EXHIBIT 10.39

                                 PROMISSORY NOTE

$65,000,000                                                 Clinton, Mississippi
                                                                January 30, 2002

      FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby
unconditionally promises to pay to the order of WorldCom, Inc., a Georgia
corporation (the "Lender"), in lawful money of the United States of America and
in immediately available funds, the principal sum of Sixty-Five Million Dollars
($65,000,000) or such lesser amount as may be outstanding hereunder. The
aforesaid principal sum is to be the maximum sum available hereunder and may be
taken in such amounts and at such times as the undersigned requests prior to
demand for payment hereunder. The Borrower further promises to pay interest on
the outstanding balance under this Note, compounded monthly, from the date
hereof until payment in full of this Note, at a fluctuating rate of interest
(the "Normal Rate") equal to the Eurodollar Rate applicable to each one-month
Interest Period commencing on the date hereof plus the Applicable Margin during
the corresponding period applicable to Eurodollar Rate Borrowings by the Lender
pursuant to that certain Revolving Credit Agreement among the Lender, Bank of
America, N.A. and The Chase Manhattan Bank, as Co-Administrative Agents, and the
other Lenders identified therein dated as of June 8, 2001, as the same may be
amended or replaced; provided, however, that following demand for payment, the
Borrower promises to pay interest on the unpaid balance hereunder, compounded
monthly, at the Default Rate, as defined herein. The "Default Rate" shall be a
fluctuating rate of interest equal to the sum of the otherwise applicable Normal
Rate plus three percent (3%) per annum. Upon each change in the applicable
Normal Rate, the Default Rate shall simultaneously change to correspond with
such change in the Normal Rate. Interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

      This Note along with the prior Promissory Notes payable by the Borrower to
the order of the Lender dated September 8, 2000, November 1, 2000, December 29,
2000 and September 10, 2001 shall each constitute a Promissory Note within the
meaning and subject to the provisions of that certain letter agreement dated
November 1, 2000, as the same may be amended, between the Borrower and the
Lender.

      The principal and accrued interest under this Note are payable on demand.
If this Note is not paid upon demand, the Borrower hereby promises to pay all
costs of collection, including but not limited to the fees and expenses of an
attorney and court costs, in addition to the full amount due hereon.

      Interest shall be due and payable under this Note at the Normal Rate or
the Default Rate, as provided herein, after as well as before demand, default
and judgment, notwithstanding any applicable statutory judgment rate of
interest. If any interest payment or other charge or fee payable hereunder
exceeds the maximum amount then permitted by applicable law, then the Borrower
shall pay the maximum amount then permitted by applicable law.


<Page>

      The Borrower hereby waives presentment, protest and notice of demand,
presentment, protest and nonpayment.

      This Note shall be interpreted and the rights and liabilities of the
parties hereto shall be determined in accordance with the internal laws (as
opposed to the conflicts of law provisions) and decisions of the State of
Mississippi and the Borrower hereby consents to the jurisdiction of the courts
of or in the State of Mississippi in connection with any dispute, controversy,
collection action or other matter relating to or arising out of this Note.
Whenever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note. Whenever in this Note reference is made to the Borrower or the
Lender, such reference shall be deemed to include, in the case of the Borrower,
a reference to his heirs and legal representatives and, in the case of the
Lender, its successors and assigns. The provisions of this Note shall be binding
upon and shall inure to the benefit of such heirs, legal representatives,
successors and assigns.


                                                /S/ BERNARD J. EBBERS
                                                --------------------------------
                                                Bernard J. Ebbers


                                      -2-