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                                 PROMISSORY NOTE

                                                                    Reno, Nevada

$10,000.00                                                     November 11, 1999

     FOR  VALUE  RECEIVED,  the  undersigned,  Han  Logistics,  Inc.,  a  Nevada
corporation  (hereinafter referred to as the "Maker"),  with its address at 2220
West 7th Street,  Reno, Nevada 89503, agrees and promises to pay to the order of
Amee Han  (hereinafter  referred to as the  "Holder"),  at 2220 West 7th Street,
Reno, Nevada 89503,, 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 ten thousand  dollars  ($10,000.00),  together  with  interest
thereon at the rate of ten per cent (10%) per annum,  from the date hereof until
maturity, as hereinafter provided. The principal balance of this Promissory Note
(hereinafter referred to as the "Note"), together with all interest then accrued
and unpaid, shall be due and payable on demand.

     The  Maker  may  prepay  any part or all of this  Note at any time  without
penalty.  Each  payment  or  pre-payment  made by the Maker  hereunder  shall be
applied first to the payment or pre-payment of accrued and unpaid  interest,  if
any, due on the unpaid principal  balance of this Note and the remainder of each
payment or  pre-payment  made by the Maker shall be applied to the  reduction of
the unpaid principal balance hereof.

     If default is made in the payment of this Note,  as and when the same is or
becomes  due, the Holder may,  after  notice and failure to cure as  hereinafter
provided,  without  additional  notice or  demand,  declare  the  entire  unpaid
principal  balance hereof and accrued and unpaid  interest,  if any, 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 payment hereunder is not made when due or in the event of default in any
other  covenant,  condition  or promise  under this Note,  the Holder may at its
election  accelerate  this Note.  From and after the date of such  default,  the
principal  sum and all interest  then accrued shall bear interest at the rate of
twenty-four per cent (24%) 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 Utah,  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.

     No  provision  of this  Note  shall  require  the  payment  or  permit  the
collection  of interest in excess of the maximum  permitted  by law,  and in the
event of any such excess,  neither the Maker nor its successors or assigns shall
be  obligated  to pay any such  excess  to the  extent  that it is more than the
amount permitted by law. If an excess amount is received,  charged, collected or
applied as interest,  it shall automatically be made so as to reduce the rate to
that  permitted  by law  and any  excess  interest  then  received,  charged  or
collected  shall be applied to reduce the amount of any  collateral to which the
Holder is entitled.

     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.

                                                     HAN LOGISTICS, INC.


                                                     By: /s/ Amee Han
                                                         -----------------------
                                                             Amee Han, President

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