EXHIBIT 10.51
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                                 PROMISSORY NOTE
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$350,000.00                                                     October 10, 2001
                                                             Lake Oswego, Oregon

      FOR VALUE RECEIVED,  TSET, INC., a Nevada  Corporation  (the  "Borrower"),
hereby  promises  to pay to the order of JEFFREY D. WILSON  (the  "Lender"),  at
5003-F Foothills Road, Lake Oswego,  Oregon 97034, or such other place or places
as he may  hereafter  designate to the  Borrower,  in lawful money of the United
States of America,  the original  principal sum of Three Hundred Fifty  Thousand
Dollars (US $350,000.00), together with accrued interest on the unpaid principal
balance  hereof  from the date of this Note until all  amounts  due and  payable
hereunder are paid in full.

      Except as otherwise provided herein,  interest shall accrue as of the date
of this Note and shall be  calculated on the entire  principal  sum  outstanding
from time to time at the IRS Midterm Rate per annum. The entire principal amount
and all accrued  interest  shall be due and payable by the  Borrower on June 30,
2006. The Borrower shall pay installments of principal and interest in an amount
equal to Twenty  Thousand  Dollars (US $20,000.00) in cash quarterly in arrears.
The first installment payment under this Note shall be due on March 31, 2002 and
each  subsequent  installment  payment  shall  be due on the  last  day of  each
corresponding  quarter thereafter.  Any installment of principal or interest due
under this Note which is not  promptly  paid by the tenth  (10th)  calendar  day
following the applicable due date,  such payment shall bear interest at the rate
of the IRS Midterm Rate plus five percent (5%) per annum  commencing on the date
immediately following the day upon which the payment was due until the amount of
any such payment is paid to the Lender in full.  In  addition,  in the event the
Borrower  fails to make any  installment  payment of  principal  or interest due
under this Note which is not promptly paid by the tenth (10th) day following the
applicable  due date,  the Borrower shall grant to the Lender a fully vested and
immediately  exercisable three (3) year option to purchase ten thousand (10,000)
shares of the Borrower's  common stock,  par value $0.001 per share (the "Common
Stock"),  at a  purchase  price  per  share  equal to the  closing  price of the
Borrower's Common Stock as of the date such installment payment was due. Failure
to make  required  quarterly  installments  will only be  considered an Event of
Default (as  defined  herein)  upon the  failure by the  Borrower to timely make
three (3) quarterly  installments  under this Note.  Upon the  occurrence of any
Event of Default,  (as defined  herein) by the Borrower of any term or provision
of this Note, all sums outstanding  under this Note shall thereupon  immediately
bear  interest at the rate of the IRS Midterm  Rate plus five  percent  (5%) per
annum until all  outstanding  amounts  owing to the Lender  under this Note have
been paid in full.  The Borrower  does not intend or expect to pay, nor does the
Lender intend or expect to charge,  collect or accept, any interest greater than
the highest  legal rate of interest  which may be charged  under any  applicable
law. Should the acceleration  hereof or any charges made hereunder result in the
computation  or earning of interest  in excess of such legal  rate,  any and all
such excess shall be and the same is hereby  waived by the Lender,  and any such
excess shall be credited by the Lender to the principal balance hereof.

<PAGE>

      If any amount  hereunder is payable on a day which is a Saturday,  Sunday,
legal holiday or a day on which banking institutions in Lake Oswego,  Oregon are
authorized or required by law or by local  proclamation  to close,  the due date
thereof  shall be  extended to the next  succeeding  business  day and  interest
thereon  shall accrue  during the period of such  extension at the rate provided
herein.

      At the option of the Lender,  all sums  advanced  hereunder  together with
accrued  interest  thereon  shall become  immediately  due and payable,  without
notice or demand, upon the occurrence of any one or more of the following events
of  default  (an  "Event of  Default"):  (a)  failure  to timely  make three (3)
quarterly  installments  of principal and interest due under this Note;  (b) the
commencement of any proceedings under any bankruptcy laws of any jurisdiction or
under  any  insolvency,  reorganization,  receivership,  readjustment  of  debt,
dissolution or liquidation law or statute of any  jurisdiction  now or hereafter
in effect  (whether in law or equity) is filed by or against the Borrower or for
all or any part of its property;  or (c) in the event the Borrower receives cash
gross  proceeds  from a single or series of  financings  during the term of this
Note  in  an  amount  equal  to  or  greater   than  Ten  Million   Dollars  (US
$10,000,000.00).  The Borrower's failure to timely make the Initial Payment,  as
defined in Section 7 of the  Agreement to which this Note is attached as Exhibit
B, shall be counted as one of the missed installments for purposes of the clause
(a) of this paragraph in determining the occurrence of an Event of Default.

      The Borrower and any  endorsers,  sureties,  guarantors,  and assignors of
this Note  (including  any other persons ever liable for payment for any amounts
due hereunder)  hereby jointly and severally waive notice,  presentment,  demand
for payment, protest, notice of protest and nonpayment or dishonor, diligence in
collecting  amounts due hereunder,  grace, and all other formalities of any kind
whatsoever, and consent to all extensions without notice for any periods of time
and partial payments, all without prejudice to the Lender. No failure, delay, or
omission  by the  Lender or any  holder of this Note in  exercising  any  right,
power, or remedy (collectively,  "right") hereunder shall operate as a waiver or
relinquishment  thereof,  nor shall any single or partial  exercise  of any such
right  preclude  any other or further  exercise  thereof or the  exercise of any
other right  hereunder.  The Lender's  rights  hereunder are  cumulative and not
exclusive of any other rights provided at law or in equity.

      The Lender shall have the right to assign this Note or payments of amounts
due hereunder. The Borrower shall have the right to assign this Note in whole or
in part as long as the Borrower remains liable for all sums due hereunder.

      If this Note becomes in default and is placed in the hands of an attorney,
the  Borrower  agrees  to pay any and all  fees,  costs,  charges  and  expenses
incurred by the Lender,  including,  but not limited to,  reasonable  attorney's
fees;  provided,  however,  that no  such  payments  by the  Borrower  shall  be
construed as interest or finance  charges  hereunder for purposes of determining
the maximum lawful rate of interest payable hereunder.

      The  principal  amount of this Note may be  prepaid in whole or in part at
any time prior to the maturity of this Note without  premium,  penalty,  or fee.
Each  prepayment of principal  shall be credited  first to accrued  interest and
then to reduce the unpaid  principal  amount  hereof.  No partial  prepayment of
principal  shall  act to  suspend,  postpone  or waive any  regularly  scheduled
payment of interest due under this Note.

      This Note shall be  construed  and  enforced  according to the laws of the
State of Nevada, excluding all principles of choice of laws, conflict of laws or
comity.  Each person now or hereafter  becoming obligated for the payment of the

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<PAGE>

indebtedness evidenced by this Note hereby consents to personal jurisdiction and
venue in Clackamas  County,  Oregon,  in the event of any  litigation in any way
arising out of the loan evidenced hereby.

      The  terms of this Note may not be  changed  orally.  This  Note  shall be
binding on the  successors  and assigns of the Borrower.  The Borrower shall not
assign  this Note nor  delegate  any of its  obligations  hereunder  without the
Lender's prior written consent.

      Any notice required or permitted hereunder shall be provided to the Lender
at the address first written above, and any similar notice to the Borrower shall
be  provided to 333 South State  Street,  PMB 111,  Lake  Oswego,  Oregon  97034
(unless the  Borrower  provides  written  notice to the Lender of any  different
address).  The Borrower shall notify the Lender in writing of the street address
of its physical offices,  whether in Lake Oswego or elsewhere.  Notices provided
hereunder  shall be given in writing and shall be deemed given when delivered in
person,   when  sent  by  facsimile  or  other  electronic   transmission  (with
confirmation  of delivery or answerback to be attached),  three days after being
sent via  express or  courier  delivery,  or ten (10) days after  being sent via
registered  or certified  mail  (return  receipt  requested),  in all cases with
postage and delivery charges prepaid by the sender.

      THE BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES THE
RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION BASED HEREON,  OR ARISING OUT OF, UNDER OR IN ANY WAY  CONNECTED  WITH
THE DEALINGS  BETWEEN THE LENDER AND THE  BORROWER,  THIS NOTE, OR ANY DOCUMENTS
EXECUTED IN CONNECTION  HEREWITH,  OR THE FINANCING  CONTEMPLATED HEREBY, OR ANY
COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS  (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER  NOW  EXISTING  OR
HEREAFTER  ARISING,  AND WHETHER IN CONTRACT,  TORT,  EQUITY OR OTHERWISE.  THIS
PROVISION IS A MATERIAL  INDUCEMENT FOR THE LENDER  EXTENDING THE LOAN EVIDENCED
BY THIS NOTE.



                                          TSET, INC.


                                          By: /s/ Richard Papworth
                                          Name:   Richard Papworth
                                          Title:  Chief Financial Officer