MOUNTAIN OIL INC
SB-2/A, EX-10, 2000-12-27
OIL & GAS FIELD EXPLORATION SERVICES
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Exhibit Ref. 10.4
Form SB-2, Amendment No. 2
Mountain Oil, Inc.
SEC File No. 333-37842

                         PROMISSORY NOTE

   $85,000.00                                        September 5, 2000
                                                     Roosevelt, Utah

     For Value received, the undersigned, Mountain Oil, Inc., the
"borrower",  promises to pay to the order of Joseph F.  Ollivier,
the  "Lender", at 3191 North Canyon Rd., Provo, Utah, or at  such
other  places as the holder hereof may designate in writing,  the
sum   of   EIGHTY-FIVE  THOUSAND  DOLLARS  ($85,000.00)  payable,
together  both  before and after judgment, with interest  on  the
unpaid balance from the date of this note, until paid in full, at
the rate of twelve (12%) per annum.


     The principal and interest shall be paid as follows:

     Borrower shall pay all accrued interest, penalties and costs
on  or  before the 5th day of October, 2000, and on the twentieth
day  of  each month thereafter until February 5, 2001.   Borrower
shall pay this note in full, including all outstanding principal,
accrued  interest, penalties and costs, on or before February  5,
2001.

      Prepayment  of  this note with interest and any  attorney's
fees and costs to date of payment may be made at any time without
penalty.

      If  the undersigned shall become insolvent or if the holder
deems themselves insecure or if default be made in payment of the
whole  or  any part of any installment at the time  when  or  the
place  where  the same becomes due and payable as foresaid,  then
the  entire unpaid balance, with interest, shall, at the election
of the holder hereof and with our notice of said election at once
become   due   and  payable.   In  the  event  of   default   and
acceleration, the undersigned, agrees to pay to the holder hereof
reasonable attorney's fees, legal expenses, and lawful collection
costs in addition to all other sums due hereunder.

      Presentment,  demand,  protests,  notice  of  dishonor  and
extension  of  time  without notice are  hereby  waived  and  the
undersigned consents to the release of any security, or any  part
thereof, with or without substitution.

      This  note  is secured by the UUC-1 financing statement,  a
copy of which is attached hereto as Exhibit "A".

     DATED this 5th day of September 2000.

                                   MOUNTAIN OIL, INC.
                                   /s/ Craig Phillips, President

                               E-1
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