Exhibit 10.13


THE SECURITIES  EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  AND HAVE  BEEN  TAKEN  FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION  THEREOF, AND,
EXCEPT AS STATED IN THE NOTE AND WARRANT  PURCHASE  AGREEMENT DATED SEPTEMBER 4,
2001,  PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED, SUCH SECURITIES MAY NOT BE
SOLD, PLEDGED OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
OR  REGULATION A  NOTIFICATION  UNDER THE ACT COVERING  SUCH  SECURITIES  OR THE
COMPANY  RECEIVES AN OPINION OF COUNSEL  (WHICH MAY BE COUNSEL FOR THE COMPANY),
REASONABLY  SATISFACTORY  IN FORM AND CONTENT TO THE COMPANY,  STATING THAT SUCH
SALE OR  TRANSFER  IS  EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS  DELIVERY
REQUIREMENTS OF THE ACT.


$500,000.00 SEPTEMBER 4, 2001                                     TEMPE, ARIZONA

                                 PROMISSORY NOTE

     FOR VALUE RECEIVED,  Vitrix,  Inc., a Nevada  corporation  (the "COMPANY"),
hereby promises to pay to the order of Frances L. Simek ("HOLDER"),  or Holder's
registered  assigns,   the  principal  sum  of  Five  Hundred  Thousand  Dollars
($500,000.00)  or, if less, the aggregate  unpaid  principal amount this Note on
the Maturity  Date (as defined  herein);  together  with interest on any and all
principal  amounts remaining unpaid hereunder from time to time outstanding from
the date hereof until payment in full.

     1. NOTE  PURCHASE  AGREEMENT.  This  Note has been  issued to Holder by the
Company pursuant to the Note and Warrant  Purchase  Agreement dated of even date
herewith (the "NOTE  PURCHASE  AGREEMENT"),  between the Company and the Holder.
Capitalized  terms used herein but not herein  defined  shall have the  meanings
ascribed thereto in the Note Purchase  Agreement,  unless the context  otherwise
requires.

     2. INTEREST.  Interest on the  outstanding  principal  balance of this Note
shall be payable in arrears on the first day of each month commencing October 1,
2001 (and on the first day of each month  thereafter),  and on the Maturity Date
to the extent accrued and unpaid.  Except as otherwise provided below,  interest
will accrue on the then unpaid principal balance of this Note outstanding during
any month,  or partial  month,  at the rate of ten  percent  (10.0%)  per annum,
calculated on the basis of the actual number of days elapsed and on the basis of
a 360 day year. Except as provided herein or in the Note Purchase Agreement, all
accrued  interest on this Note shall be paid at Maturity.  If the Company  shall
default in the payment of the principal of or interest on this Note, the Company
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shall  on  demand  from  time to time pay  interest  (i) on the  amount  of such
defaulted  principal and, (ii) to the extent  permitted by law, on the amount of
such  defaulted  interest  up to the date of actual  payment  of such  defaulted
principal and interest amounts (as well as before judgment), at a rate per annum
equal to two percent  (2%) in excess of the rate  otherwise  applicable  to such
obligations.

          (b) The principal  balance  outstanding  hereunder shall be payable in
sixty (60) monthly principal and interest  installments of $6,600.00  commencing
on October 1, 2001, and on each month  thereafter  until  September 1, 2006. The
remaining  principal  balance  of  $313,396.14  shall be due and  payable on the
Maturity Date (as defined below).

     3. PREPAYMENT. This Note may be prepaid at any time without penalty. Any
prepayment hereunder shall be credited first upon interest accrued and the
remainder, if any, upon the outstanding principal amount of this Note.

     4. PAYMENT ON MATURITY DATE. The date (the "MATURITY DATE") upon which this
Note matures and the principal hereof and all interest accrued hereon become due
shall be October 1, 2006.

     5. PAYMENTS.

          (a) All payments of principal and interest due in respect of this Note
shall be made without  deduction,  defense,  set off or counterclaim,  in lawful
money of the United  States of America,  and in same day funds and  delivered to
the Holder by wire transfer to a bank account of Holder,  as specified by Holder
from time to time,  or at such other place as shall be  designated by notice for
such purpose in accordance with the terms of the Note Purchase Agreement.

          (b) Principal payments due in respect of this Note shall be payable in
sixty (60) monthly  installments payable on the first day of each calendar month
commencing  on October 1,  2001,  and on the first day of each month  thereafter
until the  September 1, 2006.  If a payment date is not a Business Day, then any
such payment due under this Note shall be made on the next  succeeding  Business
Day.

     6. NOTE. This Note is secured by all of the Company's assets, which
security interest is evidenced by the Security Agreement, and is entitled to the
benefits of such Security Agreement.

     7.  EVENTS OF DEFAULT.  If any event of default set forth below  ("EVENT OF
DEFAULT")  occurs,  the entire  unpaid  principal  balance and accrued  interest
payable hereunder shall automatically become immediately due and payable without
presentment,  demand or notice of any kind,  all of which are  hereby  expressly
waived by the Company:

          (a) If default  shall be made in the due and  punctual  payment of any
principal  of or premium (if any) on, the Note when and as the same shall become
due and  payable,  whether  at  maturity  or a date fixed for  prepayment  or by
declaration  or otherwise,  which default is not cured within fifteen (15) days;
or

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<PAGE>
          (b) If default  shall be made in the due and  punctual  payment of any
interest on the Note when and as such interest shall become due and payable, and
such default shall have continued for a period of fifteen (15) days; or

          (c) If any  representation or warranty made or deemed to be made by or
on behalf of the Company in the Note  Purchase  Agreement or this Note or in any
certificate,  statement,  report or other instrument delivered under or pursuant
to any term hereof or thereof  shall prove to have been untrue or  incorrect  in
any material  respect as of the date of this Note or as of the Closing  Date, or
if any statement, report, certificate, financial statement or financial schedule
or other  writing or  instrument  prepared or  purporting  to be prepared by the
Company or any officer of the Company that is  hereafter  furnished or delivered
in connection with or under or pursuant to or contemplated by this Note to Buyer
shall prove to be untrue or incorrect in any material  respect as of the date it
was made, furnished or delivered; or

          (d) If the validity or  enforceability of this Note shall be contested
by either the Company or any security holder of the Company or any action,  suit
or proceeding is commenced  that alleges or contends that this Note is no longer
in full force or effect or is null and void or the  Company  denies  that it has
any further liability or obligation under this Note; or

          (e) If the Company shall (i) file a petition seeking relief for itself
under  Title 11 of the United  States  Code,  as now  constituted  or  hereafter
amended, or file an answer consenting to, admitting the material allegations of,
or otherwise not controverting,  or fail timely to controvert,  a petition filed
against it seeking  relief  under  Title 11 of the United  States  Code,  as now
constituted  or hereafter  amended,  or (ii) file such a petition or answer with
respect  to relief  under the  provisions  of any other now  existing  or future
applicable bankruptcy,  insolvency, or other similar law of the United States of
America, or State thereof, or of any other country or jurisdiction providing for
the reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with its creditors; or

          (f) If an order for relief shall be entered  against the Company under
Title 11 of the United States Code,  as now  constituted  or hereafter  amended,
which order is not stayed; or upon the entry of an order,  judgment or decree by
operation of law, or by a court having jurisdiction in the premises which is not
stayed,  adjudging it a bankrupt or insolvent  under, or ordering relief against
it under,  or approving as properly  filed a petition  seeking relief against it
under, the provisions of any other now existing or future applicable bankruptcy,
insolvency  or other  similar  law of the United  States of America or any State
thereof,   or  of  any  other   country  or   jurisdiction   providing  for  the
reorganization,  winding-up or liquidation of corporations  or any  arrangement,
composition,  extension or adjustment with creditors,  or appointing a receiver,
liquidator, assignee,  sequestrator,  trustee or custodian of the Company or any
Subsidiary  or  any   substantial   part  of  its  property,   or  ordering  the
reorganization,  winding-up or liquidation of its affairs or upon the expiration
of thirty  (30) days after the  filing of any  involuntary  petition  against it
seeking any of the relief  specified  in  paragraph  (e) or this  paragraph  (f)
without the petition being dismissed prior to that time; or

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          (g) If the Company shall (i) make a general assignment for the benefit
of its creditors,  (ii) consent to the appointment of or taking  possession by a
receiver,  liquidator,  assignee,  sequestrator,  trustee  or  custodian  of the
Company  of all or a  substantial  part of its  property,  or  (iii)  admit  its
insolvency or inability to pay its debts  generally as such debts become due, or
(iv) fail  generally  to pay its debts as such debts become due, or (v) take any
action (or if such action is taken by its directors or stockholders)  looking to
the dissolution or liquidation of the Company; or

          (h) If a final judgment for the payment of money in excess of $100,000
shall be  rendered  by a court of record  against the Company and the Company or
shall not (i) within 30 days from the date of entry thereof,  discharge the same
or provide for its discharge in accordance  with its terms, or procure a stay of
execution  thereof,  and (ii) if  execution  of such  judgment  shall be stayed,
within such period of 30 days or such longer  period  during which the execution
of such  judgment  shall  have  been  stayed,  appeal  therefrom  and  cause the
execution  thereof to be stayed during such appeal,  or, after the expiration of
any such stay or the  denial of such  appeal,  forthwith  discharge  the same or
provide for its discharge.

     8.  ENFORCEMENT.  If any one or more Events of Default shall have occurred,
the Holder may  proceed to protect  and enforce the rights of the Holder by suit
in equity or action at law or the  employment  of any other  available  right or
remedy,  as the Holder shall deem most effective to protect and enforce any such
rights. The Company promises to pay all costs and expenses, including reasonable
attorneys' fees and expenses, incurred in the collection and enforcement of this
Note.  The Company and  endorsers  of this Note hereby  consent to renewals  and
extensions of time at or after the maturity hereof,  without notice,  and hereby
waive diligence,  presentment,  protest, demand and notice of every kind (except
such notices as may be required under the Note Purchase  Agreement)  and, to the
full extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.

     9. WAIVERS AND AMENDMENTS. The Note Purchase Agreement and this Note may be
amended only with the written consent of the Holder.

     10. GOVERNING LAW. This Note shall be governed by, and construed and
enforced in accordance with, the internal laws (but not the law of choice of
laws) of the State of Arizona.

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     IN WITNESS  WHEREOF,  the Company  has caused this Note to be executed  and
delivered by its duly authorized  officer,  as of the day and year first written
above.

                                  VITRIX, INC.


                                  By: /s/ Thomas S. Bednarik
                                      ------------------------------------------
                                  Name:  Thomas S. Bednarik
                                  Title: President & Chief Executive Officer

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