$290,192.44

                                 PROMISSORY NOTE

        FOR  VALUE  RECEIVED,  GAMEPLAN,  INC., a  Nevada  corporation ("Maker")
promises to pay to Robert G. Berry or order,  Two Hundred  Ninety  Thousand  One
Hundred Ninety Two Dollars and Forty Four cents  ($290,192.44)  with interest on
the unpaid balance at two percentage  points above the base rate as published in
the Wall Street Journal,  as that base rate for large unsecured  corporate loans
at U.S.  money  center  banks,  as the same may  change  from time to time while
amounts due hereunder remain unpaid,  with the entire unpaid balance and accrued
interest  due and  payable on or before  February  1, 2002,  with no penalty for
pre-payment.  In the event of prepayment,  Payee reserves the right to apply the
payments to principal,  interest or both at his sole  discretion.

        The amount of this  promissory  note has been  calculated  as follows:

The  remaining  unpaid  principal  balance due to Robert g. Berry is One Hundred
Forty Seven  Thousand  Two  Hundred  Sixty  Dollars and no cents.  Cumulatively,
unpaid interest to Jan. 1, 2001 is the difference  between the principal due and
the total sum of this note,  which totals One Hundred  Forty Two  Thousand  Nine
Hundred  Thirty Two  Thousand  Dollars  and Forty Four cents as of Jan. 1, 2001.
Additional  interest above the face amount of this note is due from Jan. 1, 2001
to the due date of this note.

        Payments of principal and interest  shall be made in lawful money of the
United States of America to the  above-named  Payee at 3701 Fairview Road,  Reno
NV, 89511 or order.


                                       1



        Every  Maker,  endorser,  and  guarantor of this Note, or the obligation
represented  hereby,  waives presentment,  demand,  notice,  protest,  notice of
protest, or enforcement of this Note, assents to any extensions or postponements
of the time of payment or any other indulgence and to the addition to release of
any other party or person  primarily or secondarily  liable.  None of the rights
and remedies of the payee  hereunder  are to be waived or affected by failure or
delay to exercise them.  All remedies  conferred on the Payee of this Note shall
be cumulative and none is exclusive. Such remedies may be exercised concurrently
or consecutively at the payee's option.

        If this Note is placed with an attorney for collection,  or if suit be
instituted for collection, or if any other remedy permitted by law is pursued by
the Payee  hereof,  because of any default in the terms and  conditions  herein,
then in such event,  the undersigned  agrees to pay reasonable  attorney's fees,
costs and other expenses  incurred by the payee hereof in so doing.

        This Note is unsecured.

        Dated this 1st day of February, 2001

                                        GAMEPLAN, INC.

                                        By:   /s / Robert G. Berry
                                           -------------------------------------
                                            Robert G. Berry, President