F
i r s t   A m e n d e d   a n d   R e s t a t e
d


P
r o m i s s o r y   N o t e





$30,000.00                                                                                                                            
January 1, 2008





FOR VALUE RECEIVED, Park-Premier Mining
Company, a Utah Corporation (“Borrower”), promises to pay to the order of Robert
W. Dunlap, or his assigns (“Lender”), at 32391 Horseshoe Drive, Evergreen,
Colorado 80439, or at such other place as the holder or holders hereof may from
time to time designate in writing, in lawful money of the United States of
America,  the principal sum of Thirty Thousand and no/100 Dollars
($30,000.00) (“Principal Balance”), together with interest on the Principal
Balance outstanding from time to time from January 1, 2007, to and including the
Maturity Date, at the rate hereinafter specified, on the unpaid Principal
Balance outstanding from time to time as disbursed in accordance with the terms
and conditions of a  Loan Agreement of even date herewith between
Borrower and Lender (the  “Loan Agreement”). This instrument amends,
restates and replaces in full the Promissory Note by Maker dated January 11,
2007 in the face amount of $30,000.00.








1.  Interest Rate.  The
Principal Balance shall bear interest at the rate of twelve percent (12%) per
annum (the “Applicable Interest Rate”).





2.  Payment.  The
outstanding Principal Balance and all unpaid, accrued interest thereon, shall be
due and payable on demand by Lender (“Maturity Date”).  Unless
otherwise agreed or required by applicable law, payments will be applied first
to accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs. The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.





3.  Late Payments.  If
any payment of the Principal Balance or interest on this Note or other sum due
hereunder or under the Other Loan Documents (defined below) is not paid within
fifteen (15) days of when due, the Applicable Interest Rate shall increase to
the greater of: (a) six percent (6%) in excess of the “prime rate” announced in
the Western Edition of the Wall Street Journal under “Money Rates,” as it may
change from time to time, and (b) the then Applicable Interest Rate (the
“Default Rate”).





4.  Pre Payment. Borrower agrees
that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment (whether
voluntary or as a result of default), except as otherwise required by
law.  Except for the foregoing, Borrower may pay without penalty all
or a portion of the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation
to continue to make payments as required in this Promissory Note. Rather, early
payments will reduce the Principal Balance due.  Borrower agrees not
to send Lender payments marked “paid in full,” “without recourse,” or similar
language.  If Borrower sends such a payment, Lender may accept it
without losing any of Lender’s rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender.





5.  Interest after Default. Upon
default, including failure to pay upon final maturity, Lender, at its option,
may, if permitted under applicable law, increase the Applicable Interest Rate on
this Note the Default Rate.  The Default Rate will not exceed the
maximum rate permitted by applicable law.  Notwithstanding any
provision contained herein to the contrary, or in any instrument securing or
referring to this Note, the total liability of the Borrower for payments in the
nature of interest hereunder or thereunder shall not exceed interest at the
maximum rate permitted




Page 1 of
4


by the
laws of the State of Utah, if any, and any amount paid as interest in excess of
said maximum rate shall not be deemed to be a payment of interest, but shall be
applied to the reduction of the Principal Balance owing hereunder or, at
Lender’s option, be refunded to the Borrower.





6.  Security.  This Note
may at Lender’s option be secured by a first Deed of Trust and Security
Agreement (herein called the First Deed of Trust) encumbering certain real
property identified in the First Deed of Trust.  This Note may also at
Lender’s option be secured by the following instruments, together with all other
documents (collectively referred to herein as the Other Loan Documents):
Assignment of Leases and Rents, Security Agreement,  UCC-1 Financing
Statement, Environmental Indemnity Agreement,   Loan Agreement,
Collateral Assignment of Agreements, Licenses and Permits, and any other
collateral documents deemed necessary or advisable by Lender in his sole
discretion, each in form satisfactory to Lender, duly executed by
Borrower.





7.  Default.Each of the following
shall constitute an event of default (Event of Default) under this
Note:





a.  Payment
Default.  Borrower fails to make any payment when due under
this Note.





b.  Other
Defaults.  Borrower fails to comply with or to perform any
other term, obligation, covenant or condition contained in this Note, the Loan
Agreement, or in any of the related documents, or to comply with or to perform
any term, obligation, covenant or condition contained in any other agreement or
promissory note between Lender and Borrower.





c.  Default in Favor of
Third Parties. Borrower or any Grantor defaults under any loan, extension
of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect
any of Borrower’s property or Borrower’s ability to repay this Note or perform
Borrower’s obligations under this Note or any of the related
documents.





d.  False
Statements.  Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Note or the
related documents is false or misleading in any material respect, either now or
at the time made or furnished or becomes false or misleading at any time
thereafter.





e.  Death or Insolvency.
The dissolution of Borrower (regardless of whether election to continue is
made), any member withdraws from Borrower, or any other termination of
Borrower’s existence as a going business or the death of any member, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.





f.  Creditor or Forfeiture
Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan.  This includes a garnishment of any
of Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as
to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.





g.  Events Affecting
Guarantor.  Any of the preceding events occurs with respect to
any Guarantor of any of the indebtedness or any Guarantor dies or becomes
incompetent, or revokes or






disputes
the validity of, or liability under, any guaranty of the indebtedness evidenced
by this Note. In the event of a death, Lender, at its option, may, but shall not
be required to, permit the Guarantor’s estate to assume unconditionally the
obligations arising under the guaranty in a manner satisfactory to Lender, and,
in doing so, cure any Event of Default.





h.  Adverse
Change.  A material adverse change occurs in Borrower’s
financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.





i.  Insecurity.  Lender
in good faith believes itself insecure.





j.  Cure
Provisions.  If any default, other than a default in payment,
is curable and if Borrower has not been given a notice of a breach of the same
provision of this Note within the preceding twelve (12) months, it may be cured
(and no event of default will have occurred) if Borrower, after receiving
written notice from Lender demanding cure of such default: (1) cures the default
within twenty (20) days; or (2) if the cure requires more than twenty (20) days,
immediately initiates steps which Lender deems in Lender’s sole discretion to be
sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.





8.  Attorney’s Fees -
Expenses.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that
amount.  This includes, subject to any limits under applicable law,
Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a
lawsuit, including without limitation all attorneys’ fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals.  If not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other sums provided
by law.





9.  Jury Waiver.BORROWER AND LENDER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THE LOAN EVIDENCED BY THIS
NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE DEED OF TRUST
OR THE OTHER LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF BORROWER OR
LENDER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER’S MAKING
OF THE LOAN EVIDENCED BY THIS NOTE AND SECURED BY THE DEED OF TRUST AND THE
OTHER LOAN DOCUMENTS.





10.  Governing Law.  This
Note will be governed by, construed and enforced in accordance the laws of the
State of Utah without application of its conflict or choice of law principles.
This Note has been accepted by Lender in the State of Utah.





11.  Financial
Statements.  Borrower hereby agrees to provide to the Lender
annual Business Financial Statements and Income Tax Returns as long as there are
any loans outstanding to Lender.





12.  Successor
Interests.  The terms of this Note shall be binding upon
Borrower, and upon Borrower’s successors and assigns, and shall inure to the
benefit of Lender and his successors and assigns.





13.  General
Provisions.  Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them.  Each
Borrower, if more than one, understands and agrees that, with or without notice
to Borrower, Lender may with respect to any other Borrower (a) make one or
more additional secured or unsecured loans or otherwise extend additional
credit; (b) alter, compromise, renew, extend, accelerate, or otherwise
change one or more times the time for payment or other terms of any
indebtedness, including increases and decreases of the rate of interest




Page 3 of
4


on the
indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not
to perfect, and release any security, with or without the substitution of new
collateral; (d) apply such security and direct the order or manner of sale
thereof, including without limitation, any non-judicial sale permitted by the
terms of the controlling security agreements, as Lender in its discretion may
determine; (e) release, substitute, agree not to sue, or deal with any one
or more of Borrower’s sureties, endorsers, or other guarantors on any terms or
in any manner Lender may choose; and (f) determine how, when and what
application of payments and credits shall be made on any other indebtedness
owing by such other Borrower.  Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor.  Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from
liability.  All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone.  All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is
made.  The obligations under this Note are joint and
several.





BORROWER:





Park-Premier
Mining Company











By:/s/ Jeff
Lee


Jeff
Lee, Vice President