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                                  EXHIBIT 10.3

                                 PROMISSORY NOTE


$480,000.00                       Yuma, Arizona                 October 24, 1994

For value received, SOUTHERN ARIZONA BANK, an Arizona corporation promise(s) to
pay to JOE URTUZUASTEGUI, husband of Rosa Maria Urtuzuastegui, dealing with his
sole and separate property, as to an undivided 1/3rd interest; FRANK L.
URTUZUASTEGUI and CONNIE V. URTUZUASTEGUI, as Trustees of the Frank L.
Urtuzuastegui and Connie V. Urtuzuastegui Trust dated August 1, 1980, as to an
undivided 1/3rd interest; and CHARLES N. URTUZUASTEGUI, as Trustee of the
Charles N. Urtuzuastegui and Josephine O. Urtuzuastegui Trust dated February 22,
1972, as to an undivided 1/3rd interest or order, at Yuma, Arizona the sum of
FOUR HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS, as follows: In annual
installments of $120,000.00 or more, on or before the 4th day of January of
every year, beginning January 4, 1996, with interest on all unpaid principal at
the rate of (SEE BELOW) per annum from January 4, 1995, payable annually, at the
same time and in addition to the principal payments.

The interest rate shall be computed based on the National Prime Rate according
to Wall Street Journal on each anniversary date. Date being January 4th.
Interest rate cannot exceed, nor be less than, Three Percentage Points of the
initial interest rate established on January 4, 1995.

Should default be made in the payment of any installment when due, then the
whole sum of principal and interest shall become immediately due and payable at
the option of the holder of this note, with interest on the entire unpaid
principal and accrued interest at a rate equal to _________ percent over the
rate of interest set forth above from the date of such default until paid. If no
interest rate is specified in this paragraph, the default interest rate shall be
Ten percent over the rate of interest set forth above.

Should any installment due hereunder not be paid as it matures, the amount of
such installment which has matured shall, at the option of the holder of this
note, bear interest at a rate equal to ______ percent over the rate of interest
set forth above from its maturity date until paid. If no interest rate is
specified in this paragraph, the default interest rate shall be Ten percent over
the rate of interest set forth above.

Principal and interest payable in lawful money of the United States of America.

Should suit be brought to recover on this note, the undersigned, jointly, and
severally, promise(s) to pay, in addition to the amount found due hereunder, all
reasonable costs and expenses of suit, including, but not limited to, reasonable
attorneys' fees.

This note is secured by a Deed of Trust upon real property.

This note shall be binding upon and shall be the joint and several obligation of
all makers, sureties, guarantors, endorsers and their successors and assigns,
all of whom waive presentment, notice of dishonor and protest.

                                   SOUTHERN ARIZONA BANK, an Arizona
                                   corporation

                                   BY:
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