Exhibit 10.1


                                 PROMISSORY NOTE

                                                               Boulder, Colorado

$5,000.00                                                      November 14, 1999

     THIS PROMISSORY NOTE (hereinafter referred to as the "Note") amends and
replaces that certain Promissory Note dated July 13, 1999 (hereinafter referred
to as the "July 13, 1999, Promissory Note") payable by Hercules Development
Group, Inc., as the maker thereof, to J. Peter Garthwaite, as the holder
thereof, in the principal amount of $5,000, bearing interest at the rate of
eight percent (8%) per annum, which matured on November 13, 1999. The July 13,
1999, Promissory Note shall be null and void for all purposes.

     For value received, the undersigned, Hercules Development Group, Inc.,
(hereinafter referred to as the "Maker"), agrees and promises to pay to the
order of J. Peter Garthwaite (hereinafter referred to as the "Holder"), at 2121
30th Street, Boulder, Colorado 80301, or such other place as the Holder may
designate in writing, in coin or currency of the United States of America, which
at the time of payment is legal tender for the payment of public and private
debts, the principal sum of five thousand dollars ($5,000.00), together with
interest thereon at the rate of eight per cent (8%) per annum, from the date
hereof until maturity, as hereinafter provided.

     This Note is due and payable as follows: on November 13, 2000, the sum of
$5,000, plus interst at the rate of 8% per annum ($133.33), for a total sum of
$5,133.33.

     Any installment or other payment made by the Maker shall be applied first
to the payment of accrued interest due on the unpaid principal balance and the
remainder of any installment or other payment made by the Maker shall be applied
to the reduction of unpaid principal. This Note may be prepaid in whole or in
part at any time without penalty.

     If default is made in the payment of this Note, as and when the same is or
becomes due, the owner and holder of this Note may, after notice and failure to
cure as hereinafter provided, without additional notice or demand, declare the
entire unpaid principal balance hereof and accrued interest at once due and
payable.

     Except as otherwise specifically set out herein, the Maker waives demand
and presentment for payment, notice of non-payment, protest, notice of protest,
notice of acceleration of the indebtedness due hereunder, bringing of suit and
diligence in taking any action to collect amounts called for hereunder, and
agrees that the time of payments hereof may be extended without notice at any
time and from time-to-time, and for periods of time for a term or terms in
excess of the original term without notice or consideration to, or consent from,
the Maker, without same constituting a waiver of the Holder's rights under this
Note.

     If any payment hereunder is not made when due or in the event of default in
any other covenant, condition or promise under this Note, the principal shall,
at the option of the Holder and without further notice, immediately become due
and payable in full. From and after the date of such default, the principal sum
and all interest, then accrued shall bear interest at the rate of eighteen
percent (18%) per annum until paid.

     If the entire outstanding principal balance becomes due, the Maker agrees
to pay the Holder's reasonable costs (including reasonable attorney's fees and
court costs) in collecting on this Note, including the reasonable costs of
obtaining and enforcing a judgment for any balance due on this Note.

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     This Note has been executed in the City identified in the heading and
delivered to the Holder at the address stated herein. It is to be performed, in
whole or in part, in the State of Colorado, and the laws of such state shall
govern the validity, construction, enforcement and interpretation of this Note.
Jurisdiction and venue for any action hereunder shall be in the County of the
City identified in the heading.

     The Maker represents that it is duly authorized and empowered to enter
into, deliver, perform and be fully bound by all of the terms, provisions and
conditions of this Note. The Maker also represents that the making and delivery
of this Note, and the performance of any agreement or instrument made in
connection herewith, does not conflict with or violate any other agreement to
which the Maker is a party.

     The Holder may transfer this Note to any person, firm or corporation which
shall thereupon become vested with all of the rights and powers herein given to
the Holder and the Holder shall thereafter be forever relieved and discharged
from any liability to the Maker with respect to any matters arising subsequent
to the date of such transfer.

     In the event that any word, phrase, clause, sentence or other provision
hereof shall violate any applicable statute, ordinance or rule of law in any
jurisdiction in which it is used, such provision shall be ineffective to the
extent of such violation without invalidating any other provision hereof.

     IN WITNESS HEREOF, this Note is executed on the date and year above
written.

                                        HECULES DEVELOPMENT GROUP, INC.



                                        By: /s/  Bradley A. Scott
                                            ------------------------------------
                                            Bradley A. Scott, Secretary