Bridge Loan Agr

EXHIBIT 10.14


This Promissory Note has not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws (the "State Acts"), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to Maker of a favorable opinion of the holder's counsel or submission to Maker of such other evidence as may be satisfactory to counsel to Maker, to the effect that any such transfer shall not be in violation of the Act and the State Acts.


PROMISSORY NOTE


$250,000.00 Denver, Colorado
May 11, 1999


D.E. Frey Group, Inc., a Delaware corporation ("Maker"), hereby promises to pay to the order of Frank H. and Marilyn Richardson, individuals ("Lender") the principal sum of $250,000, together with interest thereon in lawful money of the United States as herein provided.


1. Interest. The unpaid principal balance of this Note shall bear
-------- interest commencing on the date all proceeds of the loan are received by Maker, such interest to be at the rate of 13.5% per annum, payable in arrears in calendar quarterly installments. Each such quarterly interest payment shall be due and payable within 10 days of the end of each calendar quarter. Interest shall be calculated based on the actual number of days the principal balance remains outstanding in a year of 365 days.


2. Maturity. The unpaid principal balance of this Note, together with
-------- accrued and unpaid interest, shall be due and payable at the earlier of one year from the date on which all proceeds of the loan have been received by Maker.


3. Prepayment. The unpaid principal balance of the Note, together with
---------- accrued and unpaid interest, may be paid in whole or in part, at any time in the sole discretion of Maker. The Maker agrees to pay 103% of the principal balance of the Note as full satisfaction of the principal if the Maker elects to prepay. Any prepayment in part by Maker shall be first allocated to any accrued and unpaid interest, with any remaining amount being allocated to the unpaid pri ...