EXHIBIT 10.4

            PROMISSORY NOTES ISSUED TO AFFILIATED MINING, INC. DATED
                                 JANUARY 1, 2002




<PAGE>




                           CONVERTIBLE PROMISSORY NOTE

$1,510.70
                                                                Denver, Colorado

                                                                 January 1, 2002


         FOR VALUE RECEIVED,  PARK-PREMIER  MINING COMPANY,  a Utah  corporation
(the "Maker"),  hereby promises to pay to the order of Affiliated Mining Company
(the "Holder"), the principal sum of One Thousand Five Hundred Ten and 70/100 US
Dollars ($1,510.70), together with interest on the unpaid balance at the rate of
Twelve  Percent  (12%) per  annum,  on or before  January  1,  2003,  subject to
conversion as described below.

         This Note may be converted  into shares of Maker's  common stock at the
conversion  price of $.10 per share or such other  conversion price as the board
of directors may deem  appropriate,  not in excess of $.10 per share,  until the
due date hereof, at the Holder's option.

         This Note is subject to prepayment,  in whole or in part, at the option
of the  Maker  without  penalty.  Such  prepayments  shall be  applied  first to
interest accrued and then to the principal due hereunder.

         In case this Note shall not be paid in full  whenever  it shall  become
due,  the Maker agrees to pay all costs and  expenses of  collection,  including
reasonable attorney's fees, not to exceed 15% of the unpaid balance.

         All rights and  obligations  hereunder shall be governed by the laws of
the State of Colorado.

         This Note is unsecured.

         IN WITNESS WHEREOF,  the Maker has signed this Note effective as of the
date first above written.

                                        PARK-PREMIER MINING COMPANY



                                        By: /S/ ROBERT W. DUNLAP
                                           -----------------------------------
                                        Its:   PRESIDENT
                                           -----------------------------------


Description: Unreimbursed Expenses




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                           CONVERTIBLE PROMISSORY NOTE

$11,871.98
                                                                Denver, Colorado

                                                                 January 1, 2002


         FOR VALUE RECEIVED,  PARK-PREMIER  MINING COMPANY,  a Utah  corporation
(the "Maker"),  hereby promises to pay to the order of Affiliated Mining Company
(the  "Holder"),  the principal sum of eleven Thousand Eight Hundred and Seventy
One and 98/100 US Dollars  ($11,871.98),  together  with  interest on the unpaid
balance at the rate of Twelve  Percent (12%) per annum,  on or before January 1,
2003, subject to conversion as described below.

         This Note may be converted  into shares of Maker's  common stock at the
conversion  price of $.10 per share or such other  conversion price as the board
of directors may deem  appropriate,  not in excess of $.10 per share,  until the
due date hereof, at the Holder's option.

         This Note is subject to prepayment,  in whole or in part, at the option
of the  Maker  without  penalty.  Such  prepayments  shall be  applied  first to
interest accrued and then to the principal due hereunder.

         In case this Note shall not be paid in full  whenever  it shall  become
due,  the Maker agrees to pay all costs and  expenses of  collection,  including
reasonable attorney's fees, not to exceed 15% of the unpaid balance.

         All rights and  obligations  hereunder shall be governed by the laws of
the State of Colorado.

         This Note is unsecured.

         IN WITNESS WHEREOF,  the Maker has signed this Note effective as of the
date first above written.

                                      PARK-PREMIER MINING COMPANY



                                      By: /S/ ROBERT W. DUNLAP
                                         -----------------------------------
                                      Its:   PRESIDENT
                                         -----------------------------------


Description: Cash Advances



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                           CONVERTIBLE PROMISSORY NOTE

$37,425.34
                                                                Denver, Colorado

                                                                 January 1, 2002


         FOR VALUE RECEIVED,  PARK-PREMIER  MINING COMPANY,  a Utah  corporation
(the "Maker"),  hereby promises to pay to the order of Affiliated Mining company
(the  "Holder"),  the principal sum of Thirty Seven Thousand Four Hundred Twenty
Five and 34/100 US Dollars  ($37,425.34),  together  with interest on the unpaid
balance at the rate of Twelve  Percent (12%) per annum,  on or before January 1,
2003, subject to conversion as described below.

         This Note may be converted  into shares of Maker's  common stock at the
conversion  price of $.10 per share or such other  conversion price as the board
of directors may deem  appropriate,  not in excess of $.10 per share,  until the
due date hereof, at the Holder's option.

         This Note is subject to prepayment,  in whole or in part, at the option
of the  maker  without  penalty.  Such  prepayments  shall be  applied  first to
interest accrued and then to the principal due hereunder.

         In case this Note shall not be paid in full  whenever  it shall  become
due,  the Maker agrees to pay all costs and  expenses of  collection,  including
reasonable attorney's fees, not to exceed 15% of the unpaid balance.

         All rights and  obligations  hereunder shall be governed by the laws of
the State of Colorado.

         This Note is unsecured.

         IN WITNESS WHEREOF,  the Maker has signed this Note effective as of the
date first above written.

                                    PARK-PREMIER MINING COMPANY



                                    By: /S/ ROBERT W. DUNLAP
                                       -----------------------------------
                                    Its:   PRESIDENT
                                       -----------------------------------


Description: Accrued Interest