NONNEGOTIABLE
                                 PROMISSORY NOTE


$122,000 United States                 Issued:  January 5, 2003
Principle Amount                       Maturity Date:  January 5, 2004


FOR VALUE RECEIVED, American Millennium Corporation, Inc., a New Mexico
corporation ("Maker"), hereby promises to pay to Missouri Cardiovascular
Specialists Profit Sharing Plan FBO Jerry D. Kennett (the "Payee"), the
principle amount ("Principal Amount") of One Hundred Twenty Two Thousand Dollars
($122,000) together with interest thereon calculated in US Dollars at the rate
of Twelve percent (12%) per annum ("Interest"), according to the following terms
and conditions. This instrument is not negotiable or assignable by Payee except
to a Permitted Transferee as defined below. All references to currency herein
refer to United States Dollars.

1.       Interest and Payment Schedule

All unpaid portions of the Principal Amount and accrued and unpaid Interest
remaining on this Note shall be due and payable on December 5, 2003 (the
"Maturity Date). The Principal Amount and Interest payable hereunder shall be
paid in lawful money to Payee at such place as Payee may designate in writing.

2.       Prepayment

The Maker shall be entitled at any time to prepay any or all of the Principal
Amount and accrued and unpaid Interest owed hereunder without penalty upon five
(5) days written notice to Payee. Any prepayment shall be credited first to
accrued Interest and then to the aggregate unpaid Principal Amount. Interest
shall thereupon cease to accrue upon the Principal Amount so paid.

3.       Default

For purposes of this Note, a "default" shall be deemed to have occurred upon any
of the following events:

(a) A failure by Maker to pay any principal or interest owing under this Note
when due on the Maturity Date which shall not have been cured within thirty (30)
days of receipt of a notice from Payee specifying the alleged Default or
failure; or

(b) Maker shall make an assignment for the benefit of creditors, or a receiver
of Maker's property shall be appointed, or a petition in bankruptcy or for the
reorganization under any Chapter of any United States Federal or State
Bankruptcy Act or other similar proceeding under law for relief of debtors shall
be filed by or against Maker, or if any lien of attachment, execution, lien, or
claim of lien be placed against all or any portion of the assets of the Maker
and is not cleared from the record or reasonably bonded against within ninety
(90) days after it has been filed

Provided, however, that no delay or omission on the part of Payee in exercising
any right hereunder shall operate as a waiver of such right or of any right
under this Note. A waiver on any one occasion shall not be construed as a bar to
or waiver of any right or remedy on any future occasion. Except as set forth in
this Section 3, Maker hereby expressly waives any presentment, demand, protest,
notice of protest or other notice of any kind and hereby expressly waives and
covenants not to assert any appraisement, stay, extension, redemption or similar
laws, now or at any time hereafter, enforce, which might delay, prevent or
otherwise impeded the enforcement of this Note.

4.       Remedies

Upon the occurrence of a Default and unless such Default shall have been cured
in accordance with the terms of this Note, the Payee may declare the entire
unpaid Principal Amount, and all Interest accrued thereon, immediately due and
payable in addition to any other remedies it may have a right to assert with
respect to this Note. The exercise of one or more of such rights or remedies
shall not impair Payee's right to exercise any other right or remedy at law or
in equity. Notwithstanding the occurrence of a Default or the Payee's exercise
of any of its rights or remedies hereunder, until such time as Payee receives
payment in full of all amounts due hereunder, Interest will continue to accrue
on the Principal Amount at the Interest rate charged hereunder.

5.       Assignment

The rights and obligations of the parties hereunder shall not be assignable by
either party without the consent of the other except Payee may assign its rights
to a Permitted Transferee. For purposes hereof, a Permitted Transferee shall be
a corporation, partnership or other entity, which is a successor by merger,
reorganization, consolidation or similar corporate transaction or in the case of
the dissolution or liquidation of the Payee, the successor to the Payee or the
previous Permitted Transferee the same by will, the laws of intestate succession
or the corporate laws of the State of California. To the extent such assignments
are allowed, the provisions of this Note shall be binding upon and inure to the
benefit of the parties hereto and their respective designees, heirs, legal
representatives, successors and assigns, to the extent provided herein.

6.       Costs

Maker shall pay, on demand, any and all costs and expenses, including reasonable
attorneys' fees, incurred by Payee in connection with a Default and the
collection of any portion of the Principal Amount and Interest accrued thereon.

7.       Offset

The amounts due under this Note are not subject to reduction or offset for any
claims of Maker or its successors or assigns against Payee or any third party.

8.       No Continuing Waiver

The waiver of a Default shall not constitute a continuing waiver or a waiver of
any subsequent Default. Maker hereby waives presentment, demand, dishonor and
notice of nonpayment.

9.       Notice

All notices, requests, consents and other communications which may be desired or
required hereunder shall be in writing, and shall be deemed to have been duly
given on the date of delivery if delivered in person to the party named below,
or three (3) days after mailing if deposited in the United States mail, first
class, registered or certified mail, return receipt requested, with postage
prepaid, addressed as follows:

If to Maker:                               If to Payee:
-----------                                -----------
American Millennium Corporation, Inc.      Missouri Cardiovascular Specialists
                                           Profit Sharing Plan
110 North Rubey Drive, Suite 100A          FBO Jerry D. Kennett
Golden, Colorado 80403 USA                 Boone County National Bank
Attention: Garrett Thomas                  Trust Department
                                           PO Box 577
                                           Columbia, MO 65202
                                           Attention: Faye Johnson

10.      Severability

If any provision of this Note or the application thereof to any person or
circumstance shall be held invalid or unenforceable to any extent, the remainder
of this Note and the application of any such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.

11.      Interpretation of Document

The parties hereto acknowledge and agree that this Note has been negotiated at
arms length and between parties equally sophisticated and knowledgeable in the
matters dealt with in this Note. Each party has had access to counsel of their
selection. Accordingly, any rule of law, court decision or other legal precedent
that would require interpretation of any ambiguities in this Note against the
party that has drafted it is not applicable and is waived.

12.      Governing Law and Venue

This Note and the rights and obligations of the parties hereunder and the
persons subject hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of California, without giving effect to
the choice of law principles thereof. Each party agrees that any preceding
relating to this Note shall be brought in a state or federal court in San Diego
County, California, USA and each party consents to personal jurisdiction in any
such action brought in any such court.



American Millennium Corporation, Inc.


/s/ Ronald J. Corsentino
----------------------------
Ronald J. Corsentino
Controller and CFO