Exhibit 10.1



                                 PROMISSORY NOTE

$150,000.00                                                        July 28, 2004

For value received,  B&B ARMR Corporation,  a Delaware corporation  (hereinafter
referred  to as  "Maker"),  promises  to  pay  to  the  order  of  C.A.  Rundell
(hereinafter  referred to as "Payee"),  the  principal  sum of One Hundred Fifty
Thousand Dollars ($150,000.00). The principal of and interest on this Note shall
be due and  payable in lawful  money of the United  States of  America,  to C.A.
Rundell,  Chase Bank Tower, 2200 Ross Avenue, Suite 4660 W, Dallas, Texas 75201.
All correspondence and notices should be mailed to the above address, or at such
other  place as the  holder  hereof may from time to time  designate  by written
notice to Maker.

         1.     Interest.  Interest shall accrue on the unpaid principal balance
due under this Note at an annual  rate  equal to eight  percent  (9%).  Interest
shall accrue from and including the date of this Note until,  but not including,
the day on which it is paid in full.  In no event  shall  the  interest  charged
hereunder  exceed the maximum rate of interest allowed from time to time by law.
Interest shall be due at maturity.

         2.     Payment of Note.  The  principal  balance  of,  and all  accrued
unpaid  interest on, this Note shall be due and payable one hundred twenty (120)
days from the date  hereof or upon the  receipt  of  payment  in full from Horne
Engineering on B&B invoice # 52925,  whichever comes first,  except as otherwise
provided herein. ("Maturity Date").

         3.     Prepayment.  This Note may be prepaid in whole or in part at any
time, at the option of Maker, without premium or penalty.

         4.     Default,  Enforcement.  Upon  default  in  payment of this Note,
Payee may pursue any and all rights and  remedies to which Payee may be entitled
under applicable law.

         5.     Limitation of Interest.  All agreements between Maker and Payee,
whether now  existing or  hereafter  arising  and whether  written or oral,  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of advancement of the proceeds  hereof,  acceleration  of the maturity of
the unpaid principal balance hereof,  or otherwise,  shall the amount contracted
for, charged,  received,  paid or agreed to be paid to the holder hereof for the
use,  forbearance,  or detention of the money  evidenced by this Note or for the
payment or performance of any covenant or obligation  contained herein or in any
other document pertaining to the indebtedness  evidenced by this Note exceed the
maximum  amount   permissible   under   applicable  usury  laws.  If,  from  any
circumstance  whatsoever,  fulfillment  of any provision  hereof or of any other
agreement  shall,  at the time  fulfillment  of such  provision be due,  involve
transcending the limit of validity  prescribed by law which a court of competent
jurisdiction may deem applicable hereto,  then, ipso facto, the obligation to be
fulfilled  shall  be  reduced  to the  limit of such  validity;  and if from any
circumstance  the holder  hereof  shall ever receive as interest an amount which
would exceed the maximum lawful rate, any amount equal to any excessive interest
shall (a) be  applied  to the  reduction  of the unpaid  principal  balance  due
hereunder  and not to the payment of  interest,  or (b) if such excess  interest
exceeds the unpaid principal balance of this Note, such excess shall be refunded
to Maker.  All sums contracted for,  charged or received  hereunder for the use,
forbearance  or detention of the  indebtedness  evidenced  hereby shall,  to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout  the full term of this Note until payment in full so that the rate of
interest on account of such indebtedness is uniform  throughout the term hereof.
The terms and  provisions of this  paragraph  shall control and supersede  every
other provision of all agreements between Maker and the holder hereof.





         6.     Waiver.  Except as otherwise  expressly  provided herein,  Maker
waives demand,  presentment for payment, notice of intent to accelerate,  notice
of acceleration,  notice of nonpayment or dishonor,  grace,  protest,  notice of
protest,  all other notices, and any and all diligence or delay in collection or
the filing of suit hereon.

         7.     Governing Law and Venue. This Note shall be construed  according
to and  governed  by the laws of the State of Texas.  The  obligations  of Maker
under this Note are performable in Dallas County, Texas.

         8.     Security.   This  Note  is  secured  by  one  certain  B&B  ARMR
Receivable Invoice #0052925 to Horne Engineering Services,  dated July 26, 2004,
in the amount of $171,500.00.

         9.     Stock Pledge Agreement. n/a

         10.    Successors and Assign.  This Note shall bind Maker's  successors
and assigns.

         11.    Collection  Costs. If this Note is collected by legal proceeding
or  through  a  probate  or  bankruptcy  court,  or is placed in the hands of an
attorney for  collection  after  default  (whether or not suit is filed),  Maker
agrees to pay all costs of collection and/or suit,  including but not limited to
reasonable attorneys' fees and expenses incurred by Payee.

         12.    Unenforceability.   The  invalidity,   or   unenforceability  in
particular circumstances,  of any provision of this Note shall not extend beyond
such provision or such circumstances,  and no other provision of this Note shall
be affected thereby.

         13.    Headings.  The  paragraph  headings of the sections of this Note
are inserted for  convenience of reference only and shall not affect the meaning
or interpretation of this Note.

IN WITNESS  WHEREOF,  Maker has duly  executed  this Note as of the day and year
first above written.


 B&B ARMR Corporation



 /s/ PETER BEARE
 -----------------------
 Peter Beare
 Chief Executive Officer




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