Exhibit 10.44
                        LINE OF CREDIT PROMISSORY NOTE

$4,000,000                                                   December 14, 2000

            FOR VALUE RECEIVED,  HEARTLAND TECHNOLOGY,  INC. (the "Borrower"),
hereby  unconditionally  promises to pay to the order of  HEARTLAND  PARTNERS,
L.P. and CMC HEARTLAND PARTNERS  (collectively,  the "Payee") at the office of
the  Payee in  lawful  money of the  United  States  of  America  on demand in
immediately  available funds, the principal amount of the lesser of $4,000,000
or  such  principal   amount  of  unpaid   advances  from  Payee  as  is  then
outstanding.  The  Borrower  further  agrees to pay  interest in like money at
such  office  on  the  unpaid  principal  amount  hereof  from  time  to  time
outstanding  from the date of borrowing until the principal  amount is paid in
full at a fixed rate of interest equal to thirteen  percent (13%),  calculated
on the  basis of a 360 day  year  for the  number  of days  actually  elapsed.
Interest  shall be  payable  in  arrears  at  maturity.  Prior to  demand  for
payment or an Event of Default  (hereinafter  defined),  the Borrower shall be
permitted to borrow, and reborrow funds under this Note.

            All sums  due  hereunder  shall,  automatically,  without  further
action,  become immediately due and payable, upon the occurrence of any of the
following events (each, an "Event of Default"):

            (1)   a receiver,  liquidator or trustee of the Borrower or of any
property  of the  Borrower  shall be  appointed  by court order and such order
shall  remain  unstayed  and in effect for more than 60 days;  or the Borrower
shall  be  adjudged  bankrupt  or  insolvent;  or any of the  property  of the
Borrower  shall be  restrained,  attached  or  sequestered  by court  order or
become  subject to any levy of any court and such order shall remain  unstayed
and in  effect  from  more  than 60 days;  or a  petition  to  reorganize  the
Borrower under any bankruptcy,  reorganization,  arrangement,  moratorium,  or
insolvency  law or code or  other  debtor  relief  proceedings  shall be filed
against  the  Borrower  and shall not be  dismissed  within 60 days after such
filing or an order for relief shall be entered  against the Borrower (in being
understood  that for the purposes of  Paragraphs  (1),  (2), (3), (4) and (5),
the term the "Borrower" includes any "significant  subsidiary" of the Borrower
as that term is defined by the Securities and Exchange Commission,  including,
but not limited to HTI Class B, LLC);

            (2)   the Borrower  shall file a petition in voluntary  bankruptcy
or requesting  relief under any provision of any  bankruptcy,  reorganization,
or insolvency  law or shall  consent to the filing of any petition  against it
under any such law or code;

            (3)   the  Borrower  shall make an  assignment  for the benefit of
its  creditors  or consent  to the  appointment  of a  receiver,  trustee,  or
liquidator  of the  Borrower  or of all or any  part  of the  property  of the
Borrower;

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            (4)   the  Borrower  shall  be  dissolved  or  liquidated  or  the
existence  of  the  Borrower  shall  terminate  except  pursuant  to a  merger
pursuant to which the Obligations  become obligations of the surviving entity;
or

            (5)   any  seizure,  vesting,  or  intervention  by or  under  the
authority of any  governmental  agency by which the management of the Borrower
is  displaced  or its  authority  in the conduct of its  business is curtailed
shall occur.

            THE  BORROWER  WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY  ACTION,
PROCEEDING OR  COUNTERCLAIM  CONCERNING  ANY RIGHTS UNDER THIS NOTE,  ANY LOAN
DOCUMENT  TO WHICH IT IS A PARTY OR UNDER  ANY  OTHER  DOCUMENT  OR  AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED  IN  CONNECTION  HEREWITH OR
THEREWITH,  OR ARISING FROM ANY LENDING  RELATIONSHIP  EXISTING IN  CONNECTION
WITH THIS NOTE,  AND AGREES THAT ANY SUCH ACTION,  PROCEEDING OR  COUNTERCLAIM
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

            This Note shall be governed by the  substantive  laws of the State
of Illinois.

                              HEARTLAND TECHNOLOGY, INC.


                              By         s/ Edwin Jacobson
                              Its     President & CEO







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