Exhibit #10.40

SATISFACTION:  The debt evidenced by
this Note has been satisfied in full this
  31   day of   August__, 2000
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Signed :__________________________

                                 PROMISSORY NOTE

$___194,350,23____

HIGH POINT_____, NC

March 31_______,2000

FOR VALUE RECEIVED the  undersigned,  jointly and  severally,  promise to pay to
Hayworth Roll & Panel, Co., Inc.

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                                 or order,
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principal sum of ONE HUNDRED NINETY FOUR THOUSAND, THREE HUNDRED FIFTY
AND 27/100______

(10.00) per annum on the unpaid balance until paid or until default,
both principal and interest payable in lawful money of the United States
of America, at the office of HAYWORTH ROLL & PANEL CO., INC.  P.O. BOX
2244 HIGH POINT, NC 27261-2244__________________________________________________
or at such place as the legal  holder  hereof may  designate  in writing.  It is
understood  and agreed  that  additional  amounts  may be advanced by the holder
hereof as  provided  in the  instruments,  if any,  securing  this Note and such
advances will be added to the principal of this Note and will accrue interest at
the above  specified  rate of interest from the date of advance until paid.  The
principal and interest shall be due and payable as follows:

See Amortization schedule attached

If not sooner paid, the entire remaining  indebtedness  shall be due and payable
on March 31, 2003________________

If  payable  in  installment,  each such  installment  shall,  unless  otherwise
provided,  be applied  first to payment of interest  then accrued and due on the
unpaid principal balance, with the remainder applied to the unpaid principal.

Unless  otherwise  provided,  this Note may be prepaid in full or in part at any
time  without  penalty  or  premium.  Partial  prepayments  shall be  applied to
installments due in reverse order of their maturity.

In the event of (a)  default in  payment  of any  installment  of  principal  or
interest hereof as the same be ones due and such default is not cured within ten
(10) days  from the due  date,  (b)  default  under the terms of any  instrument
securing this Note, and such default is not cured within fifteen (15) days after
written  notice to maker,  then in either  such  event the  holder  may  without
further  notice,  declare the remainder of the principal sum,  together with all
interest  accrued thereon and, the prepayment  premium,  if any, at once due and
payable.  Failure to exercise  this option shall not  constitute a waiver of the
right to exercise the same at any other time. The unpaid  principal of this Note
and any part  thereof,  accrued  interest and all other sums due under this Note
and the Deed of Trust, if any, shall bear interest at the rate of twelve percent
(12.00%) per annum after default until paid.

All parties to this Note, including maker and sureties, endorsers, or guarantors
hereby  waiver  protest,   presentment,   notice  of  dishonor,  and  notice  of
acceleration  of maturing  and agree to continue to remain bound for the payment
of  principal,  interest  and all other sums due under this Note and the Deed of
Trust  notwithstanding  any  change or  changes  by way of  release,  surrender,
exchange,  modification  or substitution of any security for this Note or by way
of any  extension  or  extensions  of time  for the  payment  of  principal  and
interest; and all such parties waive all and every kind of notice of such change
or changes and agree that the same may be made without  notice or consent of any
other them.

Upon  default  the holder of this Note may  employ an  attorney  to enforce  the
holder's  rights and remedies and the maker,  principal,  surety,  guarantor and
endorsers  of this Note hereby agree to pay to the holder  reasonable  attorneys
fees equal to fifteen  percent  (15%) of the  outstanding  balance owing on said
Note, plus all other  reasonable  expenses  incurred by the holder in exercising
any of the holder's rights and remedies upon default. The rights and remedies of
the holder as provided in this Note and any instrument  securing this Note shall
be cumulative and may be pursed singly,  successively,  or together  against the
property described in the Deed of Trust or any other funds, property or security
held by the  holder for  payment  or  security,  in the sole  discretion  of the
holder.  The failure to exercise  any such right or remedy shall not be a waiver
or release of such rights or  remedies  or the right to exercise  any of them at
another time,

This Note is to be governed  and  construed in  accordance  with the laws of the
State of North Carolina.

This Note is given ___________ for goods sold on account _______________________
and is unsecured.

IN TESTIMONY  WHEREOF,  each  corporate  maker has caused this  instrument to be
executed  in  its  corporate  name  by  its  _____  President,  attested  by its
_____________Secretary and its corporate seal to be hereto affixed, all by order
of its  Board of  Directors  first  duly  given,  the day and year  first  above
written.

IN  TESTIMONY  WHEREOF,  each  individual  maker has  hereunto  set his hand and
adopted as his seal the word "SEAL"  appearing beside his name, the day and year
first above written.


_______________________________(SEAL)


Wellington Hall, Ltd. & Subsidiary


_______________________________(SEAL)


By: _______________________________


______________________________(SEAL)
           President

ATTEST:

______________________________(SEAL)
  Secretary (Corporate Seal)