PROMISSORY NOTE

$850,000.00                                        December 30, 1999


     FOR VALUE RECEIVED, the undersigned, Donald Riesterer, (herinafter
"Borrower"), (if more than one, then jointly and severally), as maker promises
to pay to the order of Dave Thomas, Emil A. Gluck, and Douglas A. Larson and
their successor (herinafter the "Lender"), or order at 1421 North Broadway,
Suite 108, Menomonie, Wisconsin, 54751, or at any other place designated by
the holder hereof, in lawful money of the United States of America, the
principal sum of Eight Hundred Fifty Thousand dollars and 00/100 ($850,000.00)
together with interest rate of Eight and three quarters percent (8.75 %) per
annum on the principal balance outstanding from time to time hereunder.

     EVERY MONTH payments consisting of interest only in the amount of Six
Thousand One Hundred Ninety Seven dollars and 92/100 ($6,197.92) each shall be
made commencing on January 31, 2000 and on intervals of every month thereafter
until December 31, 2000, at which time the principal balance shall be paid in
full. Interest shall be calculated from the date hereon.
     The lender acknowledges that certain shares of stock were given by
Borrower as an additional incentive to lend. A further condition of this note
shall be that the principal balance of $850,000 shall be forgiven if, at any
time during the one year term herein, the bid price for the stock averages
$ 1.00 for a 4 week period and a buyer is available for the 850,000 shares
referenced herein.

     This Promissory Note may be prepaid, in full or in part (but if is part,
in multiples of no less than ($100.00), at any time, or from time to time
hereafter, without premium or penalty. Interest shall be computed on the
unpaid principal balance at the end of each day as follows: The rate of
interest shall be divided by 365 and the unpaid principal balance of the Note
shall be multiplied by the percentage so obtained. Payments hereunder shall be
applied first to accrued by unpaid interest and the excess, if any, to the
principal.

     This Promissory Note is secured by a mortgage of even date in property
commonly described as 1800 and 1802 Wooddale Drive, Woodbury, Minnesota

     In the event of any default in the terms hereof or the payment of any
principal when due hereunder, then the entire unpaid principal balance of this
Promissory Note shall, at the option of the holder hereof, become immediately
due and payable, in full, without presentment or other notice or demand of any
kind. Failure to exercise such option, however often, shall not constitute a
waiver of the right to exercise it thereafter.

The following events shall constitute a default:

1.) The apparent insolvency of the Borrower;
2.) Appointment of a Receiver for Borrower's property and business operations;
3.) The commencement of bankruptcy proceedings, voluntary or involuntary by or
    on behalf of the Borrower;
4.) The failure to timely make payments set forth herein;
5.) Failure to timely make payments for merchandise received on credit from
    lender;
6.) The sale of all or substantially all of Borrower's assets;
7.) A default as defined by documents executed concurrently herewith; and
8.) The failure to abide by any of the terms set forth herein.


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The Borrower agrees to pay all cost of collection, including reasonable
attorney's fees and legal expenses, incurred by the holder hereof at any time
in the event this Promissory Note is not duly paid or a default exists. The
Borrower agrees to submit to the jurisdiction of the Hennepin County District
Court, State of Minnesota, in the event a dispute arises herein. The holder's
rights or remedies hereunder shall be cumulative and in addition to other
remedies which may be available at law.

     In the event any provision(s) herein becomes enforceable as a matter of
law, said provision(s) shall be stricken and the remaining provisions shall be
valid and enforceable.

     Presentment or other demand for payment, notice of dishonor and protest
are hereby expressly waived.

This Promissory Note shall be governed by the laws of the State Minnesota.


BORROWER

/s/Donald Riesterer                           /s/signature illegible

Donald Riesterer                              (Witness)

                                              /s/William R. Rieser

                                              (Witness)


GUARANTY

Northwest Financial Group, Inc., through the undersigned officer, does hereby
guaranty payment of the above debt and pledges its assets, as described in
that Mortgage of even date, toward full payment thereon.

Northwest Financial Group, Inc.


/s/Donald Riesterer

Donald Riesterer, President


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