EXHIBIT  10.5

                                ADDENDUM TO NOTE


     This  addendum is made JUNE 24, 2002 and is incorporated into and deemed to
amend  and  supplement  the  Adjustable  Rate  Note  of  the  same  date.

The  property  covered  by this addendum is described in the Security Instrument
and  located  at:

                545 DEER VALLEY DRIVE #4, PARK CITY, UTAH  84060

AMENDED  PROVISIONS
     In addition to the provisions and agreements made in the Note, I/we further
covenant  and  agree  as  follows:

ADJUSTABLE  INTEREST  RATE  AND  MONTHLY  PAYMENT  CHANGES
     LIMITS  ON  INTEREST  RATE  CHANGES
     The interest rate I am required to pay at the first Change Date will not be
greater  than  12.375%  or  less than 2.250%. Thereafter, my adjustable interest
rate will never be increased or decreased on any single Change Date by more than
two  percentage points (2.000%) from the rate of interest I have been paying for
the  preceding  six  (6)  months.  My  interest  rate will never be greater than
12.375%.  My  interest  rate  will  never  be  less  than  2.250%.

UNIFORM  SECURED  NOTE
     This  Note  is  a  uniform  instrument  with  limited  variations  in  some
jurisdictions.  In  addition  to  the protections given to the Note Holder under
this  Note,  a  Mortgage,  Deed  of  Trust  or  Security  Deed  (the  "Security
Instrument"),  dated  the  same date as this Note, protects the Note Holder from
possible  losses that might result if I do not keep the promises which I make in
this  Note.  That  Security Instrument describes how and under what conditions I
may  be  required  to  make immediate payment in full of all amounts I owe under
this  Note.  Some  of  those  conditions  are  described  as  follows:

     TRANSFER  OF  THE PROPERTY OR A BENEFICIAL INTEREST IN BORROWER. As used in
this  Section  18,  "Interest  in  the  Property"  means any legal or beneficial
interest  in  the  Property,  including,  but  not  limited to, those beneficial
interests  transferred  in a bond for deed, contract for deed, installment sales
contract  or  escrow  agreement, the intent of which is the transfer of title by
Borrower  at  a  future  date  to  a  purchaser.
     If  all or any part of the Property or any Interest in the Property is sold
or transferred (or if Borrower is not a natural person and a beneficial interest
in  Borrower  is  sold  or  transferred) without Lender's prior written consent,
Lender  may  require  immediate  payment  in  full  of  all sums secured by this
Security  Instrument.  However,  this option shall not be exercised by Lender if
such  exercise  is  prohibited  by  Applicable  Law.
     If  Lender  exercises  this  option,  Lender  shall give Borrower notice of
acceleration.  The  notice  shall provide a period of not less than 30 days from
the date the notice is given in accordance with Section 15 within which Borrower
must  pay all sums secured by this Security Instrument. If Borrower to pay these
sums  prior  to  the  expiration  of this period, Lender may invoke any remedies
permitted  by  this  Security  Instrument  without  further  notice or demand on
Borrower.


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In  Witness  Thereof,  Trustor  has  executed  this  addendum.

---------------------------------
Witness


----------------------------------       ---------------------------------------
Borrower  /S/JOE D THOMAS   Date         Borrower  /S/MICKELEEN E THOMAS   Date
                           6/24/02                                       6/24/02


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