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                                                                 EXHIBIT 10.120

                               PROMISSORY NOTE

$2,500,000.00
CHICAGO, ILLINOIS                                                 JUNE 30, 1997



     FOR VALUE RECEIVED, the undersigned, TCO HOLDINGS, INC., a Delaware
corporation ("MAKER"), hereby promises to pay to the order of Geneva Assurance
Syndicate, Inc., in Liquidation ("Payee" or "Geneva") as set forth more fully
below, by no later than June 30, 2007, the principal sum of TWO MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00), such payments to be made
to Payee at the Office of the Special Deputy Receiver, 222 Merchandise Mart
Plaza, Suite 1450, Chicago, Illinois 60654, or at such other place as Payee
may direct. This Note shall bear interest at the rate of four percent (4%) per
annum, beginning on November 1, 1997.

     Interest on this Note shall be computed on the basis of a year consisting 
of 365 days.

     Payments of principal and interest under this Note, if not sooner declared
to be due in accordance with the terms hereof, shall be due and payable as 
follows:

     (a) Maker shall pay or cause to be paid to Payee 73.33% of the amounts to
be paid by Alpine Insurance Company, an Illinois insurance company ("ALPINE"),
to Maker pursuant to that certain Service Agreement as of April 1, 1997
between Maker and Alpine (the "Service Agreement"), with respect to which
certain payments have been assigned to Payee pursuant to the certain
Assignment And Payment Direction as of June 30, 1997, between Maker and Payee
("Geneva Assignment") The Service Agreement and Geneva Assignment are
attached, respectively, as Exhibits A and B, and incorporated herein as though
fully set forth.

     (b) the unpaid principal balance of this Note, if any, together with all
accrued and unpaid interest thereon, and any costs and attorneys' fees as set
forth below, shall be due and payable in full in no event later than June 30,
2007, the maturity date ("Maturity Date").


     Maker shall have the right to prepay the amounts due hereunder, in whole
or in part, at any time without premium or penalty.

     All payments will be first applied to accrued interest, second to costs
and/or attorneys' fees, and third to principal under the Note.

     All payments of principal and interest hereunder shall be paid in
currency which, at the time or times of payment, is the legal tender for
public and private debts in the United States of America. Payments made in
funds not available until collected shall continue to bear interest until
collected. If any payment hereunder becomes due and payable on a Saturday,
Sunday or


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legal holiday under the laws of the State of Illinois, the due date thereof
shall be extended to the next succeeding business day.

     The occurrence of any one or more of the following events shall constitute
an "EVENT OF DEFAULT" under this Note:

        (a) if Maker receives payment from Alpine under the Service Agreement 
     and fails to transfer an appropriate portion (73.33%) of such payment to 
     Payee within three (3) business days of receipt thereof; or

        (b) if Payee shall have received from Maker, any guarantor of this Note
     or any other source, an amount less than $250,000 in any calendar year on 
     account of the indebtedness evidenced by this Note, commencing with the
     1998 calendar year;

        (c) termination of the Service Agreement or the Quota Share Arrangement
     described therein;

        (d) the Maker shall (i) file, or consent, by answer or otherwise, to the
     filing against the undersigned of a petition for relief or reorganization  
     or arrangement or any other petition in bankruptcy or insolvency under the
     laws of any jurisdiction, (ii) make an assignment for the benefit of
     creditors, (iii) consent to the appointment of a custodian, receiver,
     trustee or other officer with similar powers for itself or for any
     substantial part of its property, (iv) be adjudicated insolvent, or (v)
     take action for the purposes of any of the foregoing; or

        (e) if any court of competent jurisdiction shall enter an order 
     appointing, without the consent of the undersigned, a custodian, receiver, 
     trustee or other officer with similar powers with respect to the
     undersigned or with respect to any substantial part of the property of the
     undersigned, or if an order for relief shall be entered in any case or
     proceeding for liquidation or reorganization or otherwise to take
     advantage of any bankruptcy or insolvency law of any jurisdiction, or
     ordering the dissolution, winding up or liquidation of the Maker's
     property, or if any petition for any such relief shall be filed against
     the Maker and such petition shall not be dismissed within sixty (60) days.

     At the election of the holder hereof, upon the occurrence of an Event of
Default and upon delivery of written notice to Maker and each guarantor of
this Note, without further notice or demand, the unpaid principal balance of
this Note, all accrued and unpaid interest thereon, and any other amounts due
hereunder, shall be and become immediately due and payable in full. Failure to
exercise this option shall not constitute a waiver of the right to exercise
the same in the event of any subsequent Event of Default, and such failure
shall not be deemed to establish a custom or course of dealing or performance
between Maker and Payee.

     The Maker hereby waives presentment for payment, demand, notice of
non-payment, notice of dishonor, protest of any dishonor, notice of protest
and protest of this Note. The Maker hereby consents to every extension of
time, renewal, waiver or modification that may be granted by any holder hereof
with respect to the payment or other provisions of this Note or any


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part hereof, with or without substitution, and agrees that additional makers
or guarantors or endorsers may become parties hereto without notice to the
undersigned, and without affecting the liability of the undersigned hereunder.

     If any attorney is engaged to collect all or any portion of the
liabilities of the Maker hereunder or to represent Payee or any holder hereof
in any bankruptcy, reorganization, receivership or other proceedings affecting
creditors' rights and involving a claim under this Note, then the Maker shall
be liable to Payee or any holder hereof for all reasonable attorneys' fees,
costs and expenses in connection therewith, in addition to all other amounts
due hereunder.

     No delay or omission on the part of Payee in exercising any rights or
remedies contained herein shall operate as a waiver of such right or remedy or
of any other right or remedy, and no singular or partial exercise of any right
or remedy shall preclude any other further exercise thereof, or the exercise
of any other right or remedy. A waiver of any right or remedy on any one
occasion shall not be construed as a bar or waiver of any right or remedy on
future occasions, and no delay, omission, waiver or partial exercise shall be
deemed to establish a custom or course of dealing or performance between the
parties hereto.

     This Note has been made and delivered at Chicago, Illinois and all funds
disbursed to or for the benefit of Maker have been disbursed in Chicago,
Illinois.

     This Note may not be changed or amended orally, but only by an instrument
in writing signed by the party against whom enforcement of the change or
amendment is sought.

     This Note shall be binding upon Maker and upon Maker's successors and
assigns, and shall inure to the benefit of the successors and assigns of
Payee.

     In the event that any provision hereof shall be deemed to be invalid by
reason of the operation of any law, or by reason of the interpretation placed
thereon by any court or any governmental authority, this Note shall be
construed as not containing such provision, the invalidity of such provision
shall not affect the validity of any other provisions hereof and any and all
other provisions hereof which otherwise are lawful and valid shall remain in
full force and effect.

          Time for the performance of Maker's obligations under this Note is of
the essence.

     THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT, AND THE RIGHTS OF MAKER AND GENEVA SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, MAKER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS NOTE SHALL BE TRIED AND DETERMINED ONLY IN THE
STATE COURTS LOCATED IN THE COUNTY OF


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COOK, STATE OF ILLINOIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAKER HEREBY   
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO THE VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION.

     TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAKER AND GENEVA HEREBY EXPRESSLY 
WAIVE ANY RIGHT TO TRAIL BY JURY OF ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND, 
OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF MAKER OR GENEVA
WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAKER AND GENEVA
HEREBY AGREE THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR
PROCEEDING SHALL BE DECIDED BY A COURT WITHOUT A JURY AND THAT GENEVA MAY FILE
A COPY OF THIS NOTE WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE
CONSENT OF MAKER TO THE WAIVER OF ITS RIGHT TO TRAIL BY JURY.

     IN WITNESS WHEREOF, this Note has been executed and delivered by Maker on
the date first set forth above.


                                           TCO HOLDINGS, INC.

                                           By: 
                                              ---------------------------------
                                           Name:   
                                                 ------------------------------
                                           Title:  
                                                 ------------------------------