EXHIBIT 10.55


Seattle, Washington.  Friday, September 28,2001

                                                                    Loan #211148



                                 PROMISSORY NOTE

For value received, the undersigned promise to pay to the order of, Beneficiary,

Bismark Mortgage Company, LLC

at the office of Bismark  Mortgage  Company,  LLC at 2835 82nd Ave.  SE,  Mercer
Island,  WA  98040-3055  or at such other  place as payee or its  successors  or
assigns may from time to time direct, the sum of ($600,000.00)

Six Hundred Thousand and No/100 Dollars

together  with any  charges or fees due under the terms of this note,  financial
statement(s) and/or deed(s) of trust, which provide security for this note, with
interest  thereon at the rate of 9.500  percent  per annum from  October 1, 2001
until paid.

The entire amount due under the terms of this note, if not sooner paid, shall be
due and payable, in lawful money of the United States, not later than October 1,
2002.  If this amount  shall  remain  unpaid  after the date it becomes due then
additional  default  interest in any amount equal to 3% of the entire amount due
shall be added to the principal amount due.

Until such time as the total amount due herein has been paid Borrower  shall pay
monthly installments of ($4,750.00)

Four Thousand Seven Hundred Fifty and No/100 Dollars

on or before the first (1st) day of each and every month  beginning  December 1,
2001.

In the event any  monthly  installment  due shall not have been  fully  paid and
received by holder within 10 days of its due date,  late charge(s) of 10% of the
amount of the installment(s) due or $40.00, whichever is larger, will e assessed
and I agree to pay the same in addition to the  installment(s) due as liquidated
damages for additional expense of handling such delinquent installments.

It is understood that acceptance by Beneficiary, its successors or assigns, of a
late or  delinquent  installment,  or  installments,  does  not and  will not be
considered by either party  involved as a waiver of its right to demand  payment
in full should this note become  delinquent at some later date.  Beneficiary  or
any subsequent  holder of this  instrument  may, at its option,  sell,  transfer
and/or assign this promissory note. I agree that payee, at its sole option,  may
(a) return my late installment(s) and demand that I return same with late charge
included,  or may (b)  accept  my late  installment(s)  and add  back  the  late
charge(s) and all unpaid interest then due on this loan to my principal balance,
or may (c) keep a separate accounting of late charges as they occur and if payee
shall choose  either (b) or (c) herein I agree to pay same upon demand but in no
event later than the due date of this note.

I  understand  this  loan is  secured  in part by a  Deed(s)  of  Trust  on real
property, and that my responsibility for and/or control of such real property is
a material  inducement to make the loan and upon the terms  agreed.  If title to
said property shall pass from me by deed or otherwise, or said property shall be
sold on  contract  or wrap or shall have been leased or rented with an option to
purchase agreement,  then such change in title and/or control shall be deemed to
increase the risk of lender,  and therefore the entire unpaid  balance(s)  shall
upon such change in title and/or control, without notice, become immediately due
and payable.

Prepayment  Penalty:  I agree to pay at least  n/a  months  of  interest  on the
original principal balance whether or not I should pre-pay the principal in part
or in full at an earlier date.

If default be made in the  payment of any  installment  when due,  then,  at the
option of the holder of this note, without prior notice, the entire debt thereby
represented shall immediately  become due and any waiver of such right shall not
prevent the holder from  enforcing the right upon any recurrence of the default.
After maturity,  or after failure to pay any installment as above specified,  in
addition  to the late  charges  noted  above,  this note shall bear  interest at
twelve  percent (12%) per annum above the face interest rate (or the  prevailing
interest rate if the rate has been  increased per holder's  option herein and/or
changed by other  agreement  between holder and debtors  herein) and said higher
interest rate shall  continue until the default has been cured by payment of all
amounts in default plus all interest accrued by application of the terms of this
paragraph.

If this note is placed in the hands of an attorney for collection, or if suit or
action is  commenced  to collect this note,  or any portion  thereof,  or if the
holder of this note is required to appear in any  Bankruptcy  action in order to
collect hereunder or make claim therein,  or for any other action connected with
this note,  I promise and agree to pay, in addition to all other sums  described
herein,  all the costs and attorney's fee(s) incurred by the holder of this note
in said suit(s) or action(s).

In addition to all other terms found herein, I promise to pay the following fees
for each,  if any, of the  following  occurrences  and I further agree that said
fees shall be added to my outstanding  principal balance: a. $40.00 for each NSF
or returned  check and b. $40.00 for each written  payoff demand or each written
verification of mortgage request.


<PAGE>

Every  person or entity at any time  liable for the  payment of the debt  hereby
evidenced,  waives presentment for payment,  demand and notice of non-payment of
this note,  and consents  that the holder may at its option,  extend the time of
payment or  otherwise  modify the terms of payment of any part,  or the whole of
the debt at any time at the request of any other person now or hereafter liable.


Special Terms of this Note:

Interest rate increase:
Beginning 4/1/2002 the non-default face interest rate (9.50%) described above
shall permanently increase to 13.99% and the interest-only payment shall
permanently increase, accordingly. All other terms of this note and related loan
documents and/or security instruments remain unchanged.



------------------------------          ----------------------------------------
                    Date                                             Date

                                        Brookhaven Homes LP, a Nevada Limited
                                        Partnership
                                        By:  Entity Planners International, Inc.
                                        a Nevada Corporation By:

                                        /s/ Cynthia C. Britten          10/3/01
                                        ----------------------------------------
                                        by:  Cynthia C. Britten,          Date
                                             Authorized Agent
                                        its:  Chief Financial Officer