EXHIBIT 10.5

                            PROMISSORY NOTE
                             COMMERCE BANK

$8,200,000.00 and interest            St. Louis (Clayton), Missouri
                                                 April 5,  1994

     The undersigned EDJ Leasing Co., L.P., a Missouri Limited
Partnership promises to pay to the order of Commerce Bank,
National Association, ("Bank") the principal sum of Eight Million
Two Hundred Thousand and no/100 Dollars at its office, with
accrued interest from date thereon at the per annum rate equal to
the Prime Rate of Bank, payable as follows:

Monthly payments of $194,444.44 principal plus accrued interest,
beginning on the 1st day of May, 1994 and on the 1st day of each
month thereafter until May 1, 1997, when all principal and
accrued interest shall be due and payable in full.

     Interest on this note shall be calculated on the actual
number of days on the basis of a year of 360 days.  Payments will
be applied first to interest then to principal.  The amount of
the final payment may vary depending on the timeliness and
amounts of the preceding payments.

     Acceptance of payments after a date on which Bank may demand
payment in full shall not constitute a waiver of the Bank's right
to demand payment in full thereafter.  This note shall bear
interest after maturity at the rate of 3% over the stated rate
but not exceeding the maximum rate allowed by law; and if not
paid annually, such interest shall be compounded annually.  As
used herein, "Prime Rate" shall mean the per annum rate of
interest established from time to time by Bank and designated as
such for its internal convenience, and no representation is made
that the Prime Rate is the lowest, the best or a favored rate of
interest.  The rate of interest charged on this note, shall
change with, and be effective on the date of each change in the
Prime Rate.

     Any one or more of the following events shall constitute a
default hereunder:  failure of the undersigned to comply with any
of the provisions contained in this note or in any security
instrument securing the same or in any other agreement between
the undersigned and Bank, failure of any guarantor, indemnitor,
or surety of this note to comply with any of the provisions of
any guaranty or other agreement relating thereto (including any
security instrument securing the same), or any event (such as
transfer of collateral) under any security instrument securing
this note or in any other agreement in respect of borrowed money
to which the undersigned is a party which allows Bank or any
other person to declare any indebtedness owing by the undersigned
due and payable in full, dissolution, termination of existence,
insolvency, failure to pay debts as they mature, appointment of a
receiver of any part of the property of, an assignment for the
benefit of creditors, or the commencement of any proceedings
under bankruptcy or insolvency laws by or against any of the
undersigned or any guarantors or endorsers of this note, or if
the Bank in good faith believes that its prospect of payment is
impaired.  Upon the occurrence of an event of default, then or at
any time thereafter, this note and all other obligations of each
of the undersigned, shall at the option of Bank, become due and
payable without notice or demand, unless notice or demand be
required by applicable law or regulation.

     Unless prohibited by law, the undersigned will pay on demand
all reasonable costs of collection, reasonable legal expenses and
reasonable attorney's fees incurred or paid in collecting and/or
enforcing this note, including any and all fees incurred by Bank
for representation in any insolvency or bankruptcy proceedings
related to the undersigned, any guarantor or obligor under any
security or other agreement held by Bank as collateral for this
Note.  Furthermore, Bank reserves the right to offset without
notice all funds held by Bank against matured debts owing to Bank
by the undersigned.

     The Undersigned reserves the right to prepay, in whole or in
part, at any time and from time to time, without penalty or
premium of any kind.

     All without notice to and without affecting the
liability to Bank of any of the undersigned, (1) each of the
undersigned waives presentment, protest, demand, notice of
dishonor or default, and consents to the release of any
party or parties directly or indirectly liable for payment
hereof or the release, subordination or substitution of any
collateral securing this obligation; and (2) each co-maker,
indorser, accommodation party, or guarantor, if any,
consents to any and all amendments, modifications (including
changes in interest rate), and/or renewals and extensions
(including successive renewals or extensions and whether for
the same term or such shorter or longer term as Bank may
require) provided such amendment, modification, renewal
and/or extension is executed by at least one of the
undersigned.