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                                                                   EXHIBIT 10.39

                                 PROMISSORY NOTE

                               New York, New York
$2,625,000.00                                                   December 6, 1999

                  FOR VALUE RECEIVED, 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 S.
Dianne Thompson, a resident of the State of Colorado, at her 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 aggregate
principal sum of Two Million Six Hundred Twenty-Five Thousand Dollars
($2,625,000.00) (or the unpaid balance of all principal outstanding under this
Promissory Note (this "Note") if that amount is less), together with interest
(subject to Section 5 hereof) as follows: (a) interest on the unpaid principal
balance of this Note from time to time outstanding at the Stated Rate and (b)
interest on all past due amounts, both principal and accrued interest, from the
expiration of the applicable notice or cure period until paid at the Past Due
Rate.

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

                  "Agreement" means that certain Stock Purchase Agreement dated
as of December 6, 1999 among ClientLogic Holding Corporation, a Delaware
corporation ("Holding"), Maker, Payee and Joseph L. Temple, Jr. relating to the
purchase by Holding of all of the outstanding common stock of Maker, as the same
may be amended, modified or supplemented from time to time.

                  "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.

                  "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.

                  "Closing Date" shall have the meaning assigned to it in the
Agreement.

                  "Common Stock" means the common stock of Holding, with a par
value of $.01, together with any equity security into which such Common Stock is
subsequently converted or exchanged. In the event that Holding is a party,
directly or indirectly, to any tender offer, acquisition, sale, merger, exchange
offer, recapitalization, restructuring or any similar transaction as a result of
which either (i) Holding is not the surviving corporation or (ii) Holding
becomes a subsidiary of any Person, Common Stock shall mean the common stock or
other equivalent equity security of such Person.

                  "Concurrent Promissory Note" means the promissory note between
Maker and Joseph L. Temple, Jr. entered into concurrently with this Note.

                  "Debt" means the aggregate outstanding principal and interest
evidenced by this Note.

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


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                  "Fair Market Value" means, at any date of determination, the
then-current fair market value of the Common Stock, as determined in the
discretion of the Board of Directors of the issuer of the Common Stock, acting
in good faith. Fair Market Value shall be determined without regard to the
liquidity of the Common Stock and without regard to any discount for minority
positions.

                  "Indemnification and Escrow Agreement" means that certain
Indemnification and Escrow Agreement dated as of December 6, 1999 by and among
Holding, Payee, Joseph L. Temple, Jr. and Toronto Dominion (Texas), Inc.

                  "Maturity Date" means the fifth anniversary of the Closing
Date, as the same may hereafter be accelerated pursuant to the provisions of
this Note.

                  "Past Due Rate" means, on any day, a rate per annum equal 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.

                  "Regulation D Reps" means those certain representations and
warranties set forth on Exhibit A, attached hereto and made a part hereof for
all purposes, to be made by Payee on the date hereof, and required to be made by
Payee each time Payee elects to receive any payments under this Note in Common
Stock.

                  "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 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 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).

                  "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


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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 Section
10.

                  "Stated Rate" means 8.30%.

                  "Stockholders Agreement" means that certain Stockholders
Agreement among Holding and the other parties thereto dated as of October 1,
1998, as the same may be amended, modified or supplemented from time to time.

2. OBLIGATIONS. The unpaid principal balance of this Note at any time shall be
the total of the aggregate amount lent under this Note less the amount of all
payments or prepayments made on this Note by or for the account of Maker and any
amounts deducted as an offset under paragraph 20 hereof. All payments,
prepayments and offsets made hereon may be endorsed by Payee on a schedule which
may be attached hereto (and thereby made a part hereof for all purposes) or
otherwise recorded in Payee's records; provided, that any failure to make
notation of any payment or prepayment of principal or offset pursuant to
paragraph 20 hereof shall not cancel, limit or otherwise affect Maker's
entitlement to credit for that payment as of the date received by Payee or the
date of such offset.

3. COMPUTATION OF INTEREST. Interest on this Note shall be computed on the
amount of the outstanding principal lent under this Note from and including the
date such loan is made through but excluding the date of repayment of such loan,
for the actual number of days elapsed in a year consisting of 365 or 366 days,
as applicable.

4.       MANDATORY PAYMENTS OF PRINCIPAL AND INTEREST.

         (a) The principal amount of this Note shall be due and payable in five
(5) equal, consecutive annual installments of $525,000.00, commencing on the
first anniversary of the Closing Date. Interest shall be payable quarterly in
arrears, on the first Business Day of each quarter, commencing on April 1, 2000.

         (b) (i) All principal payments made pursuant to this Section 4 shall be
made at the sole option of Payee, (x) in cash or (y) in Common Stock. In the
event any payment is made in Common Stock, Maker will deliver, or cause to be
delivered, to Payee such number of shares of Common Stock equal in value to the
principal payment then due. For purposes of the foregoing, the Common Stock will
be valued at its Fair Market Value at the time of payment and shall be subject
to Section 4(b)(ii) hereof. All principal


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payments so made in Common Stock shall reduce the Debt dollar-for-dollar by the
value of such Common Stock as determined in accordance with the preceding
sentence.

             (ii) Payee acknowledges and agrees that any payment elected to
be received in Common Stock is subject to the restriction that the issuance of
Common Stock will be made only to "accredited investors," within the meaning of
Rule 501(a) of Regulation D ("Regulation D") promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), or any comparable successor
provision, who have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment
therein and who will agree not to sell or offer to sell any of the Common Stock
for an indefinite period unless such Common Stock is registered under the
Securities Act and applicable state securities laws or exemptions from such
registration requirements are available. Maker and Holding will rely on the
Regulation D Reps in determining, in each instance where Payee has elected to
receive payment under this Note in Common Stock, whether Payee meets such
suitability requirements. Payee agrees that she will be required to make the Reg
D Reps each time that she elects to receive Common Stock hereunder and that
Maker shall have no obligation to make payments in Common Stock to the extent
that Payee cannot make such Reg D Reps or a violation of any federal or state
securities law would result therefrom.

             (iii) Payee also acknowledges and agrees that any payment elected
to be received in Common Stock will be subject to the Stockholders Agreement and
that upon delivery of such shares Payee shall immediately be deemed to be a
party to the Stockholders Agreement. Payee will, promptly upon request by Maker,
execute and deliver a Joinder Agreement in customary form acknowledging that
Payee is a party to the Stockholders Agreement with the rights and obligations
appurtenant thereto, and such other documents and instruments as are reasonably
requested by Maker and its counsel to ensure compliance with applicable law and
regulation and to otherwise effect the purposes of the Stockholders Agreement.

         (c) All payments made pursuant to this Section 4 shall be applied first
to accrued and unpaid interest, and the balance to outstanding principal.

         (d) If any payment provided for in this Note 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.

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 this
Note, accrued or paid from the date hereof 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 Debt evidenced by this Note
from the date hereof, ever exceed the Ceiling Rate. In this connection, 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 Debt 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, the holder of this Note shall
credit against the principal of this Note (or, if such Debt 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
the holder of this Note for the use, forbearance or detention of the Debt
evidenced hereby shall, to the extent permitted by applicable law, be amortized,


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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 Payee.

6.       DEFAULT. The occurrence of any of the following events shall constitute
default under this Note (each, a "Default"), whereupon Payee may, at its option,
exercise (if a Default is continuing at the time of such exercise) any or all
rights, powers and remedies afforded hereunder and by law, including the right
to declare the unpaid balance of principal and accrued interest on this Note at
once mature and payable, and any amounts overdue shall bear interest at the Past
Due Rate from and after the expiration of any cure period applicable thereto
until such amount is paid:

         (a) any part of the Debt 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; or

         (b) any representation or warranty made by Maker in this Note or
Holding in the Agreement proves to have been untrue or misleading in any
material and adverse respect as of the date made; or

         (c) Maker: (i) becomes insolvent or unable to pay its debts as they
mature; (ii) commences a voluntary case in bankruptcy or a voluntary petition
seeking reorganization or to effect a plan or other arrangement with creditors;
(iii) makes an assignment for the benefit of creditors; (iv) applies for or
consents to the appointment of any receiver or trustee for itself or for any
substantial portion of its property; or (v) makes an assignment to an agent
authorized to liquidate any substantial part of its assets; or

         (d) in respect of Maker: (i) an involuntary case shall be commenced
with any court or other authority seeking liquidation, reorganization or a
creditor's arrangement of Maker; (ii) an order of any court or other authority
shall be entered appointing any receiver or trustee for Maker or for any
substantial portion of its property; or (iii) a writ or warrant of attachment or
any similar process shall be issued by any court or other authority against any
substantial portion of the property of Maker and such petition seeking
liquidation, reorganization or a creditor's arrangement or such order appointing
a receiver or trustee is not vacated or stayed, or such writ, warrant of
attachment or similar process is not vacated, released or bonded off within
sixty (60) days after Maker receives notice of its entry or levy.

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 it is requiring Maker to strictly comply with the terms and
provisions of this Note before accelerating this Note and exercising its other
remedies hereunder because of Maker's failure to timely perform its obligations
under this Note.

8.       COSTS AND ATTORNEY'S FEES. If either 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, the non-prevailing party agrees to pay to the prevailing party all
reasonable costs and expenses incurred by the prevailing party in such suit or
proceeding, including reasonable attorney's fees. Any amount to be paid under
this Section shall be a demand


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obligation owing 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 SHALL BE BROUGHT IN THE STATE COURTS OF 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 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. MAKER AND PAYEE EACH WAIVES 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.      RECORDS OF PAYMENTS. The records of Payee shall be prima facie evidence
of the amounts owing on this Note.

14.      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.


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15.      ASSIGNMENT. This Note shall not be assignable by Payee. 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 Maker, by merger, consolidation or otherwise; provided that
simultaneously therewith, Maker shall give Payee written notice of such
assignment.

16.      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 after 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.

17.      PREPAYMENT. Maker may at any time pay the full amount or any part of
this Note without the payment of any premium or fee. All prepayments hereon
shall be applied first to accrued interest and the balance to principal.

18.      BUSINESS LOANS. Maker warrants and represents to Payee that all loans
evidenced by this Note are and will be for business, commercial, investment or
other similar purpose and not primarily for personal, family, household or
agricultural use.

19.      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.

20.      OFFSET.

         (a) Offset Rights. Maker shall be authorized to offset up to $1,000,000
against any principal amount (and any accrued but unpaid interest thereon) under
this Note as a result of any Damages (as defined in the Indemnification and
Escrow Agreement) for which any Buyer Indemnified Party (as defined in the
Indemnification and Escrow Agreement) is entitled to indemnification pursuant to
Article 2 of the Indemnification and Escrow Agreement.

         (b) Withholding Rights. Without limiting the generality of the
foregoing paragraph 20(a), and notwithstanding the other provisions of this
Note, Maker shall be authorized to withhold principal payments in an amount
equal to any Damages in respect of which any claim for indemnification is made
under Article 2 of the Indemnification and Escrow Agreement (and any accrued but
unpaid interest thereon) until the earlier of (i) such time as the applicable
Buyer Indemnified Party and the Payee have agreed in writing on the amount of
Damages to which the Buyer Indemnified Party is entitled in respect of such
claim or (ii) until such claim has been resolved by a final judgment of a court
of competent jurisdiction or an


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administrative agency having the authority to determine the amount of, and
liability with respect to, the item resulting in such Damages for which
indemnification is sought and the denial of, or expiration of all rights to,
appeal related thereto; provided that such withholding right shall be limited to
$1,000,000 in principal payments in the aggregate. For the purposes of
clarification and as an example only, in the event that on the date that the
first principal payment is due the Buyer Indemnified Parties have unresolved
claims under Article 2 of the Indemnification and Escrow Agreement in an amount
equal to $100,000, then Maker shall be entitled to withhold $50,000 of principal
payment on this Note and $50,000 of the then due principal payment on the
Concurrent Promissory Note (and any accrued but unpaid interest thereon) until
such claim or claims are resolved as provided for herein.

         (c) Notice. Maker shall exercise its rights under this paragraph 20 by
providing written notice to the Payee setting forth (i) the amount of principal
(and any accrued but unpaid interest thereon) to be withheld and (ii) any other
information as required by Article 2 of the Indemnification and Escrow
Agreement.

         (d) Limitation. Any amounts offset or withheld pursuant to this
paragraph 20 shall be offset or withheld, to the extent possible, pro rata with
any amounts so offset or withheld under the Concurrent Promissory Note as
determined by taking a fraction, the numerator of which shall be original
principal amount of this Note and the denominator of which shall be the total
original principal amount of this Note and the Concurrent Promissory Note.
Notwithstanding the prior sentence, to the extent that there is a legal
impediment to offsetting or withholding any amount under the Concurrent
Promissory Note, such amount may be offset or withheld under this Note.

21.      ENTIRE AGREEMENT. THIS NOTE AND THE AGREEMENT EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN PAYEE AND MAKER WITH RESPECT TO THEIR
SUBJECT MATTER AND SUPERSEDE ALL PRIOR CONFLICTING OR INCONSISTENT AGREEMENTS,
CONSENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER. EACH OF MAKER AND
PAYEE ACKNOWLEDGES AND AGREES THAT THERE IS NO ORAL AGREEMENT BETWEEN MAKER AND
PAYEE WHICH HAS NOT BEEN INCORPORATED IN THIS NOTE AND THE AGREEMENT.

22.      Guarantee. For value received, Holding hereby unconditionally
guarantees, to the Payee of this Note, the due and punctual payment of the
principal of and interest on such Note when and as the same shall become due and
payable. In case of the failure of Maker punctually to make any such payment,
Holding hereby agrees to cause such payment to be made punctually when and as
the same shall become due and payable, and as if such payment were made by the
Maker.



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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

                                   HOLDING:  (for purposes of paragraph 22 only)

                                   CLIENTLOGIC HOLDING CORPORATION



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





                               SIGNATURE PAGE TO
                                PROMISSORY NOTE

<PAGE>   10

                                    EXHIBIT A

                                REGULATION D REPS


         Reference is hereby made to that certain Promissory Note dated as of
December 6, 1999 (the "Note") by Marketvision, Inc. ("Maker") in favor of S.
Dianne Thompson ("Payee"). This Exhibit A (this "Exhibit") is attached to the
Note and made a part thereof for all purposes. Terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Note.
Reference is also hereby made to the private placement of Common Stock of
ClientLogic Holding Corporation, a Delaware corporation ("Holding") in
connection with the Note (the "Reg D Offering").

         Payee hereby represents and warrants to, and agrees with Holding (and
acknowledges that Holding will rely thereon), as follows:

         (a) Payee is acquiring the Common Stock for his, her or its own account
as principal, not as a nominee or agent, and no other person has a direct or
indirect beneficial interest in such Common Stock. Further, Payee does not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Common Stock. Payee is acquiring the Common Stock for
investment purposes only, and not with a view to, or for resale or distribution
thereof in whole or in part.

         (b) Payee acknowledges his, her or its understanding that the issuance
of the Common Stock pursuant to the Reg D Offering is intended to be exempt from
registration under the Securities Act by virtue of Section 4(2) of the
Securities Act and/or the provisions of Regulation D. In furtherance thereof,
Payee represents and warrants to and agrees with Holding as follows:

                  (i) Payee has the financial ability to bear the economic risk
         of an investment in the Common Stock, has adequate means for providing
         for his, her or its current needs and personal contingencies and has no
         need for liquidity with respect to his, her or its investment in the
         Common Stock;

                  (ii) Payee has not relied upon a Purchaser Representative (as
         defined in Rule 501(h) promulgated under Regulation D) in connection
         with evaluating the purchase of the Common Stock; and

                  (iii) Payee acknowledges that he, she or it has prior
         investment experience, including investment in non-listed and
         non-registered securities, or has employed the services of an
         investment advisor, attorney or accountant to read all of the documents
         furnished or made available by Holding both to Payee and to all other
         prospective investors of the Common Stock and to evaluate the merits
         and risks of such an investment on his, her or its behalf, and that
         Payee recognizes the highly speculative nature of this investment.

         (c)      Payee:

                  (i) has been furnished with and has read all documents which
         may have been made available upon request for a reasonable time prior
         to the date hereof and Payee has carefully evaluated the risks involved
         in purchasing the Common Stock;


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                  (ii) has been provided an opportunity prior to the date hereof
         to obtain additional information concerning the Reg D Offering, Holding
         and all other information to the extent Holding possesses such
         information or can acquire it without unreasonable effort or expense;
         and

                  (iii) has been given the opportunity to ask questions of, and
         receive answers from, Holding or its representatives concerning the
         terms and conditions of the Reg D Offering and other matters pertaining
         to this investment, and has been given the opportunity to obtain such
         additional information necessary to verify the accuracy of any
         information which was provided in order for Payee to evaluate the
         merits and risk of purchase of the Common Stock to the extent Holding
         possesses such information or can acquire it without unreasonable
         effort or expense.

         (d) Payee is not relying on Holding or its affiliates with respect to
economic considerations involved in this investment.

         (e) Payee will not sell or otherwise transfer the Common Stock without
registration under the Securities Act and applicable state securities laws or an
exemption therefrom and fully understands and agrees that he, she or it must
bear the economic risk of his, her or its purchase because, among other reasons,
the Common Stock have not been registered under the Securities Act or under the
securities laws of any state and, therefore, cannot be resold, pledged, assigned
or otherwise disposed of unless registered under the Securities Act and under
the applicable securities laws of such states or an exemption from such
registration is available. In particular, Payee is aware that the Common Stock
constitutes "restricted securities," as such term is defined in Rule 144
promulgated under the Securities Act and may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of such rule
are met. Payee also understands that sales or transfers of the Common Stock are
further restricted by state securities laws.

         (f) No representations or warranties have been made to Payee by
Holding, or any officer, employee, agent, affiliate or subsidiary of Holding,
and in electing to receive payment of the Note in Common Stock, Payee is not
relying upon any representations other than those contained herein.

         (g) Any information which Payee has heretofore furnished to Holding
with respect to Payee's financial position and business experience is correct
and complete as of the date of the Note and if there should be any material
change in such information he, she or it will immediately furnish such revised
or corrected information to Holding.

         (h) Payee understands and agrees that the Common Stock are restricted
on transfer and certificates representing the Common Stock shall bear a
restrictive legend substantially as follows:

                  THE SECURITIES COVERED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY
                  NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT
                  AND ANY APPLICABLE STATE SECURITIES LAWS EXCEPT PURSUANT TO AN
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT AND ANY STATE SECURITIES LAWS.


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<PAGE>   12



                  THE SECURITIES COVERED BY THIS CERTIFICATE ARE SUBJECT TO
                  RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND
                  CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF
                  OCTOBER 1, 1998, A COPY OF WHICH MAY BE OBTAINED FROM
                  CLIENTLOGIC HOLDING CORPORATION AT ITS PRINCIPAL EXECUTIVE
                  OFFICES.

                  THE ISSUER IS AUTHORIZED TO ISSUE STOCK OF MORE THAN ONE CLASS
                  AND TO ISSUE STOCK IN MORE THAN ONE SERIES OF AT LEAST ONE
                  CLASS. THE ISSUER WILL FURNISH WITHOUT CHARGE TO EACH
                  STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS,
                  DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
                  OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
                  SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
                  RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

         (i) Payee, if an individual, is a resident at the address set forth in
the Note, and is at least 21 years of age, or if a partnership, corporation,
trust or other entity formed for the specific purpose of investing in the Common
Stock, the members, partners, shareholders, beneficiaries or other equity owners
thereof are all citizens of the United States and each is at least 21 years of
age. The address set forth in this Note is Payee's correct home address, or if
Payee is other than an individual, Payee's correct principal office address.

         (j) Payee recognizes that purchase of the Common Stock involves a high
degree of risk in that: (i) an investment in Holding is highly speculative and
only investors who can afford the loss of their entire investment should
consider investing in Holding and the Common Stock; (ii) Payee may not be able
to liquidate his, her or its investment; (iii) transferability of the Common
Stock is restricted; and (iv) in the event of a disposition, Payee could sustain
the loss of his, her or its entire investment.

         (k) Payee has not retained any finder, broker, agent, financial advisor
or other intermediary in connection with the transactions contemplated by the
Note.

         (l) The foregoing representations, warranties and agreements shall
survive the Closing Date.

         (m) Payee shall promptly notify Holding in writing of any material
change in any of the representations or warranties set forth in this Note prior
to the issuance of any Common Stock by Holding.

         Payee has made the representations, warranties, covenants and
agreements contained in this Exhibit with the expectation that they will be
relied upon by Holding in determining whether Payee is suitable as a purchaser
of the Common Stock, whether the Common Stock may be sold to Payee or without
first registering the Common Stock under the Securities Act and all applicable
state securities laws, whether the conditions to the acceptance of subscriptions
for Common Stock have been satisfied, and whether proper disclosure regarding
the Reg D Offering has been made and with respect to other matters.

         [Investment Suitability Checklist and Signature Pages Follows]



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<PAGE>   13

         Payee represents and warrants that he or she meets the suitability
standard(s) checked below with respect to his or her qualification as an
"accredited investor." PLEASE CHECK BELOW WHICH SUITABILITY STANDARD(S) ARE MET.

____     (a)      Payee's individual net worth or the joint net worth with
                  Payee's spouse exceeds US$1,000,000.

____     (b)      Payee has had income in excess of US$200,000 in each of the
                  two most recent years or joint income together with Payee's
                  spouse in excess of US$300,000 in each of those years and has
                  a reasonable expectation of reaching the same income level in
                  the current year.

____     (c)      Payee is a director or executive officer (as determined
                  pursuant to Rule 501(f) of Regulation D under the Securities
                  Act) of Holding.

         For the purposes of these Regulation D Reps, the term "Holding" shall
be deemed to refer to the Person issuing Common Stock to Payee from time to
time.

         IN WITNESS WHEREOF, the undersigned has executed these Regulation D
Reps as of __________, _____.


                                             ----------------------------------
                                             S. Dianne Thompson



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