Exhibit 10.40

                        PROMISSORY NOTE (Line of Credit)

                                           $500,000.00
                                           Indianapolis, Indiana
                                           Dated: January 17, 2002
                                           Final Maturity Date: January 17, 2005

     On or before January 17, 2005 ("Final Maturity"),  DW LEASING COMPANY, LLC,
a Mississippi  limited  liability  company (the "Maker")  promises to pay to the
order  of FAIR  HOLDINGS,  INC.,  an Ohio  corporation,  (the  "Lender")  at his
principal office at 111 Monument circle, Suite 3680, Indianapolis,  Indiana, the
principal sum of FIVE HUNDRED  THOUSAND AND NO/100 DOLLARS  ($500,000.00)  or so
much of the  principal  amount  of the Loan  represented  by this Note as may be
disbursed by the Lender under the terms described  below, and to pay interest on
the unpaid principal balance outstanding from time to time as provided herein.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker under a revolving  line of credit  extended to the Maker by the Lender
as  provided  herein.  The  proceeds  of the Loan may be  advanced,  repaid  and
re-advanced  until  Final  Maturity  Date.  The  principal  amount  of the  Loan
outstanding  from time to time shall be determined by reference to the books and
records of the Lender and all payments by the Maker on account of the Loan shall
be recorded. Such books and records shall be deemed prima facia to be correct as
to such matters.  From this date and until the Final Maturity,  Lender agrees to
make  advances  from time to time to the Maker of amounts not  exceeding  in the
aggregate at any time  outstanding  the amount of Five Hundred  Thousand  no/100
Dollars  ($500,000.00),  provided that all of the  conditions of lending  stated
herein have been fulfilled at the time of each advance and no default exists.

     Each of the following shall constitute an Event of Default under this Note:

     (a)  Nonpayment  of Loan:  Default  in the  payment  when due of any amount
          payable  under the terms of this  Note,  or  otherwise  payable to the
          Lender or any holder of this Note under the terms of this Note;

     (b)  Bankruptcy, Insolvency, etc.: Maker admitting in writing the inability
          to pay his debts as they mature or an administrative or judicial order
          or  determination  of insolvency being entered against Maker; or Maker
          making a general  assignment for the benefit of creditors;  or, in the
          absence of such  application,  consent or  acquiescence,  a trustee or
          receiver  being  appointed  for  Maker  or a  substantial  part of his
          property and not being  discharged  within 60 days; or any bankruptcy,
          reorganization,  debt  arrangement,  or  other  proceeding  under  the
          bankruptcy  or  insolvency  law,  or any  dissolution  or  liquidation
          proceeding being instituted by or against Maker.
<PAGE>

     Interest on the unpaid  principal  balance of the Loan outstanding from the
date of the Note until Jun 1, 2002 shall accrue at a per annum rate equal to ten
percent  (10%)  with such  accrued  and  unpaid  interest  to be added  into the
principal  balance.  Beginning June 1, 2002, the principal  balance shall accrue
interest at a per annum rate equal to ten  percent  (10%) and be due and payable
beginning  on June 1, 2002 and on the first day of each month  thereafter  until
the Final  Maturity.  Interest  will be  calculated  on the basis that an entire
year's interest is earned in 360 days.

     Upon an Event of  Default,  including  failure to pay upon Final  Maturity,
Lender at his option may also, if permitted under applicable law, do one or both
of the  following:  (a) increase the  applicable  interest rate on this Note two
percent (2%) and (b) add any unpaid  accrued  interest to the principal and such
sum will bear interest thereon until paid at the rate provided in this Note. The
interest rate will not exceed the maximum rate permitted by applicable law.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable,  together with accrued  interest,  at Final Maturity.  Principal may be
prepaid at anytime without penalty.

     If any installment of interest due under the terms of this Note is not paid
when due,  then the  Lender or any  subsequent  holder of this Note may,  at its
option and without notice,  declare the entire principal amount of this Note and
all accrued interest immediately due and payable.

     If  payment  is 10 days or  more  late,  Maker  will be  charged  5% of the
regularly  scheduled  payment.  Each late payment fee assessed  shall be due and
payable on the earlier of the next regularly  scheduled interest payment date or
the  maturity  of this  Note.  Waiver  by the  Lender  of any late  payment  fee
assessed,  or the failure of the Lender in any instance to assess a late payment
fee shall not be construed as a waiver by the Lender of its right to assess late
payment fees thereafter.

     Unless otherwise agreed to, in writing, or otherwise required by applicable
law,  payments  will be  applied  first to  accrued,  unpaid  interest,  then to
principal, and any remaining amount to any unpaid collection costs, late charges
and other charges, provided,  however, upon delinquency or other default, Lender
reserves the right to apply payment  among  principal,  interest,  late charges,
collection costs and other charges at its discretion.  All prepayments  shall be
applied to the  indebtedness  owing hereunder in such order and manner as Lender
may from time to time determine in his sole discretion.
<PAGE>

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana  notwithstanding  the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.

     THE MAKER AND  LENDER (BY  ACCEPTANCE  OF THIS  NOTE)  HEREBY  VOLUNTARILY,
KNOWLINGLY,  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE  ANY  RIGHT TO HAVE A JURY
PARTICIPATE  IN RESOLVING ANY DISPUTE  (WHETHER  BASED UPON A CONTRACT,  TORT OR
OTHERWISE)  BETWEEN  MAKER AND LENDER  ARISING OUT OF OR ANY WAY RELATED TO THIS
NOTE OR ANY RRELATIONSHIP BETWEEN LENDER AND MAKER. THIS PROVISION IS A MATERIAL
INDUCMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN.

                               "MAKER"
                               DW LEASING, LLC


                               By:  /s/ Jeffrey W. Osler
                                   -----------------------------------------
                               Its: Chairman