[FORM OF FACE OF MONTHLY PAYMENT NOTE]

$__________                                                        No.__________

                          MOUNTAIN STATES CAPITAL, INC.

                  18% 12 MONTH PROMISSORY NOTE, SERIES MP-____


STATED              FIRST INTEREST
MATURITY:           PAYMENT DATE:

------------        --------------

     Mountain  States Capital,  Inc., a corporation  duly organized and existing
under the laws of the State of Arizona (herein referred to as the "Issuer"), for
value received,  hereby promises to pay to __________ ____________ or registered
assigns,  the principal sum of ____________  ____________ Dollars on or prior to
the date set forth  above (the  "Stated  Maturity")  and to pay  interest on the
unpaid  portion  of said  principal  sum from the date  hereof  through  the day
immediately  preceding  the date on which such  principal  sum  becomes  due and
payable,  on the first day of each month  beginning  on the date set forth above
with the amount of interest  to be paid on any Payment  Date equal to the amount
of interest accrued through the last day of the immediately  preceding  calendar
month, and to pay interest on any overdue principal and on overdue interest,  at
the rate per annum specified in the title of this Note.

     The first payment of accrued  interest  will be made on the first  interest
payment date set forth above or upon the earlier redemption of this Note. Except
as herein  otherwise  provided with respect to interest  payable on the date the
principal of this Note becomes due and payable (whether at Stated  Maturity,  by
redemption or  otherwise),  the amount of interest  payable on each Payment Date
shall be the interest accrued on this Note through the end of the calendar month
immediately  preceding each Payment Date. The interest so payable on any Payment
Date, and any redemption of Notes that may be made on any Redemption Date, will,
as provided in the Indenture  referred to on the reverse hereof,  be paid to the
Person in whose name this Note (or one or more Predecessor  Notes) is registered
on the Regular Record Date for such Payment Date or Redemption Date, which shall
be the close of business on the last day of the calendar month preceding that in
which such Payment  Date or  Redemption  Date occurs  (whether or not a Business
Day).  Any  redemption  not  made  on the  Redemption  Date or  interest  not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
registered  Holder on the Regular  Record Date, and may be paid to the Person in
whose  name this Note (or one or more  Predecessor  Notes)  is  registered  on a
Special  Record Date for the payment of such defaulted  redemption  proceeds and
interest  to be  fixed by the  Trustee,  notice  whereof  shall be given to Note
holders not less than 10 days prior to such Special Record Date, or may be paid,
at any time in any other lawful manner not inconsistent with the requirements of
any securities  exchange on which the Notes may be listed,  and upon such notice
as may be  required  by  such  exchange,  all as  more  fully  provided  in said
Indenture.

     The  principal  of and  interest  on this Note are  payable in such coin or
currency  of the  United  States of  America  as at the time of payment is legal
tender for payment of public and private  debts,  at the office or agency of the
Issuer  designated  for such purpose in the United  States of America;  provided

<PAGE>
that interest may be paid,  at the option of the Issuer,  by check mailed to the
Person entitled thereto at his address as it appears on the Note Register.

     Reference is made to the further  provisions  of this Note set forth on the
reverse  hereof,  which shall have the same effect as though  fully set forth at
this place.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee by manual  signature,  this Note shall not be  entitled  to any  benefit
under the Indenture, or be valid or obligatory for any purpose.

     IN  WITNESS  WHEREOF,  Mountain  States  Capital,  Inc.,  has  caused  this
instrument to be signed,  manually or in  facsimile,  by its President or a Vice
President and by its Secretary or an Assistant  Secretary and a facsimile of its
corporate seal to be imprinted hereon.

Dated:                                  MOUNTAIN STATES CAPITAL, INC.



                                        By
                                          --------------------------------------
Attest:


------------------------------

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

     This is one of the  Series  of Notes  referred  to in the  within-mentioned
Indenture.

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        Trustee



                                        By
                                          --------------------------------------
                                          Authorized Officer
<PAGE>
                            [FORM OF REVERSE OF NOTE]

     This  Note  is one of a duly  authorized  issue  of  Notes  of the  Issuer,
designated as its 18% 12 Month  Promissory  Notes  (herein  called the "Notes"),
issued  and to be issued  in one or more  Series,  and is part of the  Series of
Notes  designated on the face hereof (herein called the "Notes of this Series"),
all issued and to be issued under an Indenture dated as of __________,  2000 (as
amended,  herein  called the  "Indenture"),  between  the  Issuer and U.S.  Bank
National Association (the "Trustee"),  which term includes any successor Trustee
under the Indenture,  to which Indenture and all indentures supplemental thereto
(including the indenture supplemental thereto which authorized the Notes of this
Series)  reference  is hereby  made for a  statement  of the  respective  rights
thereunder  of the Issuer,  the  Trustee  and the Holders of the Notes,  and the
terms upon which the Notes are, and are to be, authenticated and delivered.  All
terms  used in this Note  which are  defined  in the  Indenture  shall  have the
meanings assigned to them in the Indenture.

     As provided in the  Indenture,  the Notes are  issuable in Series which may
vary as in the  Indenture  provided or  permitted.  All Notes of each Series are
equally and ratably secured to the extent provided by the supplemental indenture
authorizing such Series. This Note is one of the Series specified in its title.

     Notwithstanding  anything to the contrary in this Note, no recourse on this
Note or under the  Indenture  shall be taken  against any property of the Issuer
included  in the  Trust  Estate  (if any) for other  series  of notes  under the
Indenture  securing  the  Notes,  it being  understood  that  this  Note and the
Issuer's  duties under the Indenture are  obligations  which are to be satisfied
solely  from the Trust  Estate  (if any) for the Series  MP-____  Notes and from
other assets of the Issuer that are not pledged to secure other series of notes.

     The Notes are  subject  to  mandatory  redemption  under the  circumstances
described in the following paragraphs 1 and 2:

     1. So long as no Event of Default has occurred and is continuing  under the
Indenture,  the Issuer will redeem Notes of this Series presented for redemption
at a  redemption  price  equal to 100% of the unpaid  principal  amount  thereof
(hereinafter  referred  to as the  "Redemption  Price")  plus  interest  accrued
thereon and unpaid,  if any, to but not including the date fixed for  redemption
(the  "Redemption  Date").  Such redemption will be made on dates  determined as
follows:

        On each Payment Date commencing  ______________,  20___,  Notes shall be
redeemed in Whole Note (i.e.,  $1,000) increments upon ninety (90) days' advance
written request of the holder thereof.

     Notes  sought to be redeemed  pursuant to the  preceding  paragraph  may be
presented  for  redemption  by  delivery  to the Trustee of: (a) the Notes to be
redeemed,  and (b) a written request for redemption in form  satisfactory to the
Trustee  and  signed  by the  Holder  or duly  authorized  representative  (with
appropriate evidence of authority). Only Notes presented for redemption at least
ninety days' prior to the  Redemption  Date will be eligible for  redemption  on
that  Redemption  Date. All such Notes  presented for redemption will be held by
the Trustee until the Issuer is able to redeem them, unless withdrawn by written
request actually  received by the Trustee by the last day of the month preceding
that in which they would  otherwise have been redeemed.  Notes shall be redeemed
<PAGE>
in the  order  of  receipt  by the  Trustee.  The  Trustee  may  establish  such
procedures  as it may deem fair and equitable in order to determine the order of
receipt of such Notes.

     2. So long as no Event of Default has occurred and is continuing  under the
Indenture,  the Issuer, at its option,  may redeem any or all of the Outstanding
Notes of this  Series  on any  Redemption  Date at the  Redemption  Price of the
principal  amount thereof (plus interest accrued and unpaid on such Notes to but
not including the Redemption Date).

     If an Event of  Default  as defined  in the  Indenture  shall  occur and be
continuing,  the principal of all the Notes,  or of all the Notes of any Series,
may  become or be  declared  due and  payable  in the manner and with the effect
provided in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Note may be  registered on the Bond Register of the
Issuer,  upon surrender of this Note for  registration of transfer at the office
or agency of the Issuer in the United  States of America,  duly  endorsed by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Issuer and the Trustee duly  executed by, the Holder hereof or his attorney duly
authorized  in writing,  and  thereupon one or more new Notes of the same Series
and maturity,  of authorized  denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

     Prior to the due presentment for registration of transfer of this Note, the
Issuer,  the  Trustee  and any agent of the Issuer or the  Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose
of receiving  payment as herein provided and for all other purposes,  whether or
not this Note be overdue, and neither the Issuer, the Trustee nor any such agent
shall be affected by notice to the contrary.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Holders of the Notes  under the  Indenture  at any
time by the Issuer with the  consent of the  Holders of a majority in  aggregate
principal amount of Notes at the time Outstanding (as defined in the Indenture),
in case Outstanding Notes of all Series are to be affected,  or with the consent
of the Holders of a majority in aggregate  principal  amount of the Notes at the
time  Outstanding  of each Series to be affected,  in case one or more, but less
than all,  of the  Series of Notes  then  Outstanding  are to be  affected.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages in aggregate  principal amount of the Notes at the time Outstanding,
and of Notes at the time  Outstanding  of each Series to be affected in case one
or more,  but less than all,  such Series are to be  affected,  on behalf of the
Holders  of all the  Notes,  to waive  compliance  by the  Issuer  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this Note shall
be conclusive  and binding upon such Holder and upon all future  Holders of this
Note and of any Note  issued  upon the  registration  of  transfer  hereof or in
exchange  herefor or in lieu hereof  whether or not  notation of such consent or
waiver is made upon this Note.

     The term  "Issuer" as used in this Note  includes any  successor  under the
Indenture.

     The Notes are issuable only in registered  form without coupons in original
denominations of $1,000 and any integral  multiple  thereof ("Whole Bonds"),  as
provided in the Indenture and subject to certain  limitations therein set forth.
The Notes are exchangeable for a like aggregate principal amount of Notes of the
same Series and maturity of a different authorized denomination, as requested by
the Holder surrendering same.
<PAGE>
     No reference  herein to the  Indenture  and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the  Issuer,  which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
<PAGE>
                             REQUEST FOR REDEMPTION

     The  undersigned  Holder,  or legal  representative  of the Holder,  hereby
presents the within Note of Mountain States Capital, Inc., for redemption on the
next  Redemption  Date upon which such Note would be eligible for  redemption in
accordance with, and subject to, the terms and conditions of the within Note and
the Indenture.

Dated
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