PROMISSORY NOTE

                                                              Longmont, Colorado

$4,000.00                                                        August 28, 2000


     FOR VALUE RECEIVED,  the  undersigned,  JDLphotos.com,  Inc.,  (hereinafter
referred to as the "Maker"), agrees and promises to pay to the order of Scott M.
Thornock (hereinafter referred to as the "Holder"),  at 650 South Cherry Street,
Suite  #310,  Denver,  Colorado  80246,  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 four thousand  dollars  ($4,000.00),  together with
interest  thereon  at the rate of six per cent  (6%)  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 the date of the
closing, out of the proceeds,  of that certain offering of a minimum of 400,000,
and a maximum of 800,000, shares of common stock, $.0001 par value per share, of
the Maker  pursuant to Regulation A of Section 3(b) under the  Securities Act of
1933, as amended, and Section 11-51-308(1)(p) of the Colorado Securities Act, as
amended.

     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, 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 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


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court costs) in  collecting  on this Note,  including  the  reasonable  costs of
obtaining and enforcing a judgment for any balance due on this Note.

     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.


                                      JDLPHOTOS.COM, INC.



                                      By: /s/ James J. DeLutes
                                          --------------------------------------
                                                     James J. DeLutes, President













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