EXHIBIT 10.5

                   PROMISSORY NOTES ISSUED TO ROBERT W. DUNLAP
                              DATED JANUARY 1, 2002





<PAGE>




                           CONVERTIBLE PROMISSORY NOTE

$251,065.11
                                                                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 Robert W.  Dunlap (the
"Holder"),  the principal  sum of Two Hundred Fifty One Thousand  Sixty Five and
11/100 US Dollars ($251,065.11), 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:
                                        ----------------------------------------
                                     Its:
                                        ----------------------------------------

                                    /s/ Jeffrey L. Lee            Vice President

Description: Accrued Interest
                                    /s/ Steve Lee            Secretary/Treasurer



<PAGE>



                           CONVERTIBLE PROMISSORY NOTE

$66,728.03
                                                                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 Robert W.  Dunlap (the
"Holder"),  the principal sum of Sixty Six Thousand  Seven Hundred  Twenty Eight
and 03/100 US Dollars ($66,728.03), 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:
                                      ------------------------------------------
                                   Its:
                                      ------------------------------------------

                                      /s/ Jeffrey L. Lee          Vice President

Description: Cash Advances
                                      /s/ Steve Lee          Secretary/Treasurer




<PAGE>



                           CONVERTIBLE PROMISSORY NOTE

$6,893.76
                                                                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 Robert W.  Dunlap (the
"Holder"),  the  principal sum of Six Thousand  Eight  Hundred  Ninety Three and
76/100 US Dollar  ($6,893.76),  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:
                                     -------------------------------------------
                                  Its:
                                     -------------------------------------------

                                     /s/ Jeffrey L. Lee           Vice President

Description: Unreimbursed Expenses
                                     /s/ Steve Lee           Secretary/Treasurer




<PAGE>



                           CONVERTIBLE PROMISSORY NOTE

$46,873.08
                                                                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 Robert W.  Dunlap (the
"Holder"),  the  principal  sum of Forty Six Thousand  Eight  Seventy  Three and
08/100 US Dollars ($46,873.08),  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:
                                      ------------------------------------------
                                   Its:
                                      ------------------------------------------

                                      /s/ Jeffrey L. Lee          Vice President

Description: Fees Earned
                                      /s/ Steve Lee          Secretary/Treasurer