EXHIBIT  10.3

                              ADJUSTABLE RATE NOTE
  (LIBOR Six-Month Index (As Published In The Wall Street Journal) - Rate Caps)

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

JUNE  24,  2002                   PARK  CITY                              UTAH
  [Date]                            [City]                               [State]

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

1.  BORROWER'S  PROMISE  TO  PAY
     In  return  for  a  loan  that  I  have  received,  I promise to pay U.S. $
121,000.00  (this  amount is called "Principal"), plus interest, to the order of
Lender. Lender is INTERMOUNTAIN MORTGAGE COMPANY. I will make all payments under
this  Note  in  the  form  of  cash,  check  or  money  order.
     I understand that Lender may transfer this Note. Lender or anyone who takes
this Note by transfer and who is entitled to receive payments under this Note is
called  the  "Note  Holder."

2.  INTEREST
     Interest  will  be  charged  on  unpaid  principal until the full amount of
Principal  has  been paid.  I will pay interest at a yearly rate of 6.375%.  The
interest  rate  I will pay may change in accordance with Section 4 of this Note.
     The  interest rate required by this Section 2 and Section 4 of this Note is
the  rate I will pay both before and after any default described in Section 7(B)
of  this  Note.

3.  PAYMENTS
     (A)  TIME  AND  PLACE  OF  PAYMENTS
     I  will  pay  principal  and  interest  by  making  a  payment every month.
     I will make my monthly payments on the FIRST day of each month beginning on
AUGUST 1, 2002.  I will make these payments every month until I have paid all of
the  principal and interest and any other charges described below that I may owe
under  this  Note.  Each monthly payment will be applied as of its scheduled due
date  and  will be applied to interest before Principal.  If, on JULY 1, 2032, I
still  owe  amounts  under  this  Note, I will pay those amounts in full on that
date,  which  is  called  the  "Maturity  Date."
     I  will  make my monthly payments at 2029 SIDEWINDER DRIVE, SUITE 200, PARK
CITY,  UTAH  84060  or  at  a  different  place  if required by the Note Holder.
     (B)  AMOUNT  OF  MY  INITIAL  MONTHLY  PAYMENTS
     Each of my initial monthly payments will be in the amount of U.S. $ 754.88.
This  amount  may  change.
     (C)  MONTHLY  PAYMENT  CHANGES
     Changes  in my monthly payment will reflect changes in the unpaid principal
of  my  loan  and  in  the  interest  rate that I must pay. The Note Holder will
determine  my  new interest rate and the changed amount of my monthly payment in
accordance  with  Section  4  of  this  Note.

4.  INTEREST  RATE  AND  MONTHLY  PAYMENT  CHANGES
     (A)  CHANGE  DATES


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     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.
     (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.

5.  BORROWER'S  RIGHT  TO  PREPAY
     I  have the right to make payments of Principal at any time before they are
due.  A  payment  of  Principal  only  is known as a "Prepayment." When I make a
Prepayment, I will tell the Note Holder in writing that I am doing so. I may not
designate  a payment as a Prepayment if I have not made all the monthly payments
due  under  this  Note.
     I  may  make  a  full  Prepayment or partial Prepayments without paying any
Prepayment  charge. The Note Holder will use my Prepayments to reduce the amount
of  Principal  that I owe under this Note. However, the Note Holder may apply my
Prepayment  to  the  accrued and unpaid interest on the Prepayment amount before
applying  my Prepayment to reduce the Principal amount of this Note. If I make a
partial  Prepayment,  there  will  be  no changes in the due dates of my monthly
payments  unless  the Note Holder agrees in writing to those changes. My partial
Prepayment  may  reduce the amount of my monthly payments after the first Change
Date  following  my partial Prepayment. However, any reduction due to my partial
Prepayment  may  be  offset  by  an  interest  rate  increase.

6.  LOAN  CHARGES
     If  a  law, which applies to this loan and which sets maximum loan charges,
is  finally  interpreted so that the interest or other loan charges collected or
to  be collected in connection with this loan exceed the permitted limits, then:


<PAGE>

(a)  any such loan charge shall be reduced by the amount necessary to reduce the
charge  to  the permitted limit; and (b) any sums already collected from me that
exceeded permitted limits will be refunded to me.  The Note Holder may choose to
make  this refund by reducing the Principal I owe under this Note or by making a
direct  payment  to  me.  If  a  refund reduces Principal, the reduction will be
treated  as  a  partial  Prepayment.

7.  BORROWER'S  FAILURE  TO  PAY  AS  REQUIRED
     (A)  LATE  CHARGES  FOR  OVERDUE  PAYMENTS
     If  the Note Holder has not received the full amount of any monthly payment
by  the end of fifteen (15) calendar days after the date it is due, I will pay a
late  charge  to  the Note Holder. The amount of the charge will be five percent
(5%)  of  my  overdue  payment  of  principal and interest. I will pay this late
charge  promptly  but  only  once  on  each  late  payment.
     (B)  DEFAULT
     If  I  do not pay the full amount of each monthly payment on the date it is
due,  I  will  be  in  default.
     (C)  NOTICE  OF  DEFAULT
     If I am in default, the Note Holder may send me a written notice telling me
that  if  I do not pay the overdue amount by a certain date, the Note Holder may
require  me  to  pay  immediately the full amount of Principal that has not been
paid  and all the interest that I owe on that amount. That date must be at least
30 days after the date on which the notice is mailed to me or delivered by other
means.
     (D)  NO  WAIVER  BY  NOTE  HOLDER
     Even  if,  at a time when I am in default, the Note Holder does not require
me  to  pay  immediately  in full as described above, the Note Holder will still
have  the  right  to  do  so  if  I  am  in  default  at  a  later  time.
     (E)  PAYMENT  OF  NOTE  HOLDER'S  COSTS  AND  EXPENSES
     If  the Note Holder has required me to pay immediately in full as described
above,  the Note Holder will have the right to be paid back by me for all of its
costs  and  expenses  in  enforcing  this  Note  to the extent not prohibited by
applicable law. Those expenses include, for example, reasonable attorneys' fees.

8.  GIVING  OF  NOTICES
     Unless  applicable law requires a different method, any notice that must be
given  to  me under this Note will be given by delivering it or by mailing it by
first  class  mail to me at the Property Address above or at a different address
if  I  give  the  Note  Holder  a  notice  of  my  different  address.
     Unless the Note Holder requires a different method, any notice that must be
given  to  the  Note Holder under this Note will be given by mailing it by first
class  mail to the Note Holder at the address stated in Section 3(A) above or at
a  different  address  if  I  am  given  a  notice  of  that  different address.

9.  OBLIGATIONS  OF  PERSONS  UNDER  THIS  NOTE
     If  more  than  one  person  signs  this  Note,  each  person  is fully and
personally  obligated  to  keep all of the promises made in this Note, including
the  promise  to pay the full amount owed. Any person who is a guarantor, surety
or  endorser  of  this Note is also obligated to do these things. Any person who
takes  over  these obligations, including the obligations of a guarantor, surety
or  endorser of this Note, is also obligated to keep all of the promises made in
this  Note.  The Note Holder may enforce its rights under this Note against each
person individually or against all of us together. This means that any one of us
may  be  required  to  pay  all  of  the  amounts  owed  under  this  Note.

10.  WAIVERS
     I and any other person who has obligations under this Note waive the rights
of  Presentment and Notice of Dishonor. "Presentment" means the right to require
the Note Holder to demand payment of amounts due. "Notice of Dishonor" means the
right  to  require  the Note Holder to give notice to other persons that amounts
due  have  not  been  paid.


<PAGE>

11.  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 that 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  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.

WITNESS  THE  HAND(S)  AND  SEAL(S)  OF  THE  UNDERSIGNED.


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


                                                            [Sign Original Only]
Pay  to  the  order  of:
_______________________________________
Without  Recourse
INTERMOUNTAIN  MORTGAGE  COMPANY

By:/s/  Robert  M.  Karz
--------------------------------
Name  and  Title:  /s/  President
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