PROMISSORY NOTE

                                            $300,000.00
                                            Indianapolis, Indiana
                                            Dated:   August 31, 2003
                                            Final Maturity Date: January 1, 2008

     On or before January 1, 2008 ("Final  Maturity"),  DC INVESTMENTS  LEASING,
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 4800, Indianapolis,  Indiana, the
principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000) 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.  The
obligations  assumed  under this  Promissory  Note shall be secured by a certain
Security Agreement of even date herewith.

     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.

     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.

     (c)  Breach of the Security Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time  prior to Final  Maturity  will  accrue  at a per  annum  rate  equal to
fourteen  percent (14%).  Interest shall be calculated for an entire year,  with
the entire amount of such interest  accruing  during a year to be paid over nine
(9)  monthly  payments on the first day of each month  March  through  November.
While no interest  payments will be due during the months December,  January and
February,  the  interest  shall  continue  to accrue  during  such months and be
payable during the following nine month period as described above. 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 the 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.

     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,
KNOWINGLY,  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 RELATIONSHIP  BETWEEN LENDER AND MAKER. THIS PROVISION IS A MATERIAL
INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN.

          "MAKER"
          DC INVESTMENTS LEASING, LLC


          By: /s/ Timothy S. Durham
              ---------------------------
              Timothy S. Durham, Manager