PROMISSORY NOTE


$25,000.00                                                        March 19, 2003

                  FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises
to pay to Durham Jones & Pinegar, PC ("Holder"), or to order, at such location
as Holder may designate, the principal sum of Twenty-five Thousand Dollars
($25,000.00), together with interest thereon at the rate of eighteen percent
(18%) per annum.

                  Principal and accrued interest, shall be payable in full on
April 1, 2004. Principal shall be payable only in lawful money of the United
States of America. Payments shall be applied first to accrued and unpaid
interest, and then to the unpaid principal balance.

                  In the event that: (a) any installment provided for hereunder
is not paid in full on its due date, or (b) Maker has filed a petition seeking
that Maker be adjudged a bankrupt or Maker makes a general assignment for the
benefit of creditors or suffers the appointment of a receiver, or becomes
insolvent, or (c) fails to make payments to Holder under the terms of a
settlement agreement of even date herewith when and as such payments become due,
then in any of such events, the entire remaining unpaid balance of principal
owing hereunder shall, at the option of Holder and without notice or demand,
become immediately due and payable, and the unpaid balance hereunder shall
accrue interest at the rate twenty-five percent (25%) per annum. In the event of
default by Maker in the payment of this Promissory Note, Holder shall be
entitled to recover all costs and expenses reasonably incurred in collecting the
same, including reasonable attorney's fees.

                  This note and Maker's obligations hereunder are secured by a
pledge of securities pursuant to the terms of a Pledge and Security Agreement of
even date herewith, by this reference incorporated in and made a part of this
Note.

                  Maker waives presentment for payment, protest, demand, notice
of dishonor, and notice of nonpayment.

                  DATED as of the day, month and year first above-written.

                                    MAKER:

                                    NEBO PRODUCTS, INC.


                                    By:     /s/ Scott Holmes
                                         ---------------------------
                                         Scott Holmes, President


<PAGE>




                             STOCK PLEDGE AGREEMENT

         STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 19th day of
March 2003, by and between Durham Jones & Pinegar, PC, a Utah professional
corporation ("Secured Party") and NEBO Products, Inc., a Utah corporation having
its principal executive offices at 12382 Gateway Parkplace #300, Draper, Utah
84020 ("Debtor").

                                    RECITALS

         A.       Debtor has entered  into an agreement  and  promissory  note
for the payment of amounts  owing to Secured  Party for services  performed  and
costs advanced on behalf of Debtor.

         B.       Secured Party is willing to extend terms for payment of those
obligations  of Debtor  contingent  upon the pledge of  securities  as  provided
herein.

         NOW, THEREFORE, in consideration of the premises, the mutual covenants
and conditions contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1. Grant of Security Interest. Debtor grants, pledges, hypothecates,
transfers and assigns to the Secured Party, as collateral and security for the
obligations and performance of the Debtor a total of 2,000,000 shares of Common
Stock of Debtor (the "Guarantee Shares"). The Guarantee Shares are registered in
the name of Secured Party and are, together with any substitutes therefor, or
proceeds thereof, hereinafter referred to collectively as the "Collateral."

         2. Obligations Secured. During the term hereof, the Collateral shall
secure any obligations of the Debtor to Secured Party arising under or in
connection with the promissory note and other agreements or arrangements between
Debtor and Secured Party upon any default by or failure of the Debtor to perform
their obligations thereunder (all such obligations, the "Secured Obligations").

         3. Perfection of Security Interests. Upon execution of this Agreement
by Debtor, Debtor shall deliver and transfer possession of the stock certificate
for 2,000,000 shares of Common Stock (the "Certificate") to Secured Party to be
held by Secured Party or a mutually acceptable third party until the earlier of
(i) the termination of this Agreement or (ii) foreclosure of Secured Party's
security interests as provided herein. The Debtor shall also execute all
documents and perform all acts as Secured Party may reasonably request in order
to perfect and maintain a valid security interest for Secured Party in the
Collateral.

         4. Assignment. Secured Party may assign or transfer the whole or any
part of its security interest granted hereunder, and may transfer as collateral
security the whole or any part of Secured Party's security interest in the
Collateral. Any transferee of the Collateral shall be vested with all of the
rights and powers of Secured Party hereunder with respect to the Collateral.

         5. Warranty of Title. Debtor hereby represents and warrants to Secured
Party as follows: (i) that upon transfer by Debtor of the Certificate to Secured
Party pursuant to this Agreement at such time, if any, as the occurrence of an
event of default by the Debtor under the promissory note or any other agreement
related to the Secured Obligations, Secured Party will have good title (both
record and beneficial) to the Collateral; (ii) that there are no restrictions
upon Debtors' transfer and pledge of any of the Collateral pursuant to the
provisions of this Agreement; and this Agreement constitutes a legal, valid and
binding obligation of the Debtor enforceable in accordance with its terms, (iii)


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<PAGE>

that the Collateral is free and clear of any encumbrances of every nature
whatsoever, Debtor is the sole owner of the Guarantee Shares, and such shares
are duly authorized, validly issued, fully paid and non-assessable. Debtor
further agrees not to grant or create, any security interest, claim, lien,
pledge or other encumbrance with respect to the Collateral or attempt to sell,
transfer or otherwise dispose of any of the Collateral until the Secured
Obligations have been paid in full. The Debtor represents and warrants that the
Guarantee Shares are duly authorized, validly issued, fully paid and
non-assessable and that it will not permit the transfer of the Guarantee Shares
except in accordance with this Agreement while the same is in effect.

         6.       Collection  of Dividends and  Interest.  During the term of
this  Agreement  and so long as Debtor is not in  default  hereunder,  Debtor is
authorized to collect all dividends, distributions, interest payments, and other
amounts that may be, or may become, due on any of the Collateral.

         7. Voting Rights. During the term of this Agreement and until such time
as this Agreement has terminated or Secured Party has exercised its rights under
this Agreement to foreclose its security interest in the Collateral, the Board
of Directors of Debtor shall have the sole voting authority over such shares of
Common Stock; provided, however, that the authority to vote such shares does not
extend to the right to approve any business combination, sale of all or
substantially all of the assets or shares of the Debtor or similar transactions
in which the value of the Collateral may be adversely affected or the control of
the Debtor may be changed.

         8. Registration Rights. The Guaranty Shares are subject to certain
registration rights as set forth in the Registration Rights Agreement of even
date herewith between the Debtor and the Secured Party as set forth in this
Section 8. During the term of this Agreement, the Debtor may not file any
registration statement with the Securities and Exchange Commission
("Commission") (other than registration statements filed on Form S-8 or Form
S-4, each as promulgated under the Securities Act of 1933, as amended, pursuant
to which the Debtor is registering securities pursuant to an employee benefit
plan or pursuant to a merger, acquisition or similar transaction, including
supplements thereto, but not additionally filed registration statements in
respect of such securities) at any time when there is not an effective
registration statement covering the resale of the Guaranty Shares and naming the
Secured Party as a selling stockholder thereunder, unless the Debtor provides
the Secured Party with not less than 20 days written notice of its intention to
file such registration statement and provides the Secured Party the option to
include any or all of the applicable Guaranty Shares therein. The piggyback
registration rights granted to the Secured Party pursuant to this Section shall
continue until all of the Guaranty Shares have been sold in accordance with an
effective registration statement or upon the expiration of this Agreement. In
addition, in the event of a default under this Agreement by Debtor, the Secured
Party may demand registration of the Guaranty Shares under any available and
applicable registration statement. The Debtor will pay all registration expenses
in connection therewith.

         9. Warrants and Options. In the event that, during the term of this
Agreement, subscription warrants, dividends, or any other rights or options
shall be issued in connection with the Collateral, such warrants, dividends,
rights and options shall be immediately delivered to Secured Party to be held
under the terms hereof in the same manner as the Collateral.

         10. Preservation of the Value of the Collateral and Reimbursement of
Secured Party. Debtor shall pay all taxes, charges, and assessments against the
Collateral and do all acts necessary to preserve and maintain the value thereof.
On failure of Debtor so to do, Secured Party may make such payments on account
thereof as (in Secured Party's discretion) is deemed desirable, and Debtor shall
reimburse Secured Party immediately on demand for any and all such payments
expended by Secured Party in enforcing, collecting, and exercising its remedies
hereunder. If at any time during the term hereof, Secured Party considers the
value of the Collateral to be less than the amounts due and owing under the
Secured Obligations and all other amounts secured hereby, the Debtor will, at
the request of Secured Party, surrender additional shares of Common Stock with


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<PAGE>

an aggregate market value sufficient to cover the outstanding amounts and pledge
the same to Secured Party as additional Collateral for the obligations secured
hereby.

         11.      Default and Remedies.

                  (a)      For purposes of this Agreement, "Event of Default"
                           shall mean

                            (i)     default  in or under  any of the  Secured
                                    Obligations  after  the  expiration, without
                                    cure, of any applicable cure period; and

                           (ii)     a breach by  Debtor of any of its
                                    representations,  warranties,  covenants  or
                                    agreements in this Agreement.

                  (b)      During the term of this Agreement, the Secured Party
                           shall have the following rights after any Event of
                           Default and for so long as the Secured Obligations
                           are not satisfied in full:

                           (i)      the rights and remedies  provided by the
                                    Uniform  Commercial Code as adopted by
                                    the State of Utah (as said law may at any
                                    time be amended);

                           (ii)     the  right  to  receive   and  retain  all
                                    dividends, payments and other distributions
                                    of any kind upon any or all of the Guarantee
                                    Shares  or other Collateral;

                           (iii)    the right to cause any or all of the
                                    Guarantee Shares or other Collateral to be
                                    transferred to its own name and have such
                                    transfer recorded in any place or places
                                    deemed appropriate by Secured Party; and

                           (iv)     the right to sell,  at a public or private
                                    sale,  the  Collateral  or any part
                                    thereof  for cash,  upon  credit or for
                                    future  delivery,  and at such price or
                                    prices  in  accordance  with the  Uniform
                                    Commercial  Code (as such law may be
                                    amended from time to time).  Upon any such
                                    sale,  Secured  Party shall have the  right
                                    to deliver,  assign and transfer to the
                                    purchaser  thereof the Collateral so sold.
                                    In case of any sale of all or any part of
                                    the  Collateral  upon terms calling for
                                    payments in the future,  any  Collateral so
                                    sold may be retained by Secured  Party until
                                    the selling price is paid by the  purchaser
                                    thereof, but Secured  Party  shall  incur no
                                    liability in the case of the failure of such
                                    purchaser  to take up and pay for the
                                    Collateral  so sold and,  in the case of
                                    such  failure,  such  Collateral  may again
                                    be sold upon like  notice.  Secured  Party,
                                    however,  instead of exercising the power of
                                    sale herein conferred upon  it,  may proceed
                                    by a suit or  suits at law or in  equity  to
                                    foreclose the security interest and sell the
                                    Collateral, or any portion thereof, under a
                                    judgment or decree of a court or courts of
                                    competent jurisdiction, the Debtor having
                                    been given due notice of all such action.
                                    Secured  Party shall incur no liability  as
                                    a result of a sale of the  Collateral  or
                                    any part thereof. All proceeds of any  such
                                    sale,  after  deducting  the  reasonable
                                    expenses  and reasonable  attorneys  fees
                                    incurred in connection with such sale, shall
                                    be applied in  reduction of the Secured
                                    Obligations  and the  remainder,  if any,
                                    shall be paid to Debtor.


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<PAGE>


         12.      Waiver.  Debtor  waives any right that it may have to require
Secured Party to proceed against any other person, or proceed against or exhaust
any other security, or pursue any other remedy Secured Party may have.

         13. Term of Agreement. This Agreement shall continue in full force and
effect until the Secured Obligations shall have been paid in full and the
security interests are thereby released. Upon termination of this Agreement, the
Collateral shall be returned within five (5) Business Days to Guarantors or
counsel for the Company.

         14.      General Provisions.

                  14.1     Binding Agreement.  This Agreement shall be binding
upon and  shall  inure to the  benefit  of the  successors  and  assigns  of the
respective parties hereto.

                  14.2 Captions. The headings used in this Agreement are
inserted for reference purposes only and shall not be deemed to define, limit,
extend, describe, or affect in any way the meaning, scope or interpretation of
any of the terms or provisions of this Agreement or the intent hereof.

                  14.3 Counterparts. This Agreement may be signed in any number
of counterparts with the same effect as if the signatures upon any counterpart
were upon the same instrument. All signed counterparts shall be deemed to be one
original.

                  14.4 Further Assurances. The parties hereto agree that, from
time to time upon the written request of any party hereto, they will execute and
deliver such further documents and do such other acts and things as such party
may reasonably request in order fully to effect the purposes of this Agreement.

                  14.5 Waiver of Breach. Any waiver by either party of any
breach of any kind or character whatsoever by the other, whether such be direct
or implied, shall not be construed as a continuing waiver of or consent to any
subsequent breach of this Agreement.

                  14.6 Cumulative Remedies. The rights and remedies of the
parties hereto shall be construed cumulatively, and none of such rights and
remedies shall be exclusive of, or in lieu or limitation of any other right,
remedy, or priority allowed by applicable law.

                  14.7     Amendment.  This  Agreement  may be modified  only in
a written  document  that  refers to this  Agreement  and is executed by Secured
Party and by Guarantors.

                  14.8     Interpretation.   This  Agreement   shall  be
interpreted,  construed,  and enforced  according to the substantive laws of the
State of Utah.

                  14.9 Attorneys' Fees. In the event any action or proceeding is
brought by either party to enforce the provisions of this Agreement, the
prevailing party in such action shall be entitled to recover its costs and
reasonable attorneys' fees, whether such sums are expended with or without suit,
at trial, or on appeal.

                  14.10 Notice. Any notice or other communication required or
permitted to be given hereunder shall be effective upon receipt. Such notices
may be sent (i) in the United States mail, postage prepaid and certified, (ii)
by express courier with receipt, (iii) by facsimile transmission, with a copy
subsequently delivered as in (i) or (ii) above. Any such notice shall be
addressed or transmitted as follows:


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<PAGE>


         If to Debtor:     To the address in the first paragraph of this
                           Agreement.

         If to Secured Party:

                                    Durham Jones & Pinegar, P.C.
                                    Paul M. Durham, President
                                    Suite 900, Broadway Centre
                                    111 East Broadway
                                    Salt Lake City, Utah  84111

or such other address as may be designated in writing hereafter, in the same
manner, by such person.

                  14.11 Acknowledgement by Debtor. In the event that any
provision of the promissory note or this Agreement as applied to any party or
circumstances shall be adjudged by a court to be invalid or unenforceable,
Debtor acknowledges and agrees that this Agreement shall remain valid and
enforceable in all respects against it.

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day, month and year first above written.

         SECURED PARTY:

         DURHAM JONES & PINEGAR, P.C.


         By:      /s/ KR Pinegar
              ---------------------------------------
         Its:     Vice President
              ---------------------------------------


         DEBTOR:

         NEBO PRODUCTS, INC.


         By:      /s/ Scott Holmes
             ----------------------------------------

         Its:     /s/ President
              ---------------------------------------