INNOVATIVE HEALTH PRODUCTS, INC.
6950 BRYAN DAIRY ROAD
LARGO, FL 33777

BORROWER'S NAME AND ADDRESS
"I" includes each Borrower above, joint and severally.

FIRST COMMUNITY BANK OF AMERICA
6100 4TH STREET NORTH
ST. PETERSBURG, FL 33703

LENDER'S NAME AND ADDRESS
"You" means the lender, its successors and assigns.

Loan Number  22131
          -----------------------
Date DECEMBER 29, 1999
    -----------------------------

Maturity Date JANUARY 5, 2003
             --------------------
Loan Amount $89,530.60
           ----------------------
Renewal Of
          -----------------------

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of EIGHTY NINE THOUSAND FIVE HUNDRED THIRTY AND
60/100* * * * * * * * * * * * * * Dollars $89,530.60

[X] SINGLE ADVANCE: I will receive all of this principal sum on DECEMBER 29,
    1999. No additional advances are contemplated under this note.

[ ] MULTIPLE ADVANCE:  The principal sum shown above is the maximum amount of
    principal I can borrow under this note. On _______________ I will
    receive the amount of $___________________ and future principal
    advances are contemplated.

    CONDITIONS: The conditions for future advances are__________________________
    ____________________________________________________________________________
    [ ] OPEN END CREDIT: You and I agree that I may borrow up to the maximum
        amount of principal more than one time. This feature is subject to all
        other conditions and expires on _________________.
    [ ] CLOSED END CREDIT: You and I agree that I may borrow up to the maximum
        only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from
    DECEMBER 29, 1999 at the rate of 9.500% per year until JANUARY 5, 2003.
[ ] VARIABLE RATE: This rate may then change as stated below.
    [ ] INDEX RATE: The future rate will be ___________ the following index
        rate:__________________________________________________________________
        _______________________________________________________.
    [ ] NO INDEX: The future rate will not be subject to any internal or
        external index. It will be entirely in your control.
    [ ] FREQUENCY AND TIMING: The rate on this note may change as often as
        __________________________________________________________________.
        A change in the interest rate will take effect ___________________.
    [ ] LIMITATIONS: During the term of this loan, the applicable annual
        interest rate will not be more than _______% or less than ______%. The
        rate may not change more than _______% each ________.
    EFFECT OF VARIABLE RATE: A change in the interest rate will have the
        following effect on the payments:
    [ ] The amount of each scheduled payment will change.
    [ ] The amount of the final payment will change.
    [ ] ______________________________________________.

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 basis.

POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
    [ ] on the same fixed or variable rate basis in effect before maturity (as
        indicated above).
    [X] at a rate equal to 18.00%

[X] LATE CHARGE: If a payment is made more than 10 days after it is due, I agree
    to pay a late charge of 5.000% OF THE LATE PAYMENT.

[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
    charges which [X] are [ ] are not included in the principal amount above:
    DOC STAMPS - $313.60, UCC-I FILING FEE - $34.00, LOAN FEE - $125.00.

PAYMENTS: I agree to pay this note as follows:
[ ] INTEREST: I agree to pay accrued interest _____________________________
    _______________________________________________________________________.
[ ] PRINCIPAL: I agree to pay the principal _______________________________.
[X] INSTALLMENTS: I agree to pay this note in 36 payments. The first payment
    will be in the amount of $2,873.24 and will be due FEBRUARY 5,2000.
    A payment of $2,873.24 will be due ON THE 5TH DAY OF EACH MONTH thereafter.
    The final payment of this entire unpaid balance of principal and interest
    will be due JANUARY 5, 2003.

ADDITIONAL TERMS:




[X] SECURITY: This note is separately secured by (describe separate document by
    type and date); SECURITY AGREEMENT OF EVEN DATE.

(This section is for your internal use. Failure to list a separate security
document does not mean the agreement will not secure this note.)

Signature for Lender

____________________________________

____________________________________

PURPOSE: The purpose of this loan is
BUSINESS: PURCHASE EQUIPMENT.

SIGNATURES: I AGREE TO THE TERMS OF
THIS NOTE (INCLUDING THOSE ON PAGE 2).
I have received a copy on today's date.

INNOVATIVE HEALTH PRODUCTS, INC.
-------------------------------------

BY: /s/ KOTHA SEKHARAM
-------------------------------------
KOTHA SEKHARAM, PRESIDENT

BY: /s/ MIHIR TANEJA
-------------------------------------
MIHIR TANEJA, VP
<PAGE>

DEFINITIONS: As used on page 1, "[X]" means the terms that apply to this loan.
"I", "me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us", "You" or "your" means the Lender
and its successors and assigns.

APPLICABLE LAW: The law of the state of Florida will govern this note. Any
term of this note which is contrary to applicable law will not be effective,
unless the law permits you and me to agree to such a variation. If any provision
of this agreement cannot be enforced according to its terms, this fact will not
affect the enforceability of the remainder of this agreement. No modification of
this agreement may be made without your express written consent. Time is of the
essence in this agreement.

PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).

INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more than one advance, each
advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal advanced at that time. Notwithstanding anything to the contrary, I do
not agree to pay and you do not intend to charge any rate of interest that is
higher than the maximum rate of interest you could charge under applicable law
for the extension of credit that is agreed to here (either before or after
maturity). If any notice of interest accrual is sent and is in error, we
mutually agree to correct it, and if you actually collect more interest than
allowed by law and this agreement, you agree to refund it to me.

INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.

ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will determine
the number of days in a "year". If no accrual method is stated, then you may use
any reasonable accrual method for calculating interest.

POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.

SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph below.

MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.

PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.

SET-OFF: I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.
  "Right to receive money from you" means:
  (1) any deposit account balance I have with you;
  (2) any money owed to me on an item presented to you or in your possession for
      collection or exchange; and
  (3) any repurchase agreement or other nondeposit obligation.
   "Any amount due and payable under this note" means the total amount of which
you are entitled to demand payment under the terms of this note at the time you
set off. This total includes any balance the due date for which you properly
accelerate under this note.

   If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.

   You will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt against any of my accounts. I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
of set-off.

REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.

DEFAULT: I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required: (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I ow him through court proceedings; (5) I die, am declared
incompetant, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) any collateral securing this
note is used in a manner or for a purpose which threatens confiscation by a
legal authority; (9) I change my name or assume an additional name without
first notifying you before making such a change; (10) I fail to plant, cultivate
and harvest crops in due season; (11) any loan proceeds are used for a purpose
that will contribute to excessive erosion of highly erodible land or to the
conversion of wetlands to produce an agricultural commodity, as further
explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

REMEDIES: If I am in default on this note you have, but are not limited to, the
following remedies:
   (1) You may demand immediate payment of all I owe you under this note
       (principal, accrued unpaid interest and other accrued charges).
   (2) You may set off this debt against any right I have to the payment of
       money from you, subject to the terms of the "Set-off" paragraph herein.
   (3) You may demand security, additional security, or additional parties to be
       obligated to pay this note as a condition for not using any other remedy.
   (4) You may refuse to make advances to me or allow purchases on credit by me.
   (5) You may use any remedy you have under state or federal law.

By selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the an event as a default
if it continues or happens again.

COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin, or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any reasonable
fee you incur with such attorney plus court costs (except where prohibited by
law). I agree that reasonable attorneys' fees shall be construed to mean 10% of
the principal sum named in this note, or such larger fee that the court may
determine to be reasonable and just. To the extent permitted by the United
States Bankruptcy Code, I also agree to pay the reasonable attorney's fees and
costs you incur to collect this debt as awarded by any court exercising
jurisdiction under the Bankruptcy Code.

WAIVER: I give up my right to require you to do certain things. I will not
require you to:
   (1) demand payment of amounts due (presentment);
   (2) obtain official certification of nonpayment (protest); or
   (3) give notice that amounts due have not been paid (notice of dishonor).
   I waive any defenses I have based on suretyship or impairment of collateral.

TO THE EXTENT PERMITTED BY LAW, I ALSO WAIVE MY RIGHT TO A TRIAL BY JURY IN
RESPECT TO ANY LITIGATION ARISING FROM THIS NOTE AND ANY OTHER AGREEMENT
EXECUTED IN CONJUNCTION WITH THIS CREDIT TRANSACTION.

OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it. (Of course, you are entitled to only one payment in
full). I agree that you may at your option extend this note or the debt
represented by this note, or any portion of the note or debt, from time to time
without limit or notice and for any term without affecting my liability for
payment of the note, I will not assign my obligation under this agreement
without your prior written approval.

CREDIT INFORMATION; I agree and authorize you to obtain credit information about
me from time to time (for example, by requesting a credit report) and to report
to others your credit experience with me (such as a credit reporting agency). I
agree to provide you, upon request, any financial statement or information you
may deem necessary. I warrant that the financial statements and information I
provide to you are or will be accurate, correct and complete.

NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first
class to your address stated on page 1 of this agreement, or to any other
address that you have designated.
<TABLE>
<CAPTION>
  DATE OF         PRINCIPAL        BORROWER'S     PRINCIPAL     PRINCIPAL     INTEREST      INTEREST        INTEREST
TRANSACTION        ADVANCE          INITIALS      PAYMENTS       BALANCE        RATE        PAYMENTS           PAID
                                 (NOT REQUIRED)                                                              THROUGH
---------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>            <C>            <C>          <C>           <C>             <C>
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
  /  /           $                                $              $                   %      $                  /  /
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
INNOVATIVE HEALTH PRODUCTS, INC.
6950 BRYAN DAIRY ROAD
LARGO, FLORIDA 33777

TAXPAYER I.D. NUMBER: 59-2600232

DEBTOR'S NAME, ADDRESS AND SSN OR TIN
 ("I" means each Debtor who signs.)


FIRST COMMUNITY BANK OF AMERICA
6100 4TH STREET NORTH
ST. PETERSBURG, FL 33703

SECURED PARTY'S NAME AND ADDRESS
("You" means the Secured Party, its successors and assigns.)

I am entering into this security agreement with you on DECEMBER 29, 1999 (date).

SECURED DEBTS. I agree that this security agreement will secure the payment and
  performance of the debts, liabilities or obligations described below that
  (Check one) [X] / [ ] (name)_________________________________________________
  __________________________________________ owe(s) to you now or in the future:
  (Check one below):

     [X] Specific Debt(s). The debt(s), liability or obligations evidenced by
         (describe): NOTE OF EVEN DATE IN THE AMOUNT OF $89,530.60 and all
         extensions, renewals, refinancings, modifications and replacements of
         the debt, liability or obligation.

     [ ] All Debt(s). Except in those cases listed in the "LIMITATIONS"
         paragraph on page 2, each and every debt, liability and obligation of
         every type and description (whether such debt, liability or obligation
         now exists or is incurred or created in the future and whether it is or
         may be direct or indirect, due or to become due, absolute or
         contingent, primary or secondary, liquidated or unliquidated, or joint
         several or joint and several.

SECURITY INTEREST. To secure the payment and performance of the above described
  Secured Debts, liabilities and obligations, I give you a security interest in
  all of the property described below that I now own and that I may own in the
  future (including but not limited to, all parts, accessories, repairs,
  improvements, and accessions to the property), wherever the property is or may
  be located, and all proceeds and products from the property.

  [ ] INVENTORY: All inventory which I hold for ultimate sale or lease, or which
      has been or will be supplied under contracts of service, or which are raw
      materials, work in process, or materials used or consumed in my business.

  [ ] EQUIPMENT: All equipment including, but not limited to, all machinery,
      vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
      equipment, shop equipment, office and recordkeeping equipment, and parts
      and tools. All equipment described in a list or schedule which I give to
      you will also be included in the secured property, but such a list is not
      necessary for a valid security interest in my equipment.

  [ ] FARM PRODUCTS: All farm products including, but not limited to:
      (a) all poultry and livestock and their young, along with their products,
          produce and replacements;
      (b) all crops, annual or perennial, and all products of the crops; and
      (c) all feed, seed, fertilizer, medicines, and other supplies used or
          produced in my farming operations.

  [ ] ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND OTHER RIGHTS TO
      PAYMENT: All rights I have now and that I may have in the future to the
      payment of money including, but not limited to:
      (a) payment for goods and other property sold or leased or for services
          rendered, whether or not I have earned such payment by performance,
          and
      (b) rights to payment arising out of all present and future debt
          instruments, chattel paper and loans and obligations receivable.
          The above include any rights and interests (including all liens and
          security interests) which I may have by law or agreement against any
          account debtor or obligor of mine.

  [ ] GENERAL INTANGIBLES: All general intangibles including, but not limited to
      tax refunds, applications for patents, patents, copyrights, trademarks,
      trade secrets, good will, trade names, customer lists, permits and
      franchises, and the right to use my name.

  [ ] GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts, general
      intangibles, or other benefits (including, but not limited to, payments in
      kind, deficiency payments, letters of entitlement, warehouse receipts,
      storage payments, emergency assistance payments, diversion payments, and
      conservation reserve payments) in which I now have and in the future may
      have any rights or interest and which arise under or as a result of any
      preexisting, current or future Federal or state governmental program
      (including, but not limited to, all programs administered by the Commodity
      Credit Corporation and the ASCS).

  [X] The secured property includes, but is not limited by the following:
      IMA 4OF INTERMITTENT CAPSULE FILLING MACHINE SERIAL #44506

If this agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the legal description is:

I am a(n)   [ ] individual     [ ] partnership     [X] corporation
            [ ] __________________________________________________

[ ] If checked, file this agreement in the real estate records.
Record Owner (if not me): ________________________________________
__________________________________________________________________
__________________________________________________________________

The property will be use for   [ ] personal        [X] business
            [ ] agricultural   [ ] ______________________ reasons.

FIRST COMMUNITY BANK OF AMERICA
------------------------------------------------------------------
                 (Secured Party's Name)

By:_______________________________________________________________
     SCOTT C. BOYLE

Title: PRESIDENT/CEO
      ------------------------------------------------------------

I AGREE TO THE TERMS SET OUT ON BOTH PAGE 1 AND PAGE 2 OF THIS AGREEMENT. I have
received a copy of this document on today's date.

INNOVATIVE HEALTH PRODUCTS, INC.
------------------------------------------------------------------
                    (Debtor's Name)

By: /s/ KOTHA SEKHARAM
    ----------------------
    KOTHA SEKHARAM

Title: PRESIDENT
       -------------------

By: /s/ MIHIR TANEJA
    ----------------------
    MIHIR TANEJA

Title: VP
       -------------------
<PAGE>
GENERALLY - "You" means the Secured Party identified on page 1 of this
agreement. "I", "me" and "my" means each person who signs this security
agreement as Debtor and who agrees to give the property described in this
agreement as security for the Secured Debts. All terms and duties under this
agreement are joint and individual. No modification of this security agreement
is effective unless made in writing and signed by you and me. This security
agreement remains in effect, even if the note is paid and I owe no other debt to
you, until discharged in writing. Time is of the essence in this agreement.

APPLICABLE LAW - I agree that this security agreement will be governed by the
law of the state in which you are located. If property described in this
agreement is located in another state, this agreement may also, in some
circumstances, be governed by the law of the state in which the property is
located.

     To the extent permitted by law, the terms of this agreement may vary
applicable law. If any provision of applicable law may not be varied by
agreement, any provision of this agreement that does not comply with that law
will not be effective. If any provision of this agreement cannot be enforced
according to its terms, this fact will not affect the enforceability of the
remainder of this agreement.

OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
property, or to the extent his is a purchase money security interest I will
acquire ownership of the property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the property is ahead of the claims of
any other creditor. I agree to do whatever you require to protect your security
interest and to keep your claim in the property ahead of the claims of other
creditors. I will not do anything to harm your position.

     I will keep books, records and accounts about the property and my business
in general. I will let you examine these records at any reasonable time. I will
prepare any report or accounting you request, which deals with the property.

     I will keep the property in my possession and will keep it in good repair
and use it only for the purpose(s) described on page 1 of this agreement. I will
not change this specified use without your express written permission. I
represent that I am the original owner of the property and, if I am not, that I
have provided you with a list of prior owners of the property.

     I will keep the property at my address listed on page 1 of this agreement,
unless we agree I may keep it at another location. If the property is to be used
in another state, I will give you a list of those states. I will not try to sell
the property unless it is inventory or I receive your written permission to do
so. If I sell the property I will have the payment made payable to the order of
you and me.

     You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your prior written consent (1) a beneficial interest
in the debtor is sold or transferred or (2) there is a change in either the
identity or number of members of a partnership or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.

     I will pay all taxes and charges on the property as they become due. You
have the right of reasonable access in order to inspect the property. I will
immediately inform you of any loss or damage to the property.

LIMITATIONS - This agreement will not secure a debt described in the section
entitled "Secured Debts" on page 1:
     1) if you fail to make any disclosure of the existence of this security
        interest required by law for such other debt;
     2) if this security interest is in my principal dwelling and you fail to
        provide (to all persons entitled) any notice of right or rescission
        required by law for such other debt;
     3) to the extent that this security interest is in "household goods" and
        the other debt to be secured is a "consumer" loan (as those terms are
        defined in applicable federal regulations governing unfair and deceptive
        credit practices);
     4) if this security interest is in margin stock subject to the requirements
        of 12 C.F.R. Section 207 or 221 and you do not obtain a statement of
        purpose if required under these regulations with respect to that debt;
        or
     5) if this security interest is unenforceable by law with respect to that
        debt.

PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the
extent of a purchase money security interest arising under this security
agreement: (a) payments on any non-purchase money loan also secured by this
agreement will not be deemed to apply to the purchase money loan, and (b)
payments on the purchase money loan will be deemed to apply first to the
non-purchase money portion of the loan, if any, and then to the purchase money
obligations in the order which the items of collateral were acquired or if
acquired at the same time, in the order selected by you. No security interest
will be terminated by application of this formula. "Purchase money loan" means
any loan the proceeds of which, in whole or in part, are used to acquire any
collateral securing the loan and all extensions, renewals, consolidations and
refinancings of such loan.

AUTHORITY OF SECURED PARTY TO MAKE ADVANCES AND PERFORM FOR DEBTOR -  I agree to
pay you on demand any sums you advanced on my behalf including, but not limited
to, expenses incurred in collecting, insuring, conserving, or protecting the
property or in any inventories, audits, inspections or other examinations by you
in respect to the property. If I fail to pay such sums, you may do so for me,
adding the amount paid to the other amounts secured by this agreement. All such
sums will be due on demand and will bear interest at the highest rate provided
in any agreement, note or other instrument evidencing the Secured Debt(s) and
permitted by law at the time of the advance.

     If I fail to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lien or other security interest, you may without notice
to me perform the duties or cause them to be performed. I understand that this
authorization includes, but is not limited to, permission to: (1) prepare, file,
and sign my name to any necessary reports or accountings; (2) notify any account
debtor of your interest in this property and tell the account debtor to make the
payments to you or someone else you name, rather than me; (3) place on any
chattel paper a note indicating your interest in the property; (4) in my name,
demand, collect, receive and give a receipt for, compromise, settle, and handle
any suits or other proceedings involving the collateral; (5) take any action you
feel is necessary in order to realize on the collateral, including performing
any part of a contract or endorsing it in my name; and (6) make an entry on my
books and records showing the existence of the security agreement. Your right to
perform for me shall not create an obligation to perform and your failure to
perform will not preclude you from exercising any of your other rights under the
law or this security agreement.

INSURANCE - I agree to buy insurance on the property against the risks and for
the amounts you require and to furnish you continuing proof of coverage. I will
have the insurance company name you as loss payee on any such policy. You may
require added security if you agree that insurance proceeds may be used to
repair or replace the property. I will buy insurance from a firm licensed to do
business in the state where you are located. The firm will be reasonable
acceptable to you. The insurance will last until the property is released from
this agreement. If I fail to buy or maintain the insurance (or fail to name you
as loss payee) you may purchase it yourself.

WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will not
settle any account for less than its full value without your written permission.
I will collect all accounts until you tell me otherwise. I will keep the
proceeds from all the accounts and any goods which are returned to me or which I
take back in trust for you. I will not mix them with any other property of mine.
I will deliver them to you at your request. If you ask me to pay you the full
price on any returned items or items retaken by myself, I will do so.

     If this agreement covers inventory, I will not dispose of it except in my
ordinary course of business at the fair market value for the property, or at a
minimum price established between you and me.

     If this agreement covers farm products I will provide you, at you request,
a written list of the buyers, commission merchants or selling agents to or
through whom I may sell my farm products. In addition to those parties named on
this written list, I authorize you to notify at your sole discretion any
additional parties regarding your security interest in my farm products. I
remain subject to all applicable penalties for selling my farm products in
violation of my agreement with you and the Food Security Act. In this paragraph
the terms farm products, buyers, commission merchants and selling agents have
the meanings given to them in the Federal Food Security Act of 1985.

DEFAULT - I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court preceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) I change my name or assume an
additional name without first notifying you before making such a change; (9)
failure to plant, cultivate and harvest crops in due season; (10) if any loan
proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C. F. R. Part 1940, Subpart G, Exhibit M.

REMEDIES - If I am in default on this agreement, you have the following
remedies:
     1) You may demand immediate payment of all I owe you under any obligation
        secured by this agreement.
     2) You may set off any obligation I have to you against any right I have to
        the payment of money from you.
     3) You may demand more security or new parties obligated to pay any debt I
        owe you as a condition of giving up any other remedy.
     4) You may make use of any remedy you have under state or federal law.
     5) If I default by failing to pay taxes or other charges, you may pay them
        (but you are not required to do so). I will repay to you the amount you
        paid plus interest at the highest contract rate.
     6) You may require me to gather the property and make it available to you
        in a reasonable fashion.
     7) You may repossess the property and sell it as provided by law. You may
        repossess the property so long as the repossession does not involve a
        breach of the peace or an illegal entry onto my property. You may sell
        the property as provided by law. You may apply what you receive from the
        sale of the property to: your expenses; your reasonable attorneys' fees
        and legal expenses (where not prohibited by law); any debt I owe you. If
        what you receive from the sale of the property does not satisfy the
        debts, you may take me to court to recover the difference (where
        permitted by law).
        I agree that 10 days written notice sent to my address listed on page 1
        by first class mail will be reasonable notice to me under the Uniform
        Commercial Code.
        If any items not otherwise subject to this agreement are contained in
        the property when you take possession, you may hold these items for me
        at my risk and you will not be liable for taking possession of them.
     8) In some cases, you may keep the property to satisfy the debt. You may
        enter upon and take possession of all or any part of my property, so
        long as you do not breach the peace or illegally enter onto the
        property, including lands, plants, buildings, machinery, and equipment
        as may be necessary to permit you to manufacture, produce, process,
        store or sell or complete the manufacture, production, processing,
        storing or sale of any of the property and to use and operate the
        property for the length of time you feel is necessary to protect your
        interest all without payment or compensation to me.

     By choosing any one or more of these remedies, you do not waive your right
to later use any other remedy. You do not waive a default if you choose not to
use any remedy, and by electing not to use any remedy, you do not waive your
right to later consider the event a default and to immediately use any remedies
if it continues or occurs again.

FILING - A carbon, photographic or other reproduction of this security agreement
or the financing statement covering the property described in this agreement may
be used as a financing statement where allowed by law. Where permitted by law,
you may file a financing statement which does not contain my signature, covering
the property secured by this agreement.

CO-MAKERS - If more than one of us has signed this agreement, we are all
obligated equally under the agreement. You may sue any one of us or any of us
together if this agreement is violated. You do not have to tell me if any term
of the agreement has not been carried out. You may release any co-signer and I
will still be obligated under this agreement. You may release any of the
security and I will still be obligated under this agreement. Waiver by you of
any of your rights will not affect my duties under this agreement. Extending
this agreement or new obligations under this agreement will not affect my duty
under the agreement.