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Exhibit 10.39

                            COGNOVIT PROMISSORY NOTE
U.S. $1,200,000.00                                              January __, 2000



         FOR VALUE RECEIVED, the undersigned, WESTAR FINANCIAL SERVICES
INCORPORATED, a Washington corporation ("Maker"), hereby promises to pay to the
order of NAVIDEC, INC., a Colorado corporation ("Payee"), the principal sum of
One Million Two Hundred Thousand Dollars and no Cents ($1,200,000.00), plus
interest at a rate of six percent (6%) per annum, payable in accordance with the
terms and conditions set forth herein.

         1.       Payment.

                  (a)      The principal amount of this Note, together with all
         interest accrued thereon, shall be due and payable on March 31, 2000.
         Interest shall be calculated on the basis of a 365- day year, based on
         the actual number of days the principal amount of this Note is
         outstanding.

                  (b)      In the event Maker defaults in the payment of the
         amount evidenced by this Note, Payee may, at its discretion, reset the
         rate of interest hereunder to ten percent (10%) per annum until such
         time as the installment is paid in full.

                  (c)      Payment shall be made at the Payee's principal place
         of business, or such other place as the Payee shall have last
         designated to the Maker in writing.

         2.       Prepayment. Maker may prepay this Note in whole or part at any
time, or from time to time, without premium or penalty.

         3.       Application of Payments. All payments at any time received by
Payee hereunder shall be applied first to the payment in full of any costs
incurred in the collection of any sum due under this Note, including but not
limited to reasonable attorneys' fees, then to the payment in full of the
accrued unpaid interest and finally to the reduction of the unpaid principal
balance of this Note.

         4.       Default. The entire unpaid principal of this Note, together
with the interest accrued thereon, shall, at the option of Payee, become
immediately due and payable in full to Payee upon the occurrence of any of the
following events:

                  (a)      Maker fails to make payment of this Note in full on
         the date due and payable; or

                  (b)      Maker pursuant to or within the meaning of any
         Bankruptcy Law (as defined below)

                           (i)      commences a voluntary case,

                           (ii)     consents to the entry of an order for relief
                  against it in an involuntary case,

                           (iii)    consents to the appointment of a Custodian
                  of it or for all or substantially all of its property,

                           (iv)     makes a general assignment for the benefit
                  of its creditors; or


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                  (c)      A court of competent jurisdiction enters an order or
         decree (which order or decree remains unstayed and in effect for 90
         days) under any Bankruptcy Law that:

                           (i)      is an order for relief against Maker in an
                  involuntary case, or

                           (ii)     appoints a Custodian of Maker or for all or
                  substantially all of his or its property; or

                  (d)      Any material portion of Maker's assets is attached,
         seized, subjected to a writ or distress warrant, or is levied upon, or
         comes into the possession of any judicial officer.

         The term "Bankruptcy Law" means Title 7, 11 or 13, U.S. Code or any
similar Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

         5.       Severability. In the event that any one or more provisions of
this Note are unenforceable or invalid under any federal, state or other
applicable law, such unenforceability or invalidity shall not render any other
of the provisions hereof unenforceable or invalid, but in any such event this
Note shall be construed in all respects as if such unenforceable or invalid
provisions were omitted herefrom.

         6.       Collection. If this Note is placed in the hands of an attorney
for collection, or is collected through any court, including any bankruptcy
court, Maker shall pay to Payee reasonable attorneys' fees, courts costs and all
other costs and expenses incurred in collecting, or attempting to collect, this
Note, to the extent the same is legally allowed by law. The failure of Payee to
exercise any right or remedy hereunder shall not be construed as a waiver of the
right to exercise the same or any other right or remedy at any other time.

         7.       Notice. Any notice required by any provision hereof shall be
deemed to have been given upon being placed in the United States mail sent
registered or certified mail, return receipt requested, postage prepaid, to the
recipient's principal place of business or such other address as may be
designated in writing by Payee or Maker, as the case may be.

         8.       Binding Effect. This Note shall be binding upon Maker and its
successors and assigns.

         9.       Governing Law. This Note shall be governed and construed in
accordance with the laws of the State of Washington.

         10.      Confession of Judgment. The Maker authorizes any
attorney-at-law at any time or times after the maturity hereof to appear in any
state or federal court of record in the United States of America, to waive the
issuance and service of process, to admit the maturity of this Note and the
nonpayment thereof when due, to confess judgment against the undersigned in
favor of the holder of this Note for the amount then appearing due, together
with interest and costs of suit, and thereupon to release all errors and to
waive all rights of appeal and stay of execution. The foregoing warrant of
attorney shall survive any judgment, and if any judgment be vacated for any
reason, the holder hereof nevertheless may thereafter use the foregoing warrant
of attorney to obtain an additional judgment or judgments against the
undersigned.



                                     WESTAR FINANCIAL SERVICES INCORPORATED


                                     _______________________________  By:
                                     Its:


         The undersigned, R.W. Christensen, Jr., hereby guarantees payment of
the foregoing Cognovit Promissory Note.


                                                     ---------------------------
                                                     R.W. Christensen, Jr.


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