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                                                                   EXHIBIT 10.40

                           CONTINGENT PROMISSORY NOTE

                               New York, New York
$375,000.00                                                     December 6, 1999

                  IN CONSIDERATION OF the profit participations granted herein,
if, and when, the Tranche A Condition and/or the Tranche B Condition (each, as
defined below) shall have been satisfied, Marketvision, Inc., a Colorado
corporation with its chief executive office and principal place of business at
10065 East Harvard, Suite 750, Denver, Colorado 80231 ("Maker") promises to pay
to Joseph L. Temple, Jr., a resident of the State of Colorado, at his legal
address at 10065 East Harvard, Suite 750, Denver, Colorado 80231 ("Payee") (or
such other place as Payee may hereafter designate in writing), in immediately
available funds and in lawful money of the United States of America, the maximum
aggregate principal sum of (i) One Hundred Eighty-Seven Thousand Five Hundred
and No/100 Dollars ($187,500.00) (the "Tranche A Payment") and/or (ii) One
Hundred Eighty-Seven Thousand Five Hundred and No/100 Dollars ($187,500.00) (the
"Tranche B Payment"), together with interest thereon as more fully set forth
herein, and subject to the terms and conditions more fully set forth herein.

1. DEFINITIONS. As used in this Note, the following terms shall have the
respective meanings indicated:

                  "Auditors" means Maker's regular outside independent
accounting and auditing firm.

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

                  "Business Plan" means that certain business plan attached
hereto as Exhibit A.

                  "Ceiling Rate" means, on any day, the maximum non-usurious
rate of interest permitted for that day by whichever of applicable federal or
state laws permits the higher interest rate, stated as a rate per annum.

                  "Default" shall have the meaning set forth in Paragraph 6.

                  "Marketvision" means Marketvision, Inc., a Colorado
corporation.

                  "Obligations" means the obligations of Maker evidenced by this
Note.

                  "Past Due Rate" means, on any day, a rate per annum equal to
the Stated Rate plus two percent (2%) per annum.

                  "Person " means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other
entity of whatever nature.

                  "Representatives" means, collectively, each and every trustee,
agent or other Person acting on behalf of any Senior Creditor with respect to
any Senior Obligation or any security therefor.

                  "Senior Creditors" means, collectively, at any time: (a)
Toronto Dominion (Texas), Inc., (b) any member of a syndicate of commercial
banks that has outstanding loans to the Holdings or any of its direct or
indirect subsidiaries, and (c) any other then holder of a Senior Obligation
(other than a Representative).




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                  "Senior Credit Agreement" means, collectively, (i) that
certain Credit Agreement dated as of May 25, 1999, among Holdings, certain
subsidiaries of the Holdings, including Maker, certain financial institutions
from time to time party thereto and Toronto Dominion (Texas), Inc., as Agent and
(ii) that certain Credit Agreement dated as of May 25, 1999, among the Holdings,
certain subsidiaries of the Holdings, including Maker, Onex ClientLogic Finance
LLC, as Lender and Toronto Dominion (Texas), Inc., as Agent, as each of the
foregoing may be amended, restated, supplemented, modified or waived from time
to time.

                  "Senior Debt Documents" means, collectively, (i) the Senior
Credit Agreement and (ii) any other document guaranteeing or securing any Senior
Obligation or pursuant to which any indebtedness, obligation or liability
constituting a Senior Obligation is made or provided for.

                  "Senior Notes" means the promissory notes of the Holdings
outstanding from time to time under either Senior Credit Agreement and any other
outstanding note issued from time to time by, under, with respect to, or as
evidence of any Senior Obligation.

                  "Senior Obligations" means, collectively: (a) all principal
of, and premium, if any, and interest on, the Senior Notes issued pursuant to
the Senior Credit Agreement and the indebtedness evidenced thereby, (b) all
other indebtedness, obligations and liabilities of Maker to any Senior Creditor
or any other Representative from time to time under or with respect to any
Senior Credit Document (including, without limitation, all fees, costs and
expenses payable by the Holdings or any guarantor thereunder), (c) all other
indebtedness, obligations and liabilities, whether now existing or hereafter
incurred or created, of the Holdings or any guarantor to any Senior Creditor or
any other Representative for or with respect to borrowed money of the Holdings,
any guarantor or any other direct or indirect subsidiary of the Holdings
(including, without limitation, any fees and expenses associated therewith), (d)
any amounts payable by Maker under or in respect of any interest rate exchange
agreement, interest rate swap agreement or other similar agreement entered into
in respect of all or any portion of the Senior Obligations referred to in clause
(a) or (c) above, and (e) any refunding, refinancing, extension or increase of
any of the foregoing; including, without limitation, in each of the foregoing
cases, any interest accruing on any such indebtedness, liability or other
obligation at the legal rate after the commencement of any bankruptcy proceeding
and any additional interest that would have accrued thereon but for the
commencement of such bankruptcy proceeding, regardless of whether such interest
is collectible from the bankrupt Person.


                  "Specified Courts" shall have the meaning set forth in
Paragraph 10.

                  "Stated Rate" means 8.30%.

                  "Tranche A Condition" means the confirmation to Maker by the
Auditors that Marketvision has achieved in full the revenue goals for the fiscal
year ended December 31, 2000, as more fully set forth in the Business Plan.

                  "Tranche A Payment" has the meaning set forth in the Preamble
of this Note.

                  "Tranche B Condition" means the confirmation to Maker by the
Auditors that Marketvision has achieved in full the revenue goals for the fiscal
year ended December 31, 2001, as set forth in the Business Plan.

                  "Tranche B Payment" has the meaning set forth in the Preamble
of this Note.




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2. COMPUTATION OF INTEREST. Interest on the amount payable under this Note, if
any, shall be computed on such amount from and including the date such amount is
due (the date the Tranche A Condition or Tranche B Condition, as applicable, is
satisfied) through but excluding the date of payment in full of such amount. Any
such interest shall be computed for the actual number of days elapsed in a year
consisting of 365 or 366 days, as applicable.

3. TRANCHE A PAYMENT.

     (a) Upon satisfaction of the Tranche A Condition, the Tranche A Payment
shall be due and payable in three (3) equal, consecutive annual installments,
commencing upon the earlier to occur of (i) the delivery by Maker to Payee of
the report prepared by the Auditors in connection with their audit of Maker's
financial statements for the fiscal year ended December 31, 2000 or (ii) April
15, 2001. Interest on the Tranche A Payment shall be due and payable (at the
Stated Rate) quarterly in arrears, on the first Business Day of such quarter,
commencing with quarter following the first payment of the Tranche A Payment
hereunder.

     (b) All payments made pursuant to this Section 3 shall be made in cash.

     (c) If any portion of the Tranche A Payment shall become due on a day other
than a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of interest on this Note.

     (d) If the Tranche A Condition is not satisfied on or before the time
period specified in Section 3(a) above, then Maker's obligation to make the
Tranche A Payment shall be null and void, Maker shall have no further obligation
in respect of the Tranche A Payment and the Tranche A Payment shall be cancelled
in full.

4. TRANCHE B PAYMENT.

     (a) Upon satisfaction of the Tranche B Condition, the Tranche B Payment
shall be due and payable in full upon the earlier to occur of (i) the delivery
by Maker to Payee of the report prepared by the Auditors in connection with
their audit of Maker's financial statements for the fiscal year ended December
31, 2001 or (ii) April 15, 2002. So long as no Default has occurred and is
continuing with respect to the Tranche B Payment, such payment shall not bear
interest.

     (b) All payments made pursuant to this Section 4 shall be made in cash.

     (c) If any portion of the Tranche B Payment shall become due on a day other
than a Business Day, such payment may be made on the next succeeding Business
Day.

     (d) If the Tranche B Condition is not satisfied on or before the time
period specified in Section 4(a) above, then Maker's obligation to make the
Tranche B Payment shall be null and void, Maker shall have no further obligation
in respect of the Tranche B Payment and the Tranche B Payment shall be cancelled
in full.

5. NO USURY INTENDED; SPREADING. Notwithstanding any provision to the contrary
contained in this Note, it is expressly provided that in no case or event shall
the aggregate of (i) all interest on the unpaid balance of any payments made
under this Note and (ii) the aggregate of any other amounts accrued or paid
pursuant to this Note, which under applicable laws are or may be deemed to
constitute interest upon the Obligations evidenced by this Note from the date
hereof, ever exceed the Ceiling Rate. In this connection,




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Maker and Payee stipulate and agree that it is their common and overriding
intent to contract in strict compliance with applicable usury laws. In
furtherance thereof, none of the terms of this Note shall ever be construed to
create a contract to pay, as consideration for the use, forbearance or detention
of money, interest at a rate in excess of the Ceiling Rate. Maker or other
parties now or hereafter becoming liable for payment of the Obligations
evidenced by this Note shall never be liable for interest in excess of the
Ceiling Rate. If, for any reason whatever, the interest paid or received on this
Note during its full term produces a rate which exceeds the Ceiling Rate, Payee
shall credit against the principal of this Note (or, if such Obligations shall
have been paid in full, shall refund to the payor of such interest) such portion
of said interest as shall be necessary to cause the interest paid on this Note
to produce a rate equal to the Ceiling Rate. All sums paid or agreed to be paid
to Payee for the use, forbearance or detention of the Obligations evidenced
hereby shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread in equal parts throughout the full term of this Note, so
that the interest rate is uniform throughout the full term of this Note. The
provisions of this Section 5 shall control all agreements, whether now or
hereafter existing and whether written or oral, between Maker and each Payee.

6. DEFAULT. If any portion of this Note is not paid when due, whether by lapse
of time or acceleration or otherwise, within five (5) calendar days after Payee
has given Maker written notice thereof (a "Default"), then Payee may, at his
option, exercise any or all rights, powers and remedies afforded hereunder and
by law, including the right to declare the unpaid balance of this Note and
accrued interest thereon, if applicable, at once mature and payable and such
overdue obligation shall bear interest at the Past Due Rate from and after the
date the cure period expires until such amount is paid.

7. NO WAIVER BY PAYEE. No delay or omission of Payee to exercise any power,
right or remedy accruing to Payee shall impair any such power, right or remedy
or shall be construed to be a waiver of the right to exercise any such power,
right or remedy. Payee's right to accelerate this Note for any late payment or
Maker's failure to timely fulfill its other obligations hereunder shall not be
waived or deemed waived by Payee by Payee's having accepted a late payment or
late payments in the past or Payee otherwise not accelerating this Note or
exercising other remedies for Maker's failure to timely perform its obligations
hereunder. Payee shall not be obligated or be deemed obligated to notify Maker
that he is requiring Maker to strictly comply with the terms and provisions of
this Note before accelerating this Note and exercising his other remedies
hereunder because of Maker's failure to timely perform its obligations under
this Note.

8. COSTS AND ATTORNEY'S FEES. If any party hereto retains an attorney in
connection with any default or the collection, enforcement or defense of this
Note in any lawsuit or in any probate, reorganization, bankruptcy or other
proceeding, then the non-prevailing party agrees to pay to the prevailing party,
all reasonable costs and expenses incurred by the prevailing party in trying to
collect this Note or in any such suit or proceeding, including reasonable
attorney's fees. Any amount to be paid under this Section by Maker to Payee
shall be a demand obligation owing by Maker to Payee and shall bear interest
from the date of expenditure until paid at the Past Due Rate. If any amounts
shall be owing to Maker by Payee under this Section, then Maker shall have the
right, but not the obligation, to offset such amounts against any payments made
or due under this Note.

9. SECTION HEADINGS. Section headings appearing in this Note are for convenient
reference only and shall not be used to interpret or limit the meaning of any
provision of this Note.

10. VENUE; CHOICE OF LAW. THIS NOTE IS PERFORMABLE IN NEW YORK, NEW YORK, WHICH
SHALL BE A PROPER PLACE OF VENUE FOR SUIT ON OR IN RESPECT OF THIS NOTE. MAKER
AND PAYEE HEREBY IRREVOCABLY AGREE THAT ANY LEGAL PROCEEDING IN RESPECT OF THIS
NOTE MAY BE BROUGHT IN THE STATE COURTS OF




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NEW YORK, NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK (COLLECTIVELY, THE "SPECIFIED COURTS"). MAKER AND PAYEE
HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS OF
THE STATE OF NEW YORK. MAKER AND PAYEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS NOTE BROUGHT IN ANY SPECIFIED COURT, AND HEREBY FURTHER IRREVOCABLY WAIVE
ANY CLAIMS THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF MAKER AND PAYEE IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE SPECIFIED COURTS IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO MAKER OR PAYEE, AS
APPLICABLE. MAKER AND PAYEE AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF
NEW YORK AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

11. WAIVER OF JURY TRIAL. EACH MAKER AND PAYEE WAIVE ITS RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS NOTE, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY
SUCH RIGHTS OR OBLIGATIONS.

12. SUCCESSORS AND ASSIGNS. This Note and all the covenants and agreements
contained herein shall be binding upon, and shall inure to the benefit of, the
respective legal representatives, heirs, successors and permitted assigns of
Maker and Payee.

13. SEVERABILITY. If any provision of this Note is held to be illegal, invalid
or unenforceable under present or future laws, the legality, validity and
enforceability of the remaining provisions of this Note shall not be affected
thereby, and this Note shall be liberally construed so as to carry out the
intent of the parties to it.

14. ASSIGNMENT. Payee shall not have the right to assign this Note. Maker may
assign its obligations under this Note to any of its wholly-owned subsidiaries
or to any third party that purchases all or substantially all of the assets or
capital stock of Marketvision, by merger, consolidation or otherwise; provided
that simultaneously therewith, Maker shall give Payee written notice of such
assignment.

15. NOTICES. Any notice, request or other communication required or permitted to
be given hereunder shall be given in writing by delivering it against receipt
for it, by depositing it with an overnight delivery service or by depositing it
in a receptacle maintained by the United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, addressed to the
respective parties as reflected in the first paragraph to this Note. Maker's
address for notice may be changed at any time and from time to time, but only
advance written notice to Payee and shall be the most recent such address
furnished in writing by Maker to Payee. Payee's address for notice may be
changed at any time and from time to time, but only after ten (10) calendar days
advance written notice to Maker and shall be the most recent such address
furnished in writing by Payee to Maker. Actual notice, however and from whomever
given or received, shall always be effective when received.




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16. SUBORDINATION. This Note is subordinate in all rights to the Senior
Obligations of Maker but no provision of this Note shall impair, as between
Maker and the holder hereof, the obligation of Maker, which is unconditional and
absolute, to pay the principal of, and accrued and unpaid interest on, this Note
in accordance with its terms, nor is any provision hereof intended to or shall
affect the relative rights of the holder of this Note to other creditors of
Maker other than the Senior Creditors, nor shall anything herein prevent the
holder of this Note from exercising all remedies otherwise permitted by
applicable law upon default hereunder in accordance with the terms hereof
subject to the rights hereunder of the Senior Creditors; provided, however, that
the principal balance due under this Note may not be accelerated if said
acceleration will cause a default under any of Maker's obligations to the
holders of any Senior Obligation.

17. ENTIRE AGREEMENT. THIS NOTE EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN PAYEE AND MAKER WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL PRIOR CONFLICTING OR INCONSISTENT AGREEMENTS, CONSENTS AND UNDERSTANDINGS
RELATING TO SUCH SUBJECT MATTER. MAKER AND PAYEE ACKNOWLEDGE AND AGREE THAT
THERE IS NO ORAL AGREEMENT BETWEEN MAKER AND ANY PAYEE WHICH HAS NOT BEEN
INCORPORATED IN THIS NOTE.

                            [SIGNATURE PAGE FOLLOWS]




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

                                                     MAKER:

                                                     MARKETVISION, INC.



                                                     By: /s/ THOMAS O. HARBISON
                                                        ------------------------
                                                        Name: Thomas O. Harbison
                                                        Title: Chairman


                               SIGNATURE PAGE TO
                                 PROMISSORY NOTE