<PAGE>
EXHIBIT NO. 10.5

  $2,500.00                                           Date:   August 1, 2001

                             PROMISSORY NOTE

     WHEREAS, As of July 31, 2001, Cliff Halling  ("Maker"), an
officer/director/shareholder/employee of Wrap-N-Roll USA, Inc., had been
advanced a total of two thousand five hundred  dollars and no cents
($2,500.00) by Wrap-N-Roll USA, Inc. ("Holder").

     NOW THEREFORE, FOR VALUE RECEIVED, The undersigned, jointly and severally
("Maker"), promises to pay to Wrap-N-Roll USA, Inc. ("Holder"), a Nevada
corporation, the principal sum of two thousand-five hundred dollars and no
cents ($2,500.00), together with interest thereon from August 1, 2001 at the
rate of seven percent (7%) per annum on the unpaid principal.

1.   Payments.  The principal amount of $2,500.00 and interest on the
     principal obligation represented hereby shall be repaid upon demand by
     Holder.

2.   Type and Place of Payments.  Payments of principal and interest shall be
     made in lawful money of the United States of America to the above-named
     Holder and mailed to 1056 East Platinum Way, Sandy, Utah 84094.

3.   Penalty.  Maker shall pay a penalty equal to one percent (1%) of the
     current unpaid principal balance due for each month any payment  is past
     due.  Advance payment or payments may be made on the principal or
     interest, without penalty or forfeiture.  There shall be no penalty for
     any prepayment.

4.   Default.  Upon the occurrence or during the continuance of any one or
     more of the events listed below, Holder may, by notice in writing to the
     Maker, declare the unpaid balance of the principal and interest on the
     Note to be immediately due and payable, and the principal and interest
     shall then be immediately due and payable without presentation, demand,
     protest, notice of protest, or other notice of dishonor, all of which
     are hereby expressly waived by Maker, such events being as follows:

          (a)  Default in any portion of the payment of the principal and
               interest of this Note when the same shall become due and
               payable, unless cured within five (5) days after notice
               thereof by Holder or the holder of such Note to Maker.
          (b)  Maker shall file a voluntary petition in bankruptcy or a
               voluntary petition seeking reorganization, or shall file an
               answer admitting the jurisdiction of the court and any
               material allegations of an involuntary petition filed
               pursuant to bankruptcy or any form of insolvency, or Maker
               shall make an assignment to an agent authorized to liquidate
               any part of its assets; or
          (c)  Death of Maker.  In the event of Death of Maker, such notice
               of default shall be made to the trustee of Maker's estate.

5.   Attorneys' Fees.  Maker shall be responsible to Holder for any costs
     incurred by Holder in collecting on the obligation herein including
     reasonable attorney's fees.

6.   Construction.  This Note shall be governed by and construed in
     accordance with the laws of Utah.

Cliff Halling ("Maker")

 /S/ CLIFF HALLING
________________________________

                                             Approved By:

                                             Wrap-N-Roll USA, Inc. ("Holder")

                                               /S/ CLIFF HALLING
                                             ________________________________
                                             Cliff Halling, President


                                       E-7