Exhibit 10.45

<TABLE>
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<S>                                           <C>                                          <C>
OBSIDIAN LEASING COMPANY INC                   EDGAR COUNTY BANK & TRUST CO.                KJW / GPG
JEFFREY W OSLER PRESIDENT                      177 W WOOD ST                                Loan Number 449
502 CROSSOVER ROAD                             PO BOX 400
TUPELO MS 38801                                PARIS IL 61944                               Date September 24, 200
                                                                                            Maturity Date: September 24, 200
                                                                                            Loan Amount: $2,331,924
BORROWER'S NAME AND ADDRESS                     LENDER'S NAME AND ADDRESS                   Renewal Of:_____________________
"I" Includes each borrower above,              "You" means the
jointly and severally.
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</TABLE>

For value  received,  I promise to pay to you,  or your order,  at your  address
listed above the PRINCIPAL sum of TWO MILLION THREE HUNDRED THIRTY-ONE  THOUSAND
NINE HUNDRED TWENTY-FOUR AND 18/100 Dollars $2,331,924.18.

|X|  Single Advance:  I will receive all of the principal sum of 09/24/2002.  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 N/A I will receive the amount of
     $ N/A and the future principal advances are contemplated.

         Conditions: The conditions for future advances are __________________

     [  ] Open End Credit: You and I agree that I may borrow up to the maximum
          principal sum more than one time. This feature is subject to all to __
          conditions         and         expires         on         N/A        .
          ----------------------------------------

     [  ] 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
          9/24/02 at the rate of 7.500 per year until THE NEXT RATE CHANGE DATE.

|X|  Variable Rate: This rate may then change as stated below.

     |X|  Index Rate:  the future rate will be 2.750% ABOVE the following  index
          rate: WALL STREET PRIME.

     |X|  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
          .

     [ ]  Limitation:  during the term of this loan,  the  applicable  annual
          interest rate will not be more than N/A % or less than N/A %. The rate
          may not change more than % each DAY.

     Effect  of  Variable  Rate:  A change  in the  interest  rate will have the
     following effect on the payments:

     [ ]  The amount of each schedules payment will change.

     |X|  The amount of the final payment will change.

     [ ]
          --------------------------------------------------------------------

ACCRUAL METHOD: Interest will be calculated on a 360/ACTUAL 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 ___________________________________

[  ] LATE CHARGE: If a payment is made more than days after it is due, I agree
     to pay a late charge of _________________________

[  ] 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:

[ ] Interest: I agree to pay accrued interest _____________________________

[ ] Principal: I agree to pay the principal _______________________________

|X|  Installments:  I agree to pay this note in 60 payments.  The first  payment
     will be in the amount of  $27,814.93  and will be due  OCTOBER 24, 2002 . A
     payment of $ 27,814.93 will be due MONTHLY thereafter. The final payment of
     the entire  unpaid  balance of principal and interest will be due SEPTEMBER
     24, 2007 .

PURPOSE:  The  purpose  of this loan is  TRANSFER  OWNERSHIP  FROM DW LEASING TO
          OBSIDIAN LEASING & COMBINE 7 LNS


ADDITIONAL TERMS:

SECURITY:
        2002 PREVOST BUS, VIN 2PCY3349511027544
        2002 PREVOST BUS, VIN 2PCY3349311027543
        2001 CHAMPION TRAILER, VIN 1CPSV48311L790005
        2001 PREVOST BUS, VIN 2PCV33491Y1013766
        2001 PREVOST BUS, VIN 2PCV33498Y1027256
        2001 MCI BUS, VIN IM8TRPYP061353
        1999 PREVOST BUS, VIN 2PCV33490X1013014


<PAGE>


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 on
any returned items or items retaken by myself, I will do so. You may exercise my
rights with respect to  obligations  of any account  debtors,  or other  persons
obligated on the Property,  to pay or perform,  and you may enforce any security
interest that secures such obligations.

If this  agreement  covers  inventory,  I will not  dispose  of it  except in my
ordinary course of business at the faire 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.

If this  agreement  covers  chattel  paper or  instruments,  either as  original
collateral or proceeds of the Property, I will note your interest on the face of
the  chattel  paper or  instruments.  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.

PERFECTION OF SECUIRTY INTEREST - I authorize you to file a financing  statement
covering the Property. I will comply with, facilitate,  and otherwise assist you
in  connection  with  obtaining  possession  of or control over the Property for
purposes of perfecting your security interest under the Uniform Commercial Code.

ADDITIONTIONAL 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
of Illinois  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
this 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  this  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.
<PAGE>

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 "PAMENTS 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 a 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  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 term of this note at the time you set
off.  This  total  includes  any  balance  the 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 the interest in the
obligation  and to any  other  amounts I could  withdrawal  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 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
occurs:

(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 promise,  on any
debt or  agreement  I have with you;  (4) any other  credit of mine  attempts to
collect  any  debt I owe  his  through  collection  proceedings;  (5) I die,  am
declared  incompetent,  make an assignment  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 proved;
(7) I do or  fail to  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 ___
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 __ purpose that
will  contribute  to  excessive  erosion  of  highly  erodible  land  __ 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.
(3) You may demand  security,  additional  security,  or additional  to be
obligated to pay this note as a condition for not using other remedy.
(4) You may refuse to make advances to me or allow purchases of credit by me.
(5) You may use any remedy you have under the 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  event a default if it
continues or happens again.
<PAGE>

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.  FINANCIAL INFORMATION - 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.  CONFESSION OF JUDGMENT - If agreed on page 2,
then in addition to your  remedies  listed  herein,  I authorize any attorney to
appear in any court of  record  having  jurisdiction  over  this  matter  and to
confess judgment,  without process,  against me, in favor of you, for any unpaid
principal, accrued interest and accrued charges due on this agreement,  together
with collection costs including reasonable attorney's fees.


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



----------------------------                  -------------------------------
OBSIDIAN LEASING COMPANY INC.                 JEFFREY W OSLER, PRESIDENT


SIGNATURE FOR LENDER:  GEORGE GRIFFIN ASST. V.P. AND LOAN OFFICER