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Exhibit No. 10(b)

Amount:  $10,000.00                                   Date: January 01, 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 January 01, 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 January 01, 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 2133 East 9400 South, Suite 151, Sandy, Utah 84093.

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/ Kari Cunningham
-----------------------------------
Kari Cunningham, President
                                                                APPROVED BY:


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


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