PROMISSORY NOTE
                                 ---------------

                           (SECURED BY DEED OF TRUST)

$500,000.00                                                   February  9,  2007

     FOR  VALUE  RECEIVED,  Marshall  Distributing,  Inc.,  (hereinafter  called
Maker), promises to pay to the order of Kathleen Lagorio Janssen, Trustee of the
K.L.  Janssen  Living  Trust U/A/D July 26, 2002 (hereinafter called Payee), the
principal sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) together
with  interest  from the above date on the unpaid principal balance from time to
time  outstanding  at  the  rate  per  annum  equal  to  the  lesser  of:

     (1)  Ten  percent  (10%)  (the  Applicable  Rate);  or

     (2)  The maximum  lawful  rate  (the  Maximum  Rate)  which  may  be
          contracted  for,  charged,  taken,  received  or  reserved by Payee in
          accordance  with  the  applicable  laws  of  the  State  of  Utah  (or
          applicable  United  States  federal laws to the extent that it permits
          Payee  to  contract  for,  charge,  take, receive or reserve a greater
          amount  of  interest  than  under  Utah  law), taking into account any
          charges  made  in  connection with the loan evidenced hereby which are
          treated  as  interest  under  applicable  law.

     Maker  agrees that it will pay the interest in monthly installments of Four
Thousand  One Hundred Sixty-Six and 66/100 Dollars ($4,166.66) commencing thirty
(30)  days  from  the  above  date  and continuing on the same day of each month
thereafter  until  August  9, 2007 at which time the entire unpaid principal and
interest  will  be  paid  in  full.

     All payments shall be made in full and in a timely manner without deduction
or  set  off.

     The  Maker  may  prepay this Note, in whole or in part, at any time without
penalty  and  without  the  prior  written  consent  of  the  Payee.

     Interest  based  on a Three Hundred Sixty (360) day year will be accrued on
the  number  of  days funds are actually outstanding.  All payments on this Note
shall  be  applied  first  to the payment of accrued but unpaid interest and any
remainder  shall  be  applied to reduction of the principal balance hereof.  All
payments  hereunder shall be made to the Payee at such address as Payee may from
time  to  time  designate  in  writing  to  Maker.

     If default be made in the payment, in whole or in part, of any sum provided
for  herein  when  due, and such default has not been cured within ten (10) days
after  written  notice thereof; or, if default shall be made with respect to any
other  covenant  or  obligation to be performed by Maker herein and such default
has not been cured within ten (10) days after written notice thereof; then Payee
may,  at  its  option,  without  further  notice  or  demand, declare the unpaid
principal  balance and accrued interest on this Note at once due and payable and
pursue  any and all rights, remedies and recourses available to Payee, or pursue
any  combination  of  the  foregoing,  all  remedies  hereunder,  at


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law or in equity being cumulative.  In the event of any default hereunder, Maker
shall  pay  a late charge equal to ten percent (10%) of any amount not paid when
due  and  upon  any  such default this Note shall bear interest from the date of
such  default  until such default has been fully cured at two percent (2%) above
the  Applicable  Rate.

     Failure  to exercise any of the foregoing options upon the happening of one
or more defaults shall not constitute a waiver of the right to exercise the same
or  any  other option at any subsequent time in respect to the same or any other
default.  The  acceptance  by  Payee  of any payment hereunder that is less than
payment in full of all amounts due and payable at the time of such payment shall
not constitute a waiver of the right to exercise any of the foregoing options at
that  time,  at  any  subsequent  time or nullify any prior exercise of any such
option  without  the  express  written  consent  of  the  Payee.

     All  amounts  payable  hereunder  are payable in lawful money of the United
States  of  America.  Checks  are  deemed payment when received by Payee.  Maker
agrees to pay all costs of collection hereof when incurred, including reasonable
attorneys'  fees, whether or not any legal action shall be instituted to enforce
this  Note.

     It  is  expressly stipulated and agreed to be the intent of Maker and Payee
at  all  times to comply with the applicable Utah law governing the maximum rate
or  amount of interest payable on this Note or the indebtedness evidenced hereby
(or applicable United States federal law to the extent that it permits the Payee
to  contract  for, charge, take, reserve or receive a greater amount of interest
than  under  Utah law).  If the applicable law is ever judicially interpreted so
as to render usurious any amount called for under this Note; or, contracted for,
charged,  taken,  reserved or received with respect to such indebtedness; or, if
Payee's  exercise  of  the option herein contained to accelerate the maturity of
this  Note;  or,  if  any  prepayment  by Maker results in Maker having paid any
interest  in  excess of that permitted by applicable law; then it is Maker's and
Payee's express intent that all excess amounts theretofore collected by Payee be
credited  on  the  principal balance of this Note, (or, if this Note has been or
would  thereby  be  paid  in full, refunded to Maker) and the provisions of this
Note  immediately  be  deemed  reformed  and  the amounts thereafter collectible
hereunder  and thereunder reduced, without the necessity of the execution of any
new  document,  so as to comply with the applicable law, but so as to permit the
recovery  of  the  fullest amount otherwise called for hereunder and thereunder.

     All  sums  paid  or  agreed to be paid to Payee for the use, forbearance or
detention of the indebtedness evidenced hereby shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term  of  such  indebtedness until payment in full so that the rate or amount of
interest  on account of such indebtedness does not exceed the usury ceiling from
time  to time in effect and applicable to such indebtedness evidenced hereby for
so  long  as  any  debt  is  outstanding.

     All  notices  hereunder  shall  be  given  at  the  following  addresses:


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     If  to  Maker,  2555  E.  Washburn  Road,  North  Las  Vegas,  NV  89081

     If  to  Payee,  2771  E.  French  Camp  Road,  Manteca,  CA  95336.

Either  party  may  change  their address for notice purposes upon giving thirty
(30)  days  prior  notice  thereof  to  the  other party in accordance with this
paragraph.  Any  and  all  notices,  demands or other communications required or
desired  to  be given hereunder by either Maker or Payee shall be in writing and
shall  be  validly  given or made to the other party if:  (i) served personally,
(ii)  deposited  in  the  United  States  mail, certified or registered, postage
prepaid,  and  return  receipt  requested,  or  (iii)  delivered  by  guaranteed
overnight delivery service, delivery charges prepaid.  If such notice, demand or
other  communication  is served personally, service shall be conclusively deemed
made  at  the  time  of  such personal service.  If such notice, demand or other
communication  be  given by mail, such notice shall be deemed conclusively given
three  (3)  days  after  the  deposit  thereof  in the United States mail (or if
delivered  by  overnight  delivery  service,  one (1) business day after deposit
thereof  with  such  overnight  delivery service) addressed to the party to whom
such  notice,  demand or other communication is to be given, as provided herein.

     This  Note  shall be governed, construed and enforced according to the laws
of  the  State  of  California.

     EXECUTED  as  of  the  date  and  year  first  above  written.

                                        Marshall  Distributing,  Inc.


                                        By:
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                                          Its:
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