Exhibit 10.2



$150,000.00(U.S.)                                     Dated:  September 29, 2001

                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, Rubicon Medical Corporation, a Delaware corporation
("Maker"),  promises  to pay to E.B.  Berger,  Inc.  ("Holder"),  or order,  one
hundred fifty thousand dollars ($150,000.00).

         1. Payments.  The principal on the obligation  represented hereby shall
be repaid in full on or before January 31, 2003:

         2. Interest.  The  obligation  shall bear seven and one half percent (7
1/2%) simple interest and be due and payable on January 31, 2003.

         3. Type and place of Payments.  Payment of principal and interest shall
be made in lawful  money of the  United  States of  America  to the above  named
Holder at its offices in Salt Lake City, Utah, or order.

         4. Prepayment. Advance payment or payments may be made on the principal
and interest,  without penalty or forfeiture.  There shall be no penalty for any
prepayment.

         5. Default. Upon the occurrence or during the continuance of any one or
more of the events hereinafter enumerated, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such event, 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  become  and  shall  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 the payment of the  principal  and interest of this
         Note or any portion thereof when the same shall become due and payable,
         whether at maturity as herein expressed, by acceleration, or otherwise,
         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 any act of Congress relating
         to bankruptcy or to any act  purporting  to be amendatory  thereof,  or
         shall be  adjudicated  bankrupt,  or shall make an  assignment  for the
         benefit of creditors,  or shall apply for or consent to the appointment
         of any  receiver  or trustee  for Maker,  or of all or any  substantial
         portion of its property, or Maker shall make an assignment to any agent
         authorized to liquidate any substantial part of its assets; or

              (c) An order  shall be  entered  pursuant  to any act of  Congress
         relating  to  bankruptcy  or to any  act  purporting  to be  amendatory
         thereof approving an involuntary petition seeking reorganization of the
         Maker,  or an  order  of any  court  shall be  entered  appointing  any
         receiver or trustee of or for Maker,  or any receiver or trustee of all
         or any  substantial  portion  of the  property  of Maker,  or a writ or
         warrant of  attachment  or any similar  process  shall be issued by any
         court against all or any substantial  portion of the property of Maker,

                                       1
<PAGE>

         and  such  order  approving  a  petition  seeking   reorganization   or
         appointing  a receiver  or trustee  is not  vacated or stayed,  or such
         writ,  warrant of  attachment,  or similar  process is not  released or
         bonded within 60 days after its entry or levy.

         6.  Attorneys'  Fees.  If this  Note is  placed  with an  attorney  for
collection, or if suit be instituted for collection, herein, then in such event,
the  undersigned  agrees to pay reasonable  attorneys'  fees,  costs,  and other
expenses incurred by holder in so doing.

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




                                                  Rubicon Medical Corporation



                                                  By:______/s/__________________
                                                     A Duly Authorized Officer



                                       2
<PAGE>