CONVERTIBLE
      PROMISSORY NOTE





$9,592.78                                                                                                          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 Robert W. Dunlap (the “Holder”),
      the principal sum of Nine Thousand Five Hundred Ninety Two and 78/100 US Dollars
      ($9,592.78), 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/
      Jeffery L. Lee


Its:     Vice
      President


Description:  Unreimbursed
      Expenses








CONVERTIBLE
      PROMISSORY NOTE





$345,589.97                                                                                                      
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 Robert W. Dunlap (the “Holder”),
      the principal sum of Three Hundred Forty Five Thousand Five Hundred Eighty
      Nine
      and 97/100 US Dollars ($345,589.97), 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/
      Jeffery L. Lee


Its:     Vice
      President


Description:  Accrued
      Interest








CONVERTIBLE
      PROMISSORY NOTE





$80,399.62                                                                                                         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 Robert W. Dunlap (the “Holder”),
      the principal sum of Eighty Thousand Three Hundred Ninety-Nine and 62/100 US
      Dollars ($80,399.62), 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/
      Jeffery L. Lee


Its:     Vice
      President


Description:  Fees
      Earned





CONVERTIBLE
      PROMISSORY NOTE





$66,728.03                                                                                                         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 Robert W. Dunlap (the “Holder”),
      the principal sum of $Sixty Six Thousand Seven Hundred Twenty Eight and 03/100
      US Dollars ($66,728.03), 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/
      Jeffery L. Lee


Its:     Vice
      President


Description:  Cash
      Advances