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[Bank One Logo]
                                                                                                LINE OF CREDIT NOTE

                                                                                                      $2,500,000.00
                                                                                                DATE: JULY 22, 2002
DUE: JUNE 30, 2003

PROMISE TO PAY. On or before June 30, 2003, for value received, Commonwealth Premium Finance Corporation (the "Borrower")
promises to pay to Bank One, Kentucky, NA, whose address is 201 East Main Street, Lexington, KY 40507 (the "Bank") or order, in
lawful money of the United States of America, the sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00)
or such lesser sum as is indicated on Bank records, plus interest computed on the basis of the actual number of days elapsed in a
year of 360 days at the rate of 0% per annum above the Prime Rate (the "Note Rate"), and at the rate of 3.00% per annum above the
Note Rate, at the Bank's option, upon the occurrence of any default under this Note, whether or not the Bank elects to accelerate
the maturity of this Note, from the date such increased rate is imposed by the Bank. In this Note, "Prime Rate" means a rate per
annum equal to the prime rate of interest announced from time to time by the Bank or its parent (which rate is not necessarily the
lowest rate charged to any customer), changing when and as the prime rate changes.

In no event shall the interest rate exceed the maximum rate allowed by law. Any interest payment that would for any reason be
unlawful under applicable law shall be applied to principal.

Interest will be computed on unpaid principal balance from the date of each borrowing.

Until maturity, the Borrower will pay consecutive monthly installments of interest only commencing July 30, 2002.

The Borrower will pay, without setoff, deduction, or counterclaim, the Bank at the Bank's address above or at such other place as
the Bank may designate in writing. If any payment of principal or interest on this Note shall become due on a day that is not a
Business Day, the payment will be made on the next succeeding Business Day. The term "Business Day" in this Note means a day other
than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. Payments shall be
allocated among principal, interest and fees at the discretion of the Bank unless otherwise agreed or required by applicable law.
Acceptance by the Bank of any payment that is less than the payment due at that time shall not constitute a waiver of the Bank's
right to receive payment in full at that time or any other time.

LATE FEE. If any payment is not received by the Bank within ten (10) days after its due date, the Bank may assess and the Borrower
agrees to pay a late fee equal to the greater of: (a) five percent (5.00%) of the past due amount or (b)Twenty Five and
00/100 Dollars ($25.00), up to the maximum amount of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) per late charge.

BUSINESS LOAN. The Borrower acknowledges and agrees that this Note evidences a loan for a business, commercial, agricultural or
similar commercial enterprise purpose, and that all advances made under this Note shall not be used for any personal, family or
household purpose.

CREDIT FACILITY. The Bank has approved a credit facility to the Borrower in a principal amount not to exceed the face amount of
this Note. The credit facility is in the form of advances made from time to time by the Bank to the Borrower. This Note evidences
the Borrower's obligation to repay those advances. The aggregate principal amount of debt evidenced by this Note is the amount
reflected from time to time in the records of the Bank. Until the earliest of maturity, the occurrence of any default, or the
occurrence of any event that would constitute the occurrence of any default but for the lapse of time until the end of any grace or
cure period, the Borrower may borrow, pay down and reborrow under this Note.

LIABILITIES. The term "Liabilities" in this Note means all obligations, indebtedness and liabilities of the Borrower to any one or
more of the Bank, BANK ONE CORPORATION, and any of their subsidiaries, affiliates or successors, now existing or later arising,
including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, lease
obligations, or obligations relating to any Rate Management Transaction, all monetary obligations incurred or accrued during the
pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in
such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether
the Borrower may be liable jointly with others or individually liable as a debtor, maker, co-maker, drawer, endorser, guarantor,
surety or otherwise, and whether voluntarily or involuntarily incurred, due or not due, absolute or contingent, direct or indirect,
liquidated or unliquidated. The term "Rate Management Transaction" in this Note means any transaction (including an agreement with
respect thereto) now existing or hereafter entered into among the Borrower, the Bank or BANK ONE CORPORATION, or any of its
subsidiaries or affiliates or their successors, which is a rate swap, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency
rate swap transaction, currency option or any other

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2 similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked
to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

RELATED DOCUMENTS. The term "Related Documents" in this Note means all loan agreements, credit agreements, reimbursement
agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, or any other instrument or
document executed in connection with this Note or in connection with any of the Liabilities.

SECURITY. The term "Collateral" in this Note means all real or personal property described in all security agreements, pledge
agreements, mortgages, deeds of trust, assignments, or other instruments now or hereafter executed in connection with this Note or
in connection with any of the Liabilities. If applicable, the Collateral secures the payment of this Note and the Liabilities.

BANK'S RIGHT OF SETOFF. In addition to the Collateral, if any, the Borrower grants to the Bank a security interest in, and the Bank
is authorized to setoff and apply, all Accounts, Securities and Other Property, and Bank Debt against any and all Liabilities of
the Borrower. This right of setoff may be exercised at any time and from time to time, and without prior notice to the Borrower.
This security interest and right of setoff may be enforced or exercised by the Bank regardless of whether or not the Bank has made
any demand under this paragraph or whether the Liabilities are contingent, matured, or unmatured. Any delay, neglect or conduct by
the Bank in exercising its rights under this paragraph will not be a waiver of the right to exercise this right of setoff or
enforce this security interest. The rights of the Bank under this paragraph are in addition to other rights the Bank may have in
the Related Documents or by law. In this paragraph: (a) the term "Accounts" means any and all accounts and deposits of the Borrower
(whether general, special, time, demand, provisional or final) at any time held by the Bank (including all Accounts held jointly
with another, but excluding any IRA or Keogh Account, or any trust Account in which a security interest would be prohibited by
law); (b) the term "Securities and Other Property" means any and all securities and other property of the Borrower in the custody,
possession or control of the Bank (other than property held by the Bank in a fiduciary capacity); and (c) the term "Bank Debt"
means all indebtedness at any time owing by the Bank, to or for the credit or account of the Borrower.

REPRESENTATIONS BY BORROWER. Each Borrower represents that: (a) the execution and delivery of this Note and the performance of the
obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval
of any governmental authority or other third party; (b) this Note is a valid and binding agreement, enforceable according to its
terms; and (c) all balance sheets, profit and loss statements, and other financial statements furnished to the Bank in connection
with the Liabilities are accurate and fairly reflect the financial condition of the organizations and persons to which they apply
on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and
adversely since those dates. Each Borrower, other than a natural person, further represents that: (a) it is duly organized,
existing and in good standing pursuant to the laws under which it is organized; and (b) the execution and delivery of this Note and
the performance of the obligations it imposes (i) are within its powers and have been duly authorized by all necessary action of
its governing body, and (ii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any
partnership, operating or other agreement governing its affairs.

EVENTS OF DEFAULT/ACCELERATION. If any of the following events occurs this Note shall become due immediately, without notice, at
the Bank's option:

1.   The Borrower, or any guarantor of this Note (the "Guarantor"), fails to pay when due any amount payable under this Note, or
     under any of the Liabilities, or under any agreement or instrument evidencing debt to any creditor.

2.   The Borrower or any Guarantor (a) fails to observe or perform any other term of this Note; (b) makes any materially incorrect
     or misleading representation, warranty, or certificate to the Bank; (c) makes any materially incorrect or misleading
     representation in any financial statement or other information delivered to the Bank; or (d) defaults under the terms of any
     agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by this Note) and the effect of
     such default will allow the creditor to declare the debt due before its maturity.

3.   In the event (a) there is a default under the terms of any Related Document, (b) any guaranty of the loan evidenced by this
     Note is terminated or becomes unenforceable in whole or in part, (c) any Guarantor fails to promptly perform under its
     guaranty, or (d) the Borrower fails to comply with, or pay, or perform under any agreement, now or hereafter in effect,
     between the Borrower and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors.

4.   There is any loss, theft, damage, or destruction of any Collateral not covered by insurance.

5.   A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit
     the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Borrower or any affiliate of the
     Borrower.

6.   The Borrower or any Guarantor becomes insolvent or unable to pay its debts as they become due.

7.   The Borrower or any Guarantor (a) makes an assignment for the benefit of creditors; (b) consents to the appointment of a
     custodian, receiver, or trustee for itself or for a substantial part of its assets; or (c)commences any proceeding under any
     bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction, other than the commencement of any
     proceeding by Borrower against or with respect to any person or entity for the purpose of enforcing a promise to pay from such
     person or entity to the Borrower.





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8.   A custodian,  receiver,  or trustee is appointed for the Borrower or any  Guarantor or for a substantial  part of its assets
     without its consent.

9.   Proceedings are commenced against the Borrower or any Guarantor under any bankruptcy, reorganization, liquidation, or similar
     laws of any jurisdiction, and they remain undismissed for thirty (30) days after commencement; or the Borrower or the
     Guarantor consents to the commencement of those proceedings.

10.  Any judgment is entered against the Borrower or any Guarantor, or any attachment, levy, or garnishment is issued against any
     property of the Borrower or any Guarantor.

11.  The Borrower or any Guarantor dies.

12.  The Borrower or any Guarantor, without the Bank's written consent (a) is dissolved, (b) merges or consolidates with any third
     party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its
     business, (d) leases, purchases, or otherwise acquires a material part of the assets of any other business entity, except in
     the ordinary course of its business, or (e) agrees to do any of the foregoing (notwithstanding the foregoing, any subsidiary
     may merge or consolidate with any other subsidiary, or with the Borrower, so long as the Borrower is the survivor).

13.  There is a substantial change in the existing or prospective financial condition of the Borrower or any Guarantor that the
     Bank in good faith determines to be materially adverse.

14.  The Bank in good faith deems itself insecure.

REMEDIES. If this Note is not paid at maturity, whether by acceleration or otherwise, the Bank shall have all of the rights and
remedies provided by any law or agreement. The Bank is authorized to cause all or any part of the Collateral to be transferred to
or registered in its name or in the name of any other person or business entity, with or without designating the capacity of that
nominee. Without limiting any other available remedy, the Borrower is liable for any deficiency remaining after disposition of any
Collateral. The Borrower is liable to the Bank for all reasonable costs and expenses of every kind incurred in the making or
collection of this Note, including without limitation reasonable attorneys' fees and court costs. These costs and expenses include
without limitation any costs or expenses incurred by the Bank in any bankruptcy, reorganization, insolvency or other similar
proceeding.

WAIVERS. Any party liable on this Note waives (a) to the extent permitted by law, all rights and benefits under any laws or
statutes regarding sureties, as may be amended; (b) any right to receive notice of the following matters before the Bank enforces
any of its rights: (i) the Bank's acceptance of this Note, (ii) any credit that the Bank extends to the Borrower, (iii) the
Borrower's default, (iv) any demand, diligence, presentment, dishonor and protest, or (v) any action that the Bank takes regarding
the Borrower, anyone else, any Collateral, or any of the Liabilities, that it might be entitled to by law or under any other
agreement; (c) any right to require the Bank to proceed against the Borrower, any other obligor or guarantor of the Liabilities, or
any Collateral, or pursue any remedy in the Bank's power to pursue; (d) any defense based on any claim that any endorser or other
parties' obligations exceed or are more burdensome than those of the Borrower; (e) the benefit of any statute of limitations
affecting liability of any endorser or other party liable hereunder or the enforcement hereof; (f) any defense arising by reason of
any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever (other than payment in
full) of the obligation of the Borrower for the Liabilities; and (g) any defense based on or arising out of any defense that the
Borrower may have to the payment or performance of the Liabilities or any portion thereof. Any party liable on this Note consents
to any extension or postponement of time of its payment without limit as to the number or period, to any substitution, exchange or
release of all or any part of the Collateral, to the addition of any other party, and to the release or discharge of, or suspension
of any rights and remedies against, any person who may be liable for the payment of this Note. The Bank may waive or delay
enforcing any of its rights without losing them. Any waiver affects only the specific terms and time period stated in the waiver.
No modification or waiver of any provision of this Note is effective unless it is in writing and signed by the party against whom
it is being enforced.

SUBORDINATION. Any rights of any party liable on this Note, whether now existing or hereafter arising, to receive payment on
account of any indebtedness (including interest) owed to any party liable on this Note by the Borrower, or to withdraw capital
invested by it in the Borrower, or to receive distributions from the Borrower, shall at all times be subordinate to the full and
prior repayment to the Bank of the Liabilities. No party liable on this Note shall be entitled to enforce or receive payment of any
sums hereby subordinated until the Liabilities have been paid in full and any such sums received in violation of this paragraph
shall be received by such party in trust for the Bank. Any party liable on this Note agrees to stand still with regard to the
Bank's enforcement of its rights, including taking no action to delay, impede or otherwise interfere with the Bank's rights to
realize on the Collateral. The foregoing notwithstanding, until the occurrence of any default, any party liable on this Note is not
prohibited from receiving distributions from the Borrower in an amount equal to any income tax liability imposed on such party
liable on this Note attributable to an ownership interest in the Borrower, if any.

RIGHTS OF SUBROGATION. Any party liable on this Note waives and agrees not to enforce any rights of subrogation, contribution or
indemnification that it may have against the Borrower, any person liable on the Liabilities, or the Collateral, until the Borrower
and such party liable on this Note have fully performed all their obligations to the Bank, even if those obligations are not
covered by this Note.

REINSTATEMENT. All parties liable on this Note agree that to the extent any payment is received by the Bank in connection with the
Liabilities, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside
or





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4 required to be repaid by the Bank or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Note shall continue to be effective
or shall be reinstated, as the case may be, and whether or not the Bank is in possession of this Note, and, to the extent of such
payment or repayment by the Bank, the Liabilities or part thereof intended to be satisfied by such Preferential Payment shall be
revived and continued in full force and effect as if said Preferential Payment had not been made.

GOVERNING LAW AND VENUE. This Note is delivered in the State of Kentucky and governed by Kentucky law (without giving effect to its
laws of conflicts). The Borrower agrees that any legal action or proceeding with respect to any of its obligations under this Note
may be brought by the Bank in any state or federal court located in the State of Kentucky, as the Bank in its sole discretion may
elect. By the execution and delivery of this Note, the Borrower submits to and accepts, for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of those courts. The Borrower waives any claim that the State of
Kentucky is not a convenient forum or the proper venue for any such suit, action or proceeding.

RENEWAL AND EXTENSION. This Note is given in replacement, renewal and/or extension of, but not extinguishing the indebtedness
evidenced by, that Promissory Note dated June 30, 2001 executed by the Borrower in the original principal amount of Two Million
Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), including previous renewals or modifications thereof, if any (the "Prior
Note"), and is not a novation thereof. All interest evidenced by the Prior Note shall continue to be due and payable until paid. If
applicable, all Collateral continues to secure the payment of this Note and the Liabilities. The provisions of this Note are
effective on July 22, 2002.

MISCELLANEOUS. The Borrower, if more than one, is jointly and severally liable for the obligations represented by this Note, the
term "Borrower" means any one or more of them, and the receipt of value by any one of them constitutes the receipt of value by the
others. This Note binds the Borrower and its successors, and benefits the Bank, its successors and assigns. Any reference to the
Bank includes any holder of this Note. Section headings are for convenience of reference only and do not affect the interpretation
of this Note. Any notices and demands under or related to this document shall be in writing and delivered to the intended party at
its address stated herein, and if to the Bank, at its main office if no other address of the Bank is specified herein, by one of
the following means: (a) by hand, (b) by a nationally recognized overnight courier service, or (c) by certified mail, postage
prepaid, with return receipt requested. Notice shall be deemed given: (a) upon receipt if delivered by hand, (b) on the Delivery
Day after the day of deposit with a nationally recognized courier service, or (c) on the third Delivery Day after the notice is
deposited in the mail. "Delivery Day" means a day other than a Saturday, a Sunday, or any other day on which national banking
associations are authorized to be closed. Any party may change its address for purposes of the receipt of notices and demands by
giving notice of such change in the manner provided in this provision. This Note and any Related Documents embody the entire
agreement between the Borrower and the Bank regarding the terms of the loan evidenced by this Note and supercede all oral
statements and prior writings relating to that loan. If any provision of this Note cannot be enforced, the remaining portions of
this Note shall continue in effect. The Borrower agrees that the Bank may provide any information or knowledge the Bank may have
about the Borrower or about any matter relating to this Note or the Related Documents to BANK ONE CORPORATION, or any of its
subsidiaries or affiliates or their successors, or to any one or more purchasers or potential purchasers of this Note or the
Related Documents. The Borrower agrees that the Bank may at any time sell, assign or transfer one or more interests or
participations in all or any part of its rights and obligations in this Note to one or more purchasers whether or not related to
the Bank.

WAIVER OF SPECIAL DAMAGES. THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO
CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

JURY WAIVER. THE BORROWER AND THE BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE
BORROWER AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE OTHER RELATED DOCUMENTS. THIS PROVISION IS A
MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING EVIDENCED BY THIS NOTE.

                                                              BORROWER:
Address: 2424 Harrodsburg Road
Lexington, KY 40503
                                                              Commonwealth Premium Finance Corporation



                                                              By:  /s/ Olin W. Bryant, Jr.
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                                                                     Olin W. Bryant, Jr.              President /CEO
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