Exhibit 10.1

PROMISSORY NOTE

|$12,500 |  | Dated: April 30, 2003
|------- |  | ---------------------

1.Principal.FOR VALUE RECEIVED, Nucotec, Inc., a Nevada
corporation ("Maker"), promises to pay to the order of Earl T. Shannon ("Holder"), at the address of
Holder known to Maker or at such other place as Holder may from time to time designate in writing, the principal sum of twelve thousand five hundred dollars ($12,500) (the
"Obligation"), which represents the principal amount to be advanced by Holder to Maker.

2.Interest.Interest on the unpaid principal amount of the Obligation outstanding from time to time shall
accrue at the annualized rate of ten percent (10%). Computations of interest shall be made on the basis of a 365 day year, and the actual number of days elapsed.

3.Payments.Maker shall pay to Holder the Obligation in the following manner:



4.Transaction.This Note is the promissory note issued by Maker to Holder to evidence a loan.

5.Prepayment.Maker shall be entitled to prepay this Note prior to the Maturity Date without premium or
penalty.

6.Applications of Payments.Payments received by Holder pursuant to the terms hereof shall be applied in the
following manner: first, to the payment of all expenses, charges, late payment fees, costs and fees incurred by or payable to Holder and for which Maker is obligated pursuant to the terms of this
Note, second, to the payment of all interest accrued to the date of such payment; and third, to the payment of principal.

7.Events of Default.The occurrence of any of the following events shall constitute an Event of Default
hereunder



1

---



8.Remedies; Late Payment Penalty.Upon the occurrence of an Event of Default and without demand or notice,
Holder may declare the principal amount then outstanding of, and the accrued interest on, the Obligation of Maker to be forthwith due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Maker and Maker may exercise all rights and remedies available to it under
the Agreement or any succeeding agreement).

9.Waiver.Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and
nonpayment of this Note and expressly agrees that, without in any way affecting the liability of Maker hereunder, Holder may extend any maturity date or the time for payment of any installment due
hereunder, accept security, release any party liable hereunder and release any security now or hereafter securing this Note. Maker further waives, to the full extent permitted by law, the right to
plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security agreement, lease assignment, guaranty or other agreement now or hereafter securing
this Note.

10.Attorneys' Fees; Costs.Maker agrees to pay to Holder all costs and expenses including attorneys' fees and
costs, incurred by Holder in connection with the negotiation, preparation or execution of the loan and this Note. If this Note is not paid when due or if any Event of Default occurs, Maker promises to
pay all costs of enforcement and collection, including but not limited to, Holder's attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof.

11.Severability.Every provision of this Note is intended to be severable. In the event any term or provision
hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions
hereof, which terms and provisions shall remain binding and enforceable.

12.Interest Rate Limitation.Holder and Maker stipulate and agree that none of the terms and provisions
contained herein or in the Agreement shall ever be construed to create a contract for use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest
rate permitted to be charged by the laws of the State of California. In such event, if any Holder of this Note shall collect monies which are deemed to constitute interest which would otherwise
increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of Nevada, all such sums deemed to constitute interest in
excess of

2

---

such
maximum rate shall, at the option of Holder, be credited to the payment of the sums due hereunder or returned to Maker.

13.Number and Gender.In this Note the singular shall include the plural and the masculine shall include the
feminine and neuter gender, and vice versa, if the context so requires.

14.Headings.Headings at the beginning of each numbered paragraph of this Note are intended solely for
convenience and are not to be deemed or construed to be a part of this Note.

15.Choice of Law.This Note shall be governed by and construed in accordance with the laws of the State of
California. Any action to enforce this Note shall be brought in state or federal courts located in Orange County, California.

16.Miscellaneous.



3

---



IN
WITNESS WHEREOF, Maker has caused this Note to be duly executed and delivered as of the day and year and at the place first above written.

| |  | MAKER:                                                         
| |  | ---------------------------------------------------------------
| |  | Nucotec, Inc.,
a Nevada corporation                            
| |  |                                                                
| |  | /s/EARL T. SHANNONBY: Earl T. Shannon
ITS: President           
| |  | CERTIFIED AS AUTHORIZED BY BOARD OF DIRECTORS OF NUCOTEC, INC.:
| |  |                                                                
| |  | /s/STEVEN W. HUDSONBY: Steven W. Hudson
ITS: Secretary         
| |  | HOLDER:                                                        
| |  | Earl T. Shannon                                                
| |  |                                                                
| |  | /s/EARL T. SHANNONEarl T. Shannon, an individual               

4

---

PROMISSORY NOTE

|$12,500 |  | Dated: April 30, 2003
|------- |  | ---------------------

1.Principal.FOR VALUE RECEIVED, Nucotec, Inc., a Nevada
corporation ("Maker"), promises to pay to the order of Steven W. Hudson ("Holder"), at the address of
Holder known to Maker or at such other place as Holder may from time to time designate in writing, the principal sum of twelve thousand five hundred dollars ($12,500) (the
"Obligation"), which represents the principal amount to be advanced by Holder to Maker.

2.Interest.Interest on the unpaid principal amount of the Obligation outstanding from time to time shall
accrue at the annualized rate of ten percent (10%). Computations of interest shall be made on the basis of a 365 day year, and the actual number of days elapsed.

3.Payments.Maker shall pay to Holder the Obligation in the following manner:



4.Transaction.This Note is the promissory note issued by Maker to Holder to evidence a loan.

5.Prepayment.Maker shall be entitled to prepay this Note prior to the Maturity Date without premium or
penalty.

6.Applications of Payments.Payments received by Holder pursuant to the terms hereof shall be applied in the
following manner: first, to the payment of all expenses, charges, late payment fees, costs and fees incurred by or payable to Holder and for which Maker is obligated pursuant to the terms of this
Note, second, to the payment of all interest accrued to the date of such payment; and third, to the payment of principal.

7.Events of Default.The occurrence of any of the following events shall constitute an Event of Default
hereunder



5

---



8.Remedies; Late Payment Penalty.Upon the occurrence of an Event of Default and without demand or notice,
Holder may declare the principal amount then outstanding of, and the accrued interest on, the Obligation of Maker to be forthwith due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest or other formalities of any kind, all of which
are hereby expressly waived by Maker and Maker may exercise all rights and remedies available to it under the Agreement or any succeeding agreement).

9.Waiver.Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and
nonpayment of this Note and expressly agrees that, without in any way affecting the liability of Maker hereunder, Holder may extend any maturity date or the time for payment of any installment due
hereunder, accept security, release any party liable hereunder and release any security now or hereafter securing this Note. Maker further waives, to the full extent permitted by law, the right to
plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security agreement, lease assignment, guaranty or other agreement now or hereafter securing
this Note.

10.Attorneys' Fees; Costs.Maker agrees to pay to Holder all costs and expenses including attorneys' fees and
costs, incurred by Holder in connection with the negotiation, preparation or execution of the loan and this Note. If this Note is not paid when due or if any Event of Default occurs, Maker promises to
pay all costs of enforcement and collection, including but not limited to, Holder's attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof.

11.Severability.Every provision of this Note is intended to be severable. In the event any term or provision
hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions
hereof, which terms and provisions shall remain binding and enforceable.

12.Interest Rate Limitation.Holder and Maker stipulate and agree that none of the terms and provisions
contained herein or in the Agreement shall ever be construed to create a contract for use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest
rate permitted to be charged by the laws of the State of California. In such event, if any Holder of this Note shall collect monies which are deemed to constitute interest which would otherwise
increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of Nevada, all such sums deemed to constitute interest in
excess of such maximum rate shall, at the option of Holder, be credited to the payment of the sums due hereunder or returned to Maker.

6

---

13.Number and Gender.In this Note the singular shall include the plural and the masculine shall include the
feminine and neuter gender, and vice versa, if the context so requires.

14.Headings.Headings at the beginning of each numbered paragraph of this Note are intended solely for
convenience and are not to be deemed or construed to be a part of this Note.

15.Choice of Law.This Note shall be governed by and construed in accordance with the laws of the State of
California. Any action to enforce this Note shall be brought in state or federal courts located in Orange County, California.

16.Miscellaneous.



7

---



IN
WITNESS WHEREOF, Maker has caused this Note to be duly executed and delivered as of the day and year and at the place first above written.

| |  | MAKER:                                                         
| |  | ---------------------------------------------------------------
| |  | Nucotec, Inc.,
a Nevada corporation                            
| |  |                                                                
| |  | /s/EARL T. SHANNONBY: Earl T. Shannon
ITS: President           
| |  | CERTIFIED AS AUTHORIZED BY BOARD OF DIRECTORS OF NUCOTEC, INC.:
| |  |                                                                
| |  | /s/STEVEN W. HUDSONBY: Steven W. Hudson
ITS: Secretary         
| |  | HOLDER:                                                        
| |  | Earl T. Shannon                                                
| |  |                                                                
| |  | /s/EARL T. SHANNONEarl T. Shannon, an individual               

8

---

QuickLinks