AMENDED PROMISSORY NOTE

                                                              Lakewood, Colorado

$18,116.00                                                      January 29, 2002

     FOR VALUE RECEIVED, the undersigned,  Pacific InterMedia, Inc. (hereinafter
referred  to as the  "Maker"),  agrees and  promises to pay to the order of Ross
Investments,  Inc., 1625 South Birch Street, Suite #801, Denver,  Colorado 80222
(hereinafter  referred to as the  "Holder"),  at 1625 South Birch Street,  Suite
#801, Denver, Colorado 80222, 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 eighteen  thousand one hundred  sixteen  dollars  ($18,116.00),
with no interest  thereon,  from the date hereof until maturity,  as hereinafter
provided.  This Amended Promissory Note (hereinafter  referred to as the "Note")
amends and replaces that certain  non-interest-bearing,  demand  Promissory Note
dated June 6, 2001, in the principal amount of $15,000,  payable by the Maker to
the  Holder.  The  principal  balance of this Note  shall be due and  payable on
demand.

     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 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 payment(s)  hereof may be extended without notice at any
time and  from  time-to-time,  and for a  period  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 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.

     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


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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.


                                        PACIFIC INTERMEDIA, INC.



                                        By:  /s/ David B. Lukens
                                           -------------------------------------
                                                     David B. Lukens, President
























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