<PAGE>

<TABLE>
<S>                            <C>                     <C>
------------------------------------------------------------------------------------

ELECTRONIC PROCESSING, INC.    EXCHANGE NATIONAL BANK  Loan Number 80336
501 KANSAS AVENUE              11301 NALL AVENUE       Date JULY 21, 1997
KANSAS CITY, KS 66105          LEAWOOD, KS 66211       Maturity Date AUGUST 1, 1998
                                                       Loan Amount $1,000,000.00
                                                       Renewal of______________


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

For value received, I promise to pay to you, or your order, at your address 
listed above the PRINCIPAL sum of ONE MILLION AND NO/100*
* * * * * * * * * * * * * * * * * * * * * * * * * * * * Dollars $1,000,000.00
--------------------------------------------------------        ---------------
/ / 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 JULY 21, 1997 I will receive the 
amount of $__________ and future principal advances are contemplated.

      CONDITIONS: The conditions for future advances are ALL FUTURE ADVANCES 
MUST BE REQUESTED IN PERSON, IN WRITING OR BY PHONE AND ARE SUBJECT TO 
APPROVAL OR DISAPPROVAL AT THE SOLE DISCRETION OF EXCHANGE NATIONAL BANK, 
MANAGEMENT.

      /X/  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 AUGUST 1, 1998.

      / /  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 
          JULY 21, 1997 at the rate of 9.000% per year until JULY 22, 1997.

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

      /X/  INDEX RATE: The future rate will be 0.500% OVER the following 
           index rate: PRIME RATE AS QUOTED IN THE WALL STREET JOURNAL UNDER 
           MONEY RATES (CODE 143)

      / /  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 ON THE SAME DAY

      / /  LIMITATIONS: During the term on this loan, the applicable annual 
           rate 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:


      /X/  The amount of each scheduled          /X/  The amount of the final 
           payment will change.                       payment will change.

      / /  ____________________________________________________________________.

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 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 10 days after it is due, I 
agree to pay a late charge of 5.000% OF THE LATE PAYMENT WITH A MINIMUM OF 
$5.00 AND A MAXIMUM OF $25.00.

/ /  ADDITIONAL CHARGES: In addition to interest, I agree to pay the following 
charges which / / are  / / are not included in the principal amount above:_____
_______________________________________________________________________________.

PAYMENTS: I agree to pay this note as follows:

/X/  INTEREST: I agree to pay accrued interest ON DEMAND, BUT IF NO DEMAND IS 
     MADE THENON THE 1ST DAY OF EACH MONTH BEGINNING SEPTEMBER 1, 1997

/X/  PRINCIPAL: I agree to pay the principal ON DEMAND, BUT IF NO DEMAND IS 
     MADE THEN ON AUGUST 1, 1998

/ /  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 ____________________________________.

ADDITIONAL TERMS:
THIS NOTE IS SECURED BY:
1.  A SECURITY AGREEMENT DATED JULY 21, 1997.
2.  A LINE OF CREDIT AGREEMENT DATED JULY 21, 1997.

A PRINCIPAL REDUCTION EQUAL TO 1/36TH OF THE OUTSTANDING PRINCIPAL BALANCE 
WILL BE DUE ON THE 1ST DAY OF EACH MONTH.


/X/  SECURITY: This note is separately secured     PURPOSE: The purpose of this
by (describe separate document by type and date):  loan is BUSINESS: EQUIPMENT
SEE ABOVE SECURITY                                 FINANCING

                                                   SIGNATURES: I AGREE TO THE 
                                                   TERMS OF THIS NOTE INCLUDING
                                                   THOSE ON PAGE 21. I have 
                                                   received a copy on today's 
                                                   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                               ELECTRONIC PROCESSING, INC.


X /s/ Charles N. Van Zante                         BY:
 ----------------------------------------------       -------------------------
 CHARLES N. VAN ZANTE, EXECUTIVE VICE PRESIDENT       TOM W. OLOFSON, PRESIDENT


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

                                                      -------------------------
UNIVERSAL NOTE                                                      Page 1 of 2


<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 in which you are located 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 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 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 then 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 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 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 if I am a producer of crops; 
(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 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 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 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 changes 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>
  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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  /   /       $                           $            $                 %     $             /   / 
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</TABLE>

                                                                  (page 2 of 2)
<PAGE>
--------------------------------------------------------------------------------
ELECTRONIC PROCESSING, INC.           
--------------------------------------------------------------------------------
501 KANSAS AVENUE                     
--------------------------------------------------------------------------------
KANSAS CITY, KS 66105                 
--------------------------------------------------------------------------------

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

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

EXCHANGE NATIONAL BANK 
11301 NALL AVENUE      
LEAWOOD, KS 66211      

                    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 JULY 21, 1997 (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/  I / / (name) ________________________________________________
  ____________________________________________ owe(s) to you now or in the 
  future:

  (Check one below):

    / / Specific Debt(s). The debt(s), liability or obligations evidenced by 
        (describe):  __________________________________________________________
        _____________ ________________________________________________  and all
        extensions, renewals, refinancings, modifications and replacements of 
        the debt, liability or obligation.

    /X/ 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 ensure 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.

  /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.

  / / 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).

  / / The secured property includes, but is not limited by, the following:


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 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 used for  / / personal /X/ business
             / / agricultural  / /_______________________ reasons.

EXCHANGE NATIONAL BANK
-------------------------------------------------------------------------------
   (Secured Party's Name)

  By: /s/ CHARLES N. VAN ZANTE
     ----------------------------
          CHARLES N. VAN ZANTE

  Title: EXEC. VICE PRESIDENT
         --------------------------
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.

ELECTRONIC PROCESSING, INC.
   (Debtor's Name)

By: 
    ------------------------------
     TOM W. OLOFSON

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


By: 
    ------------------------------

Title: 
       ---------------------------

                                                                (page 1 of 2)
<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 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 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 of 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 in 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 
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 form 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 1986.

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 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 the 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). If you do, 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

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 be 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.

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