Exhibit 10.3

(TLD Funding Group letterhead)


                           PROMISSORY NOTE - GUARANTY

     In  consideration  of value received,  GOLD AND MINERALS  COMPANY,  INC. AN
ARIZONA  CORPORATION,  AND LARRY LOZENSKY  (hereinafter  "Borrowers")  do hereby
jointly and severally promise to pay to CEE & GEE FUNDING,  INC. dba TLD funding
Group an Arizona corporation  (hereinafter  "Lender") the amount of $365,947.03,
such amount accruing  interest at the rate of 1.5% per month.  This amount is to
be paid with  interest  only for a period of 36 months  subject to review by the
lender on an annual basis.

         First  payment  due on July 15th,  with 21 days of interim  interest to
         charged at $182.97 per day.

         Security Interest as specified in the appropriate UCC-1 Filing.

     Such payments shall be first applied to interest and then to the principal.
Payments  will be due and  payable  on a  mutually  agreed  to day of the  month
between the lender and the  borrower.  Payments not made within five (5) days of
due date and shall be subject to a late charge of 5% of said payment.  This Note
may be paid in full at any time without  penalty  charges.  Lender  reserves the
right to demand payment,  in full or in part, with accrued interest charges,  at
any time with due cause of fraud,  neglect,  or malfeasance.  Borrower agrees to
pay all reasonable expenses,  including court costs and attorney fees, as may be
incurred  during  collection  proceedings  in the event of default on this Note.
Each maker,  surety,  guarantor or endorser of this note waives  presentation of
payment, notice of non-payment,  protest and notice of protest and agrees to all
extensions,  renewals,  or release,  discharge or exchange of any other party or
collateral without notice.


GOLD AND MINERALS, INC., (Borrowers)          TLD FUNDING GROUP (Lender)

(Signature)                                   (Signature:
Larry Lozensky, President  5/25/99            John R. Balding, President 5/25/99

(Signature)
Larry Lozensky, Individual 5/25/99