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                                                                   EXHIBIT 10.46


                             DEMAND PROMISSORY NOTE


Amount: $260,000                            Chicago, Illinois, February 28, 2001


         On demand, but no later than March 31, 2001, the undersigned, for value
received, promises to pay to the order of

                       THURSTON COMMUNICATIONS CORPORATION

TWO HUNDRED SIXTY THOUSAND DOLLARS at its offices located at 190 S. LaSalle
Street, Suite 1710, Chicago, Illinois 60603, or such other place as it or any
holder (collectively "Holder") of this Note may from time to time designate in
writing, together with interest thereon, computed on the basis of a 360 day year
for the actual number of days elapsed from the date hereof until paid at that
rate of interest per year which shall be equal to 12%. After demand, interest
shall be payable at a rate of interest which shall be 5% per year more than
would otherwise be payable on this Note. The undersigned shall have the right to
repay this Note in full or in part including all interest payable under this
Note at any time without penalty.

It is the intention of the undersigned and the Holder to conform strictly to
applicable usury laws. Accordingly, if the interest payable hereunder would be
usurious under applicable law, then, in that event, notwithstanding anything to
the contrary herein, it is agreed that the aggregate of all consideration which
constitutes interest under applicable law that is taken, reserved, contracted
for, charged or received under this note or otherwise in connection with this
note shall under no circumstances exceed the maximum amount of interest allowed
by applicable law.

All principal indebtedness outstanding hereunder and accrued interest thereon
shall become immediately due and payable without notice or demand upon the
occurrence of any of the following events of default: (a) the undersigned fails
to pay any amount payable on this Note upon demand; (b) the undersigned makes a
general assignment for the benefit of its creditors, becomes or is adjudicated
insolvent or bankrupt or applies to any court for an arrangement or adjustment
of his debts; (c) a receiver, trustee or custodian is appointed for all or
substantially all of the undersigned's property; or (d) a proceeding relating to
any of the foregoing is commenced against the undersigned and not dismissed
within 30 days, or commenced by the undersigned.

Demand shall be made in writing to the undersigned at its principal executive
offices located at 190 S. LaSalle Street, Suite 1710, Chicago, Illinois 60603.
The undersigned agrees to pay all expenses of collection of this Note including
reasonable attorneys' fees and legal expenses. The undersigned and all endorsers
hereby expressly waive presentment, protest, notice of dishonor, and notice of
any kind in respect to this Note, as well as any right to a trial by jury in any
action or proceeding to enforce or defend any rights under this Note, and agrees
that any such action or proceeding shall be tried before a court and not a jury.
No renewal or extension of this Note, no release of any person primarily or
secondarily liable on this Note, no delay in the enforcement of this Note, and
no delay or omission in exercising any right or power under this Note shall
affect the liability of the undersigned or any endorser hereof.

This Note and all rights and obligations arising hereunder shall be governed by
the laws of the State of Illinois and shall be binding upon the undersigned's
successors and assigns.


AELIX, INC.


By:  /s/ THOMAS C. RATCHFORD
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         Thomas C. Ratchford