EXHIBIT 10.5
 
 MORTGAGE NOTE
   Payment of Principal and Interest ROYAL BODYCARE, INC., CLINTON H. HOWARD ALLSTATE LIFE INSURANCE COMPANY,
 (a)
    
    on the Disbursement Date, interest only, in advance, accruing from the
Disbursement Date to the last day of March, 2001, both inclusive; and(b)
    
    in arrears, on the first day of May, and on the first day of each month
thereafter until this Note matures, principal and interest in consecutive equal
installments of
TWENTY-FIVE THOUSAND SEVEN HUNDRED NINETY-SEVEN AND 12/100 DOLLARS ($25,797.12) (the
initial payment and each subsequent payment shall each hereinafter be referred to as
Monthly Payment), which amount is calculated using an amortization period of two
hundred sixteen (216) months; and(c)
    
    on April 1, 2019, the entire unpaid principal amount and any interest accrued
but remaining unpaid and all other sums due under this Note.




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Payment Information ,
 Security For Note
 Late Charges
 Interest Payable Upon Default
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Events of Default
 Additional Payments
 Payment of Taxes and Expenses
   Prepayment Exhibit
A
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MAKER ACKNOWLEDGES THAT HOLDER (A) HAS ADVANCED THE AMOUNTS EVIDENCED BY THIS NOTE WITH THE
EXPECTATION THAT SUCH AMOUNTS WOULD BE OUTSTANDING FOR A PERIOD AT LEAST EQUAL TO THE NO-PREPAYMENT
PERIOD, (B) WOULD NOT HAVE BEEN WILLING TO ADVANCE SUCH AMOUNTS ON THESE TERMS FOR A SHORTER PERIOD
OF TIME, (C) IN MAKING THE LOAN EVIDENCED BY THIS NOTE, IS RELYING ON MAKERS CREDITWORTHINESS AND
ITS AGREEMENT TO PAY IN STRICT ACCORDANCE WITH THE TERMS SET FORTH IN THE NOTE AND (D) WOULD NOT
MAKE THE LOAN WITHOUT FULL AND COMPLETE ASSURANCE BY MAKER OF ITS AGREEMENT NOT TO PREPAY ALL OR A
PART OF THE PRINCIPAL OF THIS NOTE EXCEPT AS EXPRESSLY PERMITTED HEREIN AND IN THE MORTGAGE. MAKER
HAS BEEN ADVISED AND ACKNOWLEDGES THAT HOLDER IS RELYING ON THE RECEIPT OF PAYMENTS UNDER THIS NOTE
TO, AMONG OTHER THINGS, MATCH AND SUPPORT ITS OBLIGATIONS UNDER CONTRACTS ENTERED INTO BY HOLDER
WITH THIRD PARTIES AND THAT IN
THE EVENT OF A PREPAYMENT, HOLDER COULD SUFFER LOSS AND ADDITIONAL EXPENSES WHICH ARE EXTREMELY
DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, IT IS THE EXPRESS INTENT OF MAKER AND HOLDER
THAT (I) MAKER SHALL HAVE NO RIGHT TO PREPAY THIS NOTE DURING THE NO-PREPAYMENT PERIOD, EXCEPT AS
OTHERWISE PROVIDED IN THE MORTGAGE, (II) ANY PREPAYMENT OF THIS NOTE DURING THE NO-PREPAYMENT
PERIOD SHALL ONLY OCCUR IN THE EVENT HOLDER ACCELERATES PAYMENT UNDER THIS NOTE OR AS OTHERWISE SET
FORTH IN THE MORTGAGE, (III) ANY PREPAYMENT DESCRIBED IN FOREGOING CLAUSE (II) SHALL (UNLESS
OTHERWISE EXPRESSLY PERMITTED IN THE MORTGAGE) REQUIRE THE PAYMENT OF A PREPAYMENT PREMIUM
CALCULATED AS PROVIDED FOR HEREINABOVE, AND (IV) TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER
HAS WAIVED, AND HEREBY WAIVES, ANY RIGHT TO PREPAY THIS NOTE EXCEPT AS EXPRESSLY PROVIDED IN THE
MORTGAGE OR THIS NOTE. IN THE EVENT, NOTWITHSTANDING THE FOREGOING EXPRESS INTENT OF MAKER AND
HOLDER AND THE EXPRESS WAIVER BY MAKER OF ANY RIGHT TO PREPAY THIS NOTE, THAT THE APPLICABLE LAW OF
THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED PERMITS THE MAKER TO PREPAY THIS NOTE
DURING THE NO-PREPAYMENT PERIOD, THEN THE PREPAYMENT PREMIUM DESCRIBED IN CLAUSE (III) ABOVE SHALL
BE PAID TO HOLDER AS A CONDITION TO ANY SUCH PREPAYMENT.
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BY INITIALING BELOW, MAKER EXPRESSLY ACKNOWLEDGES THAT, PURSUANT TO THE PROVISIONS OF THIS
NOTE AND EXCEPT AS OTHERWISE PROVIDED IN THIS NOTE OR THE MORTGAGE, MAKER HAS NO RIGHT TO PREPAY
THIS NOTE IN WHOLE OR IN PART. IN THE EVENT ANY PREPAYMENT IS REQUIRED OR EXPRESSLY PERMITTED,
MAKER SHALL BE LIABLE FOR THE PAYMENT OF THE PREPAYMENT PREMIUM UNLESS EXPRESSLY STATED OTHERWISE
IN THE MORTGAGE. FURTHERMORE, BY INITIALING BELOW, MAKER WAIVES ANY RIGHTS IT MAY HAVE UNDER ANY
APPLICABLE STATE LAWS AS THEY RELATE TO ANY PREPAYMENT RESTRICTIONS CONTAINED IN THIS PARAGRAPH 9
OR OTHERWISE CONTAINED IN THIS NOTE AND EXPRESSLY ACKNOWLEDGES THAT HOLDER HAS MADE THE LOAN IN
RELIANCE UPON SUCH AGREEMENTS AND WAIVER OF MAKER AND THAT HOLDER WOULD NOT HAVE MADE THE LOAN
WITHOUT SUCH AGREEMENTS AND WAIVER OF MAKER. MAKER ACKNOWLEDGES THAT SPECIFIC WEIGHT HAS BEEN
GIVEN TO THE CONSIDERATION GIVEN FOR SUCH AGREEMENTS, WHICH CONSIDERATION IS THE GRANTING OF THE
LOAN.
 Evasion of Prepayment Premium
 Makers Covenants et seq
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Severability
 Usury Laws
 Acceleration
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Waivers by Maker
 Maker Not Released
 Recourse
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Successors and Assigns
 Remedies Cumulative
 Notices
 No Oral Modification
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Time
 Captions
 Replacement Note
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WITNESS:
    
    
    
    MAKER:ROYAL BODYCARE, INC.,/s/ Steven E. Brown
    
    
    
    a Nevada corporationBy:
    
    /s/ Clinton H. HowardName:
    
    Clinton H. HowardTitle:
    
    President/CEO/s/ Steven E. Brown
    
    
    
    /s/ Clinton H. HowardCLINTON H. HOWARD, Individually
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EXHIBIT A
 BASIS POINT ADJUSTMENT TABLE
 U.S. Treasury Bond
    
    Basis Point
    
    
    U.S. Treasury Bond
    
    
    Basis Pointor Note Yield
    
    Adjustment
    
    
    or Note Yield
    
    
    Adjustment0 - 1.55
    
    
    .0
    
    
    
    14.07 - 14.24
    
    
    
    .401.56 - 2.69
    
    
    .01
    
    
    
    14.25 - 14.41
    
    
    
    .412.70 - 3.48
    
    
    .02
    
    
    
    14.42 - 14.59
    
    
    
    .423.49 - 4.12
    
    
    .03
    
    
    
    14.60 - 14.77
    
    
    
    .434.13 - 4.68
    
    
    .04
    
    
    
    14.78 - 14.94
    
    
    
    .444.69 - 5.17
    
    
    .05
    
    
    
    14.95 - 15.11
    
    
    
    .455.18 - 5.63
    
    
    .06
    
    
    
    15.12 - 15.28
    
    
    
    .465.64 - 6.05
    
    
    .07
    
    
    
    15.29 - 15.44
    
    
    
    .476.06 - 6.44
    
    
    .08
    
    
    
    15.45 - 15.61
    
    
    
    .486.45 - 6.82
    
    
    .09
    
    
    
    15.62 - 15.77
    
    
    
    .496.83 - 7.17
    
    
    .10
    
    
    
    15.78 - 15.94
    
    
    
    .507.18 - 7.51
    
    
    .11
    
    
    
    15.95 - 16.10
    
    
    
    .517.52 - 7.83
    
    
    .12
    
    
    
    16.11 - 16.26
    
    
    
    .527.84 - 8.14
    
    
    .13
    
    
    
    16.27 - 16.41
    
    
    
    .538.15 - 8.44
    
    
    .14
    
    
    
    16.42 - 16.57
    
    
    
    .548.45 - 8.73
    
    
    .15
    
    
    
    16.58 - 16.73
    
    
    
    .558.74 - 9.02
    
    
    .16
    
    
    
    16.74 - 16.88
    
    
    
    .569.03 - 9.29
    
    
    .17
    
    
    
    16.89 - 17.03
    
    
    
    .579.30 - 9.55
    
    
    .18
    
    
    
    17.04 - 17.18
    
    
    
    .589.56 - 9.81
    
    
    .19
    
    
    
    17.19 - 17.33
    
    
    
    .599.82 - 10.07
    
    
    .20
    
    
    
    17.34 - 17.48
    
    
    
    .6010.08 - 10.31
    
    
    .21
    
    
    
    17.49 - 17.63
    
    
    
    .6110.32 - 10.55
    
    
    .22
    
    
    
    17.64 - 17.78
    
    
    
    .6210.56 - 10.79
    
    
    .23
    
    
    
    17.79 - 17.92
    
    
    
    .6310.80 - 11.02
    
    
    .24
    
    
    
    17.93 - 18.07
    
    
    
    .6411.03 - 11.25
    
    
    .25
    
    
    
    18.08 - 18.21
    
    
    
    .6511.26 - 11.47
    
    
    .26
    
    
    
    18.22 - 18.35
    
    
    
    .6611.48 - 11.69
    
    
    .27
    
    
    
    18.36 - 18.49
    
    
    
    .6711.70 - 11.90
    
    
    .28
    
    
    
    18.50 - 18.63
    
    
    
    .6811.91 - 12.11
    
    
    .29
    
    
    
    18.64 - 18.77
    
    
    
    .6912.12 - 12.32
    
    
    .30
    
    
    
    18.78 - 18.91
    
    
    
    .7012.33 - 12.52
    
    
    .31
    
    
    
    18.92 - 19.05
    
    
    
    .7112.53 - 12.72
    
    
    .32
    
    
    
    19.06 - 19.18
    
    
    
    .7212.73 - 12.92
    
    
    .33
    
    
    
    19.19 - 19.32
    
    
    
    .7312.93 - 13.12
    
    
    .34
    
    
    
    19.33 - 19.45
    
    
    
    .7413.13 - 13.31
    
    
    .35
    
    
    
    19.46 - 19.59
    
    
    
    .7513.32 - 13.50
    
    
    .36
    
    
    
    19.60 - 19.72
    
    
    
    .7613.51 - 13.69
    
    
    .37
    
    
    
    19.73 - 19.85
    
    
    
    .7713.70 - 13.87
    
    
    .38
    
    
    
    19.86 - 19.99
    
    
    
    .7813.88 - 14.06
    
    
    .39
    
    
    
    20.00 - 20.12
    
    
    
    .79
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