EXHIBIT  10.6

                              ADJUSTABLE RATE RIDER
  (LIBOR SIX-MONTH INDEX (AS PUBLISHED IN THE WALL STREET JOURNAL) - RATE CAPS)

     THIS  ADJUSTABLE  RATE  RIDER  is  made this 24TH day of JUNE, 2002, and is
incorporated into and shall be deemed to amend and supplement the Mortgage, Deed
of Trust, or Security Deed (the "Security Instrument") of the same date given by
the  undersigned  ("Borrower")  to  secure  Borrower's Adjustable Rate Note (the
"Note")  to  INTERMOUNTAIN  MORTGAGE  COMPANY  ("Lender")  of  the same date and
covering  the  property  described  in  the  Security Instrument and located at:

                545 DEER VALLEY DRIVE #4, PARK CITY, UTAH  84060
                               [Property Address]

     THE  NOTE CONTAINS PROVISIONS ALLOWING FOR CHANGES IN THE INTEREST RATE AND
     THE  MONTHLY  PAYMENT.  THE NOTE LIMITS THE AMOUNT BORROWER'S INTEREST RATE
     CAN  CHANGE  AT  ANY  ONE  TIME  AND  THE  MAXIMUM  RATE BORROWER MUST PAY.

     ADDITIONAL  COVENANTS.  In addition to the covenants and agreements made in
the  Security  Instrument,  Borrower  and  Lender  further covenant and agree as
follows:

A.  INTEREST  RATE  AND  MONTHLY  PAYMENT  CHANGES
     The  Note  provides  for  an  initial  interest  rate  of 6.375%.  The Note
provides  for changes in the interest rate and the monthly payments, as follows:

4.  INTEREST  RATE  AND  MONTHLY  PAYMENT  CHANGES
     (A)  CHANGE  DATES
     The interest rate I will pay may change on the FIRST day of JULY, 2007, and
on  that  day  every  6TH  month thereafter. Each date on which my interest rate
could  change  is  called  a  "Change  Date."

     (B)  THE  INDEX
     Beginning  with the first Change Date, my interest rate will be based on an
Index.  The "Index" is the average of interbank offered rates for six month U.S.
dollar-denominated  deposits in the London market ("LIBOR"), as published in The
Wall  Street  Journal.  The  most  recent Index figure available as of the first
business  day  of  the month immediately preceding the month in which the Change
Date  occurs is called the "Current Index." If the Index is no longer available,
the  Note  Holder  will  choose  a  new  index  that  is  based  upon comparable
information.  The  Note  Holder  will  give  me  notice  of  this  choice.

(C)  CALCULATION  OF  CHANGES
     Before  each  Change  Date,  the Note Holder will calculate my new interest
rate  by adding TWO AND ONE-FOURTH percentage points 2.250 to the Current Index.
The  Note  Holder  will  then  round  the result of this addition to the nearest
one-eighth  of  one  percentage  point (0.125%). Subject to the limits stated in
Section  4(D)  below, this rounded amount will be my new interest rate until the
next  Change  Date.
     The  Note Holder will then determine the amount of the monthly payment that
would  be  sufficient to repay the unpaid principal that I am expected to owe at
the  Change  Date  in  full  on  the  Maturity  Date  at my new interest rate in
substantially  equal  payments.  The  result of this calculation will be the new
amount  of  my  monthly  payment.


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(D)  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 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  6  months.  My  interest  rate  will  never  be greater than 12.375%.

(E)  EFFECTIVE  DATE  OF  CHANGES
     My  new interest rate will become effective on each Change Date. I will pay
the amount of my new monthly payment beginning on the first monthly payment date
after  the  Change  Date  until  the amount of my monthly payment changes again.

     (F)  NOTICE  OF  CHANGES
     The  Note  Holder  will deliver or mail to me a notice of any changes in my
interest  rate and the amount of my monthly payment before the effective date of
any  change.  The notice will include information required by law to be given to
me  and  also  the  title  and  telephone number of a person who will answer any
question  I  may  have  regarding  the  notice.

B.  TRANSFER  OF  THE  PROPERTY  OR  A  BENEFICIAL  INTEREST  IN  BORROWER
     Uniform  Covenant  18  of  the  Security  Instrument  is amended to read 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.
     Lender  also  shall  not exercise this option if: (a) Borrower causes to be
     submitted to Lender information required by Lender to evaluate the intended
     transferee  as  if  a  new  loan were being made to the transferee; and (b)
     Lender reasonably determines that Lender's security will not be impaired by
     the  loan  assumption  and  that  the  risk  of a breach of any covenant or
     agreement  in  this  Security  Instrument  is  acceptable  to  Lender.
          To  the  extent  permitted  by  Applicable  Law,  Lender  may charge a
     reasonable  fee  as a condition to Lender's consent to the loan assumption.
     Lender also may require the transferee to sign an assumption agreement that
     is  acceptable  to Lender and that obligates the transferee to keep all the
     promises  and  agreements made in the Note and in this Security Instrument.
     Borrower  will  continue  to  be obligated under the Note and this Security
     Instrument  unless  Lender  releases  Borrower  in  writing.
          If  Lender  exercises the option to require immediate payment in full,
     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 fails 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.

     BY  SIGNING  BELOW,  Borrower accepts and agrees to the terms and covenants
contained  in  this  Adjustable  Rate  Rider.


---------------------  (Seal)            --------------------------   (Seal)
/S/JOE  D  THOMAS     -Borrower          /S/MICKELEEN  E  THOMAS     -Borrower


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