EXHIBIT 10.6


     THIS SECURITY AND THE COMMON STOCK RECEIVABLE UPON THE EXCHANGE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE OFFERING OF
THIS SECURITY AND THE COMMON STOCK RECEIVABLE UPON THE EXCHANGE HEREOF HAVE NOT
BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR. THE SECURITY
AND THE COMMON STOCK RECEIVABLE UPON THE EXCHANGE HEREOF MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION
OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE CORPORATION STATING THAT REGISTRATION,
QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.


                   EXCHANGEABLE LINE OF CREDIT PROMISSORY NOTE
                   -------------------------------------------

$2,250,000.00                                                       July 2, 2001
                                                           Indianapolis, Indiana

     FOR VALUE RECEIVED, Murphy Development, Ltd., an Ohio limited liability
company (hereinafter referred to as "Maker"), unconditionally promises to pay to
the order of Carter M. Fortune (hereinafter referred to as "Lender"), at his
Indiana residence or at such other place or to such other party as Lender may
from time to time designate, the principal sum of Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000.00), or so much thereof as shall be advanced to or
for the benefit of Maker, with interest on the principal balance from time to
time remaining unpaid at a rate per annum equal to one percent (1 %) above the
rate from time to time posted by Libor with the interest rate hereunder to
change effective on the same date as each change of such Libor Rate.

                        TERMS, PROVISIONS AND CONDITIONS
                        --------------------------------

     1. Draws. Maker may draw down on this Line of Credit as needed to fund the
operations of Maker, including, but not limited to, the purchase of the real
property that is the

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subject of certain option agreements (including amendments thereto) between
Maker and James H. Schrader and Nedra Ellen Schrader, Individually and as
Trustee of the Carl E. Wise Revocable Living Trust dated August 15, 1997 and
between Maker and Roger Welch and Dorothy Welch. Each draw shall be funded upon
Maker's request at such time as Maker has a reasonable need for additional
funding.

     2. Payments. Principal and interest shall be payable as follows: On June
30, 2002, the entire unpaid principal balance and all accrued interest shall be
due and payable.

     3. Prepayments. Maker shall have the privilege of prepaying this Note in
full or in part at any time and from time to time without premium or penalty.

     4. Cost of Collection and Default Rate of Interest. In addition, Maker
shall pay to Lender (a) reasonable attorneys' fees incurred by Lender for the
collection of any indebtedness evidenced hereby, (b) costs of collection and (c)
during any period in which a default exists hereunder and/or any period of
delinquency on any amounts not paid when due, interest at a rate which is four
percent (4%) above the interest rate otherwise applicable hereunder.

     5. Valuation and Appraisement Laws. All principal, interest and other
amounts payable under or with respect to this Note shall be payable without
relief from valuation and appraisement laws.

     6. Application of Payments. Each payment hereunder shall be applied to the
payment of accrued and unpaid interest and to the reduction of the principal
balance in such order and in such amounts as Lender shall determine, in its
reasonable discretion.

     7. Security. This Note and any extensions or renewals thereof is secured by
a first priority security interest in the Collateral as more fully described in
the Security Agreement dated July 2, 2001 between Lender and Maker.

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     8. Optional Exchange. At the option of Lender, all or any portion of the
unpaid principal and accrued interest may be exchanged into common stock
("Exchange Shares") of WOW Entertainment, Inc. ("Corporation") as more fully
described in the Optional Exchange Agreement dated July 2, 2001 between Maker,
Lender and Corporation.

     9. Events of Default. All of the indebtedness evidenced by this Note and
remaining unpaid shall, at the option of Lender and without demand or notice,
become immediately due and payable upon the occurrence of any of the following
(each of which shall constitute an event of default hereunder):

          (i)  a failure by Maker to pay within ten (10) days of when due any
               interest required by this Note;

          (ii) a failure by Maker to pay within ten (10) days of when due the
               principal required by this Note; and

          (iii) a default under or a failure to comply with any of the other
               terms, conditions, agreements or covenants of this Note and the
               continuation of such failure for a period of thirty (30) days.

     10. Waiver and Consent. Presentment, notice of dishonor and demand,
valuation and appraisement, protest and diligence in collection and bringing
suit are hereby waived by Maker. Maker further consents that the time for the
payment of this Note, or of any installment hereunder, may be extended from time
to time without notice by Lender.

     11. No Waiver. No waiver of any default or failure or delay to exercise any
right or remedy by Lender shall operate as a waiver of any other default or of
the same default in the future or as a waiver of any right or remedy with
respect to the same or any other occurrence.

     12. Notices. Any written notice permitted or required hereunder shall be
effective when (a) mailed by certified United States mail, postage prepaid with
return receipt requested, or

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<PAGE>

(b) sent by an overnight carrier which provides for a return receipt, to the
applicable address specified below:

                  If to Maker:        Murphy Development, Ltd.
                                      111 Monument Circle, Suite #4600
                                      Indianapolis, Indiana 46204

                  If to Lender:       Carter M. Fortune
                                      P.O. Box 70
                                      Freedom, Indiana 47431

or to such other addresses as either Maker or Lender may from time to time
specify for itself/himself by notice hereunder.

     13. Successors and Assigns. The obligations of Maker hereunder shall be
binding upon Maker and Maker's successors, assigns and legal representatives
(the reference to "Maker" in this Note shall be deemed to include, without
limitation, such successors, assigns and legal representatives) and shall inure
to the benefit of Lender and Lender's successors, assigns and legal
representatives (the reference to "Lender" in this Note shall be deemed to
include, without limitation, such successors, assigns and legal representatives,
including without limitation, any subsequent holder of this Note).

     14. Governing Law. This Note is delivered to Lender in the State of Indiana
and is executed under and shall be governed by and construed in accordance with
the laws of the State of Indiana.

     15. Time of the Essence. Time is of the essence with respect to each
obligation and agreement of Maker under this Note.

     16. Invalidity of Any Provision. If any provision (or portion thereof) of
this Note or the application thereof to any person or circumstance shall to any
extent be invalid or

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unenforceable, then the remainder of this Note or the application of such
provision (or portion thereof) to any other person or circumstance shall be
valid and enforceable to the fullest extent permitted by law.

     17. Captions. The captions or headings herein have been inserted solely for
the convenience of reference and in no way define or limit the scope, intent or
substance of any provision of this Note. Whenever the context requires or
permits the singular shall include the plural, the plural shall include the
singular and the masculine, feminine and neuter shall be freely interchangeable.

     18. Restrictions on Transferability of Securities in Compliance with the
Act. The Exchange Shares and this Note cannot be publicly resold by the holder
hereof without registration under the Securities Act and compliance with the
prospectus delivery requirements thereof, or the availability of an exemption
therefrom. This Note and each certificate representing Exchange Shares, except a
new certificate issued for securities registered under the Securities Act, shall
be stamped or otherwise imprinted with the legend set forth on the first page of
this Note (in addition to any legend required under applicable state securities
laws) unless in the opinion of counsel selected by the holder of such
certificate and reasonable acceptable to Corporation, the securities represented
thereby need no longer be subject to restrictions on resale under the Securities
Act, or if the securities are transferred in accordance with Rule 144
promulgated by the Securities and Exchange Commission under the Securities Act.

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<PAGE>

     IN WITNESS WHEREOF, Maker has caused this Note to be executed effective as
of the day and the year first above written.

                                                    MURPHY DEVELOPMENT, LTD.


                   By its Manager and Sole Member: /s/ Douglas E. May
                                                   ----------------------------
                                                    Douglas E. May, CFO
                                                    WOW Entertainment, Inc.


ACCEPTED and AGREED this 2nd day of July, 2001:

/s/ Carter M. Fortune
---------------------------
Carter M. Fortune





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