CONVERTIBLE
      PROMISSORY NOTE





$50,350.90                                                                                                        Denver,
      Colorado


January
      1,
      2004





FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation (the “Maker”), herby promises to pay to the order of
      Affiliated Mining Company (the “Holder”), the principal sum of Fifty Thousand
      Three Hundred Fifty and 90/100 US Dollars ($50,350.90), together with interest
      on the unpaid balance at the rate of Twelve Percent (12%) per annum, on or
      before January 1, 2007, subject to conversion as described
      below.  Accrued interest will be added to the principal of the note on
      each annual anniversary date if not paid.




This Note may be converted into shares of Maker’s common stock at the conversion
      price of $.10 per share or such other conversion as the board of directors
      may
      deem appropriate, not in excess of $.10 per share, until the due date hereof,
      at
      the Holder’s option.





This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.





In
      case the Note shall not be paid in
      full whenever it shall become due, the Maker agrees to pay all costs and
      expenses of collection including reasonable attorney’s fees, not to exceed 15%
      of the unpaid balance.





All
      rights and obligations hereunder
      shall be governed by the laws of the State of Colorado.  If any part
      of the assets or capital stock of maker is sold or transferred without Holder's
      prior written
      consent, except sales and transfers in the ordinary course of business and
      except transfers by devise, descent or by operation of law upon the death of
      a
      joint tenant:  (1) Holder may, at Holder’s option, declare all the
      sums due under this Note to be immediately due and payable, and (2) if the
      sale
      or transfer involves substantially all of the assets of Maker, the transferee
      shall be deemed to have assumed all of the obligations of Maker under this
      Note.





This
      Note is unsecured.





IN
      WITNESS WHEREOF, the Maker has
      signed his Note effective as of the date first above written.





PARK-PREMIER
      MINING
      COMPANY





By:     /s/
      Robert W. Dnlap


Its:     President


Description:  Accrued
      Interest








CONVERTIBLE
      PROMISSORY NOTE





$1,510.70                                                                                                           Denver,
      Colorado


January
      1,
      2004





FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation (the “Maker”), herby promises to pay to the order of
      Affiliated Mining Company (the “Holder”), the principal sum of One Thousand Five
      Hundred Ten and 70/100 US Dollars ($1,510.70), together with interest on the
      unpaid balance at the rate of Twelve Percent (12%) per annum, on or before
      January 1, 2007, subject to conversion as described below.  Accrued
      interest will be added to the principal of the note on each annual anniversary
      date if not paid.




This
        Note may be converted into shares
        of Maker’s common stock at the conversion price of $.10 per share or such other
        conversion price as the board of directors may deem appropriate, not in excess
        of $.10 per share, until the due date hereof, at the Holder’s
        option.





This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.





In
      case the Note shall not be paid in
      full whenever it shall become due, the Maker agrees to pay all costs and
      expenses of collection including reasonable attorney’s fees, not to exceed 15%
      of the unpaid balance.




All
        rights and obligations hereunder
        shall be governed by the laws of the State of Colorado.  If any part
        of the assets or capital stock of maker is sold or transferred without Holder’s
        prior written consent, except sales and transfers in the ordinary course
        of
        business and except transfers by devise, descent or by operation of law upon
        the
        death of a joint tenant:  (1) Holder may, at Holder’s option, declare
        all the sums due under this Note to be immediately due and payable, and (2)
        if
        the sale or transfer involves substantially all of the assets of Maker, the
        transferee shall be deemed to have assumed all of the obligations of Maker
        under
        this Note.
  This Note is unsecured.





IN
      WITNESS WHEREOF, the Maker has
      signed his Note effective as of the date first above written.





PARK-PREMIER
      MINING
      COMPANY





By:     /s/
      Robert W. Dnlap


Its:     President


Description:  Unreimbursed
      expenses








CONVERTIBLE
      PROMISSORY NOTE





$11,871.98                                                                                                        Denver,
      Colorado


January
      1,
      2004





FOR
      VALUE RECEIVED, PARK-PREMIER MINING
      COMPANY, a Utah corporation (the “Maker”), herby promises to pay to the order of
      Affiliated Mining Company (the “Holder”), the principal sum of Eleven Thousand
      Eight Hundred Seventy-one and 98/100 US Dollars ($11,871.98), together with
      interest on the unpaid balance at the rate of Twelve Percent (12%) per annum,
      on
      or before January 1, 2007, subject to conversion as described
      below.  Accrued interest will be added to the principal of the note on
      each annual anniversary date if not paid.





This
      Note may  be  converted
      into  shares of Maker’s  common  stock at  the conversion
      price of $.10 per share or such other conversion price as the board of directors
      may deem appropriate, not in excess of $.10 per share, until the due date
      hereof, at the Holder’s option.





This
      Note is subject to prepayment, in
      whole or in part, at the option of the Maker without penalty.  Such
      prepayments shall be applied first to interest accrued and then to the principal
      due hereunder.





In
      case the Note shall not be paid in
      full whenever it shall become due, the Maker agrees to pay all costs and
      expenses of collection including reasonable attorney’s fees, not to exceed 15%
      of the unpaid balance.





All
 rights
 and 
        obligations hereunder shall be governed by the laws of the State of
        Colorado.  If any part of the assets or capital stock of maker is sold
        or transferred without Holder’s prior written consent, except sales and
        transfers in the ordinary course of business and except transfers by devise,
        descent or by operation of law upon the death of a joint tenant:  (1)
        Holder may, at Holder’s option, declare all the sums due under this Note to be
        immediately due and payable, and (2) if the sale or transfer involves
        substantially all of the assets of Maker, the transferee shall be deemed
        to have
        assumed all of the obligations of Maker under this Note.


This
      Note is unsecured.





IN
      WITNESS WHEREOF, the Maker has
      signed his Note effective as of the date first above written.





PARK-PREMIER
      MINING
      COMPANY





By:     /s/
      Robert W. Dnlap


Its:     President


Description:  Cash
      advances