PROMISSORY NOTE


$2,949,963.33                                                   October 19, 2004


     FOR  VALUE  RECEIVED,  AMERICAN  FIRE  RETARDANT  CORP.,  INC.,  a  Nevada
corporation  ("Payor"),  promises  to  pay  to  the order of ALFRED M. BAYER and
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DARLENE  BAYER, at 1479 Cottonwood Street, Ontario, California 91761, California
("Holders"),  or  at  such  other  place as the Holder hereof may designate, the
principal  sum  of  Two  Million Nine Hundred Fifty-Three Thousand Fixty-Six and
Forty-Seven  Hundredths Dollars ($2,949,963.33) with interest on the full unpaid
balance  (before  default) at the rate of two and twenty-four hundredths percent
(2.24%)  per  annum,  compounded  monthly.

     The  principal and interest of the Note shall be repaid in eighteen monthly
installments  of  One  Hundred Fifty Thousand Dollars ($150,000) each, the first
payment  being due November 1, 2004 and each succeeding payment being due on the
first  day of the succeeding month.  In addition, two additional payments of One
Hundred  Fifty  Thousand  Dollars ($150,000) each shall be due on March 31, 2005
and  December  31,  2005.

     If  any  payment  due  under this Note is not made within ten (10) calendar
days of the date the payment is due, an amount equal to five percent (5%) of the
payment  that  is  due  (hereinafter  the  "Late Payment") shall be added to the
unpaid  principal  balance  and  forthwith  paid  to  the  Holders as liquidated
damages.

     In  the  event  of  default hereunder, in addition to the Late Payment, the
unpaid  principal  balance  shall  bear interest at the rate of eighteen percent
(18%) per annum from the date of default until paid.  Holders may accelerate the
maturity of this Note in the event there is any default under this Note.  On the
acceleration  of  the  maturity  of  this Note, the entire principal balance and
accrued  interest  thereon  shall  become  immediately  due  and  payable.

     If  any  interest  to  be  charged under this Note would exceed the maximum
amount allowed by law for an obligation of this kind, the interest to be charged
under  this  Note  is  automatically  reduced by virtue of this paragraph to the
maximum  amount  allowed  by  law  for  an  obligation  of  this  kind,  and the
enforceability  of  this  Note  is  not  otherwise  affected  by such reduction.

     Payor  shall  have the right to prepay, at any time without penalty, all or
any  portion  of  principal  and/or  accrued interest, provided that any partial
payments  shall  be  deemed  applied  first  to  accrued  interest  and  then to
principal.


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     All  amounts  advanced  by the Holders of this Note to protect the Holders'
rights  under  this  Note  shall  bear  interest at the rate of interest then in
effect  on  this  Note,  including  any  default  rate  of  interest.

     Payor  waives the application of the statute of limitations as a defense to
the enforcement of this Note.  Payor waives presentment, notice of dishonor, and
protest.

     The rights and obligations arising from this Note shall be governed by, and
construed  according  to,  the  law  of  California.

     Payor  hereby consents to the jurisdiction and venue of any court (state or
federal)  sitting  in  Orange  County,  California.

     If  any  action  is  instituted  to enforce this Note, the prevailing party
shall be awarded all costs of litigation, including attorney fees.

     This Note is secured by a Pledge Agreement of even date herewith.

                                        AMERICAN FIRE RETARDANT CORP.,
                                        INC., a Nevada corporation

                                        By:  _____________________________
                                             RANDY W. BETTS, CFO


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