BESTWAY INC
SECOND AMENDED AND RESTATED PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>d09589exv10w4.txt
<DESCRIPTION>SECOND AMENDED AND RESTATED PROMISSORY NOTE
<TEXT>
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                                                                    EXHIBIT 10.4

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THIS PROMISSORY NOTE UNDER THE SECURITIES ACT OF 1933 OR AN
OPINION OF COUNSEL OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT.

                           SECOND AMENDED AND RESTATED

                                 PROMISSORY NOTE

$3,000,000                         Dallas, Texas                October 26, 2001

         For value received the undersigned BESTWAY, INC. a Delaware corporation
(the "Maker"), hereby promises to pay O'Donnell & Masur, L.P. (the "Payee"), in
lawful money of the United States of America, the principal sum of THREE MILLION
DOLLARS AND NO/CENTS ($3,000,000), with interest on the unpaid principal balance
thereof from the date of advancement until default or maturity equal to the rate
of 8% per annum, calculated on the basis of the actual number of calendar days
elapsed but computed as if each year consisted of 360 days.

         Accrued interest shall be due and payable quarter-annually on the first
day of January, April, July and October of each calendar year beginning on
January 1, 2002, and continuing regularly and quarter-annually thereafter until
this Note is paid in full. The principal of this Note and all accrued but unpaid
interest shall be due and payable on November 1, 2003. The Maker may at any time
and from time to time prepay all or any part of unpaid principal balance of this
Note without premium or penalty.

         Each payment received by the Payee shall be applied first to late
charges and collection expenses, if any, then to the payment of accrued but
unpaid interest due hereunder, and then to the reduction of the unpaid principal
balance hereof.

         If the Maker defaults in the timely payment of any installment of
principal or interest due hereunder and such default shall continue uncured for
15 days after the Maker has received written notice of such default from the
Payee, the Payee may, at the Payee's option, exercise any or all of the rights,
powers and remedies afforded herein or by law, including, without limitation,
the right to declare the unpaid balance of this Note, together will all accrued
but unpaid interest on such principal balance, immediately due and payable.

         The failure by the Payee to exercise any right, power or remedy upon
the occurrence of a default by the Maker shall not constitute a waiver of the
right to exercise the same or any other right, power or remedy at any subsequent
time in respect to any other default. The acceptance by

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the Payee of any payment hereunder which is less than payment in full of all
amounts due and payable at the time of such payment shall not constitute a
waiver of the right to exercise of any such right, power or remedy without the
written consent of the Payee, except as and to the extent otherwise provided by
law.

         Except as may be otherwise provided herein, the makers, signers,
sureties, guarantors and endorsers of this Note severally waive demand,
presentment, notice of dishonor, notice of intent or demand or accelerate
payment hereof, notice of acceleration, diligence in collecting, grace, notice
and protest and agree to one or more extension for any period or periods of time
and partial payments, before or after maturity, without prejudice to the holder.
If this Note shall be collected by legal proceedings or through a probate or
bankruptcy court, or shall be placed in the hand of an attorney for collection
after default or maturity, the Maker agrees to pay all costs of collection,
including reasonable attorney's fees.

         This Note and the Maker's obligations hereunder shall be subordinated,
at the option of the Maker, to any other current or future indebtedness of the
Maker at any time of from time to time designated by the Maker as senior
indebtedness and the Payee agrees to execute a subordination agreement
subordinating the indebtedness evidenced by this Note on terms reasonably
requested by the holder of any such senior indebtedness of the Maker. The Payee
may not sell, transfer or assign this Note or any of its right hereunder without
the written consent of the Maker, and the Maker shall in no event be obligated
to make payments hereunder to anyone other than the Payee, its successors and
permitted assigns.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR
CHOICE OF LAWS RULES THEREOF.

         EXECUTED as of the date first above written.

                                    THE MAKER

                                    BESTWAY, INC.

                                    By:    /s/ BETH A. DURRETT
                                        -------------------------------------
                                    Name:  Beth A. Durrett
                                    Title: Chief Financial Officer

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