereof to Maker or upon the occurrence of any Event
of Default as defined in the Stock Pledge Agreement.

     After maturity, including maturity upon acceleration,  the unpaid principal
balance,  and all other amounts  payable  hereunder  shall bear interest at that
rate that is five  percent  (5%)  above  the late  charge  rate  under the terms
hereof. Maker shall pay all costs and expenses,  including reasonable attorneys'
fees and court costs,  incurred in the  collection or  enforcement of all or any
part of this  Note.  All such costs and  expenses  shall be secured by the Stock
Pledge  Agreement.  In the  event of any  court  proceedings,  court  costs  and


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attorneys'  fees shall be set by the court and not by jury and shall be included
in any judgment obtained by the holder hereof.

     Failure of the holder to exercise any option hereunder shall not constitute
a waiver  of the  right to  exercise  the  same in the  event of any  subsequent
default or in the event of continuance of any existing  default after demand for
strict performance hereof.

     Maker, sureties,  guarantors and endorsers hereof:  (a) agree to be jointly
and  severally  bound,  (b) severally  waive any  homestead or  exemption  right
against  said debt,  (c) severally  waive  demand,  diligence,  presentment  for
payment, protest and demand, and notice of extension,  dishonor, protest, demand
and nonpayment of this Note,  (d) consent  that the holder hereof may extend the
time of  payment  or  otherwise  modify  the terms of payment of any part or the
whole of the debt  evidenced  by this Note,  at the request of any other  person
primarily  liable  hereon,  and such  consent  shall not alter nor  diminish the
liability of any person,  and (e) severally  waive any setoff right against said
debt, including, without limitation, any such rights allegedly arising under the
Stock Pledge Agreement.

     This Note shall be binding  upon Maker and its  successors  and assigns and
shall inure to the  benefit of the payee  hereof and any  subsequent  holders of
this Note, and their successors and assigns.

     This Note shall be governed by and  construed  according to the laws of the
State of Arizona.

     IN  WITNESS  WHEREOF,  these  presents  are  executed  as of the date first
written above.

                                                     "MAKER"

                                                 JBO, INC., a Nevada corporation

                                                 By:/s/Gordon M. LeBlanc, Jr.
                                                 -------------------------------
                                                       Gordon M. LeBlanc, Jr.
                                                 Its:President




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