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                                                                    EXHIBIT 10.1


                                 PROMISSORY NOTE


$3,003,185.27                                                  February 4, 2004


         FOR VALUE RECEIVED, the undersigned, WOWI Acquisition, Inc., a Texas
corporation ("Maker"), promises to pay to the order of World of Outlaws, Inc. a
Texas corporation ("Payee"), at such address as Payee may advise Maker in
writing from time to time, the principal sum of THREE MILLION, THREE THOUSAND
ONE HUNDRED EIGHTY FIVE AND 27/100 DOLLARS ($3,003,185.27), in lawful currency
of the United States of America, together with interest accrued thereon
(calculated on the basis of a 365-day year) at a rate of seven percent (7%) per
annum, from the date of this Note until the date that this Note is paid in full.

         1. Payments. Payments on the principal of this Note shall be due and
payable as follows: (a) $100,000 on March 1, 2004, (b) $400,000 on May 1, 2004,
(c) $500,000 on September 1, 2004; and (d) the remaining principal balance shall
be due and payable on February 3, 2005. In addition, all accrued interest on
this Note shall be due and payable in quarterly installments on the first day of
each calendar quarter, commencing on April 1, 2004, with any remaining accrued
but unpaid interest being due and payable on February 3, 2005.

         2. Optional Prepayment. Maker may at its sole option prepay all or any
part of the principal of this Note, or interest thereon, before maturity without
penalty or premium. All such prepayments shall first be applied to accrued
interest under this Note, and the remaining balance of any such prepayments, if
any, shall be applied to principal of this Note.

         3. Security. This Note is secured by all of certain assets of Maker,
pursuant to a Security Agreement, of even date herewith, by and between Maker
and Payee (the "Security Agreement"). Payee shall be entitled to all benefits of
the remedies and security set forth in the Security Agreement. In addition, the
payment obligations of Maker under this Note are guaranteed by Paul A. Kruger,
the Chief Executive Officer of Maker and a resident of the State of Oklahoma,
pursuant to a Guaranty, of even date herewith, executed by Mr. Kruger (the
"Guaranty").

         4. Events of Default and Remedies. At the option of Payee the entire
principal balance of, together with all accrued and unpaid interest on, this
Note shall at once become due and payable, without further notice or demand,
upon the occurrence at any time of any of the following events of default
("Events of Default"):

                  (a) Failure of Maker to make any payment of principal or
interest when due hereunder, and such failure continues for a period of 10 days
after the receipt by Maker of written notice from Payee of the occurrence of
such failure;

                  (b) Failure of Maker to perform any covenant, agreement or
condition contained herein or in the Security Agreement, except the failure of
Maker to make any payment



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of principal or interest when due hereunder, and such failure continues for a
period of 30 days after the receipt by Maker of written notice from Payee of the
occurrence of such failure; or

                  (c) Maker or Mr. Kruger shall (i) become insolvent, (ii)
voluntarily seek, consent to, acquiesce in the benefit or benefits of any Debtor
Relief Law (as hereinafter defined) or (iii) become party to (or be made the
subject of) any proceeding provided by any Debtor Relief Law, other than as a
creditor or claimant, that could suspend or otherwise adversely affect the
rights of Payee granted hereunder (unless in the event such proceeding is
involuntary, the petition instituting the same is dismissed within 90 days of
the filing of same). As used herein, the term "Debtor Relief Law" means the
Bankruptcy Code of the United States of America and all other applicable
liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief laws from time
to time in effect affecting the rights of creditors generally.

         In the event any one or more of the Events of Default specified above
shall have happened, the holder of this Note may (i) enforce its rights, if any,
under this Note, the Security Agreement or the Guaranty and (ii) proceed to
protect and enforce its rights either by suit in equity or by action at law, or
by other appropriate proceedings, whether for the specific performance of any
covenant or agreement contained in this Note, the Security Agreement or the
Guaranty or in aid of the exercise of any power or right granted by this Note,
the Security Agreement or the Guaranty, or to enforce any other legal and
equitable right of the holder of in this Note or the Security Agreement or
Guaranty.

         5. Waiver. Except as expressly provided herein, Maker, and each surety,
endorser, guarantor and other party ever liable for the payment of any sum of
money payable on this Note, jointly and severally waive demand, presentment,
protest, notice of non-payment, notice of intention to accelerate, notice of
protest and any and all lack of due diligence or delay in collection or the
filing of suit hereon which may occur.

         6. Cumulative Rights. No delay on the part of the holder of this Note
in the exercise of any power or right under this Note shall operate as a waiver
thereof, nor shall a single or partial exercise of any other power or right.
Enforcement by the holder of this Note of any security for the payment hereof
shall not constitute any election by it of remedies so as to preclude the
exercise of any other remedy available to it.

         7. Notices. Any notice or demand given hereunder by the holder hereof
shall be deemed to have been given and received (i) when actually received by
Maker, if delivered in person or by facsimile transmission, or (ii) if mailed,
on the earlier of the date actually received or (whether ever received or not)
three Business Days (as hereinafter defined) after a letter containing such
notice, certified or registered, with postage prepaid, addressed to Maker, is
deposited in the United States mail. The address of Maker is 2500 McGee Drive,
Suite 147, Norman, Oklahoma 73072, with a copy to Richard F. Dahlson, Esq.,
Jackson Walker L.L.P. 2435 N. Central Expressway, Suite 600, Richardson, Texas
75080, or such other addresses as Maker shall advise the holder hereof by
certified or registered letter by this same procedure. "Business Day" means
every day which is not a Saturday, Sunday or legal holiday.



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         8. Successors and Assigns. This Note and all covenants, promises and
agreements contained herein shall be binding upon and inure to the benefit of
the respective legal representatives, personal representatives, devisees, heirs,
successors and assigns of Payee and Maker.

         9. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. IN CASE ANY ONE OR MORE OF
THE PROVISIONS CONTAINED IN THIS NOTE SHALL FOR ANY REASON BE HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF.

         10. Usury Savings Clause. Any provision in this Note or in any other
document executed in connection herewith, or in any other agreement or
commitment, whether written or oral, express or implied, to the contrary
notwithstanding, Payee shall not in any event be entitled to receive or collect,
nor shall or may amounts received hereunder be credited, so that Payee shall be
paid, as interest, a sum greater than the maximum rate of interest permitted by
applicable law. If any construction of this Note, or any and all other papers,
agreements or commitments, indicates a different right given to Payee to ask
for, demand or receive any larger sum as interest, such is a mistake in
calculation or wording, which this clause shall override and control; it being
the intention of the parties that this Note and all other instruments relating
to this Note shall in all things comply with applicable law, and proper
adjustment shall automatically be made accordingly. In the event Payee ever
receives, collects or applies as interest, any sum in excess of the maximum rate
of interest permitted by applicable law, such excess amount shall be applied to
the reduction of the unpaid principal balance of this Note in the inverse order
of maturity, and if this Note is paid in full, any remaining excess shall be
paid to Maker. In determining whether or not the interest paid or payable, under
any specific contingency, exceeds the maximum rate of interest permitted by
applicable law, Maker and Payee shall, the maximum extent permitted under
applicable law (i) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) "spread" the total amount of interest throughout the
entire term of this Note so that the interest rate is uniform throughout the
entire term hereof.

         11. Attorneys' Fees and Costs. In the event an Event of Default shall
occur, and in the event that thereafter this Note is placed in the hands of an
attorney for collection, or in the event this Note is collected in whole or in
part through legal proceedings of any nature, then and in any such case Maker
promises to pay all costs of collection, including, but not limited to,
reasonable attorneys' fees incurred by the holder hereof on account of such
collection, whether or not suit is filed.

         12. Headings. The headings of the sections of this Note are inserted
for convenience only and shall not be deemed to constitute a part hereof.



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         EXECUTED as of the day and year first above written.

                                             WOWI ACQUISITION, INC.



                                             By: /s/ Paul A. Kruger
                                                --------------------------------
                                                    Paul A. Kruger, President



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