Exhibit
      10.20

     

    CONVERTIBLE
      PROMISSORY NOTE

     

    FOR
      VALUE
      RECEIVED, subject to the terms and conditions hereinafter set forth, the
      undersigned Asian Financial, Inc., hereinafter referred to as the “Company,”
hereby promises to pay to the order of Dempsey Mork, hereinafter referred to
      as
      the “Note Holder”, the principal amount of $50,000, accrued at the rate or
      $2,500 per quarter during the fiscal years ended December 31, 1995 through
      1999.

     

    PAYMENT
      OBLIGATION. This promissory note bears no interest. If not sooner converted
      into
“Common Stock”, the Company shall pay the principal amount of this note not
      later than 12/31/2008.

     

    CONVERSION.
      The Board of Directors of the Company has duly adopted resolutions approving
      the
      conversion of this note into a maximum of 1,000,000 shares of Common Stock
      of
      the Company, at $0.05 per share, at the option of the Note Holder.

     

    INVESTMENT
      PURPOSE. The Note Holder, by acceptance of this Convertible Promissory Note,
      represents that that this Convertible Promissory Note and any shares of Common
      Stock issuable upon conversion of this Promissory Note are being and will be
      acquired for the Note Holders own account for investment and not with a view
      to,
      or for resale in connection with, the distribution thereof in violation of
      applicable securities laws, and that the Note holder has no intent of
      distributing or reselling this Convertible Promissory Note or any such shares
      of
      Common Stock.

     

    RESTRICTIONS
      ON TRANSFER. The Note Holder, by acceptance of this Convertible Promissory
      Note,
      agrees that the Note Holder will not sell, transfer, assign, pledge, hypothecate
      or otherwise dispose of this Convertible Promissory Note, or any of the shares
      of Common Stock issuable upon conversion of this Convertible Promissory Note
      in
      a public sale, unless: (i) a registration statement under the Securities
      Act of 1933, covering the sale or transfer of this Convertible Promissory Note
      or the shares of Common Stock issuable upon conversion of this Promissory Note,
      as the case may be, is in effect; (ii) the Note Holder first provides the
      Company with an opinion of counsel, which may be counsel for the Company, to
      the
      effect that such sale, transfer, assignment, pledge, hypothecation or other
      disposition will be exempt from the registration requirements of the Securities
      Act of 1933.

     

    LEGENDS.
      Certificates evidencing the shares of Common Stock issuable upon conversion
      of
      this Convertible Promissory Note shall hear the following legend:

     

    “THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THESE SECURITIES OR
      AN
      OPINION OF COUNSEL STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
      REGISTRATION.”

     

    The
      Company shall remove any legend on any stock issued from the conversion of
      this
      note if the Note Holder provides an opinion of counsel to the effect that a
      public sale or transfer of Common Stock may be made without registration under
      the ACT.

     

    IN
      WITNESS THEREOF, the parties have executed this Convertible Promissory Note
      as
      of the date first written above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
    

     

    
      	
              Asian
                Financial, Inc., a Wyoming Corporation

            
	 
	
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              Dempsey
                Mork

            
	 
	
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