<PAGE>
                                  EXHIBIT 10.1

                                 PROMISSORY NOTE

FOR VALUE RECEIVED the undersigned promises to pay to 1st Realty Investments,
Inc. a Nevada Corporation and or its Assignees, or order, the principal sum of
Twenty Thousand DOLLARS, with interest from the 22nd day of September 2000, a
the rate of Nine (9%) percent per annum on the unpaid balance until paid or
until default, both principal and interest payable in lawful money of the United
States of America, at 5115 North Scottsdale Road, Scottsdale, AZ 85250 or as
such place as the legal holder hereof may designate in writing. The principal
and interest shall be due and payable as follows: Pro rata payments of principal
and accrued interest from the sale of lots at the property known as "Dynamite
Heights" being a 14+ acre property located on North Scottsdale Road near the
intersection of Mary Sharon.

If not sooner paid, the entire remaining indebtedness, together with any accrued
interest thereon, shall be due and payable on September 22, 2003.

If payable in installments, each such installment shall, unless otherwise
provided, be applied first to payment of interest then accrued and due on the
unpaid principal balance, with the remainder applied to the unpaid principal.

In the event of (a) default in payment of any installment of principal or
interest hereof as the same becomes due and such default is not cured within ten
(10) days from the due date, or (b) default under the terms of any instrument
securing the Note, and such default is not cured within fifteen (15) days after
written notice to maker, then in either such event the holder may, without
further notice, declare the remainder of the principal sum, together with all
interest accrued thereon, and the prepayment premium, if any, at once due and
payable. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same at any other time. The unpaid principal of this Note
and any part thereof, accrued interest and all other sums due under this note
and the Deed of Trust or security instrument, if any, shall bear interest at the
rate of Twelve (12) percent per annum after default until paid.

All parties to this Note, including maker and any sureties, endorsers, or
guarantors, hereby waive protest, presentment, notice of dishonor, and notice of
acceleration of maturity and agree to continue to remain bound for the payment
of principal, interest, and all other sums due under this Note and the Deed of
Trust or security instrument, notwithstanding any change or changes by way of
release, surrender, exchange, modification or substitution of any security for
this Note or by way of any extension or extensions of time for the payment of
principal and interest; and all such parties waive all and every kind of notice
of such change or changes and agree that the same may be made without notice or
consent of any of them.

Upon default, the holder of this Note may employ an attorney to enforce the
holder's rights and remedies and the maker, principal, surety, guarantor and
endorsers of this Note hereby agree to pay to the holder reasonable attorneys
fees not exceeding a sum equal to Twenty Five (25%) percent of the outstanding
balance owing on said Note, plus all other reasonable expenses incurred by the
holder in exercising any of the holder's right and remedies upon default. The
rights and remedies of the holder as provided in this Note and any instrument
securing this Note shall be cumulative and may be pursued singly, successively,
or together against the property described in the Deed of Trust or security
instrument, or any other funds, property or security held by the holder for
payment or security , in the sole discretion of the holder. The failure to
exercise any such right or remedy shall not be a waiver or release of such
rights or remedies or the right to exercise any of them at another time.

This Note is to be governed and construed in accordance with the laws of the
State of Arizona.

IN TESTIMONY WHEREOF, each corporate maker has caused this instrument to be
executed in its corporate name by its Authorized Member or Officer, all as
authorized by order of its Members at a duly authorized meeting thereof.

                                        FIRST COMMERCE MARKETING L.L.C.
                                        an Arizona limited liability company

                                        /s/    David Telles
                                               ---------------------------------
                                        Name   David Telles
                                               ---------------------------------
                                        Title  Managing Member
                                               ---------------------------------


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                        ASSIGNMENT OF MEMBERSHIP INTEREST

BY THIS ASSIGNMENT OF MEMBERSHIP INTEREST ("Assignment") made and entered into
as of the 22nd day of September 2000, 1st Realty Investments, Inc., a Nevada For
Profit Corporation, ("Assignor"), and First Commerce Marketing L.L.C, an Arizona
Limited Liability Company, ("Assignee"), agree as follows:

      1. Assignment. For the amount of $20,000.00 evidenced by a note for that
amount from Assignee in favor of Assignor, together with other necessary and
agreed upon consideration as set forth below, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby irrevocably sells, transfers and
assigns to Assignee all of its membership interest and participation percentage
in the L.L.C., being all of its right title and interest therein (Seventy
Percent (70%)). Assignee hereby accepts the assignment and transfer of the
Assignors' membership interest in the L.L.C., and agrees to assume any and all
obligations and responsibilities associated with such interest from and after
the date of this Assignment.

      2. Further Acts: Additional Documents. Assignors and Assignee shall
perform all such further acts and execute and deliver any and all additional
documents and instruments that may be necessary or desirable to consummate,
evidence or confirm the assignment of the interest described herein. Assignee
specifically agrees to assume and agree to pay the obligation to the lender John
K. Lassen, and together with David Telles individually and as principle of
Assignee, indemnify and hold harmless the members and stockholders from any
claim from the said John Lassen or the Seller of the property for any liability
whatsoever, now or in the future, and provide such further assurances as may be
required to confirm this complete and full indemnity. Assignee shall also
provide such a release from liability for itself and from its principal, David
Telles, if required.

      3. Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

      IN WITNESS WHEREOF, this Assignment has been executed as of the day and
year first above written.

                                            "ASSIGNORS"


                                            1st Realty Investments, Inc.
                                            a Nevada For Profit Corporation

                                            /s/    Edward W. Dietrich
                                                   -----------------------------
                                            Name   Edward W. Dietrich
                                                   -----------------------------
                                            Title  Secretary
                                                   -----------------------------

                                            "ASSIGNEE"


                                            FIRST COMMERCE MARKETING L.L.C.
                                            an Arizona limited liability company

                                            /s/    David Telles
                                                   -----------------------------
                                            Name   David Telles
                                                   -----------------------------
                                            Title  Managing Member
                                                   -----------------------------

                                            "INDEMNITOR"


                                            /s/    David Telles
                                                   -----------------------------
                                            Name   David Telles
                                                   -----------------------------