OBSIDIAN ENTERPRISES INC
EXHIBIT 10.22 - COMMERCIAL SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-22.txt
<DESCRIPTION>EXHIBIT 10.22 - COMMERCIAL SECURITY AGREEMENT
<TEXT>


                                  EXHIBIT 10.22

                          COMMERCIAL SECURITY AGREEMENT

<TABLE>
<S>             <C>             <C>         <C>        <C>              <C>        <C>      <C>
Principal       Loan Date        Maturity    Loan No.  Call Collateral   Account   Officer   Initials
$1,302,510.00   12-10-1999                   714719440                    220        35        B33
</TABLE>

References  in the  shaded  area are for  Lenders  use only and do not limit the
applicability of this document to any particular loan or item.

  Borrower:   DW LEASING COMPANY, LLC          Lender: Old National Bank
                831 LAKELANO EAST DR                   Evansville - Main
                FLOWOOD, MS 39208                      PO Box 718
                                                       420 Main Street
                                                       Evansville IN 47705

THIS COMMERCIAL  SECURITY  AGREEMENT is entered into between DW LEASING COMPANY,
LLC (referred to below as  "Grantor");  and Old National Bank (referred to below
as "Lender").  For valuable  consideration,  Grantor grants to Lender a security
interest in the  Collateral  to secure the  indebtedness  and agrees that Lender
shall have the rights stated in this Agreement  with respect to the  Collateral,
in addition to all other rights which Lender may have by law.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

Agreement.  The word "Agreement" means this Commercial  Security  Agreement,  as
this Commercial Security Agreement may be amended or modified from time to time,
together with all exhibits and schedules  attached to this  Commercial  Security
Agreement from time to time.

Collateral.  The word  "Collateral"  means the following  described  property of
Grantor:

             1993 EAGLE MOTOR COACH; VIN# 1EUBM6A19P8004023

             1996 PREVOST MOTOR COACH; VIN# 29CE33490T1025786

             1996 PREVOST MOTOR COACH; V1N# 2PCE33493T1025801

             1996 PREVOST MOTOR COACH; VIN# 2PCE33494T1025041

In addition, the word "Collateral" includes all the following, whether now owned
or hereafter acquired,  whether now existing or hereafter arising,  and wherever
located:

     (a)  All  accessions,  accessories,  increases,  end  additions  to and all
     replacements of and substitutions for any property described above.

     (b) All  products  and  produce of any of the  property  described  in this
     Collateral section.

     (c)  All  accounts,  general  intangibles,   instruments,   rents,  monies,
     payments,  and all other rights, arising out of a sale or other disposition
     of any of the property described in this Collateral section.

     (d) All proceeds (including insurance proceeds) from the sale, destruction,
     loss,  or  other  disposition  of any of the  property  described  in  this
     Collateral section.

     (e) All records and data relating to any of the property  described in this
     Collateral  section,  whether  in  the  form  of  a  writing,   photograph,
     microfilm,  microfiche, or electronic media, together with all of Grantor's
     right,  title,  and  interest in and to all computer  software  required to
     utilize,  create,  maintain,  and  process  any  such  records  or  data on
     electronic media.

Event of  Default.  The  words  "Event  of  Default"  mean and  include  without
limitation  any of the Events of Default set forth  below in the section  titled
"Events of Default."

Grantor.  The word "Grantor" means DW LEASING  COMPANY,  LLC, its successors and
assigns.

Guarantor.  The word "Guarantor" means and includes without  limitation each and
all of the guarantors,  sureties,  and accommodation  parties in connection with
the indebtedness.

Indebtedness.  The word "Indebtedness"  means the indebtedness  evidenced by the
Note, including all principal and interest, together with all other indebtedness
and costs and expenses for which Grantor is responsible  under this Agreement or
under  any of the  Related  Documents.  In  addition,  the  word  "Indebtedness"
includes all other obligations, debts and liabilities, plus interest thereon, of
Grantor,  or any one or more of them, to Lender, as well as all claims by Lender
against  Grantor,  or any one or more of them,  whether  existing  now or later,
whether they are voluntary or  involuntary,  due or not due, direct or indirect,
absolute or  contingent,  liquidated  or  unliquidated;  whether  Grantor may be
liable individually or jointly with others;  whether Grantor may be obligated as
guarantor,  surety, accommodation party or otherwise; whether recovery upon such
Indebtedness   may  be  or  hereafter  may  become  barred  by  any  statute  of
limitations;  and  whether  such  indebtedness  may be or  hereafter  may become
otherwise unenforceable.

Lender. The word "Lender" means Old National Bank, its successors and assigns.

Note.  The word "Note"  means the note or credit  agreement  dated  December 10,
1999, in the principal amount of $1,302,510.00  from DW LEASING COMPANY,  LLC to
Lender,  together  with  all  renewals  of,  extensions  of,  modifications  of,
refinancings  of,  consolidations  of and  substitutions  for the note or credit
agreement.

Related  Documents.  The words  "Related  Documents"  mean and  include  without
limitation  all  promissory   notes,   credit   agreements,   loan   agreements,
environmental agreements,  guaranties, security agreements,  mortgages, deeds of
trust,  and all other  instruments,  agreements  and  documents,  whether now or
hereafter existing, executed in connection with the indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys,  delivers,  pledges, and transfers all of Grantor's
right,  title and interest in and to  Grantor's  accounts  with Lender  (whether
checking,  savings, or some other account),  including all accounts held jointly
with someone else and all  accounts  Grantor may open in the future,  excluding,
however, all IRA and Keogh accounts,  and all trust accounts for which the grant
of a security interest would be prohibited by law. Grantor authorizes lender, to
the extent  permitted by  applicable  law, to charge or setoff alt  Indebtedness
against any and all such accounts,  and, at Lender's option, to administratively
freeze all such accounts to allow Lender to protect  Lender's  charge and setoff
rights provided in this paragraph.

OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

     Perfection of Security  Interest.  Grantor agrees to execute such financing
     statements  and to take  whatever  other actions are requested by Lender to
     perfect and continue  Lender's  security  Interest in the Collateral.  Upon
     request  of  Lender,  Grantor  will  deliver  to Lender  any and all of the
     documents evidencing or constituting the Collateral,  and Grantor will note
     Lender's interest upon any and all chattel paper If not delivered to Lender
     for possession by Lender. Grantor hereby appoints Lender as its irrevocable
     attorney-in-fact  for the purpose of executing any  documents  necessary to
     perfect or to continue the  security  interest  granted in this  Agreement.
     Lender may sign and file financing  statements without Grantor's signature.
     Lender may at any time,  and without  further  authorization  from Grantor,
     file  a  carbon,  photographic  or  other  reproduction  of  any  financing
     statement or of this  Agreement for use as a financing  statement.  Grantor
     will  reimburse  Lender  for  all  expenses  ton  the  perfection  and  the
     continuation  of  the  perfection  of  Lender's  security  Interest  In the
     Collateral.  Grantor  promptly  will  notify  Lender  before  any change in
     Grantor's  name  including  any  change to the  assumed  business  names of
     Grantor.  This is a  continuing  Security  Agreement  and wilt  continue in
     effect even though all or any part of the  Indebtedness is paid in full and
     even though for a period of time Grantor may not be indebted to Lender.

     No Violation. The execution and delivery of this Agreement will not violate
     any law or agreement  governing Grantor or to which Grantor is a party, and
     its  membership  agreement  does not prohibit any term or condition of this
     Agreement.

     Enforceability  of  Collateral.  To the extent the  Collateral  consists of
     accounts,  chattel  paper,  or  general  intangibles,  true  Collateral  is
     enforceable  in accordance  with its terms,  is genuine,  end complies with
     applicable  laws  concerning  form,  content and manner of preparation  and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the Collateral.

     Removal of Collateral.  Grantor shall keep the Collateral (on to the extent
     the  Collateral  consists of  Intangible  property  such as accounts,  tire
     records  concerning the Collateral) at Grantor's address shown above, or at
     such other  locations as are  acceptable  to Lender.  Except in he ordinary
     course of its business, including the sales of inventory, Grantor shall not
     remove the Collateral from its existing locations without the prior written
     consent of Lender. ~

     Transactions  Involving  Collateral.  Except for Inventory sold or accounts
     collected in the ordinary course of Grantor's  business,  Grantor shall not
     sell,  offer to sell, or otherwise  transfer or dispose of the  Collateral.
     Grantor  shall not  pledge,  mortgage,  encumber  or  otherwise  permit the
     Collateral to be subject to any lien,  security interest,  encumbrance,  or
     charge,  other than the security  interest provided for in this Agreement ,
     without  the prior  written  consent  of  Lender.  This  includes  security
     interests even if junior in right to the security  interests  granted under
     this  Agreement.  Unless waived by Lender all proceeds from any disposition
     of the Collateral  (for whatever  reason) shall be held in trust for Lender
     and shall not be commingled with any other funds,  provided  however,  this
     requirement  shall not  constitute  consent  by lender to any sale or other
     disposition.  Upon  receipt,  Grantor  shall  immediately  deliver any such
     proceeds to Lender.

     Title.  Grantor  represents  and  warrants to Lender that it holds good and
     marketable  title to the  Collateral,  free  and  clear  of all  liens  and
     encumbrances except for the lien of this Agreement.  No financing statement
     covering any of the  Collateral  is on file in any public office other than
     those which reflect the security  interest  created by this Agreement or to
     which Lender has  specifically  consented.  Grantor  shall defend  Lender's
     rights in the  Collateral  against  the  claims  and  demands  of all other
     persons.

     Maintenance  and  Inspection  of  Collateral.  Grantor  shall  maintain all
     tangible  Collateral in good condition and repair.  Grantor will not commit
     or permit  damage to or  destruction  of the  Collateral  or any art of the
     Collateral. Lender and its designated representatives and agents shall have
     the  right at all  reasonable  times to  examine,  inspect,  and  audit the
     Collateral wherever located. Grantor shall immediately notify Lender of all
     cases involving he return, rejection, repossession, loss or damage of or to
     any  Collateral;  of any request for credit or  adjustment  or of any other
     dispute  arising  with  respect to the  Collateral;  and  generally  of all
     happenings  and events  affecting the Collateral or the value or the amount
     of the Collateral.

     Taxes,  Assessments  and  Liens.  Grantor  will  pay  when  due  al  taxes,
     assessments and liens upon the Collateral,  its use or operation, upon this
     Agreement,  upon any promissory note or notes evidencing the  indebtedness,
     or upon any of the other Related  Documents.  Grantor may withhold any such
     payment  or may  elect to  contest  any lien if  Grantor  is in good  faith
     conducting an  appropriate  proceeding to contest the obligation to pay and
     so long as  Lender's  interest  in the  Collateral  is not  jeopardized  in
     Lender's  sole opinion.  If the  Collateral is subjected to a lien which is
     not discharged within fifteen (15) days,  Grantor shall deposit with lender
     cash, a sufficient corporate surety bond or other security  satisfactory to
     lender in an amount  adequate to provide for the discharge of the lien plus
     any interest,  costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the  Collateral.  In any contest Grantor
     shall defend itself and Lender and shall satisfy any final adverse judgment
     before enforcement against the Collateral.  Grantor shall name Lender as an
     additional   obligee  under  any  surety  bond  furnished  in  the  contest
     proceedings.

     Compliance With  Governmental  Requirements.  Grantor shall comply promptly
     with all  laws,  ordinances,  rules  and  regulations  of all  governmental
     authorities,  now or  hereafter  in effect,  applicable  to the  ownership,
     production,  disposition, or use of the Collateral.  Grantor may contest in
     good faith any such law,  ordinance or regulation  and withhold  compliance
     during any proceedings,  including appropriate appeals, so long as Lender's
     interest in the Collateral, in Lender's opinion, is not jeopardized.

     Hazardous  Substances.  Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement  remains a lien
     on  the  Collateral,  used  for  the  generation,   manufacture,   storage,
     transportation,  treatment,  disposal, release or threatened release of any
     hazardous   waste  or  substance,   as  those  terms  are  defined  in  the
     Comprehensive  Environmental Response,  Compensation,  and Liability Act of
     1980, as amended, 41 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
     Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499  ("SARA"),
     the  Hazardous  Materials  Transportation  Act, 49 U.S.C.  Section 1801, et
     seq., the Resource  Conservation and Recovery Act, 42 U.S.C.  Section 6901,
     et seq., or other applicable  state or Federal laws,  rules, or regulations
     adopted pursuant to any of the foregoing.  The terms "hazardous  waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum   by-products   or  any  fraction   thereof  and  asbestos.   The
     representations and warranties  contained herein are based on Grantor's due
     diligence  in  investigating   the  Collateral  for  hazardous  wastes  and
     substances.  Grantor  hereby (a)  releases  and  waives  any future  claims
     against Lender for indemnity or  contribution  in the event Grantor becomes
     liable for cleanup or other  costs  under any such laws,  and (b) agrees to
     indemnify  and hold harmless  Lender  against any and all claims and losses
     resulting  from  a  breach  of  this  provision  of  this  Agreement.  This
     obligation to indemnify shall survive the payment of the  indebtedness  and
     the satisfaction of this Agreement.

     Maintenance of Casualty  Insurance.  Grantor shall procure and maintain all
     risks  insurance,  including  without  limitation fire, theft and liability
     coverage  together  with such other  insurance  as Lender may require  with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable  to  Lender  and  issued by a company  or  companies  reasonably
     acceptable  to Lender.  Grantor,  upon  request of Lender,  will deliver to
     Lender from time to time the policies or  certificates of insurance in form
     satisfactory to Lender,  including  stipulations that coverages will not be
     cancelled  or  diminished  without  at least ten (10) days'  prior  written
     notice  to  Lender  and  not  including  any  disclaimer  of the  insurer's
     liability  for failure to give such a notice.  Each  insurance  policy also
     shall  include an  endorsement  providing  that coverage in favor of Lender
     will not be impaired in any way by any act,  omission or default of Grantor
     or any other person.  In connection  with all policies  covering  assets in
     which Lender holds or is offered a security interest,  Grantor will provide
     Lender with such loss payable or other  endorsements as Lender may require.
     In no event shall the insurance be in an amount less than the amount agreed
     upon in the Agreement to Provide Insurance. If Grantor at any time fails to
     obtain or maintain any insurance as required under this  Agreement,  lender
     may (but shall not be obligated  to) obtain such  insurance as Lender deems
     appropriate,  including if it so chooses "single interest insurance," which
     will cover only Lender's interest in the Collateral.

     Application of Insurance Proceeds.  Grantor shall promptly notify Lender of
     any loss or  damage to the  Collateral.  Lender  may make  proof of loss if
     Grantor  fails to do so  within  fifteen  (15)  days of the  casualty.  All
     proceeds of any insurance on the  Collateral,  including  accrued  proceeds
     thereon,  shall  beheld  by  Lender  as part of the  Collateral.  If Lender
     consents to repair or replacement  of the damaged or destroyed  Collateral,
     Lender shall,  upon  satisfactory  proof of  expenditure,  pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender  does not  consent to repair or  replacement  of the  Collateral,
     Lender shall  retain a sufficient  amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not been  disbursed  within six (6) months  after  their  receipt and which
     Grantor has not committed to the repair or  restoration  of the  Collateral
     shall be used to prepay the indebtedness.

     Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
     reports on each existing  policy of insurance  showing such  information as
     Lender may reasonably request including the following:  (a) the name of the
     insurer;  (b) the risks  insured;  (c) the  amount of the  policy;  (d) the
     property  insured;  (e) the  then  current  value  on the  basis  of  which
     insurance has been obtained and the manner of determining  that value;  and
     (f) the  expiration  date of the policy.  In addition,  Grantor  shall upon
     request  by  Lender   (however  not  more  often  than  annually)  have  an
     independent appraiser satisfactory to Lender determine, as applicable,  the
     cash value or replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible  personal property and beneficial use of all the Collateral and may use
it in any lawful  manner not  inconsistent  with this  Agreement  or the Related
Documents,  provided that Grantor's right to possession and beneficial use shall
not apply to any  Collateral  where  possession  of the  Collateral by Lender is
required by law to perfect Lender's  security  interest in such  Collateral.  If
Lender at any time has possession of any Collateral,  whether before or after an
Event of Default,  Lender shall be deemed to have exercised  reasonable  care in
the custody and  preservation  of the Collateral if Lender takes such action for
that  purpose  as  Grantor  shall not of  itself  be  deemed to be a failure  to
exercise  reasonable  care.  Lender  shall  not be  required  to take any  steps
necessary to preserve any rights in the Collateral against prior parties, nor to
protect,  preserve  or  maintain  any  security  interest  given to  secure  the
Indebtedness.

EXPENDITURES  BY LENDER.  If not  discharged  or paid when due,  lender may (but
shall  not  be  obligated  to)  discharge  or pay  any  amounts  required  to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes,  liens,  security interests,  encumbrances,  and other claims, at any
time  levied or  placed on the  Collateral.  Lender  also may (but  shall not be
obligated  to) pay all  costs  for  insuring,  maintaining  and  preserving  the
Collateral.  All such expenditures  incurred or paid by Lender for such purposes
will  then  bear  interest  at the rate  charged  under  the Note  from the date
incurred  or paid by  Lender  to the  date of  repayment  by  Grantor.  All such
expenses shall become a part of the indebtedness  and, at Lender's option,  will
(a) be  payable  on  demand,  (b) be  added  to the  balance  of the Note and be
apportioned  among and be payable  with any  installment  payments to become due
during  either  (i) the  term of any  applicable  insurance  policy  or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity.  This Agreement also will secure payment
of these  amounts.  Such  right  shall be in  addition  to all other  rights and
remedies to which  Lender may be  entitled  upon the  occurrence  of an Event of
Default.

EVENTS OF DEFAULT.  Each of the following  shall  constitute an Event of Default
under this Agreement.

     Default on Indebtedness. Failure of Grantor to make any payment when due on
     the indebtedness.

     Other  Defaults.  Failure of Grantor to comply with or to perform any other
     term,  obligation,  covenant or condition contained in this Agreement or in
     any of the Related  Documents or in any other agreement  between Lender and
     Grantor.

     Default in Favor of Third Parties.  Should  Borrower or any Grantor default
     under any loan, extension of credit, security agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's  property or Borrower's or any
     Grantor's   ability  to  repay  the  loans  or  perform  their   respective
     obligations under this Agreement or any of the Related Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by or on behalf of Grantor  under this  Agreement,  the
     Note or the  Related  Documents  is false  or  misleading  in any  material
     respect, either nor or at the time made or furnished.

     Defective Collateralization.  This Agreement or any o the Related Documents
     ceases to be in full force and effect (including  failure of any collateral
     document to create a valid and perfected  security interest of lien) at any
     time and for any reason.

     Death or Insolvency.  The  dissolution  (regardless of whether  election to
     continue is made), any member withdraws from the limited liability company,
     or any other termination of Grantor's  existence as a going business or the
     death of any member,  the  insolvency  of  Grantor,  the  appointment  of a
     receiver for any part of Grantor's property, any assignment for the benefit
     of creditors,  any type of creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor  of Grantor or by any
     governmental agency against the Collateral or any other collateral securing
     the  indebtedness.  This includes a garnishment of any of Grantor's deposit
     accounts  with Lender.  However,  this Event of Default  shall not apply if
     there  is  a  good  faith   dispute  by  Grantor  as  to  the  validity  or
     reasonableness  of  the  claim  which  is the  basis  of  the  creditor  or
     forfeiture  proceeding  and if Grantor gives Lender  written  notice of the
     creditor or  forfeiture  proceeding  and deposits  with Lender  monies or a
     surety  bond  for the  creditor  or  forfeiture  proceeding,  in an  amount
     determined by Lender, in its sole discretion,  as being an adequate reserve
     or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  indebtedness  or such  Guarantor  dies or
     becomes incompetent.  Lender, at its option, may, but shall not be required
     to, permit the Guarantor's estate to assume unconditionally the obligations
     arising  under the  guaranty in a manner  satisfactory  to Lender,  and, in
     doing so, cure the Event of Default.

     Adverse  Change.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

     Insecurity. Lender, in good faith, deems itself insecure.

     Right to Cure.  If any default,  other than a Default on  Indebtedness,  is
     curable and if Grantor has not been given a prior notice of a breach of the
     same provision of this Agreement,  it may be cured (and no Event of Default
     will have occurred) if Grantor, after Lender sends written notice demanding
     cure of such default,  (a) cures the default  within  fifteen (15) days; or
     (b),  if the  cure  requires  more  than  fifteen  (15)  days,  immediately
     initiates  steps which  Lender  deems in  Lender's  sole  discretion  to be
     sufficient to cure the default and  thereafter  continues and completes all
     reasonable and necessary steps sufficient to produce  compliance as soon as
     reasonably practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party  under the  Indiana  Uniform  Commercial  Code.  In  addition  and without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

     Accelerate  Indebtedness.  Lender  may  declare  the  entire  indebtedness,
     including  any  prepayment  penalty which Grantor would be required to pay,
     immediately due and payable, without notice.

     Assemble Collateral. Lender may require Grantor to deliver to Lender all or
     any portion of the  Collateral  and any and all  certificates  of title and
     other documents  elating to the  Collateral.  Lender may require Grantor to
     assemble  the  Collateral  and make it available to Lender at a place to be
     designated  by lender.  Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral  contains  other goods not covered by this Agreement at the time
     of repossession,  Grantor agrees ender may take such other goods,  provided
     that  Lender  makes  reasonable  efforts to return  them to  Grantor  after
     repossession.

     Sell the Collateral. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the  Collateral or proceeds  thereof in its own name
     or that of Grantor.  Lender may sell the  Collateral  at public  auction or
     private sale. Unless the Collateral  threatens to decline speedily in value
     or is of a type customarily sold on a recognized  market,  Lender will give
     Grantor  reasonable  notice of the time after which any private sale or any
     other   intended   disposition  of  the  collateral  is  to  be  made.  The
     requirements  of reasonable  notice shall be met if such notice is given at
     least  ten  (10)  days  before  the time of the  sale or  disposition.  All
     expenses  relating to the disposition of the Collateral,  including without
     limitation the expenses of retaking, holding, insuring,  preparing for sale
     and selling the Collateral, shall become a part of the indebtedness secured
     by this Agreement and shall be payable on demand, with interest at the Note
     rate from date of expenditure until repaid.  Under all  circumstances,  the
     indebtedness  will be  repaid  without  relief  from any  Indiana  or other
     calculation and appraisement laws.

     Appoint  Receiver.  To the extent  permitted y applicable law, Lender shall
     have the  following  rights and remedies  regarding  the  appointment  of a
     receiver:  (a) Lender may have a receiver  appointed  as a matter of right,
     (b) the receiver may be an employee of Lender and may serve  without  bond,
     and (c) all fees of the receiver and his or her attorney  shall become part
     of the  indebtedness  secured  by this  Agreement  and shall be  payable on
     demand,  with  interest  at the Note rate from  date of  expenditure  until
     repaid.

     Collect  Revenues,  Apply Accounts.  Insofar as the Collateral  consists of
     accounts,  general intangibles,  insurance policies,  instruments,  chattel
     paper, choses in action, or similar property,  Lender may demand,  collect,
     receipt for, settle, compromise,  adjust, sue for, foreclose, or realize on
     the  Collateral as Lender may  determine,  whether or not  indebtedness  or
     Collateral is then due. For these purposes, Lender may, on behalf of and in
     the  name of  Grantor,  receive,  open and  dispose  of mail  addressed  to
     Grantor;  change any address to which mail and payments are to be sent; and
     endorse  notes,  checks,   drafts,   money  orders,   documents  of  title,
     instruments and items  pertaining to payment,  shipment,  or storage of any
     Collateral. To facilitate collection, Lender may notify account debtors and
     obligators on any Collateral to make payments directly to lender.

     Obtain Deficiency.  If lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment  against Grantor for any deficiency  remaining
     on the indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this  Agreement.  Grantor shall
     be  liable  for a  deficiency  even if the  transaction  described  in this
     subsection is a sale of accounts or chattel paper.

     Other Rights and Remedies. Lender shall have all the rights and remedies of
     a secured creditor under the provisions of the Uniform  Commercial Code, as
     may be amended from time to time.  In  addition,  lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     Cumulative Remedies. All of Lender's rights and remedies, whether evidenced
     by this Agreement or the Related  Documents or by any other writing,  shall
     be cumulative and may be exercised singularly or concurrently.  Election by
     Lender to pursue any remedy shall not exclude  pursuit of any other remedy,
     and an  election  to make  expenditures  or to take  action to  perform  an
     obligation  of Grantor under this  Agreement,  after  Grantor's  failure to
     perform,  shall not  affect  Lender's  right to  declare  a default  and to
     exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement.

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Applicable Law. This Agreement has been delivered to Lender and accepted by
     lender in the State of Indiana. If there is a lawsuit,  Grantor agrees upon
     Lender's  request to submit to the  jurisdiction of the courts of the State
     of Indiana.  Lender and Grantor hereby waive the right to any jury trial in
     any action proceeding,  or counterclaim brought by either Lender or Grantor
     against the other.  This  Agreement  shall be governed by and  construed in
     accordance with the laws of the State of Indiana.

     Attorneys'  Fees;  Expenses.  Grantor  agrees  to pay  upon  demand  all of
     Lender's costs and expenses,  including attorneys;  fees and Lender's legal
     expenses,  incurred in connection  with the  enforcement of this Agreement.
     Lender may pay someone  else to help enforce  this  Agreement,  and Grantor
     shall pay the costs and  expenses of such  enforcement.  Costs and expenses
     include Lender's attorneys' fees and legal expenses whether or not there is
     a lawsuit,  including  attorneys'  fees and legal  expenses for  bankruptcy
     proceedings  (and including  efforts to modify or vacate any automatic stay
     or  injunction),  appeals,  and any  anticipated  post-judgment  collection
     services.  Grantor also shall pay all court costs and such  additional fees
     as may be directed y the court.

     Caption  headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

     Multiple Parties.  All obligations of Grantor under this Agreement shall be
     joint and several,  and all references to Grantor shall mean each and every
     Grantor.  This means that each of the persons  signing below is responsible
     for all obligations in this Agreement.

     Notices.  All notices  required to be given under this  Agreement  shall be
     given in writing, may e sent by telefacsimile (unless otherwise required by
     law), and shall be effective when actually delivered or when deposited with
     a nationally recognized overnight courier or deposited in the United States
     mail,  firs  class,  postage  prepaid,  addressed  to the party to whom the
     notice is to be given at the address shown above.  Any party may change its
     address for notices under this Agreement by giving formal written notice to
     the other parties,  specifying  that the purpose of the notice is to change
     the party's address.  To the extent permitted by applicable law, I there is
     more than one Grantor,  notice to any Grantor will constitute notice to all
     Grantors.  For notice  purposes,  Grantor will keep Lender  informed at all
     times of Grantor's current address(es).

     Power of Attorney.  Grantor hereby  appoints  Lender as its true and lawful
     attorney-in-fact,  irrevocably,  with full power of  substitution to do the
     following:  (a) to demand, collect,  receive,  receipt for, sue and recover
     all sums of money or other property which may now or hereafter  become due,
     owing or payable from the Collateral;  (b) to execute, sign and endorse any
     and all claims, instruments, receipts, checks, drafts or warrants issued in
     payment for the Collateral;  (c) to settle or compromise any and all claims
     arising under the  Collateral,  and, in the place and stead of Grantor,  to
     execute and deliver its release and  settlement  for the claim;  and (d) to
     file any claim or claims or to take any action or institute or take part in
     any  proceedings,  either  in its own  name or in the name of  Grantor,  or
     otherwise,  which in the  discretion  of Lender may seem to be necessary or
     advisable.  This power is given as security for the  indebtedness,  and the
     authority  hereby conferred is and shall be irrevocable and shall remain in
     full force and effect until renounced by Lender.

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to be  invalid  or  unenforceable  as  to  any  person  or
     circumstance,  such  finding  shall not render  that  provision  invalid or
     unenforceable as to any other persons or  circumstances.  If feasible,  any
     such  offending  provision  shall be deemed to be modified to be within the
     limits of enforceability or validity;  however,  if the offending provision
     cannot be so  modified,  it shall be stricken and all other  provisions  of
     this Agreement in all other respects shall remain valid and enforceable.

     Successor Interests. Subject to the limitations set forth above on transfer
     of the  Collateral,  this Agreement  shall be binding upon and inure to the
     benefit of the parties, their successors and assigns.

     Waiver.  Lender  shall not be deemed to have  waived any rights  under this
     Agreement  unless such waiver is given in writing and signed by lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement  shall not prejudice or constitute a waive of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Grantor,  shall constitute a waiver of
     any of Lender's  right or of any of Grantor's  obligations as to any future
     transactions.  Whenever  the  consent  of Lender  is  required  under  this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

GRANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED DECEMBER 10,
1999.

GRANTOR:

DW LEASING COMPANY, LLC

By:      /s/Timothy S. Durham               By:      /s/Terry Whitesell
         TIMOTHY S. DURHAM, MEMBER                   TERRY WHITESELL, Member
<PAGE>

                                 PROMISSORY NOTE

<TABLE>
<S>                  <C>          <C>         <C>       <C>                <C>          <C>      <C>
Principal             Loan Date     Maturity   Loan No.   Call  Collateral   Account    Officer    Initials
$1,302,510.00         12/10/1999               714719440   220         35                              B33
</TABLE>

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item

Borrower:         DW Leasing Company, LLC       Lender:  Old National Bank
                  631 Lakeland East Dr.                  Evansville - Main
                  Flowood, MS  39208                     P. O. Box 718
                                                         420 Main Street
                                                         Evansville, IN 47706

Principal Amount:$1,302,510.00
Interest Rate:10.304%
Date of Note:  December 10, 1999

PROMISE TO PAY.  DW LEASING  COMPANY,  LLC  ("Borrower")  promises to pay to Old
National  Bank  ("Lender"),  or order,  in lawful money of the United  States of
America,  the  principal  amount of One Million  Three Hundred Two Thousand Five
Hundred Ten & 00/100 Dollars ($1,302,510.00), together with interest at the rate
of 10.304% per annum on the unpaid  principal  balance  from  December 10, 1999,
until paid in full.

PAYMENT.  Borrower will pay this loan in accordance  with the following  payment
schedule:

                       SEE ATTACHED SCHEDULE OF PAYMENTS.

The annual interest rate for the Notice is computed on a 365/360 basis; that is,
by  applying  the  ratio of the  annual  interest  rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the  principal  balance  is  outstanding.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest,  then to principal,  and any remaining
amount to any unpaid collection costs and late charges.

PREPAYMENT:  MINUMUM  INTEREST  CHARGE.  Borrower  agrees that all loan fees and
other  prepaid  finance  charges are earned fully as of the date of the loan and
will not be subject to refund  upon early  payment  (whether  voluntary  or as a
result of default), except as otherwise required by law.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment or $50.00, whichever is greater.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  breaks any promise  Borrower has made to Lender,  or Borrower fails to
comply with or to perform  when due any other  term,  obligation,  covenant,  or
condition  contained in this Note or any  agreement  related to this Note, or in
any other  agreement of loan  Borrower has with  Lender.  (c) Borrower  defaults
under any loan,  extension  of credit,  security  agreement,  purchase  or sales
agreement, or any other agreement, in favor of any other creditor or person that
may materially affect any of Borrower's  property or Borrower's ability to repay
this  Note or  perform  Borrower's  obligations  under  this  Note or any of the
Related  Documents.  (d) Any  representation  or statement  made or furnished to
Lender  by  Borrower  or on  Borrower's  behalf  is false or  misleading  in any
material  respect  either  now or at the time made or  furnished.  (e)  Borrower
dissolves  (regardless  of whether  election to  continue  is made),  any member
withdraws  from  Borrower,  any member  dies,  or any of the members or Borrower
becomes insolvent,  a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors,  or any proceeding is
commenced  either by  Borrower  or  against  Borrower  under any  bankruptcy  or
insolvency laws. (f) Any creditor tires to take any of Borrower's property on or
in which Lender has a lien or security interest.  This includes a garnishment of
any of  Borrower's  accounts with Lender.  (g) Any guarantor  dies or any of the
other  events  described  in this  default  section  occurs with  respect to any
guarantor  of this Note.  (h) A material  adverse  change  occurs in  Borrower's
financial  condition,  or Lender believes the prospect of payment or performance
of the indebtedness is impaired. (i) Lender in good faith deems itself insecure.

If any default,  other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same  provision  of this Note  within
the preceding twelve (12) months,  it may be cured (and no event of default will
have  occurred).  If  Borrower,  after  receiving  written  notice  from  Lender
demanding cure of such default:  (a) cures the default within fifteen (15) days;
or (b) if the cure requires more than fifteen (15) days,  immediately  initiates
steps which Lender deems in Lender's  sole  discretion  to be sufficient to cure
the default and thereafter  continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest  immediately  due,  without
notice, and then Borrower will pay that amount. Upon default,  including failure
to pay upon final maturity,  Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on this Note 3.000 percentage points.
The interest rate will not exceed the maximum rate permitted by applicable  law.
Lender may hire or pay someone else to help  collect this Note if Borrower  does
not pay.  Borrower also will pay Lender that amount.  This includes,  subject to
any limits under  applicable  law,  Lender's  attorneys' fees and Lender's legal
expenses whether or not there is a lawsuit,  including attorneys' fees and legal
expenses for bankruptcy  proceedings  (including efforts to modify or vacate any
automatic  stay  or  injunction),  appeals,  and any  anticipated  post-judgment
collection services. If not prohibited by applicable law, Borrower also will pay
any court costs,  in addition to all other sums  provided by law. This Note will
be repaid  under all  circumstances  without  relief  from any  Indiana or other
valuation  and  appraisement  laws.  This Note has been  delivered to Lender and
accepted  by Lender in the State of  Indiana.  If there is a  lawsuit,  Borrower
agrees  upon  Lender's  request to submit to the  jurisdiction  of the courts of
Vanderburgh  County, the State of Indiana.  Lender and Borrower hereby waive the
right to any jury trial in any action,  proceeding,  or counterclaim  brought by
either Lender or Borrower against the other.  This Note shall be governed by and
construed in accordance with the laws of the State of Indiana.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $20.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts, and, at
Lender's option, to administratively freeze all such accounts to allow Lender to
protect Lender's charge and setoff rights provided on this paragraph.

COLLATERAL.   This  Note  is   secured   by  1993  EAGLE   MOTOR   COACH;   VIN#
1EUBM6A19P8004023; THREE (3) 1996 PROVOST MOTOR COACHES; VIN# 2PCE33490T1025786;
#2PCE33493T10258401; #2PCE33494T1025841; ALSO AN ASSIGNEMNT OF LIFE INSURANCE ON
THE LIFE OF TIMOTHY  S.  DURHAM IN THE AMOUNT OF  $1,000,000.00  WITH  UNITED OF
OMAHA LIFE INSURANCE COMPANY.

YEAR 2000 COMPLIANCE.  Borrower  warrants and represents that all the computers,
hardware, microchips, software, and additional software applications utilized by
Borrower in the conduct of Borrower's business will record,  store, process, and
present  calendar dates falling on or after January 1, 2000, and all information
pertaining  to such  calendar  dates,  in the  same  manner  and  with  the same
functionality  as the Software  does  respecting  calendar  dates  falling on or
before  December 31, 1999.  Further,  Borrower  warrants and represents that the
computers, hardware, microchips,  software, and additional software applications
shall have all appropriate  capabilities and compatibility for operation and for
handling  century-aware or Year 2000 compliant data.  Borrower also warrants and
represents that the  data-related  user interface  functions,  data-fields,  and
data-related  program  instructions  and  function of the  computers,  hardware,
microchips,  software,  and additional software applications include the correct
indication  or  calculation  of the century will be Year 2000  Compliant  before
December 31, 1999. Year 2000 Compliant as used herein, means, with regard to any
entity, that all of the computer,  hardware, embedded microchips,  software, and
other  processing  capabilities  utilized by the business  operation are able to
interpret and  manipulate  data correctly on all calendar dates for the 20th and
21st centuries.

ADDITIONAL  TERMS. So long as Borrower or Lender has any obligations  under this
agreement  to the  other,  Borrower  agrees  to  provide  at  Lender's  request,
financial statements acceptable to the Lender.

PREPAYMENT PROVISION (2.0% PREMIUM).  BORROWER MAY NOT PREPAY THIS NOTE IN PART.
IN THE EVENT BORROWER ELECTS TO PREPAY THIS NOTE IN FULL, THE AMOUNT DUE ON SUCH
PREPAYMENT  SHALL BE THAT SUM DESCRIBED ON THE ATTACHED  SCHEDULE OF PAYMENTS IN
ADDITION TO ANY ACCRUED INTEREST.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES  RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

DW LEASING COMPANY, LLC

By:      /s/ Timothy S. Durham                  By:  /s/ Terry Whitesell
         TIMOTHY S. DURHAM, Member                   TERRY WHITESELL, Member
<PAGE>

                             BUSINESS LOAN AGREEMENT

<TABLE>
<S>               <C>              <C>            <C>              <C>        <C>            <C>            <C>           <C>
Principal          Loan Date         Maturity        Loan No         Call       Collateral      Account      Officer      Initials
$1,302,510,00      12-10-1999                        714719440       220        35                           B33
</TABLE>

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.

Borrower:    DW Leasing Company, LLC      Lender:  Old National Bank
             631 Lakeland East Dr                  Evansville - Main
             Flowood, MS 39208                     420 Main Street
                                                   Evansville, IN 47705


THIS BUSINESS LOAN AGREEMENT  between DW LEASING  COMPANY,  LLC ("Borrower") and
Old National Bank  ("Lender")  is made and executed on the  following  terms and
conditions.  Borrower has  received  prior  commercial  loans from Lender or has
applied  to  Lender  for  a  commercial   loan  or  loans  and  other  financial
accommodations,  including  those  which  may be  described  on any  exhibit  or
schedule   attached   to  this   Agreement.   All  such   loans  and   financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the "Loan"
and  collectively as the "Loans."  Borrower  understands and agrees that: (a) in
granting,  renewing,  or extending any Loan,  Lender is relying upon  Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and  discretion;  and (c) all such Loans shall
be and shall  remain  subject  to the  following  terms and  conditions  of this
Agreement.

TERM.  This  Agreement  shall be effective  as of December  10, 1999,  and shall
continue  thereafter  until all  Indebtedness  of  Borrower  to Lender  has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

     Agreement.  The word "Agreement" means the Business Loan Agreement, as this
     Business  Loan  Agreement  may be  amended or  modified  from time to time,
     together  with all exhibits and  schedules  attached to this  Business Loan
     Agreement from time to time.

     Borrower.  The word  "Borrower"  means DW LEASING  COMPANY,  LLC.  The word
     "Borrower" also includes, as applicable, all subsidiaries and affiliates of
     Borrower  as  provided  below in the  paragraph  titled  "Subsidiaries  and
     Affiliates."

     CERCLA. The word "CERCLA" means the Comprehensive  Environmental  Response,
     Compensation, and Liability Act of 1980, as amended.

     Collateral. The word "Collateral" means and includes without limitation all
     property and assets granted as collateral security for a Loan, whether real
     or personal  property,  whether  granted  directly or  indirectly,  whether
     granted now or in the future, and whether granted in the form of a security
     interest,  mortgage, deed of trust,  assignment,  pledge, chattel mortgage,
     chattel trust,  factor's lien,  equipment  trust,  conditional  sale, trust
     receipt,   lie,  charge,  lien  or  title  retention  contract,   lease  or
     consignment  intended as a security  device,  or any other security or lien
     interest whatsoever, whether created by law, contract or otherwise.

     ERISA. The word "ERISA" means the Employee  Retirement  Income Security Act
     of 1974, as amended.

     Event of  Default.  The words "Even of  Default"  mean and include  without
     limitation  any of the Events of  Default  set forth  below in the  section
     titled "EVENTS OF DEFAULT."

     Grantor.  The word "Grantor" means and includes without limitation each and
     all  of the  persons  or  entities  granting  a  Security  Interest  in any
     Collateral for the Indebtedness, including without limitation all Borrowers
     granting such a Security Interest.

     Guarantor.  The word "Guarantor" means and includes without limitation each
     and  all  of  the  guarantors,   sureties,  and  accommodation  parties  in
     connection with any Indebtedness.

     Indebtedness. The word "Indebtedness" means and includes without limitation
     all Loans,  together with all other  obligations,  debts and liabilities of
     Borrower  to Lender,  or any one or more of them,  as well as all claims by
     Lender  against  Borrower,  or any  one or  more of  them;  whether  now or
     hereafter existing,  voluntary or involuntary,  due or not due, absolute or
     contingent,  liquidated  or  unliquidated;  whether  Borrower may be liable
     individually or jointly with others; whether Borrower may be obligated as a
     guarantor,  surety,  or otherwise;  whether recovery upon such Indebtedness
     may be or hereafter  may become barred by any statute of  limitations;  and
     whether  such  Indebtedness  may  be  or  hereafter  may  become  otherwise
     unenforceable.

     Lender.  The word "Lender"  means Old National  Bank,  its  successors  and
     assigns.

     Loan.  The word "Loan" or "Loans"  means and  includes  without  limitation
     those loans and financial  accommodations  described herein or described on
     any exhibit or schedule attached to this Agreement from time to time.

     Note.  The word "Note" means and  includes  without  limitation  Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations in
     favor of Lender, as well as any substitute, replacement or refinancing note
     or notes therefor.

     Permitted Liens.  The words "Permitted  Liens" mean: (a) liens and security
     interests  securing  Indebtedness owed by Borrower to Lender; (b) liens for
     taxes,  assessments,  or  similar  charges  either  not  yet  due or  being
     contested in good faith; (c) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing  obligations which are not yet delinquent;  (d) purchase money
     liens or purchase money security interests upon or in any property acquired
     or  held  by  Borrower  in  the  ordinary  course  of  business  to  secure
     indebtedness  outstanding  on the date of this Agreement or permitted to be
     incurred under the paragraph of this  Agreement  titled  "Indebtedness  and
     Liens";  (e) liens and  security  interests  which,  as of the date of this
     Agreement,  have been  disclosed  to and approved by the Lender in writing;
     and  (f)  those  liens  and  security  interests  which  in  the  aggregate
     constitute an immaterial and insignificant  monetary amount with respect to
     the net value of Borrower's assets.

     Related Documents.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Security Agreement. The words "Security Agreement" mean and include without
     limitation   any    agreements,    promises,    covenants,    arrangements,
     understandings or other agreements,  whether created by law,  contract,  or
     otherwise,  evidencing,  governing,  representing,  or  creating a Security
     Interest.

     Security Interest.  The words "Security  Interest" mean and include without
     limitation any type of collateral security,  whether in the form of a lien,
     charge,  mortgage,  deed of trust,  assignment,  pledge,  chattel mortgage,
     chattel trust,  factor's lien,  equipment  trust,  conditional  sale, trust
     receipt, lien or title retention contract, lease or consignment intended as
     a security  device,  or any other  security  or line  interest  whatsoever,
     whether created by law, contract, or otherwise.

     SARA. The word "SARA" means the Superfund  Amendments  and  Reauthorization
     Act of 1986 as now or hereafter amended.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to made the initial
Loan Advance and each  subsequent  Loan Advance  under this  Agreement  shall be
subject to the  fulfillment to Lender's  satisfaction  of all the conditions set
forth in this Agreement and in the Related Documents.  Loan Documents.  Borrower
shall provide to Lender in form  satisfactory to Lender the following  documents
for the Loan: (a) the Note, (b) Security  Agreements granting to Lender security
interests  in the  Collateral,  (c)  Financing  Statements  perfecting  Lender's
Security  Interests;  (d) evidence of insurance as required  below;  and (e) any
other  documents  required  under this  Agreement  or by Lender or its  counsel,
including  without  limitation  any  guaranties   described  below.   Borrower's
Authorization.  Borrower shall have provided in form and substance  satisfactory
to Lender properly  certified  resolutions,  duly  authorizing the execution and
delivery of this Agreement,  the Note and the Related Documents,  and such other
authorizations and other documents and instruments as Lender or its counsel,  in
their sole discretion, may require.

     Payment of Fees and Expenses.  Borrower shall have paid to Lender all fees,
     charges,  and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

     Representation and Warranties. The representations and warranties set forth
     in  this  Agreement,  in the  Related  Documents,  and in any  document  or
     certificate delivered to Lender under this Agreement are true and correct.

     No Event of  Default.  There  shall not exist at the time of any  advance a
     condition which would constitute an Event of Default under this Agreement.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warranties to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any Indebtedness exists:

     Organization.  Borrower  is a  limited  liability  company  which  is  duly
     organized,  validly  existing,  and in good standing  under the laws of the
     State of  Mississippi  and is validly  existing and in good standing in all
     states in which Borrower is doing business. Borrower has the full power and
     authority to own its  properties and to transact the businesses in which it
     is presently engaged or presently proposes to engage. Borrower also is duly
     qualified as a foreign limited  liability company and is in god standing in
     all states in which the failure to so qualify would have a material adverse
     effect on its businesses or financial condition.

     Authorization.  The execution,  delivery, and performance of this Agreement
     and all  Related  Documents  by  Borrower,  to the  extent to be  executed,
     delivered  or  performed  by  Borrower,  have been duly  authorized  by all
     necessary action by Borrower, do not require the consent or approval of any
     other  person,  regulatory  authority  or  governmental  body;  and  do not
     conflict with,  result in a violation of, or constitute a default under (a)
     any provision of its articles of organization,  operating agreement, or any
     other agreement or other  instrument  binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     Financial  Information.  Each financial  statement of Borrower  supplied to
     Lender truly and completely  disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's  financial  condition  subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed in such financial statements.

     Legal Effect. This Agreement  constitutes,  and any instrument or agreement
     required  hereunder to be given by Borrower when delivered will constitute,
     legal,  valid and  binding  obligations  of  Borrower  enforceable  against
     Borrower in accordance with their respective terms.

     Properties.  Except as  contemplated  by this  Agreement  or as  previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted  by  Lender,  and  except  for  property  tax  liens for taxes not
     presently  due and  payable,  Borrower  owns and has  good  title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security  documents or financing  statements  relating to such
     properties.  All of Borrower's  properties  are titled in Borrower's  legal
     name, and Borrower has not used, or filed a financing  statement under, any
     other name for at least the last five (5) year.

     Hazardous Substances.  The terms "hazardous waste," "hazardous  substance,"
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same  meanings  as set forth in the  "CERCLA,"  "SARA,"  the
     Hazardous Materials  Transportation  Act, 49 U.S.C.  Section 1801, et seq.,
     the Resource  Conservation  and Recovery  Act, 42 U.S.C.  Section  6901, et
     seq., or other  applicable  state or Federal laws,  rules,  or  regulations
     adopted  pursuant  to any of the  foregoing.  Except  as  disclosed  to and
     acknowledged by Lender in writing,  Borrower  represents and warrants that:
     (a) During the period of Borrower's ownership of the properties,  there has
     been no use, generation, manufacture, storage, treatment, disposal, release
     or threatened release of any hazardous waste or substance by any person on,
     under,  about or from any of the properties.  (b) Borrower has no knowledge
     of, or  reason  to  believe  that  there has been (i) any use,  generation,
     manufacture,  storage, treatment,  disposal, release, or threatened release
     of any hazardous waste or substance on, under, about or from the properties
     by any prior  owners or  occupants  of any of the  properties,  or (ii) any
     actual  or  threatened  litigation  or  claims  of any  kind by any  person
     relating to such matters. (c) Neither Borrower nor any tenant,  contractor,
     agent  or  other  authorized  user  of  any of the  properties  shall  use,
     generate,  manufacture,  store, treat, dispose of, or release any hazardous
     waste or substance on, under, about or from any of the properties;  and any
     such  activity  shall be  documented  in  compliance  with  all  applicable
     federal,  state,  and local laws,  regulations,  and ordinances,  including
     without limitation those laws,  regulations and ordinances described above.
     Borrower  authorizes  Lender and its agents to enter upon the properties to
     make such inspections and tests as Lender may deem appropriate to determine
     compliance  of the  properties  with this  section  of the  Agreement.  Any
     inspections or tests made by Lender shall be at Borrower's  expense and for
     Lender's   purposes   only  and  shall  not  be  construed  to  create  any
     responsibility  or  liability  on the part of Lender to  Borrower or to any
     other person. The representations and warranties contained herein are based
     on Borrower's due diligence in  investigating  the properties for hazardous
     waste and hazardous substances. Borrower hereby (a) releases and waives any
     future claims  against  Lender for indemnity or  contribution  in the event
     Borrower  become liable for cleanup or other costs under any such laws, and
     (b)  agrees to  indemnify  and hold  harmless  Lender  against  any and all
     claims, losses, liabilities,  damages, penalties, and expenses which Lender
     may directly or  indirectly  sustain or suffer  resulting  from a breach of
     this section of the Agreement or as a consequence  of any use,  generation,
     manufacture,   storage,  disposal,  release  or  threatened  release  of  a
     hazardous  waste or substance on the  properties.  The  provisions  of this
     section of the  Agreement,  including the  obligation  to indemnify,  shall
     survive the payment of the  indebtedness  and the termination or expiration
     of this Agreement and shall not be affected by Lender's  acquisition of any
     interest in any of the properties, whether by foreclosure or otherwise.

     Litigation and Claims. No litigation, claim, investigation,  administrative
     proceeding or similar  action  (including  those for unpaid taxes)  against
     Borrower is pending or  threatened,  and no other event has occurred  which
     may  materially   adversely  affect  Borrower's   financial   condition  or
     properties,  other than litigation,  claims,  or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

     Taxes. To the best of Borrower's knowledge,  all tax returns and reports of
     Borrower  that are or were required to be filed,  have been filed,  and all
     taxes,  assessments and other governmental  charges have been paid in full,
     except those  presently  being or to be contested by Borrower in good faith
     in the ordinary  course of business and for which  adequate  reserves  have
     been provided.

     Lien Priority.  Unless otherwise previously disclosed to Lender in writing,
     Borrower  has not  entered  into or granted  any  Security  Agreements,  or
     permitted  the  filing  or  attachment  of  any  Security  Interests  on or
     affecting any of the Collateral  directly or indirectly  securing repayment
     of Borrower's  Loan and Note, that would be prior or that may in any way be
     superior  to  Lender's  Security  Interests  and  rights  in  and  to  such
     Collateral.

     Binding Effect. This Agreement,  the Note, all Security Agreements directly
     or indirectly securing repayment of Borrower's Loan and Note and all of the
     Related  Documents  are binding  upon  Borrower as well as upon  Borrower's
     successors,  representatives  and assigns,  and are legally  enforceable in
     accordance with their respective terms.

     Commercial  Purposes.  Borrower intends to use the Loan proceeds solely for
     business or commercial  related  purposes.  Employee  Benefit  Plans.  Each
     employee benefit plan as to which Borrower may have any liability  complies
     in all  material  respects  with  all  applicable  requirements  of law and
     regulations,  and (i) no Reportable  Event nor Prohibited  Transaction  (as
     defined in ERISA) has occurred with respect to any such plan, (ii) Borrower
     has not withdrawn from any such plan or initiated  steps to do so, (iii) no
     steps have been  taken to  terminate  any such plan,  and (iv) there are no
     unfunded  liabilities  other than those  previously  disclosed to Lender in
     writing.

     Location of Borrower's  Offices and Records.  Borrower's place of business,
     or Borrower's Chief executive  office,  if Borrower has more than one place
     of business,  is located at 631 Lakeland East Dr. Flowood, MS 39208. Unless
     Borrower has  designated  otherwise  in writing  this  location is also the
     office  or  offices  where  Borrower  keeps  its  records   concerning  the
     Collateral.

     Information.  All  information  heretofore  or  contemporaneously  herewith
     furnished by Borrower to Lender for the purposes of or in  connection  with
     this  Agreement  or  any  transaction   contemplated  hereby  is,  and  all
     information  hereafter furnished by or on behalf of Borrower to Lender will
     be,  true and  accurate in every  material  respect on the date as of which
     such information is dated or certified;  and none of such information is or
     will be incomplete by omitting to state any material fact necessary to make
     such information not misleading.

     Survival of Representations and Warranties. Borrower understands and agrees
     that Lender, without independent  investigation,  is relying upon the above
     representations  and  warranties  in making  the above  referenced  Loan to
     Borrower.  Borrower further agrees that the foregoing  representations  and
     warranties shall be continuing in nature and shall remain in full force and
     effect until such time as Borrower's indebtedness shall be paid in full, or
     until this  Agreement  shall be  terminated in the manner  provided  above,
     whichever is the last to occur.

AFFIRMATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that,  while
this Agreement is in effect, Borrower will:

     Litigation.  Promptly inform Lender in writing of (a) all material  adverse
     changes in  Borrower's  financial  condition,  and (b) all existing and all
     threatened litigation, claims,  investigations,  administrative proceedings
     or  similar  actions  affecting  Borrower  or  any  Guarantor  which  could
     materially  affect the  financial  condition  of Borrower or the  financial
     condition of any Guarantor.

     Financial  Records.  Maintain  its books and  records  in  accordance  with
     generally accepted  accounting  principles,  applied on a consistent basis,
     and permit Lender to examine and audit  Borrower's books and records at all
     reasonable times.

     Additional Information. Furnish such additional information and statements,
     lists of assets  and  liabilities,  agings  of  receivables  and  payables,
     inventory  schedules,  budgets,  forecasts,  tax returns, and other reports
     with respect to Borrower's  financial  condition and business operations as
     Lender may request from time to time.

     Insurance.  Maintain  fire  and  other  risk  insurance,  public  liability
     insurance,  and such other  insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts,  coverages and with
     insurance companies reasonably acceptable to Lender. Borrower, upon request
     of  Lender,  will  deliver  to  Lender  from time to time the  policies  or
     certificates  of  insurance  in  form  satisfactory  to  Lender,  including
     stipulations that coverages will not be cancelled or diminished  without at
     least ten (10) days' prior written notice to Lender.  Each insurance policy
     also shall  include an  endorsement  providing  that  coverage  in favor of
     Lender will not be  impaired in any way by any act,  omission or default of
     Borrower or any other  person,  in  connection  with all policies  covering
     assets in which  Lender  holds or is  offered a security  interest  for the
     Loans,  Borrower  will  provide  Lender  with  such loss  payable  or other
     endorsements as Lender may require.

     Insurance Reports.  Furnish to Lender,  upon request of Lender,  reports on
     each  existing  insurance  policy  showing such  information  as Lender may
     reasonably  request,  including without  limitation the following:  (a) the
     name of the insurer;  (b) the risks insured;  (c) the amount of the policy;
     (d) the properties  insured;  (e) the then current  property  values on the
     basis of which  insurance has been obtained,  and the manner of determining
     those values; and (f) the expiration date of the policy. In addition,  upon
     request of Lender  (however not more often than  annually),  Borrower  will
     have  an  independent  appraiser  satisfactory  to  Lender  determine,   as
     applicable,  the actual cash value or replacement  cost of any  Collateral.
     The cost of such appraisal shall be paid by Borrower.


     Guaranties.  Prior to disbursement of any Loan proceeds,  furnish  executed
     guaranties  of the Loans in favor of  Lender,  executed  by the  guarantors
     named below, on Lender's forms, and in the amounts and under the conditions
     spelled out in those guaranties.

Guarantors                             Amounts

JULIA WHITESELL                        100.000% of $1,302,510.00
TIMOTHY S. DURHAM                      100.000% of $1,302,510.00
TERRY WHITESELL                        100.000% of $1,302,510.00

     Other  Agreements.  Comply  with all  terms  and  conditions  of all  other
     agreements,  whether now or hereafter  existing,  between  Borrower and any
     other  party and notify  Lender  immediately  in writing of any  default in
     connection with any other such agreements.

     Loan  Proceeds.  Use all  Loan  proceeds  solely  for  Borrower's  business
     operations,  unless  specifically  consented  to the  contrary by Lender in
     writing.

     Taxes,   Charges  and  Liens.  Pay  and  discharge  when  due  all  of  its
     indebtedness and obligations, including without limitation all assessments,
     taxes,  governmental  charges,  levies and liens, of every kind and nature,
     imposed upon Borrower or its properties,  income, or profits,  prior to the
     date on which  penalties  would  attach,  and all lawful  claims  that,  if
     unpaid,  might become a lien or charge upon any of  Borrower's  properties,
     income, or profits.  Provided however, Borrower will not be required to pay
     and discharge any such assessment, tax, charge, levy, lien or claim so long
     as (a) the  legality  of the  same  shall  be  contested  in good  faith by
     appropriate  proceedings,  and (b) Borrower  shall have  established on its
     books  adequate  reserves with respect to such contested  assessment,  tax,
     charge,  levy,  lien,  or  claim  in  accordance  with  generally  accepted
     accounting  practices.  Borrower,  upon demand of Lender,  will  furnish to
     Lender  evidence of payment of the  assessments,  taxes,  charges,  levies,
     liens and claims and will authorize the appropriate  governmental  official
     to deliver to Lender at any time a written  statement  of any  assessments,
     taxes,  charges,  levies,  liens and claims against Borrower's  properties,
     income, or profits.

     Performance.  Perform and comply with all terms, conditions, and provisions
     set  forth  in this  Agreement  and in the  Related  Documents  in a timely
     manner,  and promptly notify Lender if Borrower learns of the occurrence of
     any event which  constitutes  an Event of Default  under this  Agreement or
     under any of the Related Documents.

     Operations.  Maintain executive and management personnel with substantially
     the  same  qualifications  and  experience  as the  present  executive  and
     management  personnel;  provide  written  notice to Lender of any change in
     executive  and  management  personnel;  conduct its  business  affairs in a
     reasonable  and  prudent  manner  and in  compliance  with  all  applicable
     federal,  state and  municipal  laws,  ordinances,  rules  and  regulations
     respecting its properties,  charters, businesses and operations,  including
     without limitation, compliance with the Americans With Disabilities Act and
     with all minimum  funding  standards  and other  requirements  of ERISA and
     other laws applicable to Borrower's employee benefit plans.

     Inspection.  Permit employees or agents of Lender at any reasonable time to
     inspect any and all Collateral  for the Loan or Loans and Borrower's  other
     properties and to examine or audit Borrower's books,  accounts, and records
     and to make  copies  and  memoranda  of  Borrower's  books,  accounts,  and
     records.  If Borrower now or at any time  hereafter  maintains  any records
     (including  without  limitation  computer  generated  records and  computer
     software  programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit  Lender free access to such records at all  reasonable  times and to
     provide Lender with copies of any records if may request, all at Borrower's
     expense.

     Compliance Certificate.  Unless waived in writing by Lender, provide Lender
     at least  annually and at the time of each  disbursement  of Loan  proceeds
     with a certificate executed by Borrower's chief financial officer, or other
     officer or person acceptable to Lender, certifying that the representations
     and  warranties  set forth in this Agreement are true and correct as of the
     date of the certificate and further  certifying that, as of the date of the
     certificate, no Event of Default exists under this Agreement.

     Environmental Compliance and Records. Borrower shall comply in all respects
     with all environmental  protection federal, state and local laws, statutes,
     regulations and ordinances; not cause or permit to exist, as a result of an
     intentional or unintentional  action or omission on its part or on the part
     of any third  party,  on property  owned and/or  occupied by Borrower,  any
     environmental  activity where damage may result to the environment,  unless
     such  environmental  activity  is pursuant  to and in  compliance  with the
     conditions of a permit issued by the  appropriate  federal,  state or local
     governmental authorities; shall furnish to Lender promptly and in any event
     within  thirty  (30)  days  after  receipt  thereof  a copy of any  notice,
     summons, lien, citation,  directive, letter or other communication from any
     governmental  agency  or  instrumentality  concerning  any  intentional  or
     unintentional  action or omission on Borrower's part in connection with any
     environmental  activity  whether or not there is damage to the  environment
     and/or other natural resources.

     Additional Assurances.  Make, execute and deliver to Lender such promissory
     notes,   mortgages,   deeds  of  trust,   security  agreements,   financing
     statements,  instruments,  documents and other  agreements as Lender or its
     attorneys  may  reasonably  request to evidence and secure the Loans and to
     perfect all Security interests.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Indebtedness  and Liens.  (a) Except for trade debt  incurred in the normal
     course  of  business  and  indebtedness  to  Lender  contemplated  by  this
     Agreement,  create,  incur  or  assume  indebtedness  for  borrowed  money,
     including capital leases,  (b) except as allowed as a Permitted Lien, sell,
     transfer,  mortgage,  assign,  pledge,  grant a  security  interest  in, or
     encumber any of Borrower's assets.

     Continuity   of   Operations.   (a)  Engage  in  any  business   activities
     substantially  different than those in which Borrower is presently engaged,
     (b) cease operations,  liquidate,  merge, transfer,  acquire or consolidate
     with any other  entity,  change  ownership,  change its name,  dissolve  or
     transfer or sell Collateral out of the ordinary course of business,  or (c)
     make any  distribution  with  respect to any  capital  account,  whether by
     reduction of capital or otherwise.

     Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance money or
     assets,  (b)  purchase,  create  or  acquire  any  interest  in  any  other
     enterprise  or entity,  or (c) incur any  obligation as surety or guarantor
     other than in the ordinary course of business.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
guarantor  has with Lender;  (b) Borrower or any  Guarantor  becomes  insolvent,
files a  petition  in  bankruptcy  or  similar  proceedings,  or is  adjudged  a
bankrupt;  (c) there occurs a material  adverse  change in Borrower's  financial
condition,  in the financial condition of any Guarantor,  or in the value of any
Collateral  securing  any Loan;  (d) any  Guarantor  seeks,  claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure,  even
though no Event of Default shall have occurred.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness  against any and all such accounts,
and, at Lender's option, to  administratively  freeze all such accounts to allow
Lender to protect Lender's charge and setoff rights provided on this paragraph.

EVENTS OF DEFAULT.  Each of the following  shall  constitute an Event of Default
under this Agreement.

     Default on  Indebtedness.  Failure of Borrower to make any payment when due
     on the Loans.

     Other  Defaults.  Failure of  Borrower  of any Grantor to comply with or to
     perform  when  due  any  other  term,  obligation,  covenant  or  condition
     contained in this Agreement or in any of the Related Documents,  or failure
     of  Borrower  to comply  with or to perform  any other  terms,  obligation,
     covenant or condition  contained in any other agreement  between Lender and
     Borrower.

     Default in Favor of Third Parties.  Should  Borrower or any Grantor default
     under any loan, extension of credit, security agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's  property or Borrower's or any
     Grantor's   ability  to  repay  the  Loans  or  perform  their   respective
     obligations under this Agreement or any of the Related Documents.

     False  Statements.  Any  warranty,  representation  or  statement  made  or
     furnished  to Lender by or on behalf of Borrower of any Grantor  under this
     Agreement or the Related  Documents is false or  misleading in any material
     respect at the time made or  furnished,  or becomes  false or misleading at
     any time thereafter.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect  (including  failure of any  Security
     Agreement to create a valid and  perfected  Security  Interest) at any time
     and for any reason.

     Death or Insolvency.  The  dissolution  (regardless of whether  election to
     continue  is  made),  any  member  withdraws  from  Borrower,  or any other
     termination of Borrower's existence as a going business or the death of any
     member,  the insolvency of Borrower,  the appointment of a receiver for any
     part of Borrower's  property,  any assignment for the benefit of creditors,
     any type of creditor  workout,  or the commencement of any proceeding under
     any bankruptcy or insolvency laws by or against Borrower.

     Creditor  or  Forfeiture   Proceedings.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession or any other method, by any creditor of Borrower, any creditor
     of any Grantor against any collateral securing the indebtedness,  or by any
     governmental agency. This includes a garnishment, attachment, or levy on or
     of any of Borrower's deposit accounts with Lender.  However,  this Event of
     Default  shall not apply if there is a good faith  dispute by  Borrower  or
     Grantor,  as the case may be, as to the validity or  reasonableness  of the
     claim which is the basis of the creditor or forfeiture  proceeding,  and if
     Borrower  or  Grantor  gives  Lender  written  notice  of the  creditor  or
     forfeiture  proceeding  and  furnishes  reserves  or a surety  bond for the
     creditor or forfeiture proceeding satisfactory to Lender.

     Events Affecting  Grantor.  Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  indebtedness  or any  Guarantor  dies  or
     becomes  incompetent,  or revokes or disputes the validity of, or liability
     under, any Guaranty of the indebtedness.  Lender,  at its option,  may, but
     shall  not  be  required  to,  permit  the  Guarantor's  estate  to  assume
     unconditionally  the  obligations  arising  under the  guaranty in a manner
     satisfactory to Lender, and, in doing so, cure the Event of Default.

     Adverse Change.  A material  adverse change occurs in Borrower's  financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

     Insecurity. Lender, in good faith, deems itself insecure.

     Right to Cure.  If any default,  other than a Default on  indebtedness,  is
     curable and if Borrower or Grantor,  as the case may be, has not been given
     a notice of a similar default within the preceding  twelve (12) months,  it
     may be cured (and no Event of Default  will have  occurred)  if Borrower or
     Grantor,  as the case may be, after  receiving  written  notice from Lender
     demanding  cure of such default;  (a) cures the default within fifteen (15)
     days; or (b) if the cure requires more than fifteen (15) days,  immediately
     initiates  steps which  Lender  deems in  Lender's  sole  discretion  to be
     sufficient to cure the default and  thereafter  continues and completes all
     reasonable and necessary steps sufficient to produce  compliance as soon as
     reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, expect where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will  terminate  and,  at  Lender's  option,  all
indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an obligation  of Borrower or of any Grantor  shall not affect  Lender's
right to declare a default and to exercise  its rights and  remedies.  All Loans
shall be repaid under all circumstances without relief from any Indiana or other
valuation and appraisement laws.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement.

     Amendments.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     Applicable Law. This Agreement has been delivered to Lender and accepted by
     Lender in the State of Indiana. If there is a lawsuit, Borrower agrees upon
     Lender's request to submit to the jurisdiction of the courts of Vanderburgh
     County, the State of Indiana. Lender and Borrower hereby waive the right to
     any jury trial in any action, proceeding, or counterclaim brought by either
     Lender or Borrower  against the other.  This Agreement shall be governed by
     and construed in accordance with the laws of the State of Indiana.

     Caption  Headings.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.

     Multiple Parties. All obligations of Borrower under this Agreement shall be
     joint and several, and all references to Borrower shall mean each and every
     Borrower.  This means that each of the persons signing below is responsible
     for all obligations in this Agreement.

     Consent to Loan  Participation.  Borrower  agrees and  consents to Lender's
     sale or  transfer,  whether  now or  later,  of one or  more  participation
     interests  in the  Loans  to one or more  purchasers,  whether  related  or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers,  any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan,  and Borrower  hereby waives any rights to privacy it may have
     with  respect to such  matters.  Borrower  additionally  waives any and all
     notices of sale of participation  interests,  as well as all notices of any
     repurchase of such participation  interests.  Borrower also agrees that the
     purchasers of any such  participation  interests  will be considered as the
     absolute owners of such interests in the Loans and will have all the rights
     granted under the participation  agreement or agreements governing the sale
     of such  participation  interests.  Borrower  further  waives all rights of
     offset  or  counterclaim  that it may have now or later  against  Lender or
     against any purchaser of such a participation  interest and unconditionally
     agrees  that  either  Lender  or  such  purchaser  may  enforce  Borrower's
     obligation under the Loans irrespective of the failure or insolvency of any
     holder of any  interest  in the Loans.  Borrower  further  agrees  that the
     purchaser of any such  participation  interests  may enforce its  interests
     irrespective  of any  personal  claims or defenses  that  Borrower may have
     against Lender.

     Costs and  Expenses.  Borrower  agrees to pay upon  demand all of  Lender's
     expenses,   including  without  limitation  attorneys'  fees,  incurred  in
     connection with the preparation,  execution, enforcement,  modification and
     collection of this Agreement or in connection  with the Loans made pursuant
     to this  Agreement.  Lender may pay someone  else to help collect the Loans
     and to enforce  this  Agreement,  and Borrower  will pay that amount.  This
     includes,  subject to any limits under applicable law, Lender's  attorneys'
     fees and  Lender's  legal  expenses,  whether  or not  there is a  lawsuit,
     including attorneys' fees for bankruptcy  proceedings (including efforts to
     modify  or vacate  any  automatic  stay or  injunction),  appeals,  and any
     anticipated  post-judgment collection services.  Borrower also will pay any
     court costs, in addition to all other sums provided by law.

     Notices.  All notices  required to be given under this  Agreement  shall be
     given in writing,  may be sent by telefacsimile  (unless otherwise required
     by law), and shall be effective  when actually  delivered or when deposited
     with a nationally  recognized  overnight courier or deposited in the United
     States mail, first class,  postage prepaid,  addressed to the party to whom
     the notice is to be given at the address shown above.  Any party may change
     its address for  notices  under this  Agreement  by giving  formal  written
     notice to the other parties,  specifying  that the purpose of the notice is
     to change the party's  address.  To the extent permitted by applicable law,
     if there is more than one Borrower,  notice to any Borrower will constitute
     notice to all  Borrowers.  For notice  purposes,  Borrower will keep Lender
     informed at all times of Borrower's current address(es).

     Severability.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to be  invalid  or  unenforceable  as  to  any  person  or
     circumstance,  such  finding  shall not render  that  provision  invalid or
     unenforceable as to any other persons or  circumstances.  If feasible,  any
     such  offending  provision  shall be deemed to be modified to be within the
     limits of enforceability or validity;  however,  if the offending provision
     cannot be so  modified,  it shall be stricken and all other  provisions  of
     this Agreement in all other respects shall remain valid and enforceable.

     Subsidiaries  and Affiliates of Borrower.  To the extent the context of any
     provisions  of this  Agreement  makes  it  appropriate,  including  without
     limitation any representation, warranty or covenant, the work "Borrower" as
     used herein shall  include all  subsidiaries  and  affiliates  of Borrower.
     Notwithstanding  the foregoing however,  under no circumstances  shall this
     Agreement  be  construed  to  require  Lender  to make  any  Loan or  other
     financial accommodation to any subsidiary or affiliate of Borrower.

     Successors  and Assigns.  All covenants and  agreements  contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure to
     the benefit of Lender,  its  successors  and assigns.  Borrower  shall not,
     however,  have the right to assign its rights  under this  Agreement or any
     interest therein, without the prior written consent of Lender.

     Survival. All warranties,  representations,  and covenants made by Borrower
     in this Agreement or in any  certificate or other  instrument  delivered by
     Borrower to Lender under this  Agreement  shall be  considered to have been
     relied upon by Lender and will  survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

     Time is of the Essence.  Time is of the essence in the  performance of this
     Agreement.

     Waiver.  Lender  shall not be deemed to have  waived any rights  under this
     Agreement  unless such waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement.  No prior waiver by Lender,  nor any
     course of dealing  between  Lender and Borrower,  or between Lender and any
     Grantor,  shall  constitute  a waiver of any of  Lender's  rights or of any
     obligations  of Borrower  or of any Grantor as to any future  transactions.
     Whenever  the  consent  of Lender is  required  under this  Agreement,  the
     granting of such  consent by Lender in any  instance  shall not  constitute
     continuing consent in subsequent  instances where such consent is required,
     and in all cases  such  consent  may be  granted  or  withheld  in the sole
     discretion of Lender.


BORROWER  ACKNOWLEDGES  HAVING READ ALL OF THE  PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT,  AND  BORROWER  AGREES TO ITS TERMS.  THIS  AGREEMENT  IS DATED AS OF
DECEMBER 10, 1999.

BORROWER:

DW LESING COMPANY, LLC.

By:  _______________________________         By:  ____________________________
        TIMOTHY S. DURHAM, Member                   TERRY WHITESELL, Member

LENDER:

Old National Bank

By:  _______________________________
        Authorized Officer







</TEXT>
</DOCUMENT>
