Exhibit 10.1

THIS PROMISSORY NOTE AND THE UNDERLYING COMMON STOCK ("COMMON STOCK") OF THIRD
MILLENNIUM INDUSTRIES, INC. (THE "COMPANY") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY REGULATIONS PROMULGATED THEREUNDER
(COLLECTIVELY, THE "SECURITIES ACT") OR WITH THE SECURITIES AUTHORITIES OF ANY
STATE UNDER ANY STATE SECURITIES LAWS AND ANY REGULATIONS PROMULGATED THEREUNDER
(COLLECTIVELY, "STATE SECURITIES LAWS"). AS A CONSEQUENCE, NEITHER THIS
PROMISSORY NOTE NOR COMMON STOCK MAY BE SOLD, TRANSFERRED, ASSIGNED, MORTGAGED,
PLEDGED, LIENED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF
(COLLECTIVELY, A "TRANSFER") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.

                                 EIGHT PERCENT
                                PROMISSORY NOTE

$300,000.00                                                Springfield, Missouri
                                                               December 30, 2003

FOR VALUE RECEIVED, THIRD MILLENNIUM INDUSTRIES, INC., a Nevada corporation with
an office at 4933 HWY 60, Rogersville, MO 65742, including its successors and
assigns, ("Borrower"), hereby promises to pay to the order of, BARRETT
SUTHERLAND ACQUISITION, LLC, a Missouri limited liability company ("Lender"),
the principal sum of Three Hundred Thousand Dollars ($300,000.00) (the
"Principal Amount"), with interest on any unpaid balance of such amount at the
rate of interest specified herein, in lawful money of the United States of
America and in immediately available funds in accordance with the terms hereof.
The unpaid Principal Amount Promissory Note (this "Note"), together with all
accrued and unpaid interest hereunder, shall be due and payable on the Maturity
Date (as defined below), unless this Note is prepaid in accordance with Section
3. This Note evidences a loan (the "Loan") made by Lender to Borrower in the
Principal Amount.

1.       Definitions.

         1.1.     Certain Defined Terms. As used in this Note, the following
terms have the meanings indicated below:

         "Business Day" means a day other than Saturday, Sunday or other day on
which commercial banks in Springfield, Missouri are authorized or required by
law or executive order to close.

<PAGE>

         "Common Stock" means the $0.001 par value common stock of Borrower.

         "Default" means any event which, with the passage of time or the giving
of notice, or both, could become an Event of Default.

         "Default Rate" means a rate of interest equal to the Stated Interest
Rate plus three (3) percentage points per annum.

         "Disbursement Date" means the date hereof.

         "Dollars" or "$" mean lawful currency of the United States of America
and, in relation to any amount to be disbursed or paid under this Note,
immediately available funds or such other funds as may be acceptable to Lender
in its sole discretion.

         "Event of Default" has the meaning set forth in subsection 6.1.

         "Indebtedness" of any Person means as of the date of any determination
thereof, (i) all indebtedness for borrowed money or purchase money financing,
(ii) all indebtedness evidenced by a note, bond, debenture or similar instrument
(but only to the extent actually disbursed), (iii) the face amount of all
letters of credit and, without duplication, all unreimbursed amounts drawn
thereunder, (iv) all payment obligations under any interest rate protection
agreements and currency swaps and similar agreements, (v) all indebtedness under
capitalized leases, (vi) all obligations to pay money or assume indebtedness in
respect of the acquisition of property, securities and other assets, (vii) all
obligations in respect of guaranties, (viii) all obligations to purchase,
repurchase or otherwise acquire, to supply or advance funds or to become liable
(directly or indirectly) with respect to any indebtedness or obligation of any
Person and (ix) all refundings, renewals, extensions or restatements of any of
the foregoing.

         "Maturity Date" is defined in Section 2.2.

         "Person" means an individual, a corporation, an association, a joint
stock company, a business trust, a partnership, a joint venture, a limited
liability company, an unincorporated organization, or a government or any agency
or political subdivision thereof.

         "Securities Act" means, collectively, the Securities Act of 1933, as
amended, and any regulations promulgated thereunder.

         "State Securities Act" means, collectively, the securities law of any
State that is applicable to this Note or the Common Stock and any regulations
promulgated thereunder.

         "Stated Interest Rate" means simple interest at the rate of eight
percent (8%) per annum.

         "Taxes" means any and all present and future taxes, levies, imposts,
duties, fees,

deductions, withholdings or charges of a similar nature imposed or assessed by
any country or any political subdivision or taxing authority thereof (but not
including any

                                       2

<PAGE>

income or franchise taxes of Lender), together with any interest thereon and any
penalties with respect thereto.

         1.2.     Computation of Time Periods. Unless otherwise provided herein,
with respect to the computation of periods of time from a specified date to a
later specified date herein, the word "from" means "from and including" and each
of the words "to" and "until" means "to but excluding".

         1.3.     Dollar Amounts. All dollar amounts used herein shall mean
Dollars.

         1.4.     Construction. In this Note, the singular includes the plural,
the plural includes the singular, and the word "or" is used in the inclusive
sense.

2.       The Loan.

         2.1.     Use of Loan Proceeds. The proceeds of the Loan shall be used
for the general working capital needs of Borrower and payment of debt.

         2.2.     Maturity Date. The Maturity Date for the Loan shall be the
earlier of (i) May 28, 2004 or (ii) such other date as the Principal Amount
shall become due and payable pursuant to the terms and provisions of this Note.

3.       Payments.

         3.1.     Funding Fee. At the times indicated below, Borrower shall
issue to or cause to be transferred to Lender the following:

                  3.1.1    Contracts. Upon the execution hereof, Borrower shall
                  transfer to Lender all of Borrower's rights under and to all
                  existing contracts and/or agreements to purchase all of (i)
                  the stock of Barrett Trailers, Inc. and/or (ii) the assets of
                  J.D. Sutherland. Borrower shall deliver all documents that
                  are reasonably requested by Lender to effectuate such transfer
                  including, but not limited to, assignment instruments and all
                  required consents from the various selling parties.

                  3.1.2    Warrant. Upon the execution hereof, Borrower shall
                  issue a warrant to Lender for the purchase of Three Million
                  (3,000,000) shares of Common Stock at a price of $1.25 per
                  share. Such warrant shall be exercisable at Lender's option
                  until May 30, 2007.

                  3.1.3    Preferred Stock. On or before February 6, 2004,
                  Borrower shall obtain all required shareholder approvals
                  concerning the issuance and transfer to Lender of One Million
                  (1,000,000) shares of convertible Preferred Stock. All
                  required notices to shareholders in connection with obtaining
                  such approval shall be sent on or before January 15, 2004.
                  Such Preferred Stock shall have twelve (12) votes for each
                  share and shall be convertible at Lender's option into Twelve
                  Million (12,000,000) shares of Common Stock on or at any time

                                       3

<PAGE>

                  after May 30, 2004. Unless this Note and all amounts owed by
                  Borrower to Philip E. Tearney and William P. Moore, III, as
                  Trustee of the William P. Moore III Revocable Trust dated
                  October 9, 2001 are paid in full prior to such time, all
                  voting rights associated with such Preferred Stock shall be
                  fully vested in Lender on or before February 28, 2004, and the
                  certificates representing such Preferred Stock shall be issued
                  and delivered to Lender as soon thereafter as practicable.

                  3.1.4    DePriest Common Stock. Upon the execution hereof,
                  Borrower shall cause Dennis DePriest to transfer to Lender
                  945,000 shares of the Common Stock owned by Dennis DePriest.
                  (The making of such transfer shall affirm that the loan
                  contemplated by this Note inures to the personal benefit of
                  Dennis DePriest.)

                  3.1.5    Spencer Common Stock. Upon the execution hereof,
                  Borrower shall cause Greg Spencer to transfer to Lender
                  945,000 shares of the Common Stock owned by Greg Spencer. (The
                  making of such transfer shall affirm that the loan
                  contemplated by this Note inures to the personal benefit of
                  Greg Spencer.)

                  3.1.6    DePriest LLC Interest. Upon the execution hereof,
                  Borrower shall cause Dennis DePriest to transfer to Lender all
                  of Dennis DePriest's interests in HIC of Mo, LLC. (The making
                  of such transfer shall further affirm that the loan
                  contemplated by this Note inures to the personal benefit of
                  Dennis DePriest.) There shall be delivered to Lender all
                  documents that are reasonably requested by Lender to
                  effectuate such transfer including, but not limited to,
                  assignment instruments and all required consents from the
                  limited liability company and its members and creditors.

                  3.1.7    Spencer LLC Interest. Upon the execution hereof,
                  Borrower shall cause Greg Spencer to transfer to Lender all of
                  Greg Spencer's interests in HIC of Mo, LLC. (The making of
                  such transfer shall further affirm that the loan contemplated
                  by this Note inures to the personal benefit of Greg Spencer.)
                  There shall be delivered to Lender all documents that are
                  reasonably requested by Lender to effectuate such transfer
                  including, but not limited to, assignment instruments and all
                  required consents from the limited liability company and its
                  members and creditors.

         3.2.     Payment of Interest.

                  3.2.1.   Interest Rate; Interest Payment. Interest shall
accrue on any unpaid balance of the outstanding Principal Amount at the Stated
Interest Rate: (a) from and including the Disbursement Date through the Maturity
Date, and (b) shall be due and payable on the Maturity Date. All interest and
fees accruing under the Note shall be computed on the basis of a 360-day year
and the actual number of days elapsed.

                  3.2.2.   Default Interest. Notwithstanding anything to the
contrary contained in this Note, if Borrower shall fail to make any payment when
due of principal, interest or any other amount owing under this Note, then such
principal, interest or other amount shall accrue interest thereon at a rate
equal to the Default Rate to the fullest extent permitted by

                                       4

<PAGE>

law from the date such payment was due until payment in full of the amount
overdue plus such interest thereon.

                  3.2.3.   Maximum Interest. Anything in this Note to the
contrary notwithstanding, the interest rate on the Loan shall in no event be in
excess of any maximum interest rate permitted by applicable law; provided,
however, that, to the extent permitted by applicable law, in the event that
interest is not collected as a result of the operation of this subsection and
interest thereafter payable pursuant to this Note shall be less than such
maximum amount, then such interest thereafter payable shall be increased up to
such maximum amount to the extent necessary to recover the amount of interest,
if any, theretofore uncollected as a result of the operation of this subsection.
In determining whether or not any interest payable under this Note exceeds the
maximum rate permitted by applicable law, any non-principal payment, except
payments specifically stated to be "interest", shall be deemed, to the extent
permitted by applicable law, to be a fee, expense reimbursement or penalty,
rather than interest.

         3.3.     Payments of Principal.

                  3.3.1.   Maturity. Subject to subsection 3.6 hereof, the
unpaid balance of the Principal Amount, together with all accrued and unpaid
interest, and all other amounts payable under the Note, shall be due and payable
in full on the Maturity Date.

                  3.3.2.   Prepayment. Subject to subsection 3.6 hereof, (i)
Borrower may at any time prior to the Maturity Date prepay all or any portion of
the Principal Amount without penally, upon ten (10) days advance notice to
Lender specifying the date and amount of such repayment; and (ii) Borrower's
notice of prepayment, once given, shall obligate Borrower either (a) to make the
prepayment on the date specified therein or (b) pay Lender's reasonable
out-of-pocket costs and damages incurred as a result of Borrower's failure to
make such prepayment on the date specified for such prepayment.

         3.4.     Manner of Payments. Each payment of principal of and interest
on this Note shall be made by check of Borrower or by transferring the amount
thereof in Dollars in immediately available funds via the Fedwire or intra-bank
account transfer, not later than 5:00 p.m., Springfield, Missouri time, on the
date on which such payment shall be due. Each such payment shall be made without
setoff, offset, deduction or counterclaim.

         3.5.     Extension of Payments. If any payment from Borrower to Lender
under this Note shall become due on a day which is not a Business Day, the due
date thereof shall be extended to the next following day which is a Business Day
and such additional time shall be included in the computation of interest.

         3.6.     Application of Payments. Lender shall have the absolute right
to determine the order in which payments received by Lender under this Note
shall be applied to the amounts which are then due and payable under the Note,
regardless of any application designated by Borrower; provided, however, that,
unless and until the occurrence of an Event of Default hereunder, all payments,
including, without limitation, all prepayments, shall be applied first against
any fees or expenses due and payable to Lender under this Note, second, to the
payment of delinquency or late charges, third, to interest due and payable on
the Loan, and fourth to repay the Principal Amount.

                                       5

<PAGE>

4.       Defaults.

         4.1.     Events of Default. The occurrence of any one or more of
following shall constitute an "Event of Default."

                  4.1.1.   Borrower shall fail to pay any interest or principal
under this Note when due, whether at maturity, by acceleration or otherwise.

                  4.1.2.   Borrower shall fail to pay any other amount (whether
fees, Taxes or otherwise) payable to Lender or any other party under or as
required by this Note within ten (10) business days after demand therefore or
receipt of notice that such amount was due, whether at maturity, by acceleration
or otherwise.

                  4.1.3.   Borrower shall fail to perform or observe any
material obligations, covenants, terms, agreements or undertakings contained in
this Note (other than obligations, covenants, terms, agreements or undertakings
set forth in subsections 4.1.1 and 4.1.2), and such default shall continue
unremedied for a period of thirty (30) days after notice of such default is
delivered by Lender to Borrower; provided, however, that if Borrower commences
to cure such default during such thirty (30) day period but such default is not
susceptible to cure within such thirty (30) day period, such thirty (30) day
period shall be extended so long as Borrower is at all times diligently pursuing
the cure thereof.

                  4.14     Borrower shall take any action to change control of
Borrower or issue any securities without Lender's prior written consent.

5.       Remedies After Default. Upon maturity of this Note and/or the failure
to pay the Principal Amount, interest or any other sums due hereunder after the
expiration of any applicable notice and/or cure period and/or the occurrence of
any other Event of Default, Lender may, at its option, exercise all rights and
remedies to which it may be entitled under this Note at law or in equity,
including, without limitation, the right to declare the Principal Amount, all
interest thereon and all other amounts payable under this Note to be immediately
due and payable.

6.       General Provisions.

         6.1.     Assignment. This Note is a continuing obligation and shall be
binding upon and shall inure to the benefit of Borrower, Lender and their
respective successors and assigns. Notwithstanding the preceding sentence,
Lender may not sell, transfer, assign, mortgage, pledge, lien, hypothecate or
otherwise encumber or dispose of this Note or any Common Stock into which this
Note is convertible, except pursuant to the terms, provisions and conditions of
this Note.

         6.2.     Costs; Expenses. Borrower agrees to pay on demand all
reasonable costs and expenses, if any (including, without limitation, reasonable
fees and expenses of counsel of and for Lender) in connection with the
amendment, modification, extension, or enforcement of this Note and any other
documents to be delivered hereunder.

         6.3.     Severability. Every provision of this Note is intended to be
severable, and if any term or provision hereof shall be invalid, illegal, or
unenforceable for any reason, the

                                       6

<PAGE>

validity, legality, and enforceability of the remaining provisions hereof shall
not be affected or impaired thereby, and any invalidity, illegality, or
unenforceability in any jurisdiction shall not affect the validity, legality, or
enforceability of any such term or provision in any other jurisdiction.

         6.4.     Governing Law. This Note shall be governed by, and construed
in accordance with, the laws of the State of Missouri without regard to the
principles of conflicts of laws.

         6.5.     Entire Agreement. This Note and any other documents executed
in connection herewith and therewith contain the entire understanding of and
supersede all prior representations, warranties, agreements, arrangements,
understandings and negotiations, written and oral, between Lender and Borrower
with respect to the subject matter hereof and shall not be modified except in
writing executed by the parties hereto.

         6.6.     Waivers. Borrower waives presentment, demand for payment,
notice of dishonor and any or all notices or demands (other than any notices or
demands which cannot be waived by operation of law) in connection with the
delivery, acceptance, performance, default or enforcement of this Note and
consents to any or all delays, extensions of time, renewals, release of any
party, and of any available security therefor, and any and all waivers that may
be granted or consented to by Lender with regard to the time of payment or with
respect to any other provision of this Note, and agrees that no such action,
delay or failure to act on the part of Lender shall be construed as a waiver by
Lender of, or otherwise affect, in whole or in part, its right to avail itself
of any remedy with respect thereto.

         6.7.     Amendment; Waiver. No amendment, modification or waiver of any
provision of this Note, and no consent to any departure by Borrower therefrom,
shall in any event be

effective unless the same be in writing and signed by Lender and Borrower. Any
waiver of any provision of this Note, and any consent to any departure by
Borrower or Lender therefrom, shall be effective only in the specific instance
and for the specific purpose for which given. Neither failure nor delay on the
part of Lender to exercise any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or remedy hereunder preclude any other or further exercise thereof or the
exercise of any right, power or remedy. No notice to or demand on Borrower in
any case shall entitle Borrower to any other or further notice or demand in
similar or other circumstances. The rights herein provided are cumulative and
not exclusive of any rights provided by law.

         6.8.     Notices, Etc. All notices, approvals, demands, consents and
other communications ("notices") provided for or otherwise given hereunder shall
be in the English language, in writing, and shall have been duly given and shall
be effective (i) when delivered, (ii) the day following the day on which the
same has been delivered prepaid to a reputable national overnight courier
service or (iii) the third Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid and return receipt
requested, as follows:

                  To Borrower:                 Dennis K. DePriest, President
                                               Third Millennium Industries, Inc.

                                       7

<PAGE>

                                             4933 HWY 60
                                             Rogersville, MO 65742

                       To Lender:            Barrett Sutherland Acquisition, LLC
                                             10801 Mastin, Suite 920
                                             Overland Park KS 66210

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party. All such notices shall be effective as
set forth above and shall be effective against the party to which it is sent
irrespective of whether copies have been sent to other parties.

         6.9.     Headings. The headings contained in this Note are for
convenience of reference only and shall not affect the construction hereof.

         6.10.    Drafting. Borrower acknowledges that Borrower and Lender and
their respective counsel have reviewed and revised this Note, and Borrower
agrees that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of any
of this Note.

         6.11.    No Third Party Beneficiaries. Nothing in this Note shall
confer upon any Person, other than the parties hereto and their respective
successors and permitted assigns, any rights or remedies under or by reason of
this Note.

         6.12.    Non-Recourse. Notwithstanding anything to the contrary
contained in this Note, no individual member, partner, officer, or director of
Borrower or the manager or managers of Borrower shall have any personal
liability for the obligations of Borrower hereunder, but, rather, the terms,
covenants, provisions and obligations contained in this Note as made are only
intended to bind Borrower and the assets of Borrower as the same may exist from
time to time. The foregoing shall not diminish or release any of the obligations
of Borrower hereunder.

         IN WITNESS WHEREOF, Borrower has executed this Note as of the date
first above written.

                                          Third Millennium Industries, Inc.,
                                          a Nevada corporation

                                          By:  /s/ Dennis De Priest
                                               ---------------------------------
                                          Its: PRESIDENT

ACCEPTED, ACKNOWLEDGED AND
AGREED THIS 5th DAY
OF JANUARY, 2004

Barrett Sutherland Acquisition, LLC

                                       8

<PAGE>


By:  /s/ Phillip E. Tearney
     ---------------------------------
Its: Member

                                       9