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                                 PROMISSORY NOTE

$1,845,066.30

                                                                Phoenix, Arizona
                                                               December 22, 1998


     FOR VALUE RECEIVED, the undersigned (hereinafter called "Maker") promises
to pay to the order of (a) BP&A Holdings, Inc., an Arizona corporation, as
Qualified Intermediary for Wagon Bow Ranch, L.L.C., an Arizona limited liability
company, as to an undivided 63.83 1 % interest, (b) Swayze E. McCraine, Jr. and
Katherine Gary McCraine, husband and wife, as community property, as to an
undivided 18.908% interest, and (c) Richard D. Collison, Trustee of the Richard
D. Collison Revocable Trust dated May 7, 1991, as to an undivided 17.261%
interest (collectively, "to Payee"), or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of ONE MILLION
EIGHT HUNDRED FORTY-FIVETHOUSAND SIXTY-SIX AND 3 0/100 DOLLARS ($1,845,066.30),
plus interest calculated on a daily basis (based on a 365-day year) from the
date hereof on the principal balance from time to time outstanding as
hereinafter provided; principal, interest and all other sums payable hereunder
to be paid in lawful money of the United States of America as follows:

     (a)  Interest shall accrue at the rate of eight percent (8%) per annum.

     (b)  An installment of principal in the amount of $320,000.00 (the
"Principal Installment"), together with all accrued interest shall be due and
payable on the 180th day after the date of this Note. Thereafter, Maker shall
pay installments of accrued interest only on the outstanding principal balance
of this Note on each six (6) month anniversary of the date of this Note until
the entire principal balance, all accrued and unpaid interest, and all other
amounts payable hereunder shall have been paid in full.

     (c)  Notwithstanding anything herein to the contrary, the entire unpaid
principal balance, all accrued and unpaid interest, and all other amounts
payable hereunder shall be due and payable in full on the third (3 d)
anniversary of the date of this Note.

     Maker agrees to an effective rate of interest that is the rate stated above
plus any additional rate of interest resulting from any other charges in the
nature of interest paid or to be
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paid by or on behalf of Maker, or any benefit received or to be received by the
holder hereof, in connection with this Note.

and remains unpaid, then Maker shall pay a "late charge" equal to five percent
(5%) of the amount of the payment required to be made. Such late charge shall
thereupon become immediately due and payable and shall be in addition to all
other rights and remedies available to the holder hereof

     All payments on this Note shall be applied first to the payment of any
costs, fees, late charges or other charges incurred in connection with the
indebtedness evidenced hereby, next to the payment of accrued interest and then
to the reduction of the principal balance.

     This Note is executed pursuant to that Purchase Agreement dated December
22, 1998 between Maker and the Payee hereof (the "Purchase Agreement") and is
secured by, among other things, a Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing of even date herewith, executed by Maker, as
trustor, in favor of the Payee, as beneficiary, encumbering property situate in
Mohave County, Arizona (the "Deed of Trust"). The Deed of Trust and all other
documents or instruments securing the indebtedness evidenced by this Note or
executed or delivered in connection with the indebtedness evidenced by this Note
are hereinafter called the "Security Documents." Maker and Payee hereby
acknowledge that the Deed of Trust contains provisions permitting releases of
portions of the real property subject to the Deed of Trust as hereinafter set
forth:

     Maker shall be entitled to the release of the lien of the Deed of Trust
from individual parcels comprising the Trust Property in accordance with the
following terms and conditions:

     (a)  Each parcel to be released must contain no less than 40 acres;

     (b)  Partial releases shall be contiguous to previous releases and shall be
released only in accordance with an orderly release pattern. Unless otherwise
agreed by the holder hereof, the order of releases shall be in accordance with
the release pattern set forth in Schedule B to the Deed of Trust.
Notwithstanding anything contained in the foregoing or in Schedule B of the Deed
of Trust to the contrary, that portion of the Trust Property situated in
Sections 21 and 34 of Township 18 North, Range 11 West shall not be released
until the final release of property from the Deed of Trust.

     (c)  A parcel may be released only upon payment to the holder hereof of a
release payment equal to the number of acres to be released multiplied by
$95.00. All release payments received by the holder hereof shall be app lie d
against the installments of principal and interest due under the Note in the
regular order of maturity. All principal payments which may be made under this
Note for which no releases are made shall apply as a credit toward future
release payments.

     (d)  As part of its request for a release, Maker shall provide to the
Trustee under the Deed of Trust and the holder hereof with a legal description
and a certification of the number
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of acres included within the parcel to be released which is certified by an
Arizona-licensed surveyor or civil engineer.

     (e)  The Maker shall pay all costs incurred in connection with the release
of any portion of the Trust Property from the Deed of Trust.

     Maker shall have the option to prepay this Note, in full or in part, at any
time without penalty. All prepayments shall be applied in the inverse order of
maturity or, at the option of the holder, in the regular order of maturity.

     Time is of the essence of this Note. At the option of the holder hereof,
the entire unpaid principal balance, all accrued and unpaid interest and all
other amounts payable hereunder shall become immediately due and payable without
notice upon the failure to pay any sum due and owing hereunder as provided
herein if such failure continues for fifteen (15) days after notice thereof to
Maker or upon the occurrence of any Event of Default as defined in any of the
Security Documents.

     Maker shall pay all costs and expenses, including reasonable attorneys'
fees and court costs, incurred in the collection or enforcement of all or any
part of this Note. All such costs and expenses shall be secured by the Deed of
Trust and by all other Security Documents. In the event of any court
proceedings, court costs and attorneys' fees shall be set by the court and not
by jury and shall be included in any judgment obtained by the holder hereof

     Failure of the holder to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same in the event of any subsequent
default or in the event of continuance of any existing default after demand for
strict performance hereof

     Subject to the nonrecourse provisions hereinafter set forth, Maker,
sureties, guarantors and endorsers hereof (a) agree to be Jointly and severally
bound, (b) severally waive any homestead or exemption right against said debt,
(c) severally waive demand, diligence, presentment for payment, protest and
demand, and notice of extension, dishonor, protest, demand and nonpayment of
this Note, (d) consent that the holder hereof may extend the time of payment or
otherwise modify the terms of payment of any part or the whole of the debt
evidenced by this Note, at the request of any other person primarily liable
hereon, and such consent shall not alter nor diminish the liability of any
person, and (e) severally waive any setoff right against said debt, including,
without limitation, any such rights allegedly arising under the Security
Documents.

     This Note shall be binding upon Maker and its successors and assigns and
shall inure to the benefit of the Payee hereof and any subsequent holders of
this Note, and their successors and assigns.

     This Note shall be governed by and construed according to the laws of the
State of Arizona.

     Except with respect to the Principal Installment, for which Maker shall be
fully and personally liable, Maker's liability for the payment of the
indebtedness or performance of the obligations evidenced by or created or
arising under this Note or the Security Documents shall be
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limited to its interest in the property encumbered by the Security Documents. In
addition, any judgment or decree in any action brought to enforce the obligation
of Maker to pay such indebtedness or perform such obligations shall be
enforceable against Maker only to the extent of its interest in the property
encumbered by the Security Documents and any such judgment shall not be subject
to execution on nor be a lien on assets of Maker other than its interest in such
property.


     IN WITNESS WHEREOF, these presents are executed as of the date first
written above.


                                        AMORTIBANC MANAGEMENT, L.L.C.
                                           a Texas Limited Liability Company

                                        By /s/ Jay N. Torok
                                          -------------------------------
                                        Name  Jay N. Torok
                                            -----------------------------
                                        Title  President
                                             ----------------------------

                                                                    MAKER