<PAGE>
EXHIBIT 10.13

                                   EXHIBIT E1

                                 PROMISSORY NOTE
                                 ---------------

$200,000.00                                              Cochise County, Arizona
                                                              September 27, 2002

         FOR VALUE RECEIVED, Penge Corporation, a Nevada Corporation located at
1930 Village Center Circle 3, Suite 446, Las Vegas, NV 89134 (hereinafter
"Maker"), promises to pay Steven Sutherland, (Holder), at 5120 N. Indian Horse
Trail, Tucson, Arizona, or at such other place as Holder may from time to time
designate in writing, in lawful money of the United States of America, the
principal sum of Two Hundred Thousand and No/100 Dollars ($200,000.00), together
with interest on the principal outstanding from time to time (the "Principal
Balance") from the date of this promissory note (this "Note") until paid, at the
rate of seven percent (7%) per annum, compounded monthly. Payments shall be
payable as follows:

         a.       Fifty Thousand Dollars and 00/100 ($50,000) principle and
                  interest due on March 1, 2003.

         b.       Fifty Thousand Dollars and 00/100 ($50,000) principle and
                  interest due on March 1, 2004.

         c.       Fifty Thousand Dollars and 00/100 ($50,000) principle and
                  interest due on March 1, 2005.

         d.       Fifty Thousand Dollars and 00/100 ($50,000) principle and
                  interest due on March 1, 2006.

         e.       Entire balance of principle and interest shall be due on March
                  1, 2007.

         Any payments hereunder shall be credited first to interest then due,
and the remainder to principal. Prepayments of principal, in whole or in part,
may be made at any time, without penalty of kind, nature or amount.

         Maker is providing this Note to Holder pursuant to the terms of a
Purchase Agreement, Receipt and Escrow Instructions dated August 14, 2002 in
which Maker is the "Buyer" and Holder is the "Seller" (the "Escrow Agreement"),
and such other documents referenced in the Escrow Agreement, which Agreements
are collectively referred to as the "Purchase Agreements".

         This Note is secured by the assets shown in Schedule E1 (the "Security
Document") wherein Maker is the "Debtor" and Holder is the "Secured Party,"
pertaining to those certain assets, rights and property described therein. All
agreements, conditions, covenants, provisions and stipulations contained in the
Security Document which are to be kept and performed in favor of the Holder

<PAGE>

and/or the Secured Party are hereby made a part of this Note, fully and
completely, to the same extent and with the same force and effect as if they
were fully set forth herein, and Maker covenants and agrees to keep and perform
them or cause them to be kept and performed strictly in accordance with their
terms.

         If any installment payment due under this Note is not paid within
fifteen (15) days of its due date and after Maker's receipt of a notice of
nonpayment, then the Maker shall pay to the Holder a late charge equal to five
percent (5%) of the amount so due. In addition to the late charge, any payment
due Holder which is more than thirty (30) days past due shall be subject to a
default interest rate of fifteen percent (15%). Holder may accelerate this note
making all principal, interest and other charges immediately due and payable if
Maker is more than thirty (30) days late in making payment and Holder provides
Maker with written notice of such acceleration ten (10) business days prior to
such acceleration taking effect, and any amounts then due under the Note are not
paid within said ten (10) business day period.

         This Note shall be governed and construed according to the laws of the
State of Arizona.

         Any instruction by Holder to Maker purporting to change the place of
payment must be signed by all Holders to be effective.

                             MAKER'S RIGHT OF OFFSET

         In the event that, after closing of the transactions contemplated in
any or all of the Purchase Agreements, any claims are submitted against the
business, assets, property or stock which are the subject of any or all of the
Purchase Agreements by creditors, taxing authorities, auditors, or any other
person, arising out of obligations incurred by any Holder, all Holders
collectively, or any of the Holder's businesses, assets or stock which is the
subject of the Purchase Agreements, Maker shall have the right to pay such debts
or claims and offset from any amounts due under this Note the amount so paid,
pursuant to the following procedure:

         Maker shall send a copy of any bill, invoice or claim to Holders by
certified mail together with a demand for the Holders, or the applicable Holder,
within fifteen (15) days of the date of the certified delivery date, to prove
that such debt, invoice or claim has been paid in full, or to deliver to Maker a
cashier's check payable to the appropriate creditor in the full amount of the
debt, invoice or claim. In the event Holders fail to either provide evidence of
payment or provide a cashier's check for payment within the fifteen (15) day
period set forth above, then Maker shall have the right to pay such debt,
invoice or claim and deduct such amount from payments due under this Note. Maker
shall reasonably cooperate with Holders where applicable in resolving any
disputed claims. Should any disputed claims be resolved to the benefit of the
Holder, or the applicable Holder, after the Maker has exercised the right of
offset contained herein, and the Maker has received payment for such resolved
claim, then Maker agrees to promptly reimburse Holder, or the applicable Holder,
for the amount of the payment received by Maker. This Right Of Offset is
specifically for the failure of the Seller to have paid all outstanding debts
against the Business and for no other reason.


                                       2
<PAGE>

         The prevailing party in any action or arbitration arising out of the
terms of this Note shall be entitled to an award of reasonable attorney's fees,
court costs, litigation costs and expenses, and expert witness fees and costs.


MAKER:
Penge Corporation

X  /s/ Kirk Fischer                          Date:  9-27-02
 -----------------------------------              --------------------------
Kirk Fischer, President


X  /s/ Jim Fischer                           Date:  9-27-02
 -----------------------------------              --------------------------
Jim Fischer, Vice President


HOLDER:

X  /s/ Steven Sutherland                     Date:  9-27-02
 -----------------------------------              --------------------------
Steven Sutherland


                                       3
<PAGE>

                                   SCHEDULE E1
                                       TO
                                 PROMISSORY NOTE


                       SECURED ASSETS, RIGHTS AND PROPERTY



All outstanding shares of Major Trees, Inc. stock
Name: Arizona Goldwater Pine
Name: Texas Lone Star Pine
Name: Las Vegas Blue Pine
Customer list of Major Trees Inc.
All financial books and records of the business.
All original equipment and furniture transferred in sale.
Phone Number: 520-749-6428