Exhibit 10(i)
                    ALL-INCLUSIVE PROMISSORY NOTE SECURED BY
                            ALL-INCLUSIVE TRUST DEED
                      (Installment Note, Interest Included)

$400,000.00                                                  Salt Lake City, UT
                                                             November 30, 1999

1. In  Installments  as herein  stated for value  received,  we, A-Z South State
Corporation, a Utah corporation,  hereinafter referred to as "Maker", promise to
pay to Abdul Rashid Afridi,  hereinafter  referred to as "Holder",  or order, at
9514  Shellywood  Circle,  South  Jordan,  Utah  84095  the sum of FOUR  HUNDRED
THOUSAND DOLLARS ($400,000.00),with  interest from the date hereof on the unpaid
principal  balance at the rate of 9.725%  percent per annum,  said principal and
interest being payable as follows:

The sum of  $4,231.38  or more will  become due and payable on or before the 1st
day of January,  2000, and the sum of $4,231.38 or more on or before the 1st day
of each and every  succeeding month  thereafter,  until the 1st day of December,
2002, at which time the remaining  principal balance plus accrued interest shall
become due and payable in full. The loan is based on a 15 year amortization.

In  addition to the above  specified  payment,  the Maker  agrees to pay general
property taxes and fire insurance premiums when the same become due and payable.

A late  payment  penalty of percent  (5%) of any  payment  due shall be assessed
against  the Maker if said  payment has not been  received by Holder  within ten
(10) days of the due date.  Each  payment  shall be  credited  first to any late
payments due, then to accrued interest due and the remainder to principal.

2. The total principal amount of this Note includes the unpaid principal balance
of any existing  Promissory Note(s) ("Senior Note(s)") secured by Trust Deed(s),
or any Mortgages. Such Trust Deeds and Mortgages(s) are hereinafter collectively
referred to as "Senior  Encumbrance(s)."  The Senior Note(s) and/or  Mortgage(s)
is/are more particularly described as follows:

         A. A Promissory Note in an original  principal  amount of Three Hundred
Eighty  Eight  Thousand  One Hundred  Ninety Nine  Dollars  ($388,199.00)  dated
December  31,  1998 in  favor  of Bank of Utah as  Holder/Beneficiary,  with the
Maker/Trustor being Abdul Rashid Afridi. There is an unpaid principal balance of
$375,640.10 as of bearing  interest at the rate of Nine and One Quarter  Percent
(9.25%) per annum payable $4,025.55 (principal and interest) per month.

3. Maker, at his option at any time, may prepay the ai-nounts  required  herein,
provided, however:

     A.   Maker shall  designate at the time the  prepayment is made whether the
          prepayment  shall be credited to unpaid  principal or in prepayment of
          future installments due under this Note: and

     B.   In the event that Holder is  required  under the terms of this Note or
          the  All-Inclusive  Trust Deed securing this Note, to make prepayments
          on the Senior Note(s) as a direct result of any  prepayment(s) on this
          Note by Maker,  and Holder thereby  incurs a prepayment  penalty under
          the Senior Note(s), then in such event, Maker agrees to pay to Holder,
          on demand, the full amount of such prepayment penalty.  Any prepayment
          penalties so paid by Maker shall not reduce the unpaid balance of this
          Note.

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4.  When  all the  sums  payable  pursuant  to the  terms  of this  Note and the
All-Inclusive  Deed of Trust  securing this Note have been paid in full,  Holder
shall:  (1) immediately pay all remaining sums to be paid under the terms of the
Senior Note(s) and Senior Encumbrance(s),  and (2), surrender this Note to Maker
marked  paid in full and  execute  and deliver to the Trustee a Request for Full
Reconveyance of the All-Inclusive Trust Deed securing this Note.

5.  Provided  Maker  is not in  default  under  any  terms  of the  note  or the
All-Inclusive  Deed of Trust  securing this Note,  Holder shall pay when due all
installments  required  under  the  terms  of  the  Senior  Note(s)  and  Senior
Encumbrance(s).  In the event of any  default  by Maker  under any terms of this
Note or the All-Inclusive  Trust Deed securing this Note, Holder's obligation to
make payments on the Senior  Note(s) shall be deferred until any such default is
cured.  All  penalties,  charges and other  expenses  incurred  under the Senior
Note(s) and the Senior  Encumbrance(s)  as a result of any such default by Maker
shall be added to the  principal  amount of this  Note and shall be  immediately
payable by Maker to Holder.  Should Holder  default in making any  payment(s) on
the Senior Note(s) as required herein,  Maker may make said payment(s)  directly
to the  Holder(s) of such Senior  Note(s);  any and all payment so made by Maker
shall be credited to this Note.

6. When all sums due  pursuant  to the terms of this Note and the  All-Inclusive
Trust Deed  securing this Note, at any time, is equal to or less than the unpaid
balance  of  principal  and  interest  then due under  the  terms of the  Senior
Note(s), then:

     A.   Upon (i) assumption by Maker of the Senior Note(s) and (ii) release of
          Holder from all  liabilities and obligations on the Senior note(s) and
          Senior  Encumbrances(s),  Maker, at his option,  may request and shall
          receive  from  Holder,  cancellation  and  delivery of this Note,  and
          Holder  shall  executed  and deliver to the Trustee a Request for Full
          Reconveyance of the All-Inclusive Trust Deed securing this Note; or

     B.   Even in the absence of  assumption  and release under  subsection  "A"
          above Holder, at his option,  may cancel this Note and deliver same to
          Maker  execute and deliver to Trustee a Request for Full  Reconveyance
          of the All-Inclusive Trust Deed securing this Note; or

     C.   In the event neither Holder nor maker  exercises the options  provided
          in A and B of this section,  and this Note and the All-Inclusive Trust
          Deed securing this Note therefore remain in effect,  then the payments
          and interest  rate shown in Section I of this Note, to the extent they
          differ from the Senior Note(s) shall  immediately and automatically be
          adjusted to equal the payments and interest rate then  required  under
          the Senior Note(s),  and Maker, in addition to such adjusted payments,
          shall also pay a monthly servicing fee to Holder of an amount equal to
          percent (10%) of such adjusted monthly payments.

7. Holder shall have no further  obligation  under the terms of this Note or the
All-Inclusive Trust Deed securing this Note, after: (1) foreclosure by Holder or
his  Trustee of the  All-Inclusive  Deed of Trust  securing  this  Note,  or (2)
delivery by Holder to Trustee of a Request for Reconveyance of the All-Inclusive
Trust Deed securing this note.

8 In the event the  Holder(s)  of the Senior  Note(s) is  entitled to any remedy
pursuant to any due on sale, non- alienation,  or non-assumption  provision as a
result of the  execution of this Note and/or  document(s)  related  hereto,  the
entire  unpaid  balance of this  Note,  without  further  notice,  shall  become
immediately due and payable thirty days following written notice to the Maker of
this Note of the intent of the  Holder(s) of the Senior  Note(s) to exercise any
such remedy.


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9. In the event that any payment under this Note is not made, or any  obligation
provided to be satisfied or performed under this Note or the All-Inclusive Trust
Deed  securing  this Note is not  satisfied  or performed at the time and in the
manner required, Holder, at his option and without notice or demand, may declare
the entire  principal  balance,  all amounts of accrued  interest  and all other
amounts then due under the terms of this Note and the  All-Inclusive  Trust Deed
securing this Note immediately due and payable.

10. In the event that any payment under this Note is not made, or any obligation
provided to be satisfied or performed under this Note or the All-Inclusive Trust
Deed  securing  this Note is not  satisfied  or performed at the time and in the
manner  required,  the defaulting party shall pay any and all costs and expenses
(regardless  of the  particular  nature  thereof and whether or not  incurred in
connection  with  the  exercise  of  the  power  of  sale  provided  for  in the
All-Inclusive  Trust Deed securing this Note) which may be incurred by the Maker
or Holder hereof in  connection  with the  enforcement  of any rights under this
Promissory  Note,  including  without  limitation,  court  costs and  reasonable
attorney's fees.

11. The Maker and  endorser  hereof  waive  presentment  for  payment,  protest,
demand,  notice of protest,  notice of  dishonor  and notice of  nonpayment  and
expressly  agree that this Note or any payment  hereunder  may be extended  from
time to time by the Holder hereof  without in any way affecting the liability of
such  parties.  No course of dealing  between the Maker and Holder in exercising
any rights hereunder, shall operate as a waiver of rights of Holder.

12. This Note shall inure to the benefit of and shall be binding upon respective
successors and assigns of the Maker and Holder.

13. This Note shall be  construed  in  accordance  with the laws of the State of
Utah.

14. In this Note,  whenever the context requires,  the masculine gender includes
the feminine and/or neuter, and the singular number includes the plural.

15. This Note is secured by an All-Inclusive Trust Deed of even date herewith.

See Schedule "A" attached and made a part hereof for additional terms.

A-Z South State Corporation, a Utah corporation


By: /s/ Richard D. Surber
    -------------------------------------
Name:  Richard D. Surber
Its: President
As: Maker

The undersigned hereby accepts the foregoing  All-Inclusive  Promissory Note and
agrees to perform each terms thereof on the part of the Holder to be performed.


/s/  Abdul Rashid Afridi
------------------------------------------
Abdul Rashid Afridi, Holder

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                  Schedule "A" to All-Inclusive Promissory Note


Item 16:

This Note may be paid in part or in full at any time prior to  maturity  without
penalty.

Item 17:

The  undersigned  parties  hereby  acknowledge  that  there  presently  exists a
Transfer of property violation and or Non- Assumption  Agreement as evidenced by
a copy of the  paragraph 10 in the attached  Note  (Schedule  "B") Bank of Utah,
holder of said Note and Deed of Trust has the right to  accelerate  the maturity
date of the  loan  and/or  increase  the  interest  rate of the  loan to the now
prevailing  rate of interest,  if the property  secured by said Deed of Trust is
conveyed,  or any contract is made for the conveyance of said  property,  or any
interest  therein  is  sold to any  third  person  or  persons,  or any  firm or
corporation and that the creation of this  All-Inclusive  Note and All-Inclusive
Deed of Trust is a violation of said provision.

Whereas,  the undersigned  Holder is selling and the undersigned Buyer is buying
and have  requested  First American Title  Insurance  Company,  Utah Division to
prepare the necessary  documentation  in escrow  affecting  this sale, we hereby
jointly and severally agree to hold First American Title Insurance Company, Utah
Division  harmless  and free from any and all claims  arising or which may arise
out of the  Beneficiary  exercising any and/or all options,  terms,  conditions,
stipulations and agreements of said  Non-Assumption  Agreement at anytime now or
during the life of said loan.

It is understood that the stipulations and agreements  aforesaid are to apply to
and bind the heirs,  executors,  administrators,  successors  and assigns of the
respective parties hereto.

Item 18:

The  undersigned  agree to hold First American  Title  Insurance  Company,  Utah
Division  harmless  due to any  inaccuracies  in the unpaid  principal  balance,
interest  rate,  or date of last  payment,  pertaining  to the Bank of Utah loan
secured by Deed of Trust dated December 31, 1998 and recorded  December 31, 1998
as Entry No.  7208956 in Book 8216 at page 1196.  The  figures  shown on the All
Inclusive  Note  secured  by All  7nclusive  Deed of Trust  were based on verbal
information  provided by the Seller.  The Bank of Utah was not contacted because
of the Due on Sale  provision  contained in the  original  loan  documents.  Any
inaccuracy shall be the responsibility of the Seller.

Item 19:

The undersigned purchaser (Maker) hereby acknowledges and understands the Senior
Note to the Bank of Utah has a maturity  date of  December  30, 2003 when all of
the Senior Note Holder's unpaid principal  balance and accrued interest shall be
due in full.

The  undersigned  parties  hereby  acknowledge  that  there  presently  exists a
Transfer of Property violation or "non assumption provision" in the Bank of Utah
senior note and deed of trust.  The Bank of Utah has the right to accelerate the
maturity date of the loan if the property is conveyed,  or any contract made, or
any  interest  therein  sold to any  third  person  or  persons,  or any firm or
corporation.


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The  undersigned  jointly  and  severally  agree to hold  First  American  Title
Insurance  Company,  Utah  division  harmless  and free from any and all  claims
arising  or which may arise out of the  Beneficiary  exercising  any  and/or all
options, terms, conditions,  stipulations and agreements of said Non-assumption,
agreement at any time now or during the life of said loan.

In witness  whereof,  the said parties have hereunto signed their names, the day
and year first above written.

Buyer:

A-Z South State Corporation, a Utah corporation

By: /s/ Richard D. Surber
    ---------------------------------------
Name:  Richard D. Surber
Its: President

Seller:


/s/  Abdul Rashid Afridi
Abdul Rashid Afridi

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                      INDEMNIFICATION AND WAIVER AGREEMENT

                            FOR NON-ASSUMPTION CLAUSE

THE  UNDERSIGNED  hereby  acknowledge  that  they have  been  informed  by First
American  Title  Insurance  Company  of the  existence  of a  certain  terms and
conditions contained in a certain Trust Deed executed by Abdul Rashid Afridi, as
Trustor, Bank of Utah, as Trustee and Bank of Utah as Beneficiary,  and recorded
in the Office of the Salt Lake County Recorder, at Book 8216 at Page 1196, which
terms and conditions  restrict the  transferability of the real property secured
by that certain  Trust Deed or the  assignment of any interest in the said Trust
Deed or Trust Deed Note or the real  property,  which terms and  conditions  are
generally  known  as a non-  assumption  clause;  and  the  undersigned  further
understand and acknowledge that the transfer of any interest without the express
written  approval of the  Beneficiary  named in that  certain  Trust  Deed,  may
constitute a breach of the terms and conditions of the Trust Deed and may result
in the Beneficiary  declaring the entire unpaid balance due under the Trust Deed
Note and secured by the Trust Deed immediately due and payable, or may give rise
to other remedies in favor of the Beneficiary.  The undersigned acknowledge that
First American Title  Insurance  Company has advised the undersigned to seek the
advice  of an  attorney  to  evaluate  any risk  which  may be  incurred  by the
undersigned  in the granting and accepting of a transfer of the real property or
any  interest in the real  property or the  assignment  of the Trust Deed or any
interest therein.

THE  UNDERSIGNED  acknowledge  and understand  First  American  Title  Insurance
Company has  expressly  excepted and excluded  from the coverage and benefits of
any  commitment  to issue  title  insurance  to the  undersigned,  or any  title
insurance  policy  issued  or to be  issued to the  undersigned,  any  coverage,
benefits or protection  from the terms and conditions  contained in that certain
Trust Deed referenced  hereinabove,  and specifically  including those terms and
conditions  generally known as a non-assumption  clause.  The undersigned hereby
waives any and all claims against First American Title  Insurance  Company which
may arise or result from the terms and conditions of the non-assumption  clause,
and the  undersigned  agree to indemnify and hold First American Title Insurance
Company  harmless  from any and all  liability  which may arise out of or result
from their acting as escrow agent and closing the transfer of the real property,
or any interest in the real  property,  or in their issuing the  commitment  for
title  insurance  or  issuing  a title  insurance  policy,  to the  extent  such
liability  is related to or  connected  with the  existence  or operation of the
terms and conditions known as the non-assumption clause.

IN WITNESS  WHEREOF,  the  undersigned  have executed this  INDEMNIFICATION  AND
WAIVER AGREEMENT FOR NON-ASSUMPTION CLAUSE on this ____ day of November, 1999.

SELLER:                             BUYER:

                                 A-Z South State Corporation, a Utah corporation
/s/  Abdul Rashid Afridi            /s/  Richard D. Surber
-------------------------        -------------------------------------------
By:  Abdul Rashid Afridi         By: Richard D. Surber
                                 Its: President

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                              HOLD HARMLESS LETTER


The  undersigned  agree to hold First American  Title  Insurance  Company,  Utah
Division  harmless  due to any  inaccuracies  in the unpaid  principal  balance,
interest  rate,  or date of last  payment,  pertaining  to the Bank of Utah loan
secured by Deed of Trust dated December 31, 1998 and recorded  December 31, 1998
as Entry No.  7208956  in Book  821.6 at page  1196.  The  figures  shown on the
All-Inclusive  Note Secured by All-Inclusive  Deed of Trust were based on verbal
information  provided by the Seller.  Bank of Utah was not contacted  because of
the Due-on-  Sale  provision  contained  in the  original  loan  documents.  Any
inaccuracy shall be the responsibility of the Seller.

The  undersigned  parties  hereby  acknowledge  that  there  presently  exists a
Transfer of Property  violation or "non-  assumption  provision"  in the Bank of
Utah senior note and deed of trust. Bank of Utah has the right to accelerate the
maturity date of the loan if the property is conveyed,  or any contract made, or
any  interest  therein  sold to any  third  person  or  persons,  or any firm or
corporation.

The  undersigned  jointly  and  severally  agree to hold  First  American  Title
Insurance  Company,  Utah  Division  harmless  and free from any and all  claims
arising  or which may arise out of the  Beneficiary  exercising  any  and/or all
options, terms,  conditions,  stipulations and agreements of said Non-assumption
agreement at any time now or during the life of the said loan.

Buyer:

A-Z South State Corporation, a Utah corporation

By: /s/ Richard D. Surber
    ---------------------------------------
Name:  Richard D. Surber
Its: President

Seller:


/s/  Abdul Rashid Afridi
Abdul Rashid Afridi

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