<PAGE>
EX-10.5

 $5,147.08                                          Date:   September 1, 2001

                               PROMISSORY NOTE

     WHEREAS, As of August 31, 2001, Michael Linn  ("Maker"), an
officer/director/shareholder/employee of Wallin Engines Corporation, had been
advanced a total of five thousand one-hundred-forty seven dollars and eight
cents ($5147.08) by Wallin Engines Corporation ("Holder").

     NOW THEREFORE, FOR VALUE RECEIVED, The undersigned, jointly and severally
("Maker"), promises to pay to Wallin Engines Corporation  ("Holder"), a Nevada
corporation, the principal sum of five thousand one hundred-forty seven
dollars and eight cents ($5,147.08), together with interest thereon from
September 1, 2001 at the rate of seven percent (7%) per annum on the unpaid
principal.

1.   Payments.  The principal amount of $5,147.08 and interest on the
     principal obligation represented hereby shall be repaid upon demand by
     Holder.

2.   Type and Place of Payments.  Payments of principal and interest shall be
     made in lawful money of the United States of America to the above-named
     Holder and mailed to PO Box 65423, Salt Lake City, Utah 84165-0423.

3.   Penalty.  Maker shall pay a penalty equal to one percent (1%) of the
     current unpaid principal balance due for each month any payment  is past
     due.  Advance payment or payments may be made on the principal or
     interest, without penalty or forfeiture.  There shall be no penalty for
     any prepayment.

4.   Default.  Upon the occurrence or during the continuance of any one or
     more of the events listed below, Holder may, by notice in writing to the
     Maker, declare the unpaid balance of the principal and interest on the
     Note to be immediately due and payable, and the principal and interest
     shall then be immediately due and payable without presentation, demand,
     protest, notice of protest, or other notice of dishonor, all of which
     are hereby expressly waived by Maker, such events being as follows:

     (a)  Default in any portion of the payment of the principal and
          interest of this Note when the same shall become due and payable,
          unless cured within five (5) days after notice thereof by Holder
          or the holder of such Note to Maker.
     (b)  Maker shall file a voluntary petition in bankruptcy or a voluntary
          petition seeking reorganization, or shall file an answer admitting
          the jurisdiction of the court and any material allegations of an
          involuntary petition filed pursuant to bankruptcy or any form of
          insolvency, or Maker shall make an assignment to an agent
          authorized to liquidate any part of its assets; or
     (c)  Death of Maker.  In the event of Death of Maker, such notice of
          default shall be made to the trustee of Maker's estate.

5.   Attorneys' Fees.  Maker shall be responsible to Holder for any costs
     incurred by Holder in collecting on the obligation herein including
     reasonable attorney's fees.

6.   Construction.  This Note shall be governed by and construed in
     accordance with the laws of Utah.

Michael Linn ("Maker")

 /S/ MICHAEL LINN
________________________________

                                                                  Approved By:

                                        Wallin Engines Corporation  ("Holder")

                                            /S/ MICHAEL LINN
                                         _____________________________________
                                                   By: Michael Linn, President


                                     E-1