<PAGE>
                                                                   EXHIBIT 10.14


                        [COMMUNITY BANK INDIANOLA LOGO]


April 26, 1999

George S. Hastings
President
Aquapro Corporation
1100 Highway 3
Sunflower, MS 38778

Dear George,

Community Bank, Indianola is pleased to commit to Aquapro Corporation two
revolving lines of credit. The first is in the amount of $700,000.00 for the
purpose of financing catfish feed purchased from Delta Western. The second is in
the amount of $400,000.00 to be used for catfish production. This commitment is
contingent on the following terms and conditions:

         1) The notes will be established as a revolving line of credit for the
specific and expressed purposes of financing catfish feed purchased from Delta
Western to be used to feed Aquapro Corporation and for catfish production.

         2) It is understood between Aquapro Corporation, hereinafter referred
to as borrower, and Community Bank, Indianola, hereinafter referred to as
lender, that borrower may not enter into any other catfish operations involving
the production and sale of catfish without prior written consent of the lender.
It is further understood that borrower may not pledge any assets described in
the security agreement between borrower and lender dated 4/26/99 without prior
written consent of the lender.

         3) The security on the loan will be a perfected first lien position on
all Delta Pride and FishCo stock owned. Minimum number of shares pledged will be
1968 shares of Delta Pride and 448 shares of FishCo. A first lien position on
inventory including fingerlings, food fish and stockers and accounts receivable
will also be granted by Aquapro. A first lien position will also be taken on
approximately 553 acres of land located in Sunflower County and Leflore County
known as Circle Creek and Panther Run and a second lien on 647 acres of land
located in Bolivar County. A blanket lien on all equipment. An assignment of
$1,000,000 of cash value life insurance taken on George Hastings and Randle
Willoughby.

         4) The interest rate charged on the loan will be equal to New York
Consensus Prime plus 165 basis points and will be subject to daily adjustments.

         5) This line of credit will mature on March 15, 2000.

         6) An operating deposit account will be maintained at Community Bank,
Indianola by Aquapro. All proceeds from pledged inventory sales and account
receivable collection will be deposited into the account and 50% will be applied
to the feed line and 50% will be applied to



--------------------------------------------------------------------------------
        -P.O. BOX 28 -INDIANOLA, MISSISSIPPI 38751 -PHONE:(601) 887-4513
<PAGE>
the production line, first to interest and secondly to principal. Maximum
principal balances below will apply to the feed line and production line
respectively.

<TABLE>
<CAPTION>
                                    Feed Line               Production Line
<S>                                 <C>                     <C>
       November 15, 1999            $560,000                $320,000
       December 15, 1999            $420,000                $240,000
       January 15, 2000             $280,000                $160,000
       February 15, 2000            $140,000                $ 80,000
       March 01, 2000                     -0-                     -0-
</TABLE>

Non-compliance with the above dates will result in the borrower being required
to obtain other outside funding to be applied to the LOC until the stated
compliance is achieved.

         7) By acceptance of this commitment letter, the borrower agrees to
comply with all terms and conditions herein and to a 1% ($11,000.00) commitment
fee. Fee payable to Community Bank, Indianola at the time the commitment letter
is accepted and delivered.

         8) The personal guarantee of George S. Hastings on the line of credit
is required.

         9) Monthly financial statements will be required to be submitted to
Community Bank, Indianola by the borrower within three weeks after the close of
the accounting period.

        10) As of today's date, there are outstanding taxes due for 1998 on
certain parcels of the real estate taken as collateral by Community Bank. These
taxes must be paid in full and the receipt delivered to the bank as soon as the
correct amount has been determined.

Community Bank, Indianola appreciates the opportunity to provide Aquapro
Corporation with this credit facility and I am looking forward to working with
you during this exciting time.

Sincerely,

/s/ Dave Dickson
Dave Dickson
Senior Vice President

Acceptance

         Intending to be legally bound, the undersigned hereby accepts the
foregoing loan commitment.

              Executed this 28th day of April, 1999.
                            ----

/s/ George S. Hastings
George S. Hastings
President
Aquapro Corporation
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                           <C>
AQUAPRO CORPORATION                                   COMMUNITY BANK,                       Loan Number 4256061
1100 HIGHWAY 3                                        INDIANOLA, MISSISSIPPI                Date 4/26/99
SUNFLOWER MS  38778                                   147 HWY 82E                           Maturity Date 3/15/00
                                                      INDIANOLA, MS  38751                  Loan Amount  $700,000.00
Renewal Of
           ------------
     BORROWER'S NAME AND ADDRESS                   LENDER'S NAME AND ADDRESS                   JJR/LAV
"I" includes each borrower above, jointly     "You" means the lender, its successors
and severally.                                 and assigns.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of SEVEN HUNDRED THOUSAND AND NO/100 Dollars
$700,000.00

[ ]  SINGLE ADVANCE: I will receive all of this principal sum on ____________.

     No additional advances are contemplated under this note.

[X]  MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
     principal I can borrow under this note. On 4/26/99 I will receive the
     amount of $__________ and future principal advances are contemplated.
     CONDITIONS: The conditions for future advances are UPON CUSTOMER REQUEST
     AND AT BANK'S DISCRETION

     [X]  OPEN END CREDIT: You and I agree that I may borrow up to the maximum
          principal sum more than one time. This feature is subject to all other
          conditions and expires on 3/15/00.

     [ ]  CLOSED END CREDIT: You and I agree that I may borrow (subject to all
          other conditions) up to the maximum principal sum only one time.
INTEREST: I agree to pay interest on the outstanding principal balance
          from 4/26/99 at the rate of 9.400% per year until INDEX RATE CHANGES.

[X]  VARIABLE RATE: This rate may then change as stated below.

     [X]  INDEX RATE: The future rate will be 1.650% ABOVE the following index
          rate: NEW YORK CONSENSUS PRIME RATE AS PUBLISHED IN THE WALL STREET
          JOURNAL.

     [ ]  NO INDEX: The future rate will not be subject to any internal or
          external index. It will be entirely in your control.

     [X]  FREQUENCY AND TIMING: The rate on this note may change as often as
          DAILY.

     A Change in the interest rate will take effect DAILY.

     [ ]  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.

     [X] 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:

     [X] on the same fixed or variable rate basis in effect before maturity (as
        indicated above).

     [ ] at a rate equal to _________________________________________________.

[X]  LATE CHARGE: If a payment is made more than 15 days after it is due, I
     agree to pay a late charge of 4% OF THE PAYMENT OR $5.00 WHICHEVER IS
     GREATER WITH A MAX. OF $50.00.

[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:
     FILING FEE 98.50________ ATTORNEY FEE_______ APPRAISAL FEE______.

PAYMENTS: I agree to pay this note as follows: ORIGINATION 7,000.00

[X]  INTEREST: I agree to pay accrued interest WITH THE PRINCIPAL

[X]  PRINCIPAL: I agree to pay the principal AT MATURITY

[ ]  INSTALLMENTS: I agree to pay this note in _______ payments. The first
     payment will be in the amount of $___________________ and will be due
     ______. A payment of $_________ will be due _________________ thereafter.
     The final payment of the entire unpaid balance of principal and interest
     will be due __________.

PURPOSE: The purpose of this loan is 1999 FEED LINE.

ADDITIONAL TERMS:

I/WE DO HEREBY AGREE THIS LOAN IS FURTHER SECURED BY R/E LOCATED IN SUNFLOWER,
LEFLORE AND BOLIVAR COUNTIES. 448 SHARES OF FISHCO STOCK, ASSN 1968 SHARES OF
DELTA PRIDE CATFISH STOCK, BLANKET LIEN ON ALL EQUIPMENT AND CATFISH INVENTORY,
KEY MAN LIFE INS POLICY IN THE AMOUNT OF $1,000,000 AND ASSN OF REBATES FROM
FISHCO INC TO DELTA WESTERN.


I AGREE TO PAY A MINIMUM INTEREST CHARGE OF $10.00 IF I PAY THIS LOAN OFF BEFORE
YOU HAVE EARNED THAT MUCH INTEREST.


--------------------------------------------------------------------------------
Copyright 1984, 1991 Bankers Systems, Inc.,                       GH
St. Cloud, MN Form UNS-LAZ 1/31/96                                   -----------

UNIVERSAL NOTE AND SECURITY AGREEMENT                             (page 1 of 10)
<PAGE>
                                    SECURITY

SECURITY INTEREST: 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.

[X] 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.

[X] 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.

[X] 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:

    1ST D/T DATED 4/26/99 COV 278 ACRES LOC IN LEFLORE COUNTY AND 275 ACRES LOC
    IN SUNFLOWER COUNTY. 2ND D/T DATED 4/26/99 COV 647 ACRES LOC IN BOLIVAR CTY
    ASSN 448 SHARES OF FISHCO INC STOCK CERT #556 AND 1968 SHARES OF DELTA PRIDE
    CATFISH INC STOCK CERT #1282, 1224, 1223, 1225, 1222, 1216 & 1283 ALL IN THE
    NAME OF AQUAPRO CORPORATION. BLANKET LIEN COV ALL MISC EQUIPMENT NOT LIMITED
    TO AND INCLUDING ALL FUTURE PURCHASES AND REPLACEMENTS THEREOF.

    ALL CATFISH INVENTORY NOT LIMITED TO AND INCLUDING STOCKERS, FINGERLINGS &


                                                                  (page 2 of 10)
<PAGE>
    FOOD FISH. LIFE INS. POLICY ISSUED BY VALLEY FORGE LIFE INS CO. POLICY #
    VIFB022778 IN THE NAME GEORGE S HASTINGS IN THE AMOUNT OF $1,000,000. LIFE
    INS POLICY ISSUED BY 1ST COLONY LIFE IN THE NAME OF RANDLE WILLOUGHBY IN THE
    AMOUNT OF $1,000,000. ASSN. OF FISHCO REBATES.

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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

[ ] If checked, file this agreement on the real estate records. Record owner
    (if not me)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

The Property will be used for a [ ] personal [ ] business [X] agricultural
[ ]                                  purpose.
   ---------------------------------

                   ADDITIONAL TERMS OF THE SECURITY AGREEMENT

GENERALLY - This agreement secures this note and any other debt I have with you,
now or later. However, it will not secure other debts if you fail with respect
to such other debts, to make any required disclosure about this security
agreement or if you fail to give any required notice of the right of rescission.
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.

OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
Property, or to the extent this 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.


                                                                  (page 3 of 10)
<PAGE>
   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.

   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. 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.

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 nonpurchase 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
nonpurchase 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
refinancing of such loan.

PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such as
property insurance premiums). You may treat those payments as advances and add
them to the unpaid principal under the note secured by this agreement or you may
demand immediate payment of the amount advanced.



                                                                  (page 4 of 10)
<PAGE>
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 reasonably
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 your 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.

REMEDIES - I will be in default on this security agreement if I am in default on
any note this agreement secures or if I fail to keep any promise contained in
the terms of this agreement. If I default, you have all of the rights and
remedies provided in the note and under the Uniform Commercial Code. You may
require me to make the secured property available to you at a place which is
reasonably convenient. You may take possession of the secured property and sell
it as provided by law. The proceeds will be applied first to your expenses and
then to the debt. I agree that 10 days written notice sent to my last known
address by first class mail will be reasonable notice under the Uniform
Commercial Code. My current address is on page 1. I agree to inform you in
writing of any change of my address.

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,


                                                                  (page 5 of 10)
<PAGE>
you may file a financing statement which does not contain my signature, covering
the Property secured by this agreement.

--------------------------------------------------------------------------------

Any person who signs within this box does so to give you a security interest in
the Property described on this page. This person does not promise to pay the
note. "I" as used in this security agreement will include the borrower and any
person who signs within this box.

                                             Date
                                                  ------------------------------

Signed

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Copyright 1984, 1991 Bankers Systems, Inc., St. Cloud, MN Form UNS-LAZ 1/31/96



                                                                  (page 6 of 10)
<PAGE>
                          ADDITIONAL TERMS OF THE NOTE

DEFINITIONS - As used on pages 1 and 2, "[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 in which you are located will govern this
agreement. Any term of this agreement 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 a 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 sum outstanding 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 in this note
(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 interest rate
on this note. You do not guarantee by selecting this index, or the margin, that
the interest rate on this note will be the same rate you charge on any other
loans or class of loans you make to me or other borrowers.

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 on page 2.

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.

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


                                                                  (page 7 of 10)
<PAGE>
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 to set-off.

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 proceedings; (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 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 unpaid 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.

    (6) You may make use of any remedy given to you in any agreement securing
        this note.

    By selecting any one or more of these remedies you do not give up your right


                                                                  (page 8 of 10)
<PAGE>
to use later any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to consider later the event 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 fee you
incur with such attorney plus court costs (except where prohibited by law). 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 rights 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.

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
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.


                                                                  (page 9 of 10)
<PAGE>
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGES 1 AND
2). I have received a copy on today's date.

    AQUAPRO CORPORATION


By: /s/ GEORGE S HASTINGS       PRESIDENT
    -----------------------------------------     ------------------------------
       GEORGE S HASTINGS

    -----------------------------------------     ------------------------------

    -----------------------------------------     ------------------------------

SIGNATURE FOR LENDER:
                      ----------------------------------------------------------


Copyright 1984, 1991 Bankers Systems, Inc., St. Cloud, MN Form UNS-LAZ 1/31/96


                                                                 (page 10 of 10)
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                           <C>
AQUAPRO CORPORATION                                   COMMUNITY BANK,                       Loan Number 4256087
1100 HIGHWAY 3                                        INDIANOLA, MISSISSIPPI                Date 4/26/99
SUNFLOWER MS  38778                                   147 HWY 82E                           Maturity Date 3/15/00
                                                      INDIANOLA, MS  38751                  Loan Amount $400,000.00
Renewal Of
           ------------

     BORROWER'S NAME AND ADDRESS                   LENDER'S NAME AND ADDRESS                   JJR/GSC
"I" includes each borrower above, jointly     "You" means the lender, its successors
and severally.                                 and assigns.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of FOUR HUNDRED THOUSAND AND NO/100 Dollars
$400,000.00

[ ] SINGLE ADVANCE: I will receive all of this principal sum on
____________.
    No additional advances are contemplated under this note.

[X] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
    principal I can borrow under this note. On 4/26/99 I will receive the amount
    of $__________ and future principal advances are contemplated.

CONDITIONS: The conditions for future advances are UPON CUSTOMER'S REQUEST AND
AT BANK'S DISCRETION

    [ ] OPEN END CREDIT: You and I agree that I may borrow up to the maximum
        principal sum more than one time. This feature is subject to all other
        conditions and expires on ___________.

    [X] CLOSED END CREDIT: You and I agree that I may borrow (subject to all
        other conditions) up to the maximum principal sum only one time.

INTEREST: I agree to pay interest on the outstanding principal balance from
        4/26/99 at the rate of 9.600% per year until INDEX RATE CHANGES.

[X] VARIABLE RATE: This rate may then change as stated below.

    [X] INDEX RATE: The future rate will be 1.650% ABOVE the following index
        rate: NEW YORK CONSENSUS PRIME RATE AS PUBLISHED IN THE WALL STREET
        JOURNAL

    [ ] NO INDEX: The future rate will not be subject to any internal or
        external index. It will be entirely in your control.

    [X] FREQUENCY AND TIMING: The rate on this note may change as often as
        DAILY.

          A Change in the interest rate will take effect DAILY.

    [ ] 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.

    [X] 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:

    [X] on the same fixed or variable rate basis in effect before maturity (as
        indicated above).

    [ ] at a rate equal to _________________________________________________.

[X] LATE CHARGE: If a payment is made more than 15 days after it is due, I agree
    pay a late charge of 4% OF THE PAYMENT OR $5.00 WHICHEVER IS GREATER WITH A
    MAX. OF $50.00.

[ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
    charges which [ ] are [X] are not included in the principal amount above:
    FILING FEE_________ ATTORNEY FEE_______ APPRAISAL FEE__________.

PAYMENTS: I agree to pay this note as follows: DOCUMENTATION
  ORIGINATION $4,000.00

[X] INTEREST: I agree to pay accrued interest WITH THE PRINCIPAL

[X] PRINCIPAL: I agree to pay the principal AT MATURITY

[ ] INSTALLMENTS: I agree to pay this note in _______ payments. The first
    payment will be in the amount of $___________________ and will be
    due ________. A payment of $_________ will be due ________________
    thereafter. The final payment of the entire unpaid balance of principal
    and interest will be due __________.

PURPOSE: The purpose of this loan is 1999 PRODUCTION LOAN.

ADDITIONAL TERMS:

I/WE DO HEREBY AGREE THAT THIS NOTE IS FURTHER SECURED BY A D/T DATED 04/26/99
AND S/A DATED 04/26/99 AND F/S DATED 04/26/99.



I AGREE TO PAY A MINIMUM INTEREST CHARGE OF $10.00 IF I PAY THIS LOAN OFF BEFORE
YOU HAVE EARNED THAT MUCH INTEREST.


--------------------------------------------------------------------------------
UNIVERSAL NOTE AND SECURITY AGREEMENT                             (page 1 of 10)

Copyright 1984, 1991 Bankers Systems, Inc.,                        GH
St. Cloud, MN Form UNS-LAZ 1/31/96                                    ----------
<PAGE>
                                    SECURITY

SECURITY INTEREST: 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.

[X] 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.

[X] 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.

[X] 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.

[X] 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


                                                                  (page 2 of 10)
<PAGE>
    or obligor of mine.

[X] 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:

    COLLATERAL ALREADY OWNED BY DEBTOR AS FOLLOWS: 1ST D/T DATED 4/26/99 COV 278
    ACRES LOC IN LEFLORE CO. AND 275 ACRES LOC IN SUNFLOWER CO; 2ND D/T DATED
    4/26/99 COV 647 ACRES LOC IN BOLIVAR CO. ASSN 448 SHARES OF FISHCO INC STOCK
    CERT #556 & 1968 SHARES OF DELTA PRIDE CATFISH INC STOCK CERT #1282, 1224,
    1223, 1225, 1222, 1216 & 1283 ALL IN THE NAME OF AQUAPRO CORP. BLANKET LIEN
    COV ALL MISC EQUIPMT NOT LIMITED TO AND INCLUDING ALL FUTURE PURCHASES AND
    REPLACEMENTS THEREOF.

    ALL CATFISH INVENTORY NOT LIMITED TO AND INCLUDING STOCKERS, FINGERLINGS &
    FOOD FISH, LIFE INS. POLICY ISSUED BY VALLEY FORGE LIFE INS CO. POLICY
    #V1FB022778 IN THE NAME GEORGE S. HASTINGS IN THE AMOUNT OF $1,000,000. LIFE
    INS POLICY ISSUED BY 1ST COLONY LIFE IN THE NAME OF RANDLE WILLOUGHBY IN THE
    AMOUNT OF $1,000,000 ASSN OF FISHCO REBATES.

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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
[ ] If checked, file this agreement on the real estate records. Record owner
(if
    not me)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                                                  (page 3 of 10)
<PAGE>
The Property will be used for a [ ] personal [ ] business [X] agricultural

[ ]                                  purpose.
   ---------------------------------

                   ADDITIONAL TERMS OF THE SECURITY AGREEMENT

GENERALLY - This agreement secures this note and any other debt I have with you,
now or later. However, it will not secure other debts if you fail with respect
to such other debts, to make any required disclosure about this security
agreement or if you fail to give any required notice of the right of rescission.
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.

OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
Property, or to the extent this 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


                                                                  (page 4 of 10)
<PAGE>
the right of reasonable access in order to inspect the Property. I will
immediately inform you of any loss or damage to the Property.

   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. 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.

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 nonpurchase 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
nonpurchase 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
refinancing of such loan.

PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such as
property insurance premiums). You may treat those payments as advances and add
them to the unpaid principal under the note secured by this agreement or you may
demand immediate payment of the amount advanced.

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 reasonably
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.


                                                                  (page 5 of 10)
<PAGE>
   If this agreement covers farm products I will provide you at your 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.

REMEDIES - I will be in default on this security agreement if I am in default on
any note this agreement secures or if I fail to keep any promise contained in
the terms of this agreement. If I default, you have all of the rights and
remedies provided in the note and under the Uniform Commercial Code. You may
require me to make the secured property available to you at a place which is
reasonably convenient. You may take possession of the secured property and sell
it as provided by law. The proceeds will be applied first to your expenses and
then to the debt. I agree that 10 days written notice sent to my last known
address by first class mail will be reasonable notice under the Uniform
Commercial Code. My current address is on page 1. I agree to inform you in
writing of any change of my address.

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.

--------------------------------------------------------------------------------

Any person who signs within this box does so to give you a security interest in
the Property described on this page. This person does not promise to pay the
note. "I" as used in this security agreement will include the borrower and any
person who signs within this box.

                                             Date
                                                  ------------------------------

Signed

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Copyright 1984, 1991 Bankers Systems, Inc., St. Cloud, MN Form UNS-LAZ 1/31/96


                                                                  (page 6 of 10)
<PAGE>
                          ADDITIONAL TERMS OF THE NOTE

DEFINITIONS - As used on pages 1 and 2, "[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 in which you are located will govern this
agreement. Any term of this agreement 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 a 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 sum outstanding 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 in this note
(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 interest rate
on this note. You do not guarantee by selecting this index, or the margin, that
the interest rate on this note will be the same rate you charge on any other
loans or class of loans you make to me or other borrowers.

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.


                                                                  (page 7 of 10)
<PAGE>
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 on page 2.

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.

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 to set-off.

DEFAULT - I will be in default if any one or more of the following occur: (1) 1
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 proceedings; (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 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


                                                                  (page 8 of 10)
<PAGE>
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 unpaid 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.

    (6) You may make use of any remedy given to you in any agreement securing
        this note.

    By selecting any one or more of these remedies you do not give up your right
to use later any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to consider later the event 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 fee you
incur with such attorney plus court costs (except where prohibited by law). 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 rights 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.

OBLIGATIONS INDEPENDENT - I understand that I must pay this note even if someone


                                                                  (page 9 of 10)
<PAGE>
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
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.

SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGES 1 AND
2). I have received a copy on today's date.

    AQUAPRO CORPORATION


By: /s/ GEORGE S HASTINGS       PRESIDENT
    -----------------------------------------     ------------------------------
       GEORGE S HASTINGS


    -----------------------------------------     ------------------------------


    -----------------------------------------     ------------------------------

SIGNATURE FOR LENDER:
                      ----------------------------------------------------------


Copyright 1984, 1991 Bankers Systems, Inc., St. Cloud, MN Form UNS-LAZ 1/31/96


                                                                 (page 10 of 10)