EXHIBIT 4.1

                                 PROMISSORY NOTE

$175,000.00                                   December 15, 2003 Forest, Virginia


         FOR VALUE RECEIVED,  this undersigned  ("Maker") promises to pay to the
order of KINGDOM VENTURES, INC., a Nevada corporation,  at Woods Rogers, PLC, 10
South Jefferson Street,  Suite 1400, Roanoke,  Virginia 24011 (Attn:  William B.
Poff,  Esquire),  the principal sum of One Hundred and Seventy Five Thousand and
no/100  Dollars  ($175,000.00),  together with  interest  thereon at the rate of
eight (8%) percent per annum from the date hereof until paid.

         The principal  amount of the  Promissory  Note,  together with interest
thereon,  shall be paid in Fifteen (15) consecutive  monthly  installments (each
installment of principal  being Eleven Thousand Six Hundred Sixty Six and 67/100
Dollars ($11,666.67),  as follows: Each installment shall be due on the 1 st day
of each and every month during the term hereof,  commencing  March l, 2004,  and
continuing until paid in full.

         Interest  shall be  computed  on the  unpaid  principal  and  paid,  in
addition to each monthly  installment of principal,  together with the principal
payment.  Any and all payments made by the  undersigned  shall be applied to the
amounts due in the  following  order:  First,  to any  expenses  incurred by the
holder in collecting the Promissory Note;  Second, to any late payment penalties
as herein  provided for;  Third,  to any accrued  interest;  and Fourth,  to the
unpaid principal.

         A late charge of 2% may be imposed,  at the election of the holder,  on
any payment (principal and interest) not made within 10 days, after becoming due
hereunder.

         Maker agrees to pay the holder's  costs of collecting  this  Promissory
Note,  including but t limited to all reasonable court costs and legal fees, not
to exceed 25% of the amount sought t be collected.

         The  privilege is reserved to Maker prepay the  principal  indebtedness
evidenced  hereby,  in whole or in part,  at any time  without  fee,  premium or
penalty.


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         The entire  principal  balance of this  Promissory Note and all accrued
interest shall become due and payable in full at the election of the holder upon
the  following:  (1) the  liquidation  of  Maker,  or the  filing  by Maker of a
voluntary petition in bankruptcy;  (2) the filing of an involuntary  petition in
bankruptcy  against  Maker by the  creditors  of Maker,  which  petition  is not
dismissed  within sixty (60) days of the filing thereof;  (3) the sale of assets
of the Maker in  contravention  of the  terms of the  Settlement  Agreement  and
Release  dated as of December 15, 2003  executed by the Maker and others  and/or
(4) the failure to pay an  installment  when due hereunder;  provided,  however,
that with respect to clause (4) of this paragraph,  Maker shall have a period of
thirty (30) days to cure such default and the provisions of this paragraph shall
not apply until the expiration of such thirty (30)-day period.

         The undersigned and any endorsers, guarantors, or sureties hereby waive
the benefit of all  homestead  exemptions,  and all other  exemptions as to this
debt, and waive notice of presentment,  demand, protest, and notice of dishonor,
and agree that any extension or extensions of time of payment of this Promissory
Note or of any part  thereof may be made before,  at, or after  maturity and for
periods in excess of the original term by agreement  with any one or more of the
parties without notice to and without releasing  liability of any other party to
this Promissory Note.

         The validity and  construction  of this Promissory Note and all matters
pertaining  thereto  are to be  determined  in  accordance  with the laws of the
Commonwealth of Virginia.


MADE this 15th day of December, 2003.


                  AMERICAN ASSOCIATION OF CHRISTIAN COUNSELORS, INC.

                                                a Nevada corporation

By /s/ Timothy E. Clinton
   -----------------------------
   Timothy E. Clinton, President