Exhibit 10.4
Form SB-2/A
Ogden Golf Co. Corporation

                                 PROMISSORY NOTE


Amount: $9,000.00                                           Date: March 31, 2004
Principal Amount

     FOR VALUE  RECEIVED,  Paul Larsen  (hereinafter  referred  to as  "Maker"),
promises to pay to the order of Ogden Golf Co.  Corporation  at 1781  Washington
Boulevard, Ogden, UT 84401 (hereinafter referred to as "Payee"), the sum of Nine
Thousand  Dollars   ($9,000.00)   together  with  interest  thereon  until  this
Promissory Note is paid in full.

                                  PAYMENT TERMS

     This Note,  together with accrued interest  thereon,  is payable in full on
March 31, 2005.  Interest  shall accrue on the unpaid  principal  balance at the
rate of five percent (5%) per annum  commencing  on April 1, 2004.  All payments
shall be made to the order of Payee at the  address  set forth  above or at such
other place as the holder  shall from time to time  designate.  Any  payments on
account of principal  and interest  shall be applied first to accrued but unpaid
interest and the remainder thereof shall be applied to principal.

                                   PREPAYMENT

     Maker shall have the  privilege of prepaying  principal in whole or in part
at any time, and such  prepayments  made by made without penalty or premium.  No
partial  prepayment  shall postpone or interrupt  payments of future payments of
principal  and  interest  which  shall  continue to be due and payable as agreed
hereinabove.

                                EVENTS OF DEFAULT

     The  occurrence of any of the following  events with respect to Maker shall
constitute a default hereunder:  (a) if any payment of principal or interest due
and payable  under this  Promissory  Note shall not be paid when due,  and shall
continue unpaid for a period of fifteen (15) days following  notice thereof;  or
(b) if Maker  shall be  unable  to pay its debts as they  become  due,  or shall
become  insolvent,  or shall  voluntarily  suspend  transaction  of  business or
operations;  or (c) if  Maker  shall  make  an  assignment  for the  benefit  of
creditors,  or file a voluntary  petition under the Bankruptcy Code, as amended,
or any other  Federal  or State  insolvency  law or apply for or  consent to the
appointment  of a  receiver,  trustee  or  custodian  of all  or a  part  of its
property; or (d) if Maker shall file an answer admitting the jurisdiction of the
court and the material  allegations of an involuntary  petition filed against it
under the Bankruptcy Code, as amended,  or any other Federal or State insolvency
law,  or shall fail to have such a petition  dismissed  within  thirty (30) days
after its filing.





                                ACCELERATION AND
                                 OTHER REMEDIES

     Upon the  occurrence  of an event of default  hereunder,  the entire unpaid
amount of principal and interest hereunder owing to Payee by Maker shall, at the
option of Payee or any other holder hereof,  become  immediately due and payable
without  notice or  demand.  In  addition,  upon the  occurrence  of an event of
default  hereunder,  Payee shall have all rights and remedies provided under the
Uniform  Commercial Code as in effect from time to time in the State of Utah and
all  other  applicable  laws and  shall be  deemed  to have  exercised  the same
immediately without notice or further action.

                          WAIVERS AND COLLECTION COSTS

     Presentment for payment for acceptance,  demand and protest,  and notice of
dishonor of payment or acceptance,  notice of protest and notice of any renewal,
extension,  modification or change of time,  manner,  place or terms of payment,
are hereby waived by Maker or any endorsers,  sureties,  and guarantors  hereof.
Any failure or delay to exercise any right hereunder shall not be construed as a
waiver of the right to exercise the same or any other right at any other time or
times.  The  waiver by Payee of a breach or default  of any  provisions  of this
Promissory  Note shall not operate or be construed as a waiver of any subsequent
breach or default thereof.

     Maker  shall pay Payee for all  costs and  expenses,  including  reasonable
costs and  attorneys'  fees paid or incurred by Payee to enforce the  provisions
hereof and collect Maker's obligations hereunder.

                                OTHER PROVISIONS

     This Promissory Note shall be construed according to, and shall be governed
by, the laws of the State of Utah. The provisions of this  Promissory Note shall
be deemed  severable,  so that if any provision hereof is declared invalid under
the laws of any state where it is in effect, or of the United States,  all other
provisions of this Promissory Note shall continue in full force and effect. This
Promissory Note may be amended only by a writing signed on behalf of each party.

     This  Promissory  Note shall be binding upon the  successors and assigns of
Maker,  and shall  inure to the  benefit  of and be  enforceable  by the  heirs,
personal  representatives,  successors  and assigns of Payee or any other holder
hereof.

     IN WITNESS WHEREOF, the undersigned has duly executed, sealed and delivered
this Promissory Note the day and year first above written.


                                          By    /s/ Paul Larsen
                                                Paul Larsen

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