PROMISSORY NOTE
<TABLE>
<CAPTION>
Principal       Loan Date       Maturity        Loan No   Call/Coll     Account  Officer Inititals
<S>             <C>             <C>             <C>       <C>           <C>      <C>
$1,000,000.00   09-11-2001      09-01-2002      9001      2/7380        3147622  54403
</TABLE>
        References in the shaded area are for Lender's use only and do not limit
        the applicability of this document to any particular loan or item. Any
        item above containing" * * * " has been omitted due to text length
        limitations.


Borrower: EPENZIO, INC.                  Lender: ZIONS FIRST NATIONAL BANK
2795 EAST COTTONWOOD PARKWAY, SUITE 120  SOUTH VALLEY COMMERCIAL BANKING CENTER
SALT LAKE CITY, UT 84121                 125 WEST 10600 SOUTH, SUITE 200
                                         SANDY, UT 84070


Principal Amount: $1,000,000.00
Initial Rate: 7.500%
Date of Note: September 11, 2001

PROMISE TO PAY EPENZIO, INC. ("Borrower") promises to pay to ZIONS FIRST
NATIONAL BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of One Million & 00/100 Dollars ($1,000,000.00) or
so much as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated from the date of
each advance until repayment of each advance;

PAYMENT Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on September 1, 2002. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning October 1, 2001 , with all subsequent interest payments
to be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs. The annual interest rate for this Note is computed on a 365/360 basis;
that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the the Prime
Rate. Prime Rate means an index which is determined daily by the published
commercial loan variable rate index held by any two of the following banks: J.P.
Morgan Chase & Co., Wells Fargo Bank N.A., and Bank of America N.A. In the event
no two of the above banks have the same published rate, the bank having the
median rate will establish the Prime Rate. This definition of Prime Rate is to
be strictly interpreted and is not intended to serve any purpose other than
providing an index to determine the variable interest rate used herein. It is
not the lowest rate at which Zions First National Bank may make loans to any of
its customers, either now or in the future. (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute
index after notice to Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request. The interest rate change will not occur more often than
each Day. Borrower understands that Lender may make loans based on other rates
as well. The Index currently is 6.500% per annum. The interest rate to be
applied to the unpaid principal balance of this Note will be at a rate of 1.000
percentage point over the Index, resulting in an initial rate of 7.500% per
annum. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

PREPAYMENT .Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except
as otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: Zions First National Bank,
P.O. Box 25822 Salt Lake City, UT 84125-0822.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 4.000 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

     Payment Default. Borrower fails to make any payment when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation, covenant or condition contained in this Note or in any of the
     related documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower . Default in Favor of Third Parties. Borrower or any Grantor
     defaults under any loan, extension of credit, security agreement, purchase
     or sales agreement, or any other agreement, in favor of any other creditor
     or person that may materially affect any of Borrower's property or
     Borrower's ability to repay this Note or perform Borrower's obligations
     under this Note or any of the related documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this Note or
     the related documents is false or misleading in any material respect,
     either now or at the time made or furnished or becomes false or misleading
     at any time thereafter .

     Insolvency. The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower .

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's accounts, including deposit accounts,
     with Lender. However, this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or reasonableness of the
     claim which is the basis of the creditor or forfeiture proceeding and if
     Borrower gives Lender written notice of the creditor or forfeiture
     proceeding and deposits with Lender monies or a surety bond for the
     creditor or forfeiture proceeding, in an amount determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any guarantor, endorser, surety, or accommodation party of any of the
     indebtedness or any guarantor, endorser, surety, or accommodation party
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any guaranty of the indebtedness evidenced by this Note.
     In the event of a death, Lender, at its


<PAGE>




                                 PROMISSORY NOTE
Loan No: 9001                      (Continued)                           Page 2


     option, may, but shall not be required to, permit the guarantor's estate to
     assume unconditionally the obligations arising under the guaranty in a
     manner satisfactory to Lender, and, in doing so, cure any Event of Default.

     Change In Ownership. Any change in ownership of twenty-five percent (25%)
     or more of the common stock of Borrower .

     Adverse Change. A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     this Note is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     Cure Provisions. If any default, other than a default in payment is curable
     and if Borrower has not been given a notice of a breach of the same
     provision of this Note within the preceding twelve (12) months, it may be
     cured (and no event of default will have occurred) if Borrower, after
     receiving written notice from Lender demanding cure of such default: ( 1)
     cures the default within fifteen ( 15) days; or (2) if the cure requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in Lender's sole discretion to be sufficient to cure the default and
     thereafter continues and completes all reasonable and necessary steps
     sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's reasonable
attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,
including without limitation all reasonable attorneys' fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), and appeals. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Utah. This Note has
been accepted by Lender in the State of Utah.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of SAL T LAKE County, State of Utah.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or as
provided in this paragraph. Lender may, but need not, require that all oral
requests be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's
office shown above. The following persons currently are authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority: PAUL S. ANDERSON, President of EPENZIO, INC.; BRAD V. CRAWFORD,
CEO of EPENZIO, INC.; and JADE MILLINGTON, CFO. Borrower agrees to be liable for
all sums either: (A) advanced in accordance with the instructions of an
authorized person or (B) credited to any of Borrower's accounts with Lender. The
unpaid principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender's internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this
Note if: (A) Borrower or any guarantor is in default under the terms of this
Note or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B) Borrower or
any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender; (D) Borrower has applied
funds provided pursuant to this Note for purposes other than those authorized by
Lender; or (El Lender in good faith believes itself insecure.

ARBITRATION DISCLOSURES.

     1. ARBITRA TION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONL Y
        VERY LIMITED REVIEW BY A COURT .
     2. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT,
        INCLUDING THEIR RIGHT TO A JURY TRIAL.
     3. DISCOVERY IN ARBITRA TION IS MORE LIMITED THAN DISCOVERY IN COURT .
     4. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
        REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR SEEK MODIFICATION OF
        ARBITRATORS' RULINGS IS VERY LIMITED.
     5. A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
        AFFILIATED WITH THE BANKING INDUSTRY.
     6. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST
        THOSE CONCERNING THE AGREEMENT.
     7. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE
        AMERICAN ARBITRATION ASSOCIATION.

        (a)  Any claim or controversy ("Dispute") between or among the parties
             and their employees, agents, affiliates, and assigns, including,
             but not limited to, Disputes arising out of or relating to this
             agreement, this arbitration provision ("arbitration clause"), or
             any related agreements or instruments relating hereto or delivered
             in connection herewith ("Related Agreements"), and including, but
             not limited to, a Dispute based on or arising from an alleged tort,
             shall at the request of any party be resolved by binding
             arbitration in accordance with the applicable arbitration rules of
             the American Arbitration Association (the" Administrator"). The
             provisions of this arbitration clause shall survive any
             termination, amendment, or expiration of this agreement or Related
             Agreements. The provisions of this arbitration clause shall
             supersede any prior arbitration agreement between or among the
             parties.

        (b)  The arbitration proceedings shall be conducted in a city mutually
             agreed by the parties. Absent such an agreement, arbitration will
             be conducted in Salt Lake City, Utah or such other place as may be
             determined by the Administrator. The Administrator and the
             arbitrator(s) shall have the authority to the extent practicable to
             take any action to require the arbitration proceeding to be
             completed and the arbitrator(s) , award issued within 150 days of
             the filing of the Dispute with the Administrator. The arbitrator(s)
             shall have the authority to impose sanctions on any party that
             fails to comply with time periods imposed by the Administrator or
             the arbitrator(s), including the sanction of summarily dismissing
             any Dispute or defense with prejudice. The arbitrator(s) shall have
             the authority to resolve any Dispute regarding the terms of this
             agreement, this arbitration clause, or Related Agreements,
             including any claim or controversy regarding the arbitrability of
             any Dispute. All limitations periods applicable to any Dispute or
             defense, whether by statute or agreement, shall apply to any
             arbitration proceeding hereunder and the arbitrator(s) shall have
             the authority to decide whether any Dispute or defense is barred by
             a limitations period and, if so, to summarily enter an award
             dismissing any Dispute or defense on that basis. The doctrines of
             compulsory counterclaim, res judicata, and collateral estoppel
             shall apply to any arbitration proceeding hereunder so that a party
             must state as a counterclaim in the arbitration proceeding any
             claim or controversy which arises out of the transaction or
             occurrence that is the subject


<PAGE>




                                 PROMISSORY NOTE
Loan No: 9001                      (Continued)                            Page 3

             - matter of the Dispute. The arbitrator(s) may in the
             arbitrator(s)' discretion and at the request of any party: (1)
             consolidate in a single arbitration proceeding any other claim
             arising out of the same transaction involving another party to that
             transaction that is bound by an arbitration clause with Lender,
             such as borrowers, guarantors, sureties, and owners of collateral;
             and (2) consolidate or administer multiple arbitration claims or
             controversies as a class action in accordance with Rule 23 of the
             Federal Rules of Civil Procedure.

        (c)  The arbitrator(s) shall be selected in accordance with the rules of
             the Administrator from panels maintained by the Administrator. A
             single arbitrator shall have expertise in the subject matter of the
             Dispute. Where three arbitrators conduct an arbitration proceeding,
             the Dispute shall be decided by a majority vote of the three
             arbitrators, at least one of whom must have expertise in the
             subject matter of the Dispute and at least one of whom must be a
             practicing attorney. The arbitrator(s) shall award to the
             prevailing party recovery of all costs and fees (including
             attorneys' fees and costs, arbitration administration fees and
             costs, and arbitrator(s) , fees) .The arbitrator(s) , either during
             the pendency of the arbitration proceeding or as part of the
             arbitration award, also may grant provisional or ancillary remedies
             including but not limited to an award of injunctive relief,
             foreclosure, sequestration, attachment, replevin, garnishment, or
             the appointment of a receiver .

        (d)  Judgement upon an arbitration award may be entered in any court
             having jurisdiction, subject to the following limitation: the
             arbitration award is binding upon the parties only if the amount
             does not exceed Four Million Dollars ($4,000,000.00); if the award
             exceeds that limit, either party may demand the right to a court
             trial. Such a demand must be filed with the Administrator within
             thirty (30) days following the date of the arbitration award; if
             such a demand is not made with that time period, the amount of the
             arbitration award shall be binding. The computation of the total
             amount of an arbitration award shall include amounts awarded for
             attorneys' fees and costs, arbitration administration fees and
             costs, and arbitrator(s) , fees.

        (e)  No provision of this arbitration clause, nor the exercise of any
             rights hereunder, shall limit the right of any party to: ( 1)
             judicially or non-judicially foreclose against any real or personal
             property collateral or other security; (2) exercise self-help
             remedies, including but not limited to repossession and setoff
             rights; or (3) obtain from a court having jurisdiction thereover
             any provisional or ancillary remedies including but not limited to
             injunctive relief, foreclosure, sequestration, attachment,
             replevin, garnishment, or the appointment of a receiver . Such
             rights can be exercised at any time, before or after initiation of
             an arbitration proceeding, except to the extent such action is
             contrary to the arbitration award. The exercise of such rights
             shall not constitute a waiver of the right to submit any Dispute to
             arbitration, and any claim or controversy related to the exercise
             of such rights shall be a Dispute to be resolved under the
             provisions of this arbitration clause. Any party may initiate
             arbitration with the Administrator. If any party desires to
             arbitrate a Dispute asserted against such party in a complaint,
             counterclaim, cross-claim, or third-party complaint thereto, or in
             an answer or other reply to any such pleading, such party must make
             an appropriate motion to the trial court seeking to compel
             arbitration, which motion must be filed with the court within 45
             days of service of the pleading, or amendment thereto, setting
             forth such Dispute. If arbitration is compelled after commencement
             of litigation of a Dispute, the party obtaining an order compelling
             arbitration shall commence arbitration and pay the Administrator's
             filing fees and costs within 45 days of entry of such order.
             Failure to do so shall constitute an agreement to proceed with
             litigation and waiver of the right to arbitrate. In any arbitration
             commenced by a consumer regarding a consumer Dispute, Lender shall
             pay one half of the Administrator's filing fee, up to $250.

        (f)  Notwithstanding the applicability of any other law to this
             agreement, the arbitration clause, or Related Agreements between or
             among the parties, the Federal Arbitration Act, 9 U.S.C. Section 1
             et seq., shall apply to the construction and interpretation of this
             arbitration clause. If any provision of this arbitration clause
             should be determined to be unenforceable, all other provisions of
             this arbitration clause shall remain in full force and effect.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: Zions First
National Bank P .0. Box 1507 SAL T LAKE CITY, UT 84110-1507

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.



BORROWER:




 EPENZIO


 By:/S/                                   BY:/S/
    __________________________               ___________________________
    PAUL S. ANDERSON,                        BRAD V. CRAWFORD,
    President of EPENZIO, INC.               COO OF EPENZIO, INC.