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 Amount:  $10,000.00                                     Date:  June 15, 2000


                                PROMISSORY NOTE

     FOR VALUE RECEIVED, The undersigned, jointly and severally ("Maker"),
promises to pay to Park Street Investments, Inc. ("Holder"), a Utah
Corporation, the principal sum of ten thousand dollars ($10,000.00), together
with interest thereon from June 15, 2000 at the rate of ten percent (10%) per
annum on the unpaid principal.

1.   Payments.  The principal amount of $10,000.00 and interest of $1,000.00
     on the principal obligation represented hereby shall be repaid in full
     at Maturity on June 15, 2001.

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 3434 East 7800 South, #237, Salt Lake City, Utah
     84121.

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.

Replacement Financial, Inc. ("Maker")

 /s/ Tracy Hernandez
-----------------------------------
Tracy Hernandez, President
                                          Approved By:

                                             /s/ Ken Kurtz
                                          -----------------------------------
                                          Ken Kurtz, President
                                          Park Street Investments, Inc.

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