OBSIDIAN ENTERPRISES INC
EXHIBIT 10.1-SECOND AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1-SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
                                  Exhibit 10.1


                      SECOND AMENDMENT TO CREDIT AGREEMENT


     UNITED EXPRESSLINE, INC., an Indiana corporation,  formerly known as United
Acquisition,  Inc. (the  "Company")  and FIRST  INDIANA  BANK,  N.A., a national
banking  association,  formerly known as First Indiana Bank (the "Bank"),  being
parties to that certain Credit  Agreement  dated as of July 27, 2001, as amended
(the "Agreement")  agree to further amend the Agreement by this Second Amendment
to Credit Agreement (this "Amendment") as follows.

1.   DEFINITIONS.  All defined terms used herein not  otherwise  defined in this
     Amendment shall have their respective meanings setforth in the Agreement.

(a)  Amended Definitions. The following definitions appearing under Section 1 of
     the Agreement are hereby amended andrestated in their respective entireties
     as follows:

o    "Borrowing  Base" means an amount  equal to the sum of: (i) eighty  percent
     (80%) of the adjusted book value of the Company'saccounts  receivable, plus
     (ii)(A) for the months of February through and including  September of each
     year,  fifty  percent  (50%) of the book value of the  Company's  inventory
     located at the Company's facilities in Bristol,  Indiana, and White Pigeon,
     Michigan,  and (B) for the months of October through and including  January
     of each  year,  sixty  percent  (60 %) of the book  value of the  Company's
     inventory  located at the  Company's  facilities in Bristol,  Indiana,  and
     White Pigeon,  Michigan. For purposes of the preceding sentence, the phrase
     "adjusted book value of the Company's  accounts  receivable" means the book
     value of the  Company's  accounts  receivable  less any accounts  which are
     ninety  (90) days or more past  date of  invoice,  or which are due from an
     account  debtor known to the Company to be the subject of a  bankruptcy  or
     other  insolvency  proceeding  or known to the Company to have ceased doing
     business,  and less all accounts due from any account debtor if ten percent
     (10 %) or more of the aggregate amount of the accounts receivable from such
     debtor are ninety (90) days or more past due, and provided that any account
     receivable otherwise includable in the Borrowing Base shall be reduced, but
     not below zero, by the amount of any accounts payable to the account debtor
     from whom such account is due. For purposes  hereof,  the term  "inventory"
     shall include the Company's raw materials,  work in progress,  and finished
     goods inventories.

o    "Revolving Loan Maturity Date" means February 1, 2004.

(b)  New Definitions.  The following new definitions are hereby added to Section
     I of the Agreement as follows:

o    "Second  Amendment" means that certain agreement entitled "Second Amendment
     to Credit  Agreement"  entered into by and between the Company and the Bank
     dated as of August 28, 2002, for the purpose of amending this Agreement.

o    "Obsidian  Enterprises"  means  Obsidian  Enterprises,  Inc.,  a  New  York
     corporation, formerly known as Danzer Corporation.


2.   THE  REVOLVING  LOAN.  Section  2(a)(i)  and the first  sentence of Section
     2(a)(ii)  of the  Agreement  are  hereby  amended  and  restated  in  their
     respective entireties as follows:

(a)  (i) The  Commitment  -- Use of  Proceeds.  From  this  date and  until  the
     Revolving  Loan  Maturity  Date,  the Bank  agrees to make  Advances to the
     Company from time to time under a revolving line of credit (the  "Revolving
     Loan")  of  amounts  not  exceeding  in  the  aggregate   principal  amount
     outstanding  at any time the lesser of Three  Million  Seven  Hundred Fifty
     Thousand and 00/100  Dollars  ($3,750,000.00)  (the  "Commitment")  and the
     Borrowing  Base;  provided that all of the  conditions of lending stated in
     Section 7 of this Agreement as being  applicable to the Revolving Loan have
     been  fulfilled at the time of the making of each Advance.  Proceeds of the
     Revolving Loan may be used by the Company only for working capital purposes
     and to finance the Acquisition.

     (ii)  Method of  Borrowing.  The  obligation  of the  Company  to repay the
     Revolving  Loan shall be evidenced  by an Amended and  Restated  Promissory
     Note (the  "Revolving  Note") of the  Company  in the form of  Exhibit  "A"
     attached to the Second Amendment.
<PAGE>

3.   TERM LOAN III.  Sections  2(d)(i) and 2(d)(ii) of the  Agreement are hereby
     amended and restated in their respective entireties as follows:

d.   (i) Amount.  The  principal  amount of Term Loan III shall be Eight Hundred
     Seventy-Four   Thousand  Nine  Hundred   Ninety-Nine   and  00/100  Dollars
     ($874,999.00).

     (ii) Term Note III.  The  obligation  of the Company to repay Term Loan III
     shall be  evidenced  by an  Amended  and  Restated  Promissory  Note of the
     Company in the form of Exhibit "B" attached to the Second  Amendment ("Term
     Note III").  The  principal  of Term Loan III shall be  repayable  in equal
     monthly  installments  of  $36,458.30  each which  shall be due and payable
     commencing on the first Banking Day of  September,  2002,  and on the first
     Banking Day of each month  thereafter until July 1, 2004, on which date the
     entire principal  balance of Term Loan III shall be due and payable in full
     together with all accrued and unpaid  interest.  The principal of Term Loan
     III may be  prepaid  at any time in whole  or in  part,  provided  that any
     partial  prepayment shall be in an amount which is an integral  multiple of
     $25,000.00,  and provided  further,  that all partial  prepayments shall be
     applied to the latest maturing installments of principal payable under Term
     Loan III in inverse order of maturity.

4.   THE SECURITY AGREEMENT. Section 4(a) of the Agreement is hereby amended and
     restated m its entirety as follows:

(a)  Security Agreement. The Obligations shall be secured by a security interest
     in all of the Company's equipment,  inventory, accounts receivable, chattel
     paper,  software,  general  intangibles  and all deposit and  concentration
     accounts maintained by the Company individually or jointly with the Bank or
     any of the Bank's affiliates,  all whether now owned or hereafter acquired,
     and in all proceeds thereof,  which security interest will be created by an
     Amended and Restated Security Agreement in the form of Exhibit "C" attached
     to the Second Amendment (the "Security Agreement") . The Security Agreement
     will  provide a  security  interest  in the  collateral  described  therein
     subject only to liens and security  interests  described in the  exceptions
     enumerated in Section 6(b).

5.   INTERIM STATEMENTS. Section 5(b)(ii) of the Agreement is hereby amended and
     restated in its entirety as follows:

     (ii) Interim  Statements.  As soon as  available  and in any  event  within
          thirty (30) days after the end of each calendar  month,  a copy of the
          interim  financial  statements of the Company  consisting at a minimum
          of:

          A.   the balance sheet as of the end of the calendar month, and

          B.   a statement of income for the calendar  month and for the partial
               or full fiscal year ended as of the end of the calendar month,

               all  in  reasonable   detail  and   accompanied  by  the  written
               representation of the chief financial officer of the Company that
               such financial  statements  have been prepared in accordance with
               generally accepted  accounting  principles (except that they need
               not include a statement of cash flows and  footnotes and need not
               reflect   adjustments   normally   made  at  year  end,  if  such
               adjustments  are not material in amount),  consistently  applied,
               (except for changes in which the  independent  accountants of the
               Company concur) and present fairly the financial  position of the
               Company and the results of its  operation as of the dates of such
               statements and for the fiscal periods then ended.
<PAGE>

6.   FIXED CHARGE  COVERAGE RATIO.  Section  5(g)(ii) of the Agreement is hereby
     amended and restated in its entirety as follows:

g.   (ii) Fixed Charge Coverage Ratio. The Company shall maintain a fixed charge
     coverage  ratio of not less than 1.15 to 1.00 for the period of twelve (12)
     consecutive  calendar  months  ending as of October 31,  2002,  and a fixed
     charge  coverage  ratio of not less  than  1.20 to 1.00 for the  period  of
     twelve  (12)  consecutive  calendar  months  ending as of each  October  31
     thereafter.  For  purposes  of this  covenant,  the  phrase  "fixed  charge
     coverage  ratio"  means the ratio of: (A) the sum of the  Company's  EBITDA
     plus capital  contributions made to the Bank under the Capital Contribution
     Agreement,  over (B) the sum of the principal  (including  payments made on
     capital leases) paid plus interest  expense plus capital  expenditures  not
     paid from borrowed funds.

7.   REPRESENTATIONS  AND WARRANTIES.  In order to induce the Bank to enter into
     this Amendment, the Company affirms that the representations and warranties
     contained in the  Agreement  are correct as of the date of this  Amendment,
     except  that:  (i) they shall be deemed to also refer to this  Amendment as
     well as all documents  named herein and, (ii) Section 3(d) of the Agreement
     shall be deemed  also to refer to the most  recent  audited  and  unaudited
     financial statements of the Company delivered to the Bank.

8.   EVENTS  OF  DEFAULT.  The  Company  certifies  to the Bank that no Event of
     Default or Unmatured  Event of Default under the  Agreement,  as amended by
     this  Amendment,  has  occurred  and is  continuing  as of the date of this
     Amendment.

9.   CONDITIONS PRECEDENT.  As conditions precedent to the effectiveness of this
     Amendment,  the Bank shall have  received the  following  contemporaneously
     with execution and delivery of this  Amendment,  each duly executed,  dated
     and in form and substance satisfactory to the Bank:

     (i)  This Amendment.

     (ii) The Amended and Restated  Promissory Note (Revolving Loan) executed by
          the Company in the form attached hereto as Exhibit "A."

     (iii)The Amended and Restated  Promissory  Note (Term Note III) executed by
          the Company in the form attached hereto as Exhibit "B."

     (iv) The Amended and Restated Security Agreement executed by the Company in
          the form  attached  hereto as Exhibit "C" together  with all requisite
          UCC Financing Statement Amendments.

     (v)  The   Reaffirmation  of  Guaranty   Agreement   executed  by  Obsidian
          Enterprises, Inc. in the form attached hereto as Exhibit "D."
<PAGE>

     (vi) The Reaffirmation of Guaranty  Agreement  executed by Obsidian Capital
          Partners, L.P. in the form attached hereto as Exhibit "E."

     (vii)The  Reaffirmation  of  Guaranty   Agreement   executed  by  Terry  G.
          Whitesell in the form attached hereto as Exhibit "F."

     (viii) The  Reaffirmation  of  Guaranty  Agreement  executed  by Timothy S.
          Durham in the form attached hereto as Exhibit "G."

     (ix) A copy of a  Resolution  of the  Board  of  Directors  of the  Company
          authorizing the execution, delivery and performance,  respectively, of
          this  Amendment  and the other  Loan  Documents  provided  for in this
          Amendment to which the Company is a party  certified by the  Secretary
          of the Board of  Directors  of the  Company as being in full force and
          effect and duly adopted.

     (x)  The  Certificate  of the  Secretary  of the Board of  Directors of the
          Company certifying the names of the officer or officers  authorized to
          sign this Amendment and the other Loan Documents  provided for in this
          Amendment to which the Company is a party,  together  with a sample of
          the true signature of each such officer.

     (xi) A  copy  of a  Resolution  of  the  Board  of  Directors  of  Obsidian
          Enterprises, Inc. authorizing the execution, delivery and performance,
          respectively, of its Reaffirmation of Guaranty Agreement and the other
          Loan  Documents  provided  for in this  Amendment  to  which  Obsidian
          Enterprises,  Inc. is a party  certified by the Secretary of the Board
          of Directors of Obsidian Enterprises,  Inc. as being in full force and
          effect and duly adopted.

     (xii)The  Certificate  of  the  Secretary  of the  Board  of  Directors  of
          Obsidian  Enterprises,  Inc.  certifying  the names of the  officer or
          officers  authorized to sign its  Reaffirmation of Guaranty  Agreement
          and the other Loan  Documents  provided for in this Amendment to which
          Obsidian  Enterprises,  Inc. is a party, together with a sample of the
          true signature of each such officer.

     (xiii) A copy of a Resolution  of the General  Partner of Obsidian  Capital
          Partners,  L.P.  authorizing the execution,  delivery and performance,
          respectively, of its Reaffirmation of Guaranty Agreement and the other
          Loan  Documents  provided  for in this  Amendment  to  which  Obsidian
          Capital Partners,  L.P. is a party certified by the General Partner of
          Obsidian Capital Partners,  L.P. as being in full force and effect and
          duly adopted.

     (xiv)The Certificate of the General Partner of Obsidian  Capital  Partners,
          L.P.  certifying  the names of the officer or officers  authorized  to
          sign its  Reaffirmation  of  Guaranty  Agreement  and the  other  Loan
          Documents  provided for in this  Amendment to which  Obsidian  Capital
          Partners,  L.P.  is a  party,  together  with a  sample  of  the  true
          signature of each such officer.

     (xv) A copy of Terry G. Whitesell's current personal financial statements.

     (xvi)Payment of the fees of Bank's counsel  incurred in connection with the
          drafting, negotiation and closing of this Amendment.

     (xvii) Such other documents as the Bank may reasonably request.
<PAGE>

10.  PRIOR AGREEMENTS.  The Agreement, as amended by this Amendment,  supersedes
     all previous  agreements  and  commitments  made or issued by the Bank with
     respect to the Loans and all other subjects of this  Amendment,  including,
     without limitation,  any oral or written proposals which may have been made
     or issued by the Bank.

11.  EFFECT  OF  AMENDMENT.  The  provisions  contained  herein  shall  serve to
     supplement and amend the  provisions of the  Agreement.  To the extent that
     the terms of this Amendment  conflict with the terms of the Agreement,  the
     provisions of this Amendment shall control in all respects.

12.  REAFFIRMATION.  Except as expressly  amended by this Amendment,  all of the
     terms and conditions of the Agreement shall remain in full force and effect
     as originally written and as previously amended.

13.  COUNTERPARTS. This Amendment may be executed in any number of counterparts,
     each of which  shall be an  original  and all of which when taken  together
     shall be one and the same agreement.

     IN WITNESS  WHEREOF,  the  Company  and the Bank by their  respective  duly
authorized officers have executed and delivered in Indiana this Second Amendment
Credit Agreement as of August 28, 2002.

                           UNITED EXPRESSLINE, INC., an Indiana corporation,
                           formerly known as United Acquisition, Inc.

                           By:   /s/ Timothy S. Durham
                           Timothy S. Durham, Chairman of the Board

                           FIRST INDIANA BANK, N.A., a national banking
                           association, formerly known as First Indiana Bank

                           By:  _________________________________
                           Anthony P. Schlichte, Vice President



<PAGE>


                              SCHEDULE OF EXHIBITS

Exhibit  "A"  -  Amended  and  Restated   Promissory   Note   (Revolving   Loan)
                 ($3,750,000.00) (United Expressline, Inc.)

Exhibit "B" -    Amended and Restated Promissory Note (Term Loan III)
                 ($874,999.00)(United Expressline, Inc.)

Exhibit "C" -    Amended and Restated Security Agreement
                 (United Expressline, Inc.)

Exhibit "D" -    Reaffirmation of Guaranty Agreement
                 (Obsidian Enterprises, Inc.)

Exhibit "E" -    Reaffirmation of Guaranty  Agreement
                 (Obsidian  Capital Partners, L.P.)

Exhibit "F" -    Reaffirmation of Guaranty Agreement (Terry G. Whitesell)

Exhibit "G" -    Reaffirmation of Guaranty Agreement (Timothy S. Durham)





<PAGE>
                                   Exhibit A

              AMENDED AND RESTATED PROMISSORY NOTE (Revolving Loan)

                                           Indianapolis, Indiana
$3,750,000.00                              Dated: August 28, 2002
                                           Final Maturity: February 1, 2004

     On or before February l, 2004 ("Final Maturity"), UNITED EXPRESSLINE, INC.,
an Indiana corporation, formerly known as United Acquisition, Inc. (the "Maker")
promises to pay to the order of FIRST  INDIANA  BANK,  N.A., a national  banking
association,  formerly known as First Indiana Bank (the "Bank") at the principal
office of the Bank at Indianapolis,  Indiana, the principal sum of Three Million
Seven Hundred Fifty  Thousand and 001100 Dollars  ($3,750,000.00)  or so much of
the principal amount of the Loan represented by this Note as may be disbursed by
the Bank under the terms of the Credit  Agreement  described  below,  and to pay
interest  on the  unpaid  principal  balance  outstanding  from  time to time as
provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker  under a  revolving  line of credit  extended to the Maker by the Bank
under a Credit  Agreement  dated as of July 27,  2001,  as amended  (the "Credit
Agreement").  All  references  in this  Note to the  Credit  Agreement  shall be
construed  as  references  to that  Agreement  as it may be amended from time to
time. The Loan is referred to in the Credit  Agreement as the "Revolving  Loan."
Subject to the terms and conditions of the Credit Agreement, the proceeds of the
Loan may be  advanced  and repaid and  re-advanced  until  Final  Maturity.  The
principal  amount of the Loan  outstanding from time to time shall be determined
by reference  to the books and records of the Bank on which all  Advances  under
the Loan and all payments by the Maker on account of the Loan shall be recorded.
Such  books and  records  shall be deemed  prima  facie to be correct as to such
matters.

     The terms  "Advance"  and "Banking Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the first  Banking Day of each month  commencing on the first Banking
Day of September,  2002.  After  maturity,  interest shall be due and payable as
accrued and without demand. Interest will be calculated 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.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal may be prepaid at any time without premium or
penalty.
<PAGE>


     If any installment of interest due under the terms of this Note is not paid
when due, then the Bank or any  subsequent  holder of this Note may,  subject to
the terms of the Credit Agreement, at its option and without notice, declare the
entire principal amount of the Note and all accrued interest immediately due and
payable.   Reference  is  made  to  the  Credit  Agreement  which  provides  for
acceleration of the maturity of this Note upon the happening of other "Events of
Default" as defined therein.

     If any  installment  of interest  due under the terms of this Note prior to
maturity  is not paid in full when due,  then the Bank at its option and without
prior  notice to the Maker,  may assess a late payment fee in an amount equal to
five percent (5 %) of the amount past due. Each late payment fee assessed  shall
be due and  payable on the  earlier  of the next  regularly  scheduled  interest
payment  date or the  maturity  of this  Note.  Waiver  by the  Bank of any late
payment fee  assessed,  or the  failure of the Bank in any  instance to assess a
late  payment fee shall not be construed as a waiver by the Bank of its right to
assess late payment fees thereafter.

     All payments on account of this Note shall be applied  first to expenses of
collection,  next to any late payment  fees which are due and  payable,  next to
interest  which is due and  payable,  and only  after  satisfaction  of all such
expenses, fees and interest, to principal.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note renews and extends the maturity of the indebtedness evidenced by,
and modifies and supersedes, that certain Promissory Note (Revolving Loan) dated
July 27,  2001,  executed  by the  Maker  in favor of the Bank in the  principal
amount of  $3,500,000.00  and having a maturity date of July 1, 2002 (the "Prior
Note"),  as modified by that  certain  Amendment  Agreement  entered into by and
between the Maker and the Bank dated as of June 28, 2002, extending the maturity
date of the Prior Note to September 1, 2002.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.




                          UNITED EXPRESSLINE, INC., an Indiana corporation,
                          formerly known as United Acquisition, Inc.

                          By:   __________________________________
                          Timothy S. Durham, Chairman of the Board

<PAGE>
                                   Exhibit B



              AMENDED AND RESTATED PROMISSORY NOTE (Term Loan III)


                                                  Indianapolis, Indiana
$874,999.00                                       Dated: August 28, 2002
                                                  Final Maturity: July 1, 2004

     UNITED EXPRESSLINE, INC., an Indiana corporation,  formerly known as United
Acquisition,  Inc. (the  "Maker")  promises to pay to the order of FIRST INDIANA
BANK, N.A., a national banking association, formerly known as First Indiana Bank
(the  "Bank")  at the  principal  banking  office  of the Bank at  Indianapolis,
Indiana, the principal sum of Eight Hundred  Seventy-Four  Thousand Nine Hundred
Ninety-Nine and 00/100 Dollars  ($874,999.00)  and to pay interest on the unpaid
principal balance outstanding from time to time as herein provided.

     This Note  evidences a loan (the "Loan")  extended to the Maker by the Bank
under a Credit  Agreement  dated as of July 27,  2001,  as amended  (the "Credit
Agreement").  The Loan is referred to in the Credit Agreement as "Term Loan III.
" All  references  in this Note to the Credit  Agreement  shall be  construed as
references to that Agreement as it may be amended from time to time.

     The principal of the Loan shall be repaid in  installments in the amount of
$36,458.30 each, which shall be due and payable  commencing on the first Banking
Day of September,  2002,  and  continuing on the first Banking Day of each month
thereafter  until July 1, 2004,  on which date the entire  principal  balance of
this Note shall be due and payable.  The term "Banking Day" is used in this Note
as  defined in the  Credit  Agreement.  Principal  may be  prepaid,  but only as
provided  in the  Credit  Agreement,  and  provided  further  that  all  partial
prepayments  shall be applied to the latest  maturing  installments of principal
payable under this Note in inverse order of maturity.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the first  Banking Day of each month  commencing on the first Banking
Day of the month immediately  following the month in which this Note is executed
in addition to the installments of principal due on those dates. After maturity,
interest shall be due and payable as accrued and without  demand.  Interest will
be calculated  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.

     If any  installment  of  principal  or interest due under the terms of this
Note is not paid when due, then the Bank or any  subsequent  holder of this Note
may, at its option and without notice,  declare the entire  principal  amount of
this Note and all accrued  interest  immediately  due and payable.  Reference is
made to the Credit  Agreement for other  conditions  under which the maturity of
this Note may be accelerated.
<PAGE>

     If any  installment  of principal  and interest due under the terms of this
Note prior to maturity is not paid in full when due, then the Bank at its option
and  without  prior  notice to the Maker,  may assess a late  payment  fee in an
amount equal to five percent (5 %) of the amount past due. Each late payment fee
assessed shall be due and payable on the earlier of the next regularly scheduled
interest  payment date or the  maturity of this Note.  Waiver by the Bank of any
late payment fee assessed,  or the failure of the Bank in any instance to assess
a late  payment fee shall not be  construed as a waiver by the Bank of its right
to assess late payment fees thereafter for subsequent later payments.

     All payments on account of this Note shall be applied  first to expenses of
collection,  next to any late payment  fees which are due and  payable,  next to
interest  which is due and  payable,  and only  after  satisfaction  of all such
expenses, fees and interest, to principal.

     The Maker and any endorsers severally waive demand, presentment for payment
and notice of nonpayment of this Note, and each of them consents to any renewals
or extensions of the time of payment of this Note without notice.

     All  amounts  payable  under the terms of this Note shall be  payable  with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

     This Note  supersedes  and replaces in its entirety and renews that certain
Promissory  Note (Term Loan III) dated July 27,  2001,  executed by the Maker in
favor of the Bank in the principal amount of $1,750,000.00 and having a maturity
date of July 1, 2003.

     This  Note  is  made  under  and  will  be  governed  in all  cases  by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.


                           UNITED EXPRESSLINE, INC., an Indiana corporation,
                           formerly known as United Acquisition, Inc.

                           By:   /s/ Timothy S. Durham
                           Timothy S. Durham, Chairman of the Board




<PAGE>
                                   Exhibit C

                     AMENDED AND RESTATED SECURITY AGREEMENT

     UNITED EXPRESSLINE, INC., an Indiana corporation,  formerly known as United
Acquisition,  Inc.  (the  "Company"),  grants to FIRST  INDIANA  BANK,  N.A.,  a
national banking association,  formerly known as First Indiana Bank (the "Bank")
a security  interest  in all of the  Company's  Equipment,  Inventory,  Accounts
Receivable, General Intangibles,  Chattel Paper, Deposit Accounts, and Software,
whether now owned or hereafter acquired,  and in the proceeds thereof, to secure
the payment and performance of all of the Obligations. Such security interest is
granted on the terms  stated in this  Amended and  Restated  Security  Agreement
(this "Security Agreement").

     l.  DEFINITIONS.  As used in this Security  Agreement,  the following terms
have the meanings indicated when used with the initial letter capitalized:

(a)  "Account Debtor" means a party who is obligated to the Company with respect
     to any Account Receivable, or General Intangible.

(b)  "Accounts  Receivable"  or  "Account"  is used as  defined  in the  Uniform
     Commercial Code.

(c)  "Chattel Paper" is used as defined in the Uniform Commercial Code.

(d)  "Collateral"  means all property or rights in which a security  interest is
     granted under this Security Agreement.

(e)  "Collateral Account" is used as defined in Paragraph 10(a).

(f)  "Credit  Agreement" means the Credit Agreement  between the Company and the
     Bank dated as of July 27, 2001, as it may be amended from time to time.

(g)  "Default" means an "Event of Default" as defined in the Credit Agreement.

(h)  "Deposit Accounts" means all demand, time, savings,  passbook,  and similar
     accounts of the Company maintained with the Bank or any other bank.

(i)  "Equipment" means all of the furniture, fixtures, machinery, equipment, and
     other  Goods of the  Company,  other  than  Inventory,  farm  products,  or
     consumer goods, together with all tools, accessories,  parts and accessions
     now in, attached to or hereafter  placed in or added to such property,  and
     any replacements of any such property.

(j)  "General Intangibles" is used as defined in the Uniform Commercial Code.

(k)  "Goods" is used as defined in the Uniform Commercial Code.

(l)  "Inventory"  means all Goods which are held for sale or lease to  customers
     or which are furnished,  have been  furnished or are to be furnished  under
     contracts  of  service,  or which are raw  materials,  work in  process  or
     materials used or consumed in the Company's business.

(m)  "Obligations" is used as defined in the Credit Agreement.

(n)  "Software" is used as defined in the Uniform Commercial Code.

<PAGE>

(o)  "Subsidiary"  and   "Subsidiaries"  are  used  as  defined  in  the  Credit
     Agreement.

(p)  "Uniform  Commercial  Code" means the Uniform  Commercial Code as in effect
     from  time to time in the  State of  Indiana,  or in the  state  where  the
     relevant collateral is located.

     2. FINANCING STATEMENTS.  The Company authorizes the Bank at the expense of
the Company to file a financing  statement or statements in those public offices
deemed necessary by the Bank to perfect its security interest. The Company shall
execute  and  deliver  any  document  that the Bank may request to perfect or to
further  evidence  or perfect the  security  interest  created by this  Security
Agreement  including,  without  limitation,  any  certificate or certificates of
title to the Collateral with the security  interest of the Bank noted thereon or
executed applications for such certificates of title.

     3. LOCATION,  INSPECTION  AND PROTECTION OF COLLATERAL.  Unless the Company
gives the Bank not less than ten (10) days prior  written  notice of  additional
locations at which  Inventory  and  Equipment  shall be kept,  all Inventory and
Equipment is kept and shall be kept at the following addresses:

        19985 County Road 8                   68939 M 103
        Bristol, Indiana 46507                White Pigeon, Michigan

Unless the Company  gives the Bank written  notice of the location of additional
offices where records of the Company  relative to Accounts  Receivable,  Chattel
Paper,  and General  Intangibles are kept, all such records of the Company shall
be kept at the following address:

                   19985 County Road 8 Bristol, Indiana 46507

which, the Company represents,  is also the address of its principal office. The
Company  shall not  change  the  location  of its  principal  office or state of
organization  or its name under which it is organized  unless the Company  gives
the Bank not less than 10 days' prior written notice of such event.  The Company
shall, at all reasonable times and in a reasonable  manner,  allow the officers,
attorneys and  accountants of the Bank to examine,  inspect,  photocopy and make
abstracts  from the  Company's  books and  records and to verify  Equipment  and
Inventory,  the latter  both as to  quantity  and  quality,  and to arrange  for
verification of Accounts Receivable, under reasonable procedures,  directly with
the Account  Debtors or by other methods.  The Company shall also deliver to the
Bank upon request any  promissory  notes or other papers  evidencing any Account
and any guaranty or collateral and all Chattel Paper  together with  appropriate
endorsements  and assignments and any information  relating thereto and shall do
anything  else the Bank may  reasonably  require to further  protect  the Bank's
interest in the  Collateral.  If any of the  Collateral  consists  of  Equipment
normally used in more than one state and the Company  intends to use any of such
Collateral  in any  jurisdiction  other than a state in which the Company  shall
have  previously  advised the Bank such  Collateral  is to be used,  the Company
shall not  commence  use in such other  jurisdiction  except  upon ten (10) days
prior written notice to the Bank.

<PAGE>


     4.  FIXTURES.  None of the  Collateral  is attached to real estate so as to
constitute  a fixture.  If any  Collateral  is hereafter so attached to any real
estate, notice of the common address,  legal description,  and name of the owner
of record of such real estate  shall be  furnished to the Bank at least ten (10)
days prior to such attachment.  If any Collateral is hereafter  attached to real
estate prior to the perfection of the security interest created by this Security
Agreement in such  Collateral,  the Company shall,  on demand,  furnish the Bank
with a disclaimer of interest in the  Collateral  executed by each person having
an interest in such real estate.

     5. THE COMPANY'S  TITLE. The Company has full and clear title to all of the
Collateral presently owned and shall have such title to all Collateral hereafter
acquired except for the security interest granted by this Security Agreement and
any other  lien or  security  interest  permitted  under the terms of the Credit
Agreement,  and the Company shall keep the Collateral free at all times from any
lien or encumbrance except those permitted by the Credit Agreement. No financing
statements  covering  all or any  portion  of the  Collateral  is on file at any
public office except as may be required or permitted by this Security  Agreement
and the Credit Agreement.

     6. THE COMPANY'S  DUTY TO MAINTAIN THE  COLLATERAL.  The Company shall keep
all tangible  Collateral in good order and repair and shall not waste or destroy
any of the Collateral.  The Company shall not use the Collateral in violation of
any  statute  or  ordinance  or  contrary  to the  provisions  of any  policy of
insurance thereon.

     7. INSURANCE.  In addition to maintaining  such insurance on the Collateral
as is required by the Credit  Agreement,  the Company shall, upon the reasonable
request of the Bank, keep the Collateral  insured against such additional risks,
in such amounts and under such policies as the Bank may  reasonably  require and
with such companies as shall be reasonably  acceptable to the Bank. All policies
providing  insurance on the  Collateral  shall provide that any loss  thereunder
shall be  payable to the Bank under a  standard  form of secured  lender's  loss
payable endorsement. The Company authorizes the Bank to endorse on the Company's
behalf  and  to  negotiate  drafts  reflecting  proceeds  of  insurance  on  the
Collateral,  provided that the Bank shall remit to the Company such surplus,  if
any, as remains after the proceeds have been applied at the Bank's  option,  (a)
to the satisfaction of all of the Obligations or to the  establishment of a cash
collateral  account for the Obligations,  or (b) to the replacement or repair of
the  Collateral;  provided,  however,  that so long as no  Default  exists,  and
provided  further that the Company can  demonstrate  to the Bank's  satisfaction
that any  proposed  replacement  or repair of  collateral  is  economically  and
physically feasible, such proceeds shall be applied, at the Company's option and
to the extent necessary,  as provided in the foregoing clause (b).  Certificates
evidencing  the  existence  of all of the  insurance  required  under the Credit
Agreement  or this  Security  Agreement  shall be  furnished  to the Bank by the
Company and the original policies providing such insurance shall be delivered to
the Bank at its request.

     8. ADVANCES TO PROTECT  COLLATERAL.  Upon failure of the Company to procure
any  required  insurance  or to  remove  any  prohibited  encumbrance  upon  the
Collateral or if any policy  providing any required  insurance is canceled,  the
Bank may procure such insurance or remove any  encumbrance on the Collateral and
any amounts expended by the

<PAGE>

Bank for such purposes  shall be  immediately  due and payable by the Company to
the Bank and  shall be  added to and  become a part of the  Obligations  secured
hereby  and shall bear  interest  at the Bank's  Prime  Rate,  as defined in the
Credit Agreement, plus three percent (3 %) per annum.

     9.  DEALING  WITH  COLLATERAL  PRIOR  TO  DEFAULT.  Prior  to  Default  and
thereafter  until the Bank shall  notify the Company of the  revocation  of such
authority:

     (a) the  Company  may,  in the  ordinary  course  of  business,  at its own
expense, sell, lease or furnish under contracts of service, any of the Inventory
normally  held by the Company  for such  purposes,  provided  that a sale in the
ordinary  course of  business  shall not  include a transfer in total or partial
satisfaction  of a debt,  and the Company may use and  consume,  in the ordinary
course of its business, any raw materials, work in process or materials normally
held by it for such purposes;

     (b) the Company shall, at its own expense,  endeavor to collect,  when due,
all amounts due with respect to any Accounts or General  Intangibles,  and shall
take such action with respect to collection as the Bank may  reasonably  request
or, in the  absence  of such  request,  as the  Company  may deem  advisable  in
accordance with sound business practice, and

     (c) the Company  may grant,  in the  ordinary  course of  business,  to any
Account  Debtor,  any rebate,  refund or adjustment to which such Account Debtor
may be entitled,  and may accept,  in  connection  therewith,  the return of the
goods, the sale or lease of which shall have given rise to the obligation of the
Account Debtor.

     10.  DEALING WITH  COLLATERAL  AFTER  DEFAULT.  After  Default and upon the
request of the Bank:

     (a) the Company  shall upon  receipt of any checks,  drafts,  cash or other
remittances in payment of Inventory sold or in payment of Accounts Receivable of
the Company,  deposit the same in a special  collateral account (the "Collateral
Account") maintained with the Bank; such proceeds shall be deposited in the form
received  except  for  the  indorsement  of the  Company  when  required,  which
indorsement the Bank is authorized to make on the Company's behalf, and shall be
held by the Bank as security for all Obligations;

     (b) the Company shall deliver to the Bank all other instruments and Chattel
Paper which constitute  proceeds from the sale of Collateral,  whether then held
or thereafter acquired; and

     (c) the Company shall keep segregated any such checks,  drafts, cash, other
instruments,  Chattel Paper or other remittances from any of the Company's other
funds or property and shall hold such items in trust for the benefit of the Bank
until delivery to the Bank or deposit in the Collateral Account and the Bank may
apply all or any  portion  of the funds on  deposit  in the  Collateral  Account
against any  Obligations in the order of application  provided for in the Credit
Agreement or, absent such provision, at the discretion of the Bank.

After Default,  the Bank may notify any Account Debtor to make payment  directly
to the Bank of any amounts  due or to become due under any  Account  Receivable,
General  Intangible  instrument  or Chattel  Paper and the Bank may  enforce the
collection of any Account Receivable, General Intangible,  instrument or Chattel
Paper in its name or in the name of the Company, by suit or


<PAGE>


otherwise,  and may  surrender,  release or exchange  all or any part thereof or
compromise  or extend or renew for any  period,  whether or not longer  than the
original  period,  any  indebtedness  thereunder or evidenced  thereby,  and any
Account Debtor will be fully protected in relying upon the representation of the
Bank that it has authority  under the terms of this  Security  Agreement to deal
with any Account Receivable, General Intangible, instrument or Chattel Paper and
need not look beyond this Security Agreement and such representation of the Bank
to establish the Bank's authority in that regard.

     11.  SUBSTITUTION AND SALE OF EQUIPMENT.  The Company may from time to time
so long as no  Default  has  occurred  and is  continuing,  substitute  items of
Equipment so long as any new Equipment  becomes subject to the security interest
created by this Security  Agreement and is subject to no prior liens or security
interest  other than those  permitted  by the  Credit  Agreement.  So long as no
Default has occurred and is continuing,  the Company may, in the ordinary course
of its business,  sell or otherwise  dispose of any items of Equipment for which
substitutes  have been  obtained or which are no longer useful to the Company in
its  operations,  provided  that at least 10 days  prior  written  notice of any
proposed  disposition  of any  material  amount  of  Equipment  in a single or a
planned  series of  transactions  is given to the Bank.  Upon the request of the
Company,  the Bank will deliver an appropriate  release of its security interest
in any item of Equipment  disposed of by the Company  pursuant to the provisions
of this paragraph.

     12.  REMEDIES  UPON  DEFAULT.  Upon the  occurrence of any Default the Bank
shall  have with  respect  to the  Collateral,  in  addition  to all  rights and
remedies specified in the Credit Agreement, this Security Agreement or any other
agreement  between  the Company and the Bank,  the  remedies of a secured  party
under the Uniform  Commercial Code,  regardless of whether the Code in such form
has been  enacted  in the  jurisdiction  in which  any such  right or  remedy is
asserted. Any notice required by law, including but not limited to notice of the
intended  disposition of all or any portion of the  Collateral,  shall be deemed
reasonably  and  properly  given  if  given  at  least  10  days  prior  to such
disposition  in the  manner  prescribed  for the giving of notices in the Credit
Agreement.  Any proceeds of the  disposition of any of the  Collateral  shall be
applied  first  to  the  payment  of the  expenses  of  the  retaking,  holding,
repairing,  preparing for sale and sale of the Collateral,  including reasonable
attorneys'  fees and legal  expenses in connection  therewith and any balance of
such proceeds  shall be applied by the Bank to the  Obligations in such order as
the Bank shall determine.

     13. RELATION TO CREDIT AGREEMENT. This Security Agreement is given pursuant
to the terms of the  Credit  Agreement  and shall be deemed a part  thereof  and
subject to the terms and conditions of the Credit Agreement.

     14.  AUTHORITY.  In  order  to  induce  the Bank to  accept  this  Security
Agreement  and to make the Loans to the  Company,  the  Company  represents  and
warrants to the Bank that: (i) the Company is a corporation organized,  existing
and in good standing under the laws of the State of Indiana;  (ii) the execution
and  delivery of this  Security  Agreement  are within the  Company's  corporate
powers,  have been duly authorized by all necessary  corporate action and do not
contravene  or  conflict  with  any  provision  of  law or of  the  Articles  of
Incorporation  or ByLaws of the  Company or of any  agreement  binding  upon the
Company or its properties; (iii)



<PAGE>


the principal  office of the Company is located at 19985 County Road 8, Bristol,
Indiana  46507;  (iv) this  Security  Agreement is the legal,  valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms;  and (v) the exact  legal name of the Company is as it appears on the
signature line hereof, and the Company shall not change its name as reflected on
its Articles of  Incorporation  hereafter  without prior  written  notice to the
Bank.

     15.  NOTICES.  Any notice  required  or  otherwise  given  concerning  this
Security  Agreement  by either  party to the other shall be given as notices are
required to be given under the terms of the Credit Agreement.

Dated as of August 28, 2002.

                               UNITED EXPRESSLINE, INC., an Indiana corporation,
                               formerly known as United Acquisition, Inc.

                               By:   __________________________________
                               Timothy S. Durham, Chairman of the Board





STATE OF ______________)
                                    ) SS:
COUNTY OF                           )

         Before me the undersigned, a Notary Public in and for said County and
State, personally appeared Timothy S. Durham, the Chairman of the Board of
UNITED EXPRESSLINE, INC., an Indiana corporation, who as such authorized officer
acknowledged the execution of the foregoing Amended and Restated Security
Agreement on behalf of said corporation this ______ day of ________, 2002.



                                  ---------------------------------
                                  Notary Public

                                  ---------------------------------
                                  Printed Name

My Commission Expires: _________________

County of Residence: ____________________





<PAGE>
                                   Exhibit D

        REAFFIRMATION OF GUARANTY AGREEMENT (Obsidian Enterprises, Inc.)


     The undersigned (the  "Guarantor"),  being the Guarantor under that certain
Guaranty Agreement dated as of July 27, 2001 (the "Guaranty"), pursuant to which
the  undersigned  guaranteed  the  obligations of UNITED  EXPRESSLINE,  INC., an
Indiana corporation,  formerly known as United Acquisition, Inc. (the "Company")
to FIRST INDIANA BANK, N.A., a national banking  association,  formerly known as
First Indiana Bank (the "Bank") under the terms of that certain Credit Agreement
entered  into by and between the Company and the Bank dated as of July 27, 2001,
as amended (the "Credit  Agreement"),  hereby  consents to the execution of that
certain Second  Amendment to Credit  Agreement to be entered into by and between
the Company and the Bank dated as of even date herewith (the  "Amendment"),  and
hereby agrees that the  Obligations  (as defined in the Guaranty)  shall include
the obligations of the Company to the Bank under the Credit Agreement as amended
by the Amendment,  which  Amendment,  among other things,  increases the maximum
outstanding  aggregate principal amount of the Revolving Loan (as defined in the
Credit Agreement) to $3,750,000.00, extends the Revolving Loan Maturity Date (as
defined in the Credit  Agreement)  to February 1, 2004,  decreases the amount of
Term Loan III (as defined in the Credit  Agreement) to $874,999.00,  and extends
the  maturity  date  of  Term  Loan  III to  July 1,  2004,  and  reaffirms  its
Obligations under, and agrees to be bound by, the terms of the Guaranty.

     Further,  the  Guarantor  acknowledges  that  while  it may be the  present
practice of the Bank to obtain the  undersigned's  consent to the  execution and
delivery of the  Amendment,  the Bank may  discontinue  any such practice in the
future and such discontinuance  shall not be construed as a waiver of the Bank's
right, in its discretion,  to enter into any further  amendments to or grant any
further  waivers  of any of the terms and  conditions  of the  Credit  Agreement
without the  consent of the  undersigned,  and the Bank's  failure to request or
obtain the consent of the  undersigned to any such amendment or waiver shall not
affect the liability of the undersigned to the Bank under the Guaranty.

     IN WITNESS  WHEREOF,  the  undersigned  have signed this  Reaffirmation  of
Guaranty Agreement as of the 28th day of August, 2002.

                          OBSIDIAN ENTERPRISES, INC., a New York corporation,
                          formerly known as Danzer Corporation

                          By:   __________________________________
                          Timothy S. Durham, Chairman of the Board



<PAGE>


STATE OF _______           )
                           ) SS:
COUNTY OF _____            )

         Before me a Notary Public in and for said County and State, personally
appeared Timothy S. Durham, the Chairman of the Board of OBSIDIAN ENTERPRISES,
INC., a New York corporation, who as such authorized officer, acknowledged the
execution of the foregoing Reaffirmation of Guaranty Agreement on behalf of said
corporation this ______ day of __________, 2002.


                             Signature:  _____________________________

                             Printed:  _______________________________
                                        Notary Public

My Commission Expires:  ______________

My County of Residence:  ______________












                                   Exhibit E

      REAFFIRMATION OF GUARANTY AGREEMENT (Obsidian Capital Partners, L.P.)


     The undersigned (the  "Guarantor"),  being the Guarantor under that certain
Guaranty Agreement dated as of July 27, 2001 (the "Guaranty"), pursuant to which
the  undersigned  guaranteed  the  obligations of UNITED  EXPRESSLINE,  INC., an
Indiana corporation,  formerly known as United Acquisition, Inc. (the "Company")
to FIRST INDIANA BANK, N.A., a national banking  association,  formerly known as
First Indiana Bank (the "Bank") under the terms of that certain Credit Agreement
entered  into by and between the Company and the Bank dated as of July 27, 2001,
as amended (the "Credit  Agreement"),  hereby  consents to the execution of that
certain Second  Amendment to Credit  Agreement to be entered into by and between
the Company and the Bank dated as of even date herewith (the  "Amendment"),  and
hereby agrees that the  Obligations  (as defined in the Guaranty)  shall include
the obligations of the Company to the Bank under the Credit Agreement as amended
by the Amendment,  which  Amendment,  among other things,  increases the maximum
outstanding  aggregate principal amount of the Revolving Loan (as defined in the
Credit Agreement) to $3,750,000.00, extends the Revolving Loan Maturity Date (as
defined in the Credit  Agreement)  to February 1, 2004,  decreases the amount of
Term Loan III (as defined in the Credit  Agreement) to $874,999.00,  and extends
the  maturity  date  of  Term  Loan  III to  July 1,  2004,  and  reaffirms  its
Obligations under, and agrees to be bound by, the terms of the Guaranty.

     Further,  the  Guarantor  acknowledges  that  while  it may be the  present
practice of the Bank to obtain the  undersigned's  consent to the  execution and
delivery of the  Amendment,  the Bank may  discontinue  any such practice in the
future and such discontinuance  shall not be construed as a waiver of the Bank's
right, in its discretion,  to enter into any further  amendments to or grant any
further  waivers  of any of the terms and  conditions  of the  Credit  Agreement
without the  consent of the  undersigned,  and the Bank's  failure to request or
obtain the consent of the  undersigned to any such amendment or waiver shall not
affect the liability of the undersigned to the Bank under the Guaranty.





                      [This Space Left Blank Intentionally]







<PAGE>


     IN WITNESS  WHEREOF,  the  undersigned  have signed this  Reaffirmation  of
Guaranty Agreement as of the 28th day of August, 2002.

                       OBSIDIAN CAPITAL PARTNERS, L.P.,
                        a Delaware limited partnership

                       By:   OBSIDIAN CAPITAL COMPANY, LLC,
                             its general partner


                       By: ______________________________________
                           Timothy S. Durham, Managing Member and
                           Chief Executive Officer



STATE OF _______ )
                 ) SS:
COUNTY OF _____  )

     Before me a Notary  Public in and for said  County  and  State,  personally
appeared  Timothy S. Durham,  the Managing Member and Chief Executive  Office of
OBSIDIAN CAPITAL COMPANY, LLC, the general partner of OBSIDIAN CAPITAL PARTNERS,
L.P.,  a  Delaware  limited   partnership,   who  as  such  authorized  officer,
acknowledged the execution of the foregoing  Reaffirmation of Guaranty Agreement
on behalf of said limited partnership this _____ day of _______, 2002.

                                 Signature:  _____________________________

                                 Printed:  _______________________________
                                             Notary Public

My Commission Expires:  ______________

My County of Residence:  ______________









<PAGE>
                                   Exhibit F

            REAFFIRMATION OF GUARANTY AGREEMENT (Terry G. Whitesell)


     The undersigned (the  "Guarantor"),  being the Guarantor under that certain
Guaranty Agreement dated as of July 27, 2001 (the "Guaranty"), pursuant to which
the  undersigned  guaranteed  the  obligations of UNITED  EXPRESSLINE,  INC., an
Indiana corporation,  formerly known as United Acquisition, Inc. (the "Company")
to FIRST INDIANA BANK, N.A., a national banking  association,  formerly known as
First Indiana Bank (the "Bank") under the terms of that certain Credit Agreement
entered  into by and between the Company and the Bank dated as of July 27, 2001,
as amended (the "Credit  Agreement"),  hereby  consents to the execution of that
certain Second  Amendment to Credit  Agreement to be entered into by and between
the Company and the Bank dated as of even date herewith (the  "Amendment"),  and
hereby agrees that the  Obligations  (as defined in the Guaranty)  shall include
the obligations of the Company to the Bank under the Credit Agreement as amended
by the Amendment,  which  Amendment,  among other things,  increases the maximum
outstanding  aggregate principal amount of the Revolving Loan (as defined in the
Credit Agreement) to $3,750,000.00, extends the Revolving Loan Maturity Date (as
defined in the Credit  Agreement)  to February 1, 2004,  decreases the amount of
Term Loan III (as defined in the Credit  Agreement) to $874,999.00,  and extends
the  maturity  date  of  Term  Loan  III to  July 1,  2004,  and  reaffirms  its
Obligations under, and agrees to be bound by, the terms of the Guaranty.

     Further,  the  Guarantor  acknowledges  that  while  it may be the  present
practice of the Bank to obtain the  undersigned's  consent to the  execution and
delivery of the  Amendment,  the Bank may  discontinue  any such practice in the
future and such discontinuance  shall not be construed as a waiver of the Bank's
right, in its discretion,  to enter into any further  amendments to or grant any
further  waivers  of any of the terms and  conditions  of the  Credit  Agreement
without the  consent of the  undersigned,  and the Bank's  failure to request or
obtain the consent of the  undersigned to any such amendment or waiver shall not
affect the liability of the undersigned to the Bank under the Guaranty.


     IN WITNESS  WHEREOF,  the  undersigned  have signed this  Reaffirmation  of
Guaranty Agreement as of the 28th day of August, 2002.

                                    /s/ Terry G. Whitesell
                                    ---------------------------
                                    Terry G. Whitesell








STATE OF _______  )
                  ) SS:
COUNTY OF _____   )

     Before me a Notary  Public in and for said  County  and  State,  personally
appeared Terry G.  Whitesell,  who  acknowledged  the execution of the foregoing
Reaffirmation of Guaranty Agreement this _______ day of _____________ , 2002.


                                 Signature:  _____________________________

                                 Printed:  _______________________________
                                             Notary Public

My Commission Expires:  ______________

My County of Residence:  ______________












<PAGE>
                                   Exhibit G

             REAFFIRMATION OF GUARANTY AGREEMENT (Timothy S. Durham)


     The undersigned (the  "Guarantor"),  being the Guarantor under that certain
Guaranty Agreement dated as of July 27, 2001 (the "Guaranty"), pursuant to which
the  undersigned  guaranteed  the  obligations of UNITED  EXPRESSLINE,  INC., an
Indiana corporation,  formerly known as United Acquisition, Inc. (the "Company")
to FIRST INDIANA BANK, N.A., a national banking  association,  formerly known as
First Indiana Bank (the "Bank") under the terms of that certain Credit Agreement
entered  into by and between the Company and the Bank dated as of July 27, 2001,
as amended (the "Credit  Agreement"),  hereby  consents to the execution of that
certain Second  Amendment to Credit  Agreement to be entered into by and between
the Company and the Bank dated as of even date herewith (the  "Amendment"),  and
hereby agrees that the  Obligations  (as defined in the Guaranty)  shall include
the obligations of the Company to the Bank under the Credit Agreement as amended
by the Amendment,  which  Amendment,  among other things,  increases the maximum
outstanding  aggregate principal amount of the Revolving Loan (as defined in the
Credit Agreement) to $3,750,000.00, extends the Revolving Loan Maturity Date (as
defined in the Credit  Agreement)  to February 1, 2004,  decreases the amount of
Term Loan III (as defined in the Credit  Agreement) to $874,999.00,  and extends
the  maturity  date  of  Term  Loan  III to  July 1,  2004,  and  reaffirms  its
Obligations under, and agrees to be bound by, the terms of the Guaranty.

     Further,  the  Guarantor  acknowledges  that  while  it may be the  present
practice of the Bank to obtain the  undersigned's  consent to the  execution and
delivery of the  Amendment,  the Bank may  discontinue  any such practice in the
future and such discontinuance  shall not be construed as a waiver of the Bank's
right, in its discretion,  to enter into any further  amendments to or grant any
further waivers of any of the terms and conditions of the Agreement  without the
consent  of the  undersigned,  and the  Bank's  failure to request or obtain the
consent of the  undersigned to any such amendment or waiver shall not affect the
liability of the undersigned to the Bank under the Guaranty.

     IN WITNESS  WHEREOF,  the  undersigned  have signed this  Reaffirmation  of
Guaranty Agreement as of the 28th day of August, 2002.


                             /s/ Timothy S. Durham
                             --------------------------------
                             Timothy S. Durham




STATE OF _________ )
                   ) SS:
COUNTY OF _______  )

     Before me a Notary  Public in and for said  County  and  State,  personally
appeared  Timothy S. Durham,  who  acknowledged  the  execution of the foregoing
Reaffirmation of Guaranty Agreement this _______ day of _____________, 2002.



                               Signature:  _____________________________

                               Printed:  _______________________________
                                            Notary Public

My Commission Expires:  ______________

My County of Residence:  ______________














</TEXT>
</DOCUMENT>
