EXHIBIT (b)(1)

                             DEMAND PROMISSORY NOTE

  $14,934,728.64                                             December 29, 2000


          ON DEMAND, for value received, the undersigned, KC Holding
Corporation, a Delaware corporation (the "Company"), promises to pay to the
order ValueAct Capital Partners, L.P., a Delaware limited partnership (the
"Lender"), the principal sum of $14,934,728.64 or, if less, the amount
outstanding hereunder together with interest (computed on the basis of a year of
360 days and actual days elapsed) on the principal amount from time to time
remaining unpaid hereon from the date hereof to the maturity thereof (whether by
demand or otherwise) at the rate per annum equal to eight percent (8%) and after
the maturity thereof until paid at the rate per annum of two percent (2%) above
the interest rate otherwise applicable to this Note at such maturity.  Interest
shall be payable upon demand.

          The Company hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.  The Company agrees to pay to
the holder hereof all expenses incurred or paid by such holder, including
attorney's fees and court costs, in connection with the creation, enforcement or
collection of this Note.  It is agreed that this Note and the rights and
remedies of the holder hereof shall be construed in accordance with and governed
by the laws of New York.


                              KC HOLDING CORPORATION

                              By:    /s/ Jeffrey W. Ubben
                                 ------------------------

                                 Name:   Jeffrey W. Ubben
                                      -------------------

                                 Title:  Secretary and Treasurer
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