<PAGE>   1
                                                                 Exhibit 10.21
                                PROMISSORY NOTE
<TABLE>
<CAPTION>
  PRINCIPAL     LOAN DATE   MATURITY      LOAN NO.     CALL      COLLATERAL      ACCOUNT     OFFICER    INITIALS
<C>            <C>         <C>           <C>           <C>       <C>             <C>          <C>         <C>
$2,900,000.00  08-24-1998  12-31-1999    80519302      040          024           600252        900       RW
</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: AMERICAN VANTAGE COMPANIES          LENDER: UNITED SECURITY BANK, N.A.
          6787 W. TROPICANA BLVD., SUITE #200         MAIN OFFICE
          LAS VEGAS, NV 89103                         2151 W. SHAW AVENUE
                                                      P.O. BOX 9546
                                                      FRESNO, CA 93793
<TABLE>
<S>                                 <C>                        <C>
PRINCIPAL AMOUNT: $2,900,000.00     INTEREST RATE: 6.800%      DATE OF NOTE: AUGUST 24, 1998
</TABLE>

PROMISE TO PAY. AMERICAN VANTAGE COMPANIES ("BORROWER") PROMISES TO PAY TO
UNITED SECURITY BANK, N.A. ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED
STATES OF AMERICA, THE PRINCIPAL AMOUNT OF TWO MILLION NINE HUNDRED THOUSAND &
00/100 DOLLARS ($2,900,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH
INTEREST AT THE RATE OF 6.800% ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF
EACH ADVANCE.

PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL
PLUS ALL ACCRUED UNPAID INTEREST ON DECEMBER 31, 1999. IN ADDITION, BORROWER
WILL PAY REGULAR MONTHLY PAYMENTS OF ACCRUED UNPAID INTEREST BEGINNING SEPTEMBER
15, 1998, AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE SAME DAY OF EACH
MONTH AFTER THAT. The annual interest rate for this Note 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; MINIMUM 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. In any event, even upon
full prepayment of this Note, Borrower understands that Lender is entitled to a
MINIMUM INTEREST CHARGE OF $150.00. Other than Borrower's obligation to pay any
minimum interest charge, Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's obligation to continue
to make payments of accrued unpaid interest. Rather, they will reduce the
principal balance due.

LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, Borrower will be charged
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $15.00, WHICHEVER IS GREATER.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) 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 or 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 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 tries
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.

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 Borrower's failure to pay
all amounts declared due pursuant to this section, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted under applicable
law, do one or both of the following: (a) increase the interest rate on this
Note 3.000 percentage points, and (b) add any unpaid accrued interest to
principal and such sum will bear interest therefrom until paid at the rate
provided in this Note (including any increased rate). 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.
Borrower also will pay any court costs, in addition to all other sums provided
by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE
STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S
REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF FRESNO COUNTY, THE STATE
OF CALIFORNIA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 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.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from Borrower's accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing. The
following party or parties are authorized to request advances under the line of
credit until Lender receives from Borrower at Lender's address shown above
written notice of revocation of their authority: RONALD J. TASSINARI, PRESIDENT.
Borrower agrees to be liable for all sums either: (a) advanced in accordance
with the instructions of an authorized person or (b) credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (a) Borrower or any guarantor is
in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (b) Borrower or any guarantor ceases doing business or is
insolvent; (c) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender; or (d) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender.

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 any
applicable statute of limitations, 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.
<PAGE>   2
08-24-1998                      PROMISSORY NOTE                           Page 2
                                  (Continued)
================================================================================
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:

American Vantage Companies


By: /s/ Ronald J. Tassinari
    -------------------------------------
    Ronald J. Tassinari, President
================================================================================
<PAGE>   3
<TABLE>
<S>            <C>         <C>         <C>       <C>   <C>         <C>      <C>      <C>
  Principal    Loan Date    Maturity   Loan No   Call  Collateral  Account  Officer  Initials
$2,900,000.00  08-24-1998  12-31-1999  80519302  040       024     600252     900       RB
</TABLE>
--------------------------------------------------------------------------------
Borrower:  American Vantage Companies
           6787 W. Tropicana Blvd., Suite #200
           Las Vegas, NV 89103

Lender:    United Security Bank, N.A.
           Main Office
           2151 W. Shaw Avenue
           P.O. Box 9546
           Fresno, CA 93793

================================================================================

THIS BUSINESS LOAN AGREEMENT between American Vantage Companies ("Borrower") 
and United Security Bank, N.A. ("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 August 24, 1998, 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 this 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 American Vantage Companies. 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, lien, 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 "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 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 United Security Bank, N.A., its successors 
     and assigns.

     LOAN. The word "Loan" or "Loans" means and includes without limitation any
     and all commercial loans and financial accommodations from Lender to
     Borrower, whether now or hereafter existing, and however evidenced,
     including 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 owned 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 properly 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 lien 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 make the initial 
Loan Advance and each subsequent Loan Advance under this Agreement shall be 
subject to the fulfillment to Lender's satisfaction of all of 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.

     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.

     REPRESENTATIONS 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 warrants 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:
<PAGE>   4
08-24-1998               BUSINESS LOAN AGREEMENT                      Page 2
                                  (Continued)
===============================================================================

     ORGANIZATION.  Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of California
     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 corporation and is in good 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 incorporation or organization, or bylaws,
     or any 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) years.

     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., Chapters 6.5 through 7.7 of Division 20 of the California Health and
     Safety Code, Section 25100, 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 conducted 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 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, 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 6787 W. Tropicana Blvd., Suite #200, Las Vegas,
     NV 89103. Unless Borrower has designated otherwise in writing this location
     is also the office or offices where Borrower keeps its records concerning
     the Collateral.

     YEAR 2000.  Borrower warrants and represents that all software utilized in
     the conduct of Borrower's business will have appropriate capabilities and
     compatibility for operation to handle 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 data-related user interface
     functions, data-fields, and data-related program instructions and functions
     of the software include the indication of the century.

     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 extending Loan Advances 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.

     FINANCIAL STATEMENTS.  Furnish Lender with, as soon as available, but in no
     event later than one hundred twenty (120) days after the end of each fiscal
     year, Borrower's balance sheet and income statement for the year ended,
     compiled by a certified public accountant satisfactory to Lender. All
     financial reports required to be provided under this Agreement shall be
     prepared in accordance with generally accepted accounting principles,
     applied on a consistent basis, and certified by Borrower as being true and
     correct.

     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

<PAGE>   5
08-24-1998                  BUSINESS LOAN AGREEMENT                       PAGE 3
                                  (Continued)
================================================================================

     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 thirty (30) 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.

     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 FEES AND CHARGES. In addition to all other agreed upon fees and
     charges, pay the following: $0.00.

     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 it 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 REPORTS. 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.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (a) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error.

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; or (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.

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.

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.

<PAGE>   6
08-24-1998                  BUSINESS LOAN AGREEMENT                       Page 4
                                  (Continued)
================================================================================

   OTHER DEFAULTS. Failure of Borrower or 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 term, 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 the 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 or 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.

   INSOLVENCY. The dissolution or termination of Borrower's existence as a going
   business, 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 GUARANTOR. 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.

   CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%) or
   more of the common stock of Borrower. 

   ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
   condition, or Lender believes the prospect of payment or performance of the
   Indebtedness in impaired.

   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, except 
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 (including any 
obligation to make Loan Advances or disbursements), 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.

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 CALIFORNIA. IF THERE IS A LAWSUIT, BORROWER AGREES
   UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF FRESNO
   COUNTY, THE STATE OF CALIFORNIA. THIS AGREEMENT SHALL BE GOVERNED BY AND
   CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

   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.

   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 or 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 attorney's 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 will also 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 word "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
<PAGE>   7
08-24-1998                                                               Page 5

                            BUSINESS LOAN AGREEMENT
                                  (Continued)

================================================================================
     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 THE PROVISIONS OF THIS BUSINESS LOAN 
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF 
AUGUST 24, 1998.

BORROWER:

American Vantage Companies


By: /s/ Ronald J. Tassinari
   ------------------------------------
   Ronald J. Tassinari, President


LENDER:

United Security Bank, N.A.


By: /s/
   ------------------------------------
   Authorized Officer

================================================================================