Exhibit 10.27



                                 LOAN AGREEMENT



                             $1,240,000.00 Term Loan



                              Lender: Regions Bank

            Borrower: Pyramid Coach, Inc. and DW Leasing Company, LLC



                             Dated: As of June,2000








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                                 LOAN AGREEMENT

     This Loan Agreement  ("Agreement")  entered into as of the 1St day of June,
2000, by and between Pyramid Coach, Inc., a Tennessee  corporation,  ("Pyramid")
and DW Leasing  Company,  LLC, a Mississippi  limited  liability  company ("DW")
(Pyramid and DW are both individually and collectively referred to herein as the
"Borrower"), and Regions Bank ("Lender"), a banking corporation.

                                   WITNESSETH:

     WHEREAS,  Lender has agreed to extend a term loan to  Borrower,  on certain
terms and conditions; and

     WHEREAS,  the  proceeds of said term loan are to be paid  directly to DW to
refinance and purchase certain buses,  which buses will be managed and leased to
third parties by Pyramid; and

     WHEREAS,  Pyramid will retain a portion of the  resulting  lease income for
its management fee and remit the remainder to DW, which DW will then use to make
loan payments to Lender hereunder; and

     WHEREAS,  one condition to Lender's  agreement to extend credit to Borrower
is that Lender and Borrower must enter into a  comprehensive  agreement  setting
forth the terms and conditions of Borrower's term loan;

     NOW,  THEREFORE,  as an  inducement  to cause  Lender to  extend  credit to
Borrower, and for other valuable  consideration,  the receipt and sufficiency of
which are acknowledged, it is agreed as follows:


                                    ARTICLE I

                                   DEFINITIONS

     1.01 Terms Used. As used in this  Agreement,  the following  words have the
definitions indicated below unless context clearly requires otherwise:

     (a)  Affiliate shall mean with respect to any Person,  any other person:(i)
          which shares common ownership or control to any degree;  or (ii) which
          has an  ownership  interest  or control  in the former to any  degree.
          Additionally, in the case of natural Persons, immediate family members
          shall be deemed Affiliates;

     (b)  Business shall mean all of Borrower's assets,  both real and personal,
          tangible  and  intangible,  now  existing or  hereafter  acquired  and
          wherever  located and all of  Borrower's  current and future  business
          operations at all locations and jurisdictions;

     (c)  Business Day means any day on which Lender is open for business;

     (d)  Obligations,  as used herein,  shall mean all present and future debts
          and other  obligations  of  Borrower  to  Lender,  whether  arising by
          contract, tort, guaranty,  overdraft, or otherwise; whether or not the
          advances  or  events  creating  such  debts or other  obligations  are
          presently  foreseen;  whether such obligations were originally payable
          to Lender or are acquired by Lender from another person or entity; and
          regardless  of the  class of the debts or other  obligations,  be they
          otherwise  secured or unsecured.  The Obligations  shall  specifically
          include,   without   limitation,   the  indebtedness  and  obligations
          evidenced  by that  Promissory  Note of even date made by Borrower and
          payable  to the order of Lender in the  original  principal  amount of
          $1,240,000.00,   together   with   all   modifications,    amendments,
          extensions, renewals and increases thereof; and

     (e)  Person  means any  natural  person,  corporation,  partnership,  joint
          venture, association, trust or other legal entity.

     1.02  Accounting  Terms  and  Determinations.  Unless  otherwise  specified
herein,  all accounting  terms used herein shall be interpreted,  all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered  hereunder shall be prepared in accordance with generally  accepted
accounting principles as in effect from time to time, consistently applied.

                                   ARTICLE II

                               TERMS OF TERM LOAN

     2.01 Term Loan.  Concurrently with the execution of this Agreement,  Lender
shall make a term loan (the "Loan") to Borrower on the following terms:

     (a)  Amount.  The  principal  indebtedness  of Borrower to Lender under the
          Loan  shall be One  Million  Two  Hundred  Forty  Thousand  and No/100
          Dollars ($1,240,000.00);

     (b)  Interest Rate. The principal amount of the Loan outstanding shall bear
          interest at the variable rate equal to three hundred basis points,  or
          three percent (3.0%),  over the 30 day London  Interbank  Offered Rate
          ("LLBOR") as published  in The Wall Street  Journal  under the section
          entitled "Money Rates", as it may change from time to time;  provided,
          however,  at no time will the  interest  rate be less  than  seven and
          one-half  percent  (7.50%),  per annum,  nor  greater  than eleven and
          one-half  percent  (11.50%) per annum;  and further  provided,  that a
          higher  interest  rate  will  be  determined  by  Lender  in its  sole
          discretion  if both DW and  Pyramid do not  transfer  their  operating
          accounts to Lender  within thirty (30) business days after the closing
          date and maintain such accounts with Lender throughout the term of the
          Loan.  Interest  shall  be  calculated  based  upon a 360 day year and
          actual days  elapsed.  In no event shall the interest  rate charged on
          the Loan exceed the maximum rate  allowed  under  applicable  law. Any
          amounts paid in excess of the maximum  lawful rate shall be applied to
          reduce the  principal  amount hereof or shall be refunded to Borrower,
          at Lender's  election.  After maturity (by acceleration or otherwise),
          the principal amount under the Loan shall bear interest at the maximum
          lawful rate; (c)  Principal.  Interest and Final  Maturity.  Payments,
          inclusive  of both  principal  and  accrued  interest,  in the initial
          amount of  $16,120.07  each,  shall  become due on the 1st day of each
          successive  month,  beginning  on July 1,  2000.  The  amount  of each
          monthly  payment  is  subject  to  adjustment  and  reamortization  as
          necessary at the end of each  calendar  quarter to reflect any changes
          in the interest  rate.  All remaining  principal and accrued  interest
          under the Loan shall  become due and payable on June 1, 2003;  and (d)
          Prepayment.  Prepayment of principal or accrued  interest may be made,
          in whole or in part, at any time without penalty. Prepayments shall be
          applied to last  maturing  installments  and shall not reduce or defer
          payments next due.

     2.02  Use of  Proceeds.  The  proceeds  of the Loan  shall  only be used by
Borrower to refinance existing debt and to acquire a bus.

                                   ARTICLE Ill

                          ADDITIONAL CONDITIONS TO LOAN

     3.01 Documentation.  Concurrently with the execution hereof, Borrower shall
deliver to Lender the following  documents (the "Loan  Documents"),  in form and
substance acceptable to Lender:

     (a)  This Agreement;

     (b)  Promissory  Note  made by  Borrower  in the  principal  amount  of One
          Million Two Hundred Forty Thousand and No/100 Dollars  ($1,240,000.00)
          payable to the order of Lender;

     (c)  Security  Agreement granting Lender a first priority security interest
          in five (5) luxury  motor  coaches as further  described in Exhibit A,
          attached  hereto,  together with Borrower's  delivery to Lender of the
          original  certificates  of title or, as to the one certain coach which
          is being  purchased  by DW with the  proceeds  of this Loan,  evidence
          satisfactory  to  Lender  in its sole  discretion  that  the  original
          certificate  of title showing no  unreleased  liens and a bill of sale
          together  therewith  will be  immediately  forwarded  to Lender by the
          current owner of said coach upon said owner's  receipt of the purchase
          price;

     (d)  Unconditional and Continuing  Guaranty  Agreements executed by Timothy
          S. Durham, Terry G. Whitesell and Julia Whitesell, respectively. (each
          individually referred to as a "Guarantor" and collectively referred to
          herein as the "Guarantors");

     (e)  Clean Certificate of Pyramid's Existence under Tennessee law issued by
          the  Tennessee  Secretary of State;  (f)  Certified  Copy of Pyramid's
          Corporate  Charter and  Amendments  (if any),  issued by the Tennessee
          Secretary of State;

     (g)  Certified   copy  of  Resolution  of  Pyramid's   Board  of  Directors
          authorizing  a named  officer of Pyramid to enter into this  Agreement
          and to execute all related documents on Pyramid's behalf;

     (h)  Clean  Certificate of DW's Good Standing under  Mississippi law issued
          by the Mississippi Secretary of State;

     (i)  Certified  Copy of DW's Articles of  Organization  and  Amendments (if
          any), issued by the Mississippi Secretary of State;

     (j)  Certified  copy of the  Resolution of DW's Members  authorizing a name
          officer of DW to enter into this  Agreement and to execute all related
          documents on DW's behalf; and

     (k)  Closing Statement listing disbursements for all closing expenses.

     3.02 No  Material  Changes.  As of the time of  closing,  there  shall have
occurred no material adverse change in the financial condition,  operations,  or
prospects of any party liable for the  Obligations  or affecting any  collateral
therefor.

                                   ARTICLE IV

                            WARRANTIES AND COVENANTS

     4.01  Capacity.  Pyramid  warrants  that  it is  and  shall  remain  a duly
organized  Tennessee  corporation  in good standing under the laws of Tennessee,
and that Pyramid is and shall remain duly qualified to do business in each state
other than Tennessee in which qualification is necessary.  Pyramid warrants that
its execution of and performance  under this Agreement and all related documents
are permitted  under and will not violate any provision of Pyramid's  Charter or
By-Laws.   Pyramid  further   warrants  that  the  execution  of  all  necessary
resolutions and other prerequisites of corporate action have been duly performed
so that the individual  executing this Agreement and related documents on behalf
of Pyramid is duly authorized to bind Pyramid by his signature. By signing below
on behalf of Pyramid,  the  individual  executing  this  Agreement  on behalf of
Pyramid  also  personally  makes  the  warranties  set  forth  in the  preceding
sentence.

     DW  warrants  that it is and  shall  remain  a duly  organized  Mississippi
limited  liability  company in good standing under the laws of Mississippi,  and
that DW is and shall  remain duly  qualified  to do business in each state other
than  Mississippi  in which  qualification  is  necessary.  DW warrants that its
execution of and performance  under this Agreement and all related documents are
permitted  under  and  will  not  violate  any  provision  of  DW's  Article  of
Organization or Operating  Agreement.  DW further warrants that the execution of
all necessary  resolutions and other  prerequisites  of company action have been
duly  performed so that the  individual  executing  this  Agreement  and related
documents on behalf of DW is duly  authorized  to bind DW by his  signature.  By
signing below on behalf of DW, the individual executing this Agreement on behalf
of DW also personally makes the warranties set forth in the preceding sentence.

     4.02 No  Subsidiaries.  Each  Borrower  warrants  that it presently  has no
subsidiaries or interests in any partnership or other business entity,  and each
Borrower  covenants  that it will  not  hereafter  acquire  stock  of any  other
privately held  corporation or acquire an equity  interest in any other business
entity, except for publicly traded companies, without the prior written approval
of Lender.

     4.03  Corporate  Records.  Each  Borrower  covenants  to  maintain  current
corporate  minute books and stock  ledgers and agrees to allow Lender to inspect
the same at any time.

     4.04 ERISA.  Neither  Borrower  has  incurred nor shall it incur a material
accumulated  funding  deficiency  within the meaning of the Employee  Retirement
Income  Security  Act of 1974,  as amended  ("ERISA")  and has not  incurred any
material liability to the Pension Benefit Guaranty Corporation established under
ERISA (or any successor  thereto under ERISA) in connection  with any retirement
plan, and no reportable event has occurred and is continuing or shall occur with
respect to any such plans.

     4.05 Books and Records. Each Borrower covenants to maintain financial books
and  records  in  accordance  with  generally  accepted  accounting  principles,
consistently applied, and to allow Lender to inspect such records at any time.

     4.06  Insurance.   In  addition  to  any  specific  insurance  requirements
contained herein or in any other document  pertaining to the  Obligations,  each
Borrower agrees to generally  maintain  adequate  insurance against casualty and
liability losses in accordance with customary practices in each Borrower's field
of  enterprise.  Each  Borrower  agrees  to  provide  Lender  with  proof of the
existence of such insurance  upon demand,  and with prompt written notice of any
casualty or liability loss.

     4.07 Chief  Executive  Office.  Each  Borrower  warrants  that the  address
designated  herein  to which  notices  are to be sent to each  Borrower  is each
Borrower's  chief  executive  office.  Each Borrower  agrees to notify Lender in
writing of any change thereof and agrees that the same shall not in any event be
moved outside the present county in which it is located  without  Lender's prior
written consent.

     4.08 No Defaults  Under  Other  Agreements.  Each  Borrower  warrants  that
neither Borrower nor, to the best of each Borrower's knowledge, information, and
belief,  any other party  thereto is presently in default  under or in breach of
any contract or agreement to which either Borrower is a party,  and no condition
presently exists which, with the giving of notice, the passing of time, or both,
would cause such a default or breach.

     4.09  Disclosure of  Litigation.  Each  Borrower  warrants that each is not
presently  a party to any  pending  litigation,  arbitration  or  administrative
proceeding  or the subject of any  investigation;  that there is no  litigation,
arbitration or administrative  proceeding or investigation  either threatened or
likely to be instituted in which Borrower will be a party; that neither Borrower
is subject to any outstanding  court or  administrative  order; and that, to the
best of each Borrower's knowledge,  information and belief, no facts exist which
give rise to claims by third parties  against either Borrower which have not yet
been asserted.  Each Borrower  covenants to give Lender prompt written notice of
any litigation, arbitration, administrative proceeding or investigation that may
hereafter be instituted or threatened in which either Borrower would be a party,
whether or not Borrower's  liability under such  proceeding  would be covered by
insurance.

     4.10  Indemnity.  Borrower does hereby agree to save,  indemnify,  and hold
harmless Lender from and against any and all claims, expenses, costs, demands or
liabilities whatsoever, including reasonable attorneys' fees, resulting from, or
in any way related to, the foregoing representations and warranties.

     4.11 Financial Statements.

     (a)  Warranties.  Borrower warrants that all financial statements delivered
          to Lender in  connection  with the  Obligations  have been prepared in
          accordance with sound accounting principles, consistently applied, and
          are true, accurate and complete in every respect. Without limiting the
          foregoing,  Borrower warrants that such financial  statements disclose
          all  known  contingent  liabilities  as  well as  direct  liabilities.
          Borrower  acknowledges that Lender has advanced (or shall advance) the
          Obligations in reliance upon such financial  statements,  and Borrower
          warrants that no material adverse change has occurred in the financial
          condition  of any  person or  entity  as set  forth in such  financial
          statements.  Borrower  warrants  that  Borrower  has good and absolute
          title to the assets disclosed on Borrower's balance sheet disclosed to
          Lender,   subject  only  to  liens,   security   interests  and  other
          encumbrances  securing  liabilities listed thereon;  and

     (b)  Reporting Requirements.  Borrower covenants to furnish to Lender, upon
          demand,  copies of  Borrower's  tax returns and  additional  financial
          statements  in form and  substance  acceptable  to Lender.  Lender may
          require that any such financial statements be reviewed,  at Borrower's
          expense, by a certified public accountant acceptable to Lender. Lender
          may require that any  accountant  who  reviews,  compiles or certifies
          such financial  statements  expressly  acknowledge  Lender's  reliance
          thereon;

Without  limiting the  foregoing,  Borrower  agrees to provide  Lender,  without
demand, the following:

          (i)  On or before 90 days  after the end of each  fiscal  year of each
               Borrower,   each  Borrower's  financial  statements  as  well  as
               consolidated  financial  statements for both  Borrowers  jointly,
               audited by a Certified  Public  Accountant  acceptable to Lender;

          (ii) On or before 10 days after the end of each calendar  month,  each
               Borrower  shall  deliver  to Lender  each  Borrower's  internally
               prepared financial statements,  as well as consolidated financial
               statements for both Borrowers  jointly,  including  balance sheet
               and income  statement,  all of which shall be certified to Lender
               by each Borrower's president or managing member as applicable;

          (iii)Within  5 days of the  applicable  filing  date,  and in no event
               later than August 20, copies of each  Borrower's  tax returns for
               such ended calendar year; and

          (iv) On or before 120 days after the end of each calendar  year,  each
               Guarantor's  current personal financial  statements and copies of
               each  Guarantor's  personal  tax returns for such ended  calendar
               year.

     4.12 Notice of Changes in Financial  Condition and Defaults.  Each Borrower
covenants to give Lender prompt  written notice of (i) the creation or discovery
of any material additional  contingent  liability or the occurrence of any other
material adverse change in the financial  condition of either Borrower or of any
guarantor or other person or entity presently or hereafter liable for payment of
all or part of the  Obligations,  and  (ii)  the  occurrence  of any  event,  or
presence of any condition,  which  constitutes a default hereunder or which with
the giving of notice,  the passing of time, or both, would constitute a default.
DW  represents  that its fiscal  year is January 1 to  December  31; and Pyramid
represents  that its fiscal year is January 1 to  December 31 and each  Borrower
covenants  that it will not change its fiscal year without  obtaining  the prior
written consent of Lender.

     4.13  Contracts of Sale.  Borrower  covenants to provide Lender with prompt
written  notice of all future  contracts for sale of any of the assets listed on
Exhibit  A,  cancellation  of  any  such  existing  contracts  of  sale,  or the
occurrence  of a material  breach of any such  contract  for sale,  whether such
contract is  currently  existing or hereafter  executed,  and whether the breach
occurs on the part of Borrower or any other party.

     4.14 No Unpaid  Taxes.  Each  Borrower  warrants  that neither  Borrower is
presently  delinquent  in the payment of any taxes  imposed by any  governmental
authority  or in the  filing of any tax  return  and that  neither  Borrower  is
involved  in a dispute  with any taxing  authority  over tax amounts  due.  Each
Borrower  covenants  that all future  taxes due from  either  Borrower  shall be
timely paid and that all tax returns required of either Borrower shall be timely
filed.

     4.15 Ownership of Patents.  Licenses.  Etc. Each Borrower  warrants that it
owns all licenses,  permits,  franchises,  registrations,  patents,  copyrights,
trademarks,  tradenames or service  marks,  or the rights to use the  foregoing,
that are necessary for the continued operation of either Borrower's business.

     4.16 No Untrue or  Misleading  Representations.  Borrower  warrants that no
information,  exhibit  or  report  furnished  to  Lender  nor any  statement  or
representation  made by Borrower to Lender in  connection  with the  Obligations
contains any untrue statement of material fact or omits to state a material fact
necessary to make the foregoing not misleading.

     4.17  Compliance  with Law.  Borrower-  warrants that  Borrower's  business
activities are conducted in accordance  with all applicable  federal,  state and
local laws and regulations,  specifically  including,  without  limitation,  the
Americans with  Disabilities  Act, and all state and local building,  zoning and
sanitary codes, and Borrower covenants that such activities shall continue to be
so conducted.

     4.18  Assistance  in  Litigation.  Borrower  covenants  to,  upon  request,
cooperatively  participate in any proceeding in which Borrower is not an adverse
party to Lender and which concerns  Lender's rights regarding the Obligations or
any collateral securing its payment.

     4.19 Security  Interest:  Setoff. In order to further secure the payment of
the Obligations,  Borrower hereby grants to Lender a security interest and right
of setoff  against  all of  Borrower's  presently  owned or  hereafter  acquired
monies,  items,  credits,  deposits and instruments  (including  certificates of
deposit)  presently or hereafter in the possession of Lender. By maintaining any
such accounts or other property at Lender,  Borrower  acknowledges that Borrower
voluntarily  subjects  the  property to Lender's  rights  hereunder.  Lender may
exercise its rights under this Paragraph without prior notice following default.
Borrower  agrees  that  Lender  shall  not be  liable  for the  dishonor  of any
instrument resulting from Lender's exercise of its rights under this Paragraph.

     4.20 Expenses. Upon demand, Borrower will advance to Lender or, at Lender's
option, reimburse Lender for, the following expenses:

          (a)  Taxes.  All taxes that  Lender may be  required to pay because of
               the  Obligations or because of Lender's  interest in any property
               securing the payment of the  Obligations,  except for taxes based
               upon the general income of Lender;

          (b)  Administration.  All expenses that Lender may incur in connection
               with the preparation, execution, or enforcement of this Agreement
               or of any other document pertaining to the Obligations;

          (c)  Protection  of  Collateral.  All costs of  preserving,  insuring,
               preparing for sale (whether by improvement,  repair or otherwise)
               or selling any collateral securing the Obligations;

          (d)  Costs  of  Collection.   All  court  costs  and  other  costs  of
               collecting any debt,  overdraft or other  obligation  included in
               the  Obligations,   including  compensation  for  time  spent  by
               employees of Lender;

          (e)  Litigation. All costs arising from any litigation, investigation,
               or  administrative  proceeding  (whether or not Lender is a party
               thereto) that Lender may incur as a result of the  Obligations or
               as a result of Lender's association with Borrower, including, but
               not limited to, expenses  incurred by Lender in connection with a
               case or proceeding  involving  Borrower  under any chapter of the
               Bankruptcy Code or any successor statute thereto; and

          (f)  Attorneys Fees. Reasonable attorneys' fees incurred in connection
               with any of the foregoing.

If Lender pays any of the  foregoing  expenses,  they shall become a part of the
Obligations  and shall  bear  interest  at the  highest  lawful  rate,  which is
currently 24% per annum.  This Paragraph shall remain in full effect  regardless
of the full  payment  of the  Obligations,  the  purported  termination  of this
Agreement,  the delivery of the executed original of this Agreement to Borrower,
or the  content or accuracy  of any  representation  made by Borrower to Lender;
provided,  however,  Lender  may  terminate  this  Paragraph  by  executing  and
delivering  to  Borrower  a  written  instrument  of  termination   specifically
referring to this Paragraph.

     4.21  Further   Assurances.   Borrower  covenants  to  execute  such  other
assignments,  security  agreements,  financing  statements,  and other documents
and/or pay such  necessary  expenses  that Lender may deem  necessary to further
evidence the obligations  provided for herein or to perfect,  extend, or clarify
Lender's rights in any property  securing or intended to secure the Obligations.
Lender is hereby  appointed as  Borrower's  attorney-in-fact  for the signing of
such  documents.  Borrower  acknowledges  that this power of attorney is coupled
with an interest and is irrevocable.

     4.22 Estoppel Letters.  Borrower  covenants to provide Lender,  within five
(5) days after  request,  an  estoppel  letter  stating  (i) the  balance of the
Obligations,   (ii)  whether  Borrower  has  any  defenses  to  payment  of  the
Obligations, and (iii) the nature of any defenses to payment of the Obligations.
Such balance as presented  for  confirmation  and the  nonexistence  of defenses
shall be  presumed  if  Borrower  fails to respond to such a request  within the
required period.

     4.23 Default Certificates.  Borrower covenants to deliver to Lender, within
two  (2)  business  days  after  request,  the  certificate  of  Borrower  or of
Borrower's appropriate  representative (as specified by Lender) stating whether,
to the best of the  person's  knowledge,  information,  and belief and after due
investigation,  a default exists under this  Agreement.  The  certificate  shall
describe with particularity any default and shall address with particularity any
circumstances or subjects described by Lender in its request.

     4.24 Recitals.  Borrower warrants and agrees that the recitals set forth at
the beginning of this Agreement are true.

     4.25 No Burdensome  Agreements.  Borrower warrants that, to the best of its
knowledge,  information  and belief,  Borrower is not a party to any contract or
agreement and is not subject to any contingent liability that does or may impair
Borrower's  ability  to  perform  under  the terms of this  Agreement.  Borrower
further  warrants that the execution and  performance of this Agreement will not
cause a  default,  acceleration  or other  event  under  any other  contract  or
agreement to which Borrower or any property of Borrower is subject, and will not
result in the  imposition  of any  charge,  penalty,  lien or other  encumbrance
against any of Borrower's property, except in favor of Lender.

     4.26 Legal and Binding  Agreement.  Borrower  warrants that the  execution,
delivery  and  performance  of this  Agreement  will not violate any judicial or
administrative order or governmental law or regulation,  and that this Agreement
is valid, binding and enforceable in every respect according to its terms.

     4.27 No Consent  Required.  Borrower  warrants that  Borrower's  execution,
delivery and  performance of this Agreement do not require the consent of or the
giving of notice to any third  party  including,  but not  limited to, any other
lender, governmental body or regulatory authority.

     4.28 No  Default.  Borrower  warrants  that,  as of the  execution  of this
Agreement,  no default exists hereunder and no condition exists which,  with the
giving of notice, the passing of time, or both, would constitute such a default.

     4.29 Negative  Covenants.  Without Lender's prior written consent,  neither
Borrower shall do any of the following:

          (a)  Distributions.  Declare  a  distribution  or  dividend  (of cash,
               property,  stock or financial rights) in excess of net profit for
               any fiscal year;

          (b)  Reorganization.  Enter into any agreement to merge,  consolidate,
               or otherwise reorganize or recapitalize;

          (c)  Change  of  Business.  Engage  in any  business  other  than  the
               business presently engaged in by Borrower;

          (d)  Disposition of Assets.  Sell or otherwise  transfer a substantial
               amount of its assets;

          (e)  Change in Ownership or Management. Change the identity of company
               majority ownership or management,  including, without limitation,
               any change in the occupancy of the  positions of president,  vice
               president,  secretary,  treasurer,  chief  executive  officer and
               managing members;

          (f)  Insider Contracts.  Enter into or permit to exist any management,
               consulting or employment  contract or other contract  (except for
               those  terminable  without  premium or penalty  upon no more than
               sixty  (60)  days  notice)  with any  director,  shareholder,  or
               officer of Borrower, except for Jennifer George;

          (g)  Amendments.  Amend  its  corporate  Charter  or  By-Laws  or  its
               Articles of Organization or Operating Agreement;

          (h)  Guaranties.  Guarantee any  obligations  of any other business or
               individual;

          (i)  Loans. Make any loan to any other party,  except for the granting
               of unsecured trade credit in the ordinary course of business;

          (j)  Additional Locations. Open any additional offices; and

          (k)  Action Outside Ordinary Course. Take any other action outside the
               ordinary course of its business.

     4.30 Financial  Covenants.  Borrower shall maintain the following financial
requirement  as determined  in accordance  with  Generally  Accepted  Accounting
Principles  ("GAAP"),  to be calculated  monthly on a rolling twelve month basis
(except  throughout  calendar year 2000,  which will be calculated on the months
that Borrower has been in existence)  and on a  consolidated  basis based on the
consolidated financial statements provided to Lender by Borrower:

Debt Coverage Ratio. Borrower's Consolidated Debt Coverage Ratio, defined as the
ratio of (i)  consolidated  earnings before  interest,  taxes,  depreciation and
amortization  expense to (ii) the sum of consolidated current maturities of long
term debt plus consolidated interest expense,  shall not fall below 1.30 to 1.00
throughout the term of the Loan.


                                    ARTICLE V

                              DEFAULTS AND REMEDIES

     5.01 Default  Defined.  The  occurrence of any one or more of the following
events shall constitute a default under this Agreement:

          (a)  Monetary  Default.  The  failure  of  Borrower  to timely pay any
               amount  due  Lender  under  the  Obligations  or under  any other
               obligation to Lender;

          (b)  Breach of Covenant. The failure of Borrower or any other party to
               perform or observe any  obligation  or covenant made with respect
               to the Obligations;

          (c)  Breach of Warranty. Lender's discovery that any representation or
               warranty   made  in  connection   with  this   Agreement  or  the
               Obligations is materially false;

          (d)  Default Under Other  Document.  The occurrence of a default under
               the terms of any  document  evidencing,  securing,  or  otherwise
               pertaining to the Obligations;

          (e)  Hazardous  Waste  Liability.  The incurrence of any liability for
               hazardous  waste for which  either  Borrower is  responsible  for
               cleaning  up,  if  such   cleanup   liability  is  in  excess  of
               $25,000.00; and

          (f)  The decline in the market value of unencumbered  liquid assets of
               all Guarantors jointly to an amount less than $500,000.00.

     5.02  Remedies Upon Default.  Upon the  occurrence of a default  hereunder,
Lender may exercise any or all of the following remedies:

          (a)  Security  Documents.  Lender may  exercise  any right that it may
               have under any document evidencing or securing the Obligations;

          (b)  Setoff.  Lender  may  exercise  its lien upon and right of setoff
               against any monies, items, credits,  deposits or instruments that
               Lender may have in its possession and which belong to Borrower or
               to any other  person or entity  liable for the  payment of any or
               all of the Obligations;

          (c)  Other Remedies. Lender may exercise any right that it may have at
               law or equity; and

          (d)  Application  of  Proceeds.  All  amounts  received  by Lender for
               Borrower's account by exercise of its remedies hereunder shall be
               applied  as  follows:  First,  to the  payment  of  all  expenses
               incurred by Lender in exercising its rights hereunder,  including
               attorney's fees, and any other expenses due Lender from Borrower;
               Second,   to  the  payment  of  all  interest   included  in  the
               Obligations,  in such order as Lender may  elect;  Third,  to the
               payment of all  principal  included in the  Obligations,  in such
               order as Lender may elect;  and  Fourth,  surplus to  Borrower or
               other party entitled thereto.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     6.01 Consent to Jurisdiction.  Borrower hereby irrevocably  consents to the
jurisdiction  of the United  States  District  Court for the Middle  District of
Tennessee  and of  all  Tennessee  state  courts  sitting  in  Davidson  County,
Tennessee,  for the purpose of any litigation to which Lender may be a party and
which  concerns this  Agreement or the  Obligations.  It is further  agreed that
venue for any such action shall lie exclusively  with courts sitting in Davidson
County, Tennessee, unless Lender agrees to the contrary in writing.

     6.02 Not Partners:  No Third Party Beneficiaries.  Nothing contained herein
or in any  related  document  shall be  deemed to  render  Lender a  partner  of
Borrower for any purpose.  This Agreement has been executed for the sole benefit
of  Lender,  and no third  party is  authorized  to rely  upon  Lender's  rights
hereunder  or to rely upon an  assumption  that Lender has or will  exercise its
rights under this Agreement or under any document referred to herein.

     6.03 No  Marshalling  of Assets.  Lender  may  proceed  against  collateral
securing the Obligations and against parties liable therefor in such order as it
may elect, and neither Borrower nor any surety or guarantor for Borrower nor any
creditor of Borrower shall be entitled to require Lender to marshall assets. The
benefit of any rule of law or equity to the contrary is hereby expressly waived.

     6.04 Impairment of Collateral. Lender may, in its sole discretion,  release
any collateral  securing the  Obligations or release any party liable  therefor.
The defenses of  impairment  of  collateral  and  impairment of recourse and any
requirement  of diligence on Lender's part in  collecting  the  Obligations  are
hereby waived.

     6.05 Regulation U. Borrower  warrants that none of the proceeds of the loan
evidenced  by the Note will be used to  purchase  or carry  "margin  stock,"  as
defined in Regulation / U issued by the Federal Reserve Board.

     6.06 Business  Days. If any payment date under the  Obligations  falls on a
day that is not a  business  day of  Lender,  or if the  last day of any  notice
period falls on such a day, the payment shall be due and the notice period shall
end on the following Lender business day.

     6.07 Notices. Any communications concerning this Agreement or the credit(s)
described herein shall be addressed as follows:

                  As to Borrower:       Pyramid Coach, Inc.
                                        1219 New Hope Road
                                        Joelton, Tennessee 37080
                                        Attn:  Timothy S. Durham

                                        DW Leasing Company, LLC
                                        631 Lakeland East Drive
                                        Flowood, Mississippi 39208
                                        Attn:  Timothy S. Durham

                  With a copy to:       Durham Whitesell and Associates
                                        111 Monument Circle, Suite 3680
                                        Indianapolis, Indiana 46204
                                        Attn:  Timothy S. Durham

                  As to Lender:         Regions Bank
                                        315 Union Street
                                        Nashville, Tennessee 37210
                                        Attn:  Michael F. Sparta

                  With a copy to:       David B. Gray, Attorney
                                        Hix Gray & Dennen, PLLC
                                        315 Deaderick Street
                                        Suite 1620 AmSouth Center
                                        Nashville, Tennessee 37238

Communications  shall be  effective  when  set  forth in  writing  and  actually
received or when set forth in writing and mailed (postage  prepaid) or delivered
to the receiving  party's address stated above. Any party may change its address
for receipt of notices by submitting the change in writing to the other party.

     6.08 Participations.  Lender may, from time to time, in its sole discretion
and without notice to Borrower, sell participations in any credit subject hereto
to such other investors or financial  institutions  as it may elect.  Lender may
from time to time disclose to any  participant or prospective  participant  such
information  as Lender may have regarding the financial  condition,  operations,
and prospects of Borrower.

     6.09 Notice to Lender Upon Perceived Breach. Borrower agrees to give Lender
written  notice of any  action or  inaction  by Lender in  connection  with this
Agreement or the Obligations  that Borrower  believes may be actionable  against
Lender or a defense to payment  for any reason,  including,  but not limited to,
commission  of a tort or  violation of any  contractual  duty or duty implied by
Law.  Borrower  agrees  that  unless  such  notice is duly given as  promptly as
possible (and in any event within ten (10) days ) after  Borrower  learns of any
such action or inaction,  Borrower shall not assert against Lender, and Borrower
shall be deemed to have waived, any claim or defense arising therefrom.

     6.10 Incorporation of Exhibits.  All Exhibits referred to in this Agreement
are incorporated herein by this reference.

     6.11  Indulgence  Not Waiver.  Lender's  indulgence  in the  existence of a
default  hereunder or any other departure from the terms of this Agreement shall
not prejudice  Lender's  rights to declare a default or otherwise  demand strict
compliance with this Agreement.

     6.12 Cumulative  Remedies.  The remedies  provided Lender in this Agreement
are not  exclusive of any other  remedies  that may be available to Lender under
any other document or at law or equity.

     6.13 Amendment and Waiver in Writin2. No provision of this Agreement can be
amended or waived,  except by a statement in writing signed by the party against
which enforcement of the amendment or waiver is sought.

     6.14  Assignment.  This  Agreement  shall be binding  upon and inure to the
benefit of the respective heirs,  successors and assigns of Borrower and Lender,
except that  Borrower  shall not assign any rights or delegate  any  obligations
arising  hereunder  without the prior written  consent of Lender.  Any attempted
assignment or delegation by Borrower without the required prior consent shall be
void.

     6.15 Entire  Agreement.  This  Agreement and the other  written  agreements
between Borrower and Lender  represent the entire agreement  between the parties
concerning  the  subject  matter  hereof,  and all oral  discussions  and  prior
agreements  are merged  herein.  Provided,  if there is a conflict  between this
Agreement  and any  other  document  executed  contemporaneously  herewith  with
respect  to the  Obligations,  the  provision  most  favorable  to Lender  shall
control.

     6.16  Severability.  Should any  provision of this  Agreement be invalid or
unenforceable  for any reason,  the remaining  provisions hereof shall remain in
full effect.

     6.17 Time of  Essence.  Time is of the essence of this  Agreement,  and all
dates and time periods specified herein shall be strictly observed,  except that
Lender may permit specific deviations therefrom by its written consent.

     6.18.  Waiver of Trial By Jury. The parties hereto waive any right to trial
by jury of any claim, demand, action or cause of action (1) arising hereunder or
any other instrument,  document or agreement executed or delivered in connection
herewith or in connection with the Obligations, or (2) in any way connected with
or related or  incidental  to the dealings of the parties  hereto or any of them
with respect hereto or any other instrument,  document or agreement  executed or
delivered in connection  herewith or in connection with the Obligations,  or the
transactions  related  hereto or thereto,  in each case  whether now existing or
hereafter  arising,  and whether sounding in contract or tort or otherwise;  and
each party hereby  agrees and consents  that any such claim,  demand,  action or
cause of action  shall be decided by court  trial  without a jury,  and that any
party hereto may file an original counterpart or a copy of this section with any
court as written  evidence of the consent of the parties hereto to the waiver of
their right to trial by jury.

     6.19  Applicable  Law. The validity,  construction  and enforcement of this
Agreement and all other documents executed with respect to the Obligations shall
be  determined  according  to the  laws of  Tennessee  applicable  to  contracts
executed and performed entirely within that state, in which state this Agreement
has been executed and delivered.

     6.20 Gender and Number. Words used herein indicating gender or number shall
be read as context may require. All agreements, representations,  warranties and
covenants   made  herein  by  Borrower  are  expressly  made  by  each  Borrower
individually and both Borrowers jointly, and all liability of Borrower hereunder
is joint and several as to Pyramid and DW.

     6.21 Captions Not Controlling.  Captions and headings have been included in
this Agreement for the convenience of the parties, and shall not be construed as
affecting the content of the respective paragraphs.

EXECUTED the date first written above.

                    THE UNDERSIGNED  ACKNOWLEDGE A THOROUGH UNDERSTANDING OF THE
                    TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND THEREBY:

                    REGIONS BANK, Lender

                    By: ___________________________________________________

                    Title: ________________________________________________

                    PYRAMID COACH, INC., Borrower

                    By: ___________________________________________________
                        TIMOTHY S. DURHAM, President

                    DW LEASING COMPANY, LLC, Borrower


                    By: ___________________________________________________
                        TIMOTHY S. DURHAM, Member


                    By: ___________________________________________________
                        TERRY G. WHITESELL, Member



<PAGE>


                                    EXHIBIT A


Five (5) luxury motor coaches with vehicle identification numbers as follows:

1996 Prevost Conversion                   VIN #2PCE3349XT1025889
1996 Eagle 15-45 Conversion               VIN #1EUBM6A12TB004086
1995 Eagle 15-45 Conversion               VIN #1EUBM6A13SBOO4O63
1996 Eagle 15-45 Conversion               VIN #1EUBM6A13TBOO4O81
1997 Eagle 15-45 Conversion               VIN #LEUBM6A12VB004091



<PAGE>


                                 PROMISSORY NOTE
  $1,240,000.00                                            As of June 1, 2000


     FOR VALUE  RECEIVED,  Pyramid  Coach,  Inc.  and DW  Leasing  Company,  LLC
("Makers")  jointly and severally promise to pay to the order of Regions Bank, a
banking corporation ("Payee"), the sum of One Million Two Hundred Forty Thousand
and  No/100  Dollars  ($1,240,000.00),  together  with  interest  thereon at the
variable rate of equal to three hundred  basis points,  or three percent  (3.0%)
over the 30 day London Interbank Offered Rate ("LIBOR") as published in The Wall
Street Journal under the section  entitled "Money Rates",  as it may change from
time to time; provided,  however, at no time will the interest rate be less than
seven and  one-half  percent  (7.50%),  per annum,  nor greater  than eleven and
one-half percent (11.50%) per annum.  Payments,  inclusive of both principal and
accrued interest,  in the initial amount of $16,120.07 each, shall become due on
the 1S~ day of each successive  month,  beginning on July 1, 2000. The amount of
each payment is subject to adjustment and reamortization as necessary at the end
of each  calendar  quarter to reflect  any  changes in the  interest  rate.  All
remaining  principal  and accrued  interest  under the Note shall become due and
payable on June 1, 2003.

     Interest hereunder shall be calculated based upon a 360 day year and actual
days elapsed.  The interest  rate  required  hereby shall not exceed the maximum
rate  permissible  under  applicable law, and any amounts paid in excess of such
rate shall be applied to reduce the principal amount hereof or shall be refunded
to Makers, at the option of the holder of this Note.

     All amounts  due under this Note are payable at par in lawful  money of the
United  States  of  America,  at the  principal  place of  business  of Payee in
Nashville,  Tennessee,  or at such other  address  as the Payee or other  holder
hereof (herein "Holder") may direct.

     Any  payment  not made  within  fifteen  (15)  days of its due date will be
subject  to  assessment  of a late  charge  equal to five  percent  (5%) of such
payment or such lesser amount as permitted by applicable law.  Holder's right to
impose a late charge does not evidence a grace period for the making of payments
hereunder.

     The occurrence of any of the following shall constitute an event of default
under this Note: (a) the failure of any Maker to make any payment when due under
this or any other  obligation  to Holder  (time is of the essence of this Note);
(b) the  institution of proceedings by any Maker under any state  insolvency law
or under any federal bankruptcy law; (c) the institution of proceedings  against
any Maker under any state insolvency law or under any federal bankruptcy law, if
such  proceedings  are not dismissed  within  thirty (30) days;  (d) any Maker's
becoming insolvent or generally failing to pay its debts as they become due; (e)
the discovery by Holder that any Maker has made a material  misrepresentation of
financial  condition  in any oral or written  statement  made to any  present or
previous Holder; (t) the instigation of legal proceedings  against any Maker for
the  violation  of a  criminal  statute  or for  failure to pay state or federal
taxes;  (g) the decline of the market  value of  collateral  securing  this Note
below  the  amount  outstanding  hereunder,   unless  Makers  tender  sufficient
additional  collateral  acceptable to Holder;  (h) the issuance of an attachment
against property of any Maker unless removed,  by bond or otherwise,  within ten
(10) days;  (i) the entry of a final  judgment  against  any Maker that  remains
unsatisfied for five (5) days after  execution may first issue;  (j) any Maker's
liquidation or cessation of business; (k) the occurrence of a material change in
the control or ownership of any Maker; (1) the occurrence of a default under the
terms of any loan  agreement,  security  agreement,  deed of trust,  or  similar
document to which any Maker is a party or to which any  property  securing  this
Note is subject; (in) if any Maker is an individual,  the death, adjudication of
insanity of, or  appointment of a conservator  for, such Maker,  or such Maker's
becoming  a party to a  divorce  proceeding;  (n) the  occurrence  of any of the
foregoing  with regard to any surety,  guarantor,  endorser,  or other person or
entity  primarily  or  secondarily  liable for the  payment of the  indebtedness
evidenced  by this  Note;  (o) any  material  adverse  change  in the  financial
condition of any Maker or Guarantor of this Note;  or (p) the  occurrence of any
event or presence  of any  condition  that  causes  Holder in good faith to feel
insecure  regarding the likelihood of its receiving orderly and complete payment
according to the terms of this Note.

     Upon the occurrence of an event of default,  as defined above,  Holder may,
at its option and without  notice,  declare all principal and interest  provided
for under this Note,  and any other  obligations of any or all Makers to Holder,
to be presently due and payable,  and Holder may enforce any remedies  available
to Holder under any documents  securing or evidencing such  obligations.  Holder
may waive any  default  before or after it occurs and may  restore  this Note in
full  effect  without  impairing  the right to declare  it due for a  subsequent
default,  this right being a continuing one. Upon default,  the remaining unpaid
principal  balance of the  indebtedness  evidenced  hereby and all  expenses due
Holder shall bear interest at the highest rate permissible under applicable law.

     All amounts received for payment of this Note shall be first applied to any
expenses due Holder under this Note or under any other  documents  evidencing or
securing  obligations  of any Maker to  Holder,  then to accrued  interest,  and
finally to the  reduction  of  principal.  Prepayment  of  principal  or accrued
interest  may be made,  in whole or in part,  at any time without  penalty.  Any
prepayment(s)  shall reduce the final  payment(s)  and shall not reduce or defer
installments next due.

     This Note may be freely transferred by Holder.

     Makers and all  sureties,  guarantors,  endorsers and other parties to this
instrument hereby consent to any and all renewals,  waivers,  modifications,  or
extensions of time (of any duration)  that may be granted by Holder with respect
to this  Note and  severally  waive  demand,  presentment,  protest,  notice  of
dishonor,  and all other  notices  that might  otherwise be required by law. All
parties  hereto  waive the defense of  impairment  of  collateral  and all other
defenses of suretyship.

     Makers'  performance  under this Note is secured  by various  property,  as
further  described in that Loan  Agreement  of even date  executed by Makers and
Payee, pursuant to which this Note is executed.

     Makers and all sureties,  guarantors,  endorsers  and other parties  hereto
agree to pay  reasonable  attorneys'  fees and all court and  other  costs  that
Holder may incur in the course of efforts to collect the debt  evidenced  hereby
or to protect Holder's interest in any collateral securing the same.

     The validity and construction of this Note shall be determined according to
the laws of Tennessee  applicable to contracts  executed and performed with that
state.  If any  provision  of this Note  should  for any  reason be  invalid  or
unenforceable, the remaining provisions hereof shall remain in full effect.

     The  provisions of this Note may be amended or waived only by instrument in
writing signed by the Holder and Makers and attached to this Note.

     Words used herein  indicating gender or number shall be read as context may
require.



                                  PYRAMID COACH, INC., Maker


                                  By:_______________________________________
                                        TIMOTHY S. DURHAM, President


                                  DW LEASING COMPANY, LLC, Maker


                                  By:_______________________________________
                                        TIMOTHY S. DURHAM, Member


                                  By:_______________________________________
                                        TERRY G. WHITESELL, Member




<PAGE>


                           VEHICLE SECURITY AGREEMENT

     This Vehicle Security Agreement ("Agreement") entered into as of the
1st day of June, 2000, by and between DW Leasing Company, LLC, a Mississippi
limited liability company ("Grantor") and Regions Bank ("Lender"), a banking
corporation.

                                   WITNESSETH

     WHEREAS,  Lender has agreed to extend credit to DW Leasing Company, LLC and
Pyramid  Coach,  Inc.  (collectively  the  "Borrower"),  on  certain  terms  and
conditions; and

     WHEREAS,  one condition to Lender's  agreement to extend credit to Borrower
is that Lender must be provided a first priority  perfected security interest in
certain of Grantor's property;

     NOW,  THEREFORE,  as an  inducement  to cause  Lender to  extend  credit to
Borrower, and for other valuable  consideration,  the receipt and sufficiency of
which are acknowledged, it is agreed as follows:

     a.   Definition  of  Secured   Indebtedness.   As  used  herein,   "Secured
Indebtedness"  shall mean all present and future debts and other  obligations of
Borrower and/or Grantor to Lender, whether arising by contract,  tort, guaranty,
overdraft,  or  otherwise;  whether or not the advances or events  creating such
debts or other obligations are presently foreseen; whether such obligations were
originally  payable to Lender or are acquired by Lender from  another  person or
entity; and regardless of the class of the debts or other  obligations,  be they
otherwise  secured or unsecured.  Without  limiting the foregoing,  the "Secured
Indebtedness"  specifically  includes  the  obligations  of  Grantor  under this
Agreement and the indebtedness and obligations evidenced by that Promissory Note
made by Borrower m the original  principal amount of  $1,240,000.00,  payable to
the order of Lender and all modifications,  amendments, extensions, renewals and
increases thereof.

     b.  Grant of  Security  Interest.  To secure  the  payment  of the  Secured
Indebtedness,  Grantor hereby grants to Lender a security interest in those five
(5) luxury  model  motor  coaches as further  described  on Exhibit A,  attached
hereto and  incorporated  herein,  and all products and proceeds thereof (all as
defined in the  Uniform  Commercial  Code as adopted  in  Tennessee),  including
insurance  proceeds,  and  all  parts,  attachments,   additions,  replacements,
components  and  accessions  thereto,  all  records  pertaining  thereto and all
leases,  warranties  and  other  rights  pertaining  thereto  (collectively  the
"Collateral").

     c. Warranties. Grantor warrants to Lender the following:

          (1)  Title.  Grantor  is the sole  legal  and  equitable  owner of the
               Collateral.

          (2)  No Other  Encumbrances.  The  Collateral  is not  subject  to any
               security interest, lien, option or other encumbrance,  except for
               the security interest provided for in the Agreement.

          (3)  Valid  Lien.  This  Agreement  grants  to  Lender  a valid  first
               priority  security  interest  in the  Collateral  which  will  be
               properly   perfected  upon  Lender's  lien  being  noted  on  the
               certificates of title pertaining to each vehicle.

     d. Maintenance of Collateral. Grantor shall take all reasonable measures to
protect the Collateral and to maintain the Collateral in good condition. Grantor
shall notify Lender of any event or condition that materially  impairs the value
of the Collateral.

     e. Insurance.  Grantor shall obtain and keep current comprehensive casualty
insurance and such other insurance as Lender may require on the Collateral in an
amount  equal to its  maximum  insurable  value,  with  insurers  and  insurance
policies  that are  acceptable to Lender.  Grantor  shall deliver  copies of all
insurance  policies  covering the Collateral to Lender.  All such policies shall
name  Lender  as loss  payee  and  shall  provide  that  coverage  shall  not be
terminated or amended  without at least twenty (20) days prior written notice to
Lender.  If Grantor fails to provide  evidence that it has obtained the required
insurance or if Grantor fails to pay the premiums  therefor,  Lender may, at its
option,  obtain or bring  current  insurance  coverage  on the  Collateral.  Any
insurance  obtained by Lender may, at Lender's option,  insure only its interest
in the  Collateral.  Grantor  hereby  assigns to Lender  any claim  settlements,
unearned  premiums  or other  payments  that may be made by or on  behalf  of an
insurer under a policy covering the Collateral,  and Grantor hereby directs such
insurer(s) to pay Lender any amount so due. Lender is hereby appointed Grantor's
attorney-in-fact  to endorse with  Grantor's name any draft or check that may be
issued by or on  behalf  of the  issuer of any  insurance  policy  covering  the
Collateral. All proceeds, unearned premiums, or other sums received by Lender as
a result of said insurance  policies may be applied by Lender, at its option and
in its sole discretion, and in whole or in part, to the reduction of the Secured
Indebtedness,  in such manner as Lender may determine, or may be paid to Grantor
with or without restrictions.

     f.  Compliance  With  Law;  Taxes.  Grantor  shall  comply  with all  laws,
regulations and other  requirements  of  governmental  bodies or agencies having
jurisdiction  pertaining  to the ownership or operation of the  Collateral,  and
Grantor  shall pay all taxes and fees  assessed on account of the  Collateral as
they become due.

     g. Sale or  Encumbrance  Prohibited.  Grantor shall not sell the Collateral
nor shall  Grantor  grant or allow any security  interest,  lien,  attachment or
other  encumbrance  to attach  to the  Collateral,  except  in favor of  Lender,
without the prior written consent of Lender.

     h. Inspection.  Agents of Lender shall be allowed to inspect the Collateral
at anytime.

     i. Availability  Upon Default.  Grantor covenants that if Lender declares a
default  hereunder and so requests,  Grantor shall make the  Collateral  and all
records pertaining thereto available to Lender at a reasonable time and place.

     j. Rental Proceeds.  The security interest granted herein extends to all of
Grantor's  rights as  lessor  under any  present  or future  lease of any of the
Collateral.  Grantor  acknowledges  and agrees  that all rental  proceeds of the
Collateral  constitute "cash collateral" under the Bankruptcy Code, as it may be
amended.  Notwithstanding  Lender's  consent to any proposed  lease,  such lease
shall be subordinate  to Lender's  security  interest in the  Collateral  unless
Lender specifically agrees to the contrary in writing.

     k.  Warranties  and Other  Rights.  The security  interest  granted  herein
extends to all of Grantor's rights under warranties pertaining to the Collateral
and also  includes  all rights of Grantor  against any third party  arising from
damage to any Collateral. Grantor agrees to give Lender prompt written notice of
any warranty claim or other claim that Grantor may have against a third party as
a result of the condition or performance of the Collateral or as a result of any
damage caused thereto.  No such claim shall be settled without the prior written
consent of Lender.

     1. Recitals. Grantor warrants and agrees that the recitals set forth at the
beginning of this Agreement are true.

     m. No Burdensome  Agreements.  Grantor warrants that Grantor is not a party
to any contract or agreement and is not subject to any contingent liability that
does or may  impair  Grantor's  ability  to  perform  under  the  terms  of this
Agreement.  Grantor further  warrants that the execution and performance of this
Agreement will not cause a default,  acceleration or other event under any other
contract or  agreement  to which  Grantor or any property of Grantor is subject,
and will not result in the  imposition  of any  charge,  penalty,  lien or other
encumbrance against any of Grantor's property except m favor of Lender.

     n. Legal and Binding  Agreement.  Grantor  warrants  that the execution and
performance of this  Agreement  will not violate any judicial or  administrative
order or  governmental  law or  regulation,  and that this  Agreement  is valid,
binding and enforceable in every respect according to its terms.

     o. No Consent Required. Grantor warrants that Grantor's execution, delivery
and performance of this Agreement do not require the consent of or the giving or
notice to any third  party  including,  but not  limited  to, any other  lender,
governmental body or regulatory authority.

     p.  No  Default.  Grantor  warrants  that,  as of  the  execution  of  this
Agreement,  no default exists hereunder and no condition exists which,  with the
giving of notice, the passing of time, or both, would constitute such a default.

     q. Default  Defined.  The  occurrence  of any one or more of the  following
events shall constitute a default under this Agreement:

          (1)  Monetary Default. The failure of Grantor to timely pay any amount
               due  Lender  under the  Secured  Indebtedness  or under any other
               obligation to Lender.

          (2)  Breach of Covenant.  The failure of Grantor or any other party to
               perform or observe any  obligation  or covenant made with respect
               to the Secured Indebtedness.

          (3)  Breach of Warranty. Lender's discovery that any representation or
               warranty  in  connection  with  this  Agreement  or  the  Secured
               Indebtedness is materially false.

          (4)  Default Under Other  Document.  The occurrence of a default under
               the terms of any  document  evidencing,  securing,  or  otherwise
               pertaining to the Secured Indebtedness.

     r. Remedies Upon Default. Upon default, Lender may pursue any of all of the
following remedies, without any notice to Grantor except as required below:

          (1)  Repossession.  Lender  may  take  possession  of  the  Collateral
               without  prior  notice  to  Grantor.  Such  repossession  may  be
               accomplished   wherever  the   Collateral   might  be  found  and
               regardless  of whether  Grantor,  a lessee,  repair shop,  or any
               other party is then in possession of the  Collateral.  Lender may
               take any measure  necessary to render the  Collateral  inoperable
               pending  disposition  by Lender.  Lender is hereby  authorized to
               obtain the key code for the Collateral  from any person or entity
               and to obtain from any repair  shop or other  bailee any keys for
               the Collateral in their possession, and any such person or entity
               is hereby  directed to comply with Lender's  demand for such code
               or keys without any duty of inquiry and without any  liability to
               Grantor. Grantor consents to Lender's entry on Grantor's premises
               to  repossess  the  Collateral  provided  that  Lender  causes no
               significant  damage  to the  premises  in the  process  of  entry
               (drilling  of locks,  cutting  of  chains  and the like do not in
               themselves  cause  "significant"  damage for the purposes hereof)
               and provided that Lender accomplishes such entry without a breach
               of peace.

          (2)  Recovery of  Proceeds  of Leases.  Lender may recover any and all
               proceeds of leases of the Collateral  from Grantor's bank or from
               any other custodian thereof.

          (3)  Enforcement of Rights under Leases.  Lender may, but shall not be
               obligated to, take such measures as Lender may deem  necessary in
               order to collect  any or all  amounts due under any leases of the
               Collateral  and/or to perform  or have  performed  any  remaining
               obligations  of  Grantor  under  any  leases  of the  Collateral.
               Without   limiting  the  foregoing,   Lender  may  institute  any
               administrative  or judicial  action that it may deem necessary in
               the course of  collecting  and  enforcing any or all of Grantor's
               rights under such lease(s). Any administrative or judicial action
               or other action taken by Lender may be taken by Lender in its own
               name or in Grantor's  name.  Lender may  compromise  any disputed
               claims and may otherwise enter into  settlements  with respect to
               such lease(s),  which compromises or settlements shall be binding
               upon  Grantor.   Grantor  hereby  appoints  Lender  as  Grantor's
               attorney-in-fact   for  the  purpose  of  taking  any  action  in
               connection  with such  lease(s),  including  the  institution  of
               administrative  or judicial  proceedings and the  compromising of
               claims.

          (4)  Repair  and  Improvement  of  Collateral.  Lender  may make  such
               repairs  or  improvements  to  the  Collateral  as  it  may  deem
               appropriate to prepare the Collateral for sale.

          (5)  Sale of  Collateral.  Pursuant  to its rights  under the  Uniform
               Commercial  Code as  adopted  in  Tennessee,  Lender may sell the
               Collateral at either public or private sale. Any required  notice
               of sale shall be deemed commercially reasonable if given at least
               five (5) days  prior to sale.  Lender may  adjourn  any public or
               private  sale to a  different  time or place  without  notice  or
               publication of such adjournment,  and may adjourn any sale either
               before or after offers are received.

          (6)  Setoff.  Lender  may  exercise  its lien upon and right of setoff
               against any monies, items, credits,  deposits or instruments that
               Lender may have in its  possession and which belong to Grantor or
               to any other  person or entity  liable for the  payment of any or
               all of the Secured Indebtedness.

          (7)  Other  Remedies.  Lender may  exercise any right that it may have
               under any other  document  evidencing  or  securing  the  Secured
               Indebtedness or otherwise available to Lender at law or equity.

          (8)  Application  of  Proceeds.  All  amounts  received  by Lender for
               Grantor's account by exercise of its remedies  hereunder shall be
               applied  as  follows:  First,  to the  payment  of  all  expenses
               incurred by Lender in exercising its rights hereunder,  including
               attorney's  fees, and any other expenses due Lender from Grantor;
               Second,  to the payment of all  interest  included in the Secured
               Indebtedness,  in such order as Lender may elect;  Third,  to the
               payment of all principal included in the Secured Indebtedness, in
               such order as Lender may elect; and Fourth, surplus to Grantor or
               other party entitled thereto.

     s.  Incorporation of Exhibits.  All Exhibits  referred to in this Agreement
are incorporated herein by this reference.

     t. Indulgence Not Waiver. Lender's indulgence in the existence of a default
hereunder  or any other  departure  from the terms of this  Agreement  shall not
prejudice  Lender's  rights to  declare a default  or  otherwise  demand  strict
compliance with this Agreement.

     u. Cumulative Remedies.  The remedies provided Lender in this Agreement are
not  exclusive or any other  remedies  that may be available to Lender under any
other document or at law or equity.

     v.  Amendment and Waiver in Writing.  No provision of this Agreement can be
amended or waived,  except by a statement in writing signed by the party against
which enforcement of the amendment or waiver is sought.

     w.  Assignment.  This  Agreement  shall be  binding  upon and  inure to the
benefit of the respective  heirs,  successors and assigns of Grantor and Lender,
except  that  Grantor  shall not assign any rights or delegate  any  obligations
arising  hereunder  without the prior written  consent of Lender.  Any attempted
assignment or delegation by Grantor  without the required prior consent shall be
void.

     x.  Entire  Agreement.  This  Agreement  and the other  written  agreements
between Grantor and Lender  represent the entire  agreement  between the parties
concerning  the  subject  matter  hereof,  and al  oral  discussions  and  prior
agreements  are merged  herein.  Provided,  if there is a conflict  between this
Agreement  and any  other  document  executed  contemporaneously  herewith  with
respect to the Secured  Indebtedness,  the  provision  most  favorable to Lender
shall control.

     y.  Severability.  Should any  provisions  of this  Agreement be invalid or
unenforceable  for any reason,  the remaining  provisions hereof shall remain in
full effect.

     z. Time of Essence. Time is of the essence of the Agreement,  and all dates
and time periods specified herein shall be strictly observed, except that Lender
may permit specific deviations therefrom by its written consent.

     aa.  Applicable  Law. The validity,  construction  and  enforcement of this
Agreement  and  all  other  documents  executed  with  respect  to  the  Secured
Indebtedness shall be determined  according to the laws of Tennessee  applicable
to contracts  executed and performed  entirely within that state, in which state
this Agreement has been executed and delivered.

     ab. Gender and Number.  Words used herein indicating gender or number shall
be read as context may require.

     ac. Captions Not  Controlling.  Captions and headings have been included in
this Agreement for the convenience of the parties, and shall not be construed as
affecting the content of the respective paragraphs.

Executed the date first written above.

                            THE UNDERSIGNED ACKNOWLEDGE
                            A THOROUGH UNDERSTANDING OF
                            THE TERMS OF THIS AGREEMENT
                            AND AGREE TO BE BOUND
                            THEREBY:

                            DW LEASING COMPANY, LLC, Grantor

                            By:  _______________________________
                            TIMOTHY S. DURHAM, Member

                            By:  _______________________________
                            TERRY G. WIIITESELL, Member

                            REGIONS BANK, Lender

                            By:  _____________________________

                            Title: ____________________________

STATE OF INDIANA
COUNTY OF ___________

     Before me, a Notary  Public of the State and County  aforesaid,  personally
appeared Timothy S. Durham,  with whom I am personally  acquainted (or proved to
me on the basis of  satisfactory  evidence)  and who,  upon  oath,  acknowledged
himself to be a member of DW Leasing Company, LLC, the within named bargainor, a
Mississippi limited liability company, and that he as such member,  executed the
foregoing instrument for the purposes therein contained,  by signing the name of
the limited liability company by himself as member.

         WITNESS my hand and seal, this _____ day of May, 2000.


                              -----------------------------------
                                NOTARY PUBLIC
My Commission Expires:___________________

STATE OF INDIANA
COUNTY OF ___________

     Before me, a Notary  Public of the State and County  aforesaid,  personally
appeared Terry G. Whitesell,  with whom I am personally acquainted (or proved to
me on the basis of  satisfactory  evidence)  and who,  upon  oath,  acknowledged
himself to be a member of DW Leasing Company, LLC, the within named bargainor, a
Mississippi limited liability company, and that he as such member,  executed the
foregoing instrument for the purposes therein contained,  by signing the name of
the limited liability company by himself as member.

         WITNESS my hand and seal, this _____ day of May, 2000.


                                  -----------------------------------
                                        NOTARY PUBLIC
My Commission Expires:_____________________

STATE OF INDIANA COUNTY OF

     Before me, a Notary  Public of the State and County  aforesaid,  personally
appeared  _________________,  with whom I am personally acquainted (or proved to
me on the basis of  satisfactory  evidence)  and who,  upon  oath,  acknowledged
himself to be _____________________ of Regions Bank, the within named bargainor,
a banking corporation, and that he as such ______________________,  executed the
foregoing instrument for the purposes therein contained,  by signing the name of
the banking corporation by himself as

         WITNESS my hand and seal, this _____ day of May, 2000.


                                       -----------------------------------
                                                NOTARY PUBLIC

My Commission Expires:_____________________



<PAGE>


                                    EXHIBIT A


Five (5) luxury motor coaches with vehicle identification numbers as follows:

1996 Prevost Conversion                     VIN #2PCE3349XT1025889
1996 Eagle 15-45 Conversion                 VIN #LEUBM6A12TBOO4O86
1995 Eagle 15-45 Conversion                 VIN #1EUBM6A13SBOO4O63
1996 Eagle 15-45 Conversion                 VIN #1EUBM6A13TBOO4O81
1997 Eagle 15-45 Conversion                 VIN #1EUBM6A12VBOO4O91


<PAGE>


                      UNCONDITIONAL AND CONTINUING GUARANTY


     THIS UNCONDITIONAL AND CONTINUING  GUARANTY  ("Guaranty") is executed as of
the 1St day of June, 2000, by Julia Whitesell ("Guarantor"),  an individual,  in
favor of Regions Bank ("Lender"), a banking corporation.

                                   WITNESSETH:

     WHEREAS,  Lender  has  agreed to extend  credit to Pyramid  Coach  Inc.,  a
Tennessee  corporation  and DW  Leasing  Company,  LLC,  a  Mississippi  limited
liability  company   (collectively   the  "Borrower"),   on  certain  terms  and
conditions; and

     WHEREAS,  one condition to Lender's  agreement to extend credit to Borrower
is  that  Guarantor  must  unconditionally  guarantee  all  present  and  future
obligations of Borrower to Lender;

     NOW,  THEREFORE,  as an  inducement  to cause  Lender to  extend  credit to
Borrower, and for other valuable  consideration,  the receipt and sufficiency of
which are acknowledged, it is agreed as follows:

     1. Definition of Obligations.  As used herein, the "Obligations" shall mean
all present and future debts and other  obligations of Borrower or any successor
thereof to Lender, whether arising by contract,  tort, guaranty,  overdraft,  or
otherwise;  whether direct or indirect, absolute or contingent;  whether arising
from an original  obligation of Borrower;  whether such debts or obligations are
from time to time increased,  reduced,  or entirely  extinguished or reincurred;
whether or not the advances or events  creating such debts or other  obligations
are presently foreseen or are incurred with or without notice to Guarantor;  and
regardless  of the class of the debts or other  obligations,  be they  otherwise
secured or unsecured.

     2. Guaranty of Payment.  Guarantor  hereby  guarantees to Lender the timely
payment and performance of the Obligations.

     3. Solvency of Guarantor.  Guarantor  warrants to Lender that  Guarantor is
not insolvent and that  Guarantor's  execution  hereof does not render Guarantor
insolvent for the purpose of State or Federal fraudulent  transfer laws or other
avoidance laws.

     4.  Prospective  Cancellation  of  Guaranty.  Guarantor's  guarantee of the
Obligations  is  irrevocable,  except that  Guarantor may at any time by written
notice to Lender prospectively  terminate Guarantor's liability for any advances
made by Lender subsequent to Lender's receipt of the termination notice,  except
for any advance that Lender had previously committed to make. After the delivery
of such notice to Lender, Guarantor shall remain fully liable for all principal,
interest  and  expenses  outstanding  as of the time of Lender's  receipt of the
cancellation hereof; for all interest  subsequently accruing thereon and for all
expenses  subsequently  incurred by Lender  with  respect  thereto;  and for all
subsequent  principal advances that Lender may have previously committed to make
regardless  of whether  Lender  waived any  default or  condition  precedent  in
actually making the advance(s),  together with all interest thereon and expenses
related thereto.

     5. Guaranty  Unconditional.  Guarantor's  guarantee of the  Obligations  is
absolute and unconditional.  The validity of this Guaranty shall not be impaired
by  any  event   whatsoever,   including,   but  not  limited  to,  the  merger,
consolidation,  dissolution,  cessation of business or  liquidation of Borrower;
the financial decline or bankruptcy of Borrower;  the failure of any other party
to  guarantee  the  Obligations  or to provide  collateral  therefore;  Lender's
compromise or settlement  with or without release of Borrower or any other party
liable  for  the  Obligations;  Lender's  release  of  any  collateral  for  the
Obligations;  Lender's  failure to file suit  against  Borrower  (regardless  of
whether  Borrower  is becoming  insolvent,  if believed to be about to leave the
State or any other  circumstance);  Lender's failure to give Guarantor notice of
default by Borrower;  the  unenforceability of the Obligations against Borrower,
due to bankruptcy  discharge,  counterclaim  or for any other  reason;  Lender's
acceleration  of the  Obligations at any time; the  extension,  modification  or
renewal of the Obligations;  Lender's failure to undertake or exercise diligence
in collection  efforts  against any party or property;  the  termination  of any
relationship  of Guarantor  with  Borrower,  including,  but not limited to, any
relationship of employment,  ownership,  commerce or marriage; Borrower's change
of name or use of any name other than the name used to identify Borrower in this
Guaranty;  or Borrower's use of the credit extended for any purpose  whatsoever.
Each  advance of credit by Lender to Borrower  following  the  execution  hereof
shall be deemed made in reliance upon the  continued  operation of this Guaranty
and shall constitute additional  consideration for Guarantor's execution of this
Guaranty.  Guarantor  agrees that this Guaranty  shall be valid and binding upon
Guarantor  upon the  delivery of this  executed  Guaranty to Lender by any party
whomsoever.

     6. Primary Liability of Guarantor. This Guaranty constitutes a guarantee of
payment and performance and not of collection.  Accordingly,  Lender may enforce
this Guaranty against  Guarantor without first making demand upon or instituting
collection   proceedings  against  Borrower.   Guarantor's   liability  for  the
Obligations is hereby declared to be primary,  and not secondary,  and Guarantor
may be called upon hereunder to make any payment when due under the Obligations.
Each document  presently or hereafter executed by Borrower to evidence or secure
an obligation to Lender is  incorporated  herein by reference and shall be fully
enforceable against Guarantor.

     7.  Death of  Guarantor.  In the  event  of the  death  of  Guarantor,  the
obligation  of  Guarantor  shall  continue  in full  force  and  effect  against
Guarantor's  estate,  and the executor or  administrator of such estate shall be
obligated and  authorized to pay such debt and  otherwise  honor this  Guaranty,
and, if acceptable to Lender,  to execute renewal  Guaranties or endorsements or
notes or other evidences of indebtedness, from time to time, with respect to any
unpaid obligations hereunder.

     8.  Disclosure of  Litigation.  Guarantor  warrants  that  Guarantor is not
presently  a party to any  pending  litigation,  arbitration  or  administrative
proceeding or the subject of any  investigation;  that there is not  litigation,
arbitration or  administrative  proceeding or investigation  threatened in which
Guarantor  will be a party;  that  Guarantor  is not subject to any  outstanding
court or administrative  order; and that, to the best of Guarantor's  knowledge,
information  and  belief,  no facts  exist  which  give  rise to claims by third
parties against Guarantor which have not yet been asserted.  Guarantor covenants
to  give  Lender  prompt   written  notice  of  any   litigation,   arbitration,
administrative  proceeding or investigation  that may hereafter be instituted or
threatened  in which  Guarantor  would be a party,  whether  or not  Guarantor's
liability under such proceeding would be covered by insurance.

     9. Financial Statements.

          a.   Warranties.   Guarantor   warrants  that  Guarantor's   financial
               statements delivered to Lender in connection with the Obligations
               have  been  prepared  in  accordance   with  generally   accepted
               accounting  principles,   consistently  applied,  and  are  true,
               accurate  and  complete in every  respect.  Without  limiting the
               foregoing,  Guarantor  warrants  that such  financial  statements
               disclose  all  known  contingent  liabilities  as well as  direct
               liabilities.  Guarantor  acknowledges that Lender has relied upon
               such  financial  statements,   and  Guarantor  warrants  that  no
               material  adverse change has occurred in the financial  condition
               reflected in such financial  statements.  Guarantor warrants that
               Guarantor has good and absolute title to the assets  disclosed on
               Guarantor's  balance sheet  disclosed to Lender,  subject only to
               liens,   security  interests  and  other  encumbrances   securing
               liabilities  listed  thereon;  and

          (b)  Reporting Requirements. Guarantor covenants to furnish to Lender,
               copies  of  Guarantor's  tax  returns  and  additional  financial
               statements in form and  substance  acceptable to Lender both upon
               demand and annually without demand, on or before April 30 of each
               year.  Lender may require that any such  financial  statements be
               audited, at Guarantor's expense, by a certified public accountant
               acceptable to Lender.  Lender may require that any accountant who
               reviews,   compiles  or  certifies  such   financial   statements
               expressly acknowledge Lender's reliance thereon.

     10. Bankruptcy of Borrower. If proceedings are instituted by Borrower under
any  State  insolvency  law or under  any  Federal  bankruptcy  law,  or if such
proceedings are instituted  against Borrower and are not dismissed within thirty
(30) days,  Lender may, at its option,  without notice and  notwithstanding  any
limitation on Lender's ability to use such proceedings as the basis of a default
against  Borrower,  declare  all the  Obligations  presently  due and payable by
Guarantor.

     11. No  Marshalling  of Assets.  Lender may proceed  against any collateral
securing the Obligations and against parties liable therefor in such order as it
may elect,  and  Guarantor  shall not be entitled  to require  Lender to marshal
assets.  The  benefit  of any rule of law or  equity to the  contrary  is hereby
expressly waived.

     12. Impairment of Collateral; Release of Liable Parties. Lender may, in its
sole  discretion  and with or  without  consideration,  release  any  collateral
securing the Obligations or release any party liable  therefor.  The defenses of
impairment  of collateral  and  impairment  of recourse and any  requirement  of
diligence on Lender's part in collecting the Obligations are hereby waived.

     13. Amendment of Obligations.  Lender may, without notice to or the joinder
of Guarantor and without  affecting  Guarantor's  liability  hereunder,  modify,
extend,  accelerate,  reinstate,  refinance,  or renew the Obligations  (with or
without  the  execution  of new  promissory  notes)  and  grant any  consent  or
indulgence with respect thereto.

     14.  Waivers  of  Notice.   Guarantor  hereby  waives  any  requirement  of
presentment,  protest,  notice of dishonor,  notice of default,  demand, and all
other  actions or notices  that may be  otherwise  required on Lender's  part in
connection with the Obligations.

     15.  Subordination.  Guarantor agrees that any existing or future loan made
by Guarantor to Borrower and any other existing or future obligation of Borrower
to Guarantor  shall be  subordinate  to the  Obligations  as to both payment and
collection.  Accordingly,  Guarantor agrees not to accept any payment whatsoever
from Borrower (except for reasonable  salary and  reimbursement of necessary and
reasonable business expenses,  unless Lender notifies Guarantor to the contrary)
or to allow any payment by Borrower on  Guarantor's  behalf until this  Guaranty
has been terminated in full.  Guarantor hereby grants Lender a security interest
in all  obligations  now or  hereafter  owed  Guarantor  by Borrower  and in all
instruments,  chattel  paper  and other  property  now or  hereafter  evidencing
obligations  of Borrower to Guarantor,  together with all  collateral  therefor.
Guarantor  shall  advise  Lender  of the  status of such  obligations  and shall
provide a payment history  therefor upon request.  Lender may file this Guaranty
(or a copy hereof) as a financing  statement with respect thereto, or Lender may
require  Guarantor  to  execute a  separate  financing  statement  with  respect
thereto,  or Lender may require  Guarantor to take any other action necessary to
perfect Lender's  security  interest therein,  at Guarantor's  expense.  Without
limiting the foregoing, all such property owned by Guarantor in which a security
interest may be perfected by possession shall be delivered to Lender immediately
as made  available  to  Guarantor.  Guarantor  agrees  that,  in the  event of a
bankruptcy or other insolvency  proceeding  involving  Borrower,  Guarantor will
timely file a claim for the amount of the subordinated debt, in form approved by
Lender.  Guarantor agrees to pursue said claim with diligence and to comply with
any  instructions  from  Lender  pertaining  to the  pursuit of the  claim.  The
proceeds of any such claim shall be delivered to Lender for  application  to the
Obligations.

     16. Waiver of Rights Against Borrower. Guarantor hereby waives any right of
subrogation to the rights of Lender against  Guarantor and agrees to exercise no
right of indemnity,  contribution or other right of reimbursement from any party
whatsoever until and unless the Obligations have been satisfied in full.

     17. Application of Funds.  Lender may apply amounts received for Borrower's
account  first to pay any  indebtedness  of Borrower  that is not  guaranteed by
Guarantor, if any, before reducing the Obligations.

     18.  Statute of  Limitations.  Guarantor  acknowledges  and agrees that the
statute of limitation  applicable to this Guaranty  shall begin to run only upon
Lender's  accrual of a cause of action  against  Guarantor  hereunder  caused by
Guarantor's  refusal to honor a demand for performance  hereunder made by Lender
in writing;  provided,  however,  if,  subsequent to the demand upon  Guarantor,
Lender reaches an agreement with Borrower on any terms causing Lender to forbear
in the enforcement of its demand upon Guarantor, the statute of limitation shall
be reinstated for its full duration until Lender subsequently again makes demand
upon Guarantor.

     19.  Cancellation by Lender.  Lender may evidence its  cancellation of this
Guaranty and the release of Guarantor from liability  hereunder by delivering to
Guarantor an instrument of release, or by delivering this Guaranty to Guarantor,
or both.  Unless  Lender  delivers this  original  Guaranty to Guarantor  with a
notation on its face signed and dated by an authorized officer of Lender stating
"Canceled in Full As To All Obligations",  however,  the purported  cancellation
hereof  and  release  of  Guarantor  shall  not  impair  Guarantor's  continuing
liability  for:  (i) any amount of  principal,  interest,  or expenses  that was
mistakenly  omitted by Lender in  calculating  the final  payment  due under the
Obligations,  if the release of Guarantor was based upon Lender's belief that it
had been paid in full;  (ii) any  surviving  liability  of Borrower to reimburse
Lender for expenses or to indemnify Lender provided for in any document executed
prior  to  the  purported   cancellation   hereof  evidencing  or  securing  the
Obligations;  and (iii)  liability  for avoided  payments and  expenses  related
thereto (as provided in detail below).  Lender shall not be obligated to release
any collateral  securing this Guaranty  until after all applicable  time periods
have expired  regarding  bankruptcy  preferences or other avoidance actions that
may  be  applicable  to  the  circumstances  of  payment  of  any  or all of the
Obligations.

     20.  Recovery of Avoided  Payments.  If any amount applied by Lender to the
Obligations   is   subsequently   challenged   by  k   bankruptcy   trustee   or
debtor-in-possession  as an  avoidable  transfer on the grounds that the payment
constituted a preferential payment or a fraudulent conveyance under State law or
the Bankruptcy  Code or any successor  statute  thereto or on any other grounds,
Lender may, at its option and in its sole  discretion,  elect whether to contest
such  challenge.  If Lender  contests  the  avoidance  action,  all costs of the
proceeding,   including  Lender's  attorneys  fees,  will  become  part  of  the
Obligations.  If the contested amount is nevertheless  successfully avoided, the
avoided amount will become part of the Obligations  hereunder.  If Lender elects
not to contest the avoidance action, Lender may tender the amount subject to the
avoidance action to the bankruptcy court,  trustee or  debtor-in-possession  and
the  amount  so  advanced  shall  become  part  of  the  Obligations   hereunder
Guarantor's  obligation to reimburse Lender for amounts due under this paragraph
shall survive the  purported  cancellation  hereof except as otherwise  provided
above.

     21. Costs of  Collection  Against  Guarantor.  Guarantor  agrees to pay all
costs of collection, including, without limitation, court costs, attorney's fees
and  compensation for time spent by Lender  employees,  that Lender may incur in
enforcing the terms of this Guaranty against Guarantor.

     22.  Changes in  Financial  Condition.  Guarantor  covenants to give Lender
prompt written notice of the creation or discovery of any additional  contingent
liability  or the  occurrence  of  any  other  material  adverse  change  in the
financial condition of Guarantor.

     23. No Unpaid Taxes.  Guarantor  warrants  that  Guarantor is not presently
delinquent in the payment of any taxes imposed by any governmental  authority or
in the filing of any tax return and that  Guarantor is not involved in a dispute
with any taxing  authority  over tax amounts due.  Guarantor  covenants that all
future taxes assessed  against  Guarantor  shall be timely paid and that all tax
returns required of Guarantor shall be timely filed.

     24.  Compliance  with Law.  Guarantor  warrants that  Guarantor's  business
activities are conducted in accordance with all applicable laws and regulations,
and Guarantor covenants that such activities shall continue to be so conducted.

     25.  Assistance  in  Litigation.  Guarantor  covenants  to,  upon  request,
cooperatively participate in any proceeding in which Guarantor is not an adverse
party to Lender and which concerns  Lender's rights regarding the Obligations or
any collateral securing its payment.

     26. Security  Interest;  Setoff.  In order to further secure the payment of
the Obligations, Guarantor hereby grants to Lender a security interest and right
of setoff  against all of  Guarantor's  presently  owned or  hereafter  acquired
monies,  items,  credits,  deposits and instruments  (including  certificates of
deposit)  presently or hereafter in the possession of Lender. By maintaining any
such accounts or other property at Lender, Guarantor acknowledges that Guarantor
voluntarily subjects the property to Lender's rights hereunder.

     27.  Recitals.  Grantor  warrants and agrees that the recitals set forth at
the beginning of this Guaranty are true.

     28. No Burdensome  Agreement.  Guarantor  warrants that  Guarantor is not a
party  to  any  contract  or  agreement  and is not  subject  to any  contingent
liability that does or may impair Guarantor's ability to perform under the terms
of this Guaranty.  Guarantor further warrants that the execution and performance
of this  Guaranty  will not  cause a  default,  acceleration  or other  event of
default under any other contract or agreement to which Guarantor or any property
of Guarantor is subject,  and will not .result in ~he  imposition of any charge,
penalty, lien or other encumbrance against any of Guarantor's  property,  except
in favor of Lender.

          29. Legal and Binding Agreement. Guarantor warrants that the
execution, delivery and performance of this Guaranty will not violate any
judicial or administrative order or governmental law or regulation, and that
this Guaranty is valid, binding and enforceable in every respect according to
its terms.

     30. No Consent  Required.  Guarantor  warrants that Guarantor's  execution,
delivery and  performance  of this Guaranty do not require the consent of or the
giving of notice to any third  party  including,  but not  limited to, any other
lender, governmental body or regulatory authority.

     31.  Consent  to  Jurisdiction  and  Venue.  Guarantor  hereby  irrevocably
consents to the  jurisdiction of the United States District Court for the Middle
District of Tennessee  and of all  Tennessee  State  Courts  sitting in Davidson
County,  Tennessee,  for the purpose of any  litigation to which Lender may be a
party and which  concerns  this  Guaranty  or the  Secured  Indebtedness.  It is
further agreed that venue for any such action shall lie exclusively  with Courts
sitting in Davidson County,  Tennessee,  unless Lender agrees to the contrary in
writing.

     32. Not Partners; No Third Party Beneficiaries. Nothing contained herein or
in any related  document shall be deemed to render Lender a partner of Guarantor
for any purpose. This Guaranty has been executed for the sole benefit of Lender,
and no third party is authorized to rely upon  Lender's  rights  hereunder or to
rely upon an  assumption  that Lender has or will exercise its rights under this
Guaranty or under any document referred to herein.

     33.  Notices.  Any  communications  concerning  this Guaranty or the credit
described herein shall be addressed as follows:

                  As to Guarantor:         Julia Whitesell
                                           9129 Admirals Bay Drive
                                           Indianapolis, Indiana 46236

                  As to Lender:            Regions Bank
                                           315 Deaderick Street
                                           Nashville, Tennessee 37210
                                           ATTENTION:  Michael F. Sparta

                  With a copy to:          Hix Gray & Dennen, PLLC
                                           315 Deaderick Street
                                           Suite 1620 AmSouth Center
                                           Nashville, Tennessee 37238
                                           ATTENTION:  David B. Gray

Communications  shall only be effective  when set forth in writing and mailed or
delivered to the receiving party's address stated above. Lender or Guarantor may
change its address for receipt of notices by submitting the change in writing to
the other party.

     34.  Indulgence Not Waiver.  Lender's  indulgence in any departure from the
terms of this Guaranty or any other document shall not prejudice Lender's rights
to make demand and recover from Guarantor in accordance  with this Guaranty,  or
otherwise demand strict compliance with this Guaranty.

     35. Cumulative Remedies.  The remedies provided Lender in this Guaranty are
not  exclusive of any other  remedies  that may be available to Lender under any
other document or at law or equity.

     36.  Amendment and Waiver in Writing.  No provision of this Guaranty can be
amended or waived,  except by a statement in writing signed by the party against
which enforcement of the amendment or waiver is sought.

     37.  Assignment.  This  Guaranty  shall be  binding  upon and  inure to the
benefit of the respective heirs, successors and assigns of Guarantor and Lender,
except that  Guarantor  shall not assign any rights or delegate any  obligations
arising  hereunder  without the prior written  consent of Lender.  Any attempted
assignment or delegation by Guarantor  without the required  prior consent shall
be void.

     38.  Severability.  Should any  provision  of this  Guaranty  be invalid or
unenforceable  for any reason,  the remaining  provisions hereof shall remain in
full effect.

     39.  Applicable  Law. The validity,  construction  and  enforcement of this
Guaranty and all other documents  executed with respect to the Obligations shall
be determined  according to the laws of Tennessee  applicable  to contracts,  in
which State this  Guaranty  has been  executed  and  delivered.

     40. Gender and Number.  Words used herein indicating gender or number shall
be read as context may require.

     41. Captions Not  Controlling.  Captions and headings have been included in
this Guaranty for the convenience of the parties,  and shall not be construed as
affecting the content of the respective paragraphs.

     42. Notice to Lender Upon Perceived Breach. GUARANTOR AGREES TO GIVE LENDER
WRITTEN  NOTICE OF ANY  ACTION OR  INACTION  BY  LENDER IN  CONNECTION  WITH THE
OBLIGATIONS  THAT  GUARANTOR  BELIEVES  MAY BE  ACTIONABLE  AGAINST  LENDER OR A
DEJ~ENSE TO PAYMENT FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, COMMISSION OF
A TORT OR VIOLATION OF ANY  CONTRACTUAL  DUTY OR DUTY IMPLIED BY LAW.  GUARANTOR
AGREES THAT UNLESS SUCH NOTICE IS DULY GIVEN AS PROMPTLY AS POSSIBLE (AND IN ANY
EVENT  WITHIN  TEN (10)  DAYS  AFTER  GUARANTOR  LEARNS  OF ANY SUCH  ACTION  OR
INACTION),  GUARANTOR  SHALL NOT ASSERT AGAINST  LENDER,  AND GUARANTOR SHALL BE
DEEMED TO HAVE WAIVED, ANY CLAIM OR DEFENSE ARISING THEREEROM.

     43. No Oral Representations  Limiting Enforcement.  Guarantor  acknowledges
Lender's  intention to enforce this Guaranty to the fullest extent  possible and
Guarantor acknowledges that Lender had made no oral statements to Guarantor that
could be construed as a waiver of Lender's right to enforce this Guaranty by all
available legal means.

EXECUTED the date first written above.


THE  UNDERSIGNED  ACKNOWLEDGES  A  THOROUGH  UNDERSTANDING  OF THE TERMS OF THIS
GUARANTY AND AGREES TO BE BOUND THEREBY.


                                -----------------------------------------
                                 JULIA WHITESELL

STATE OF_______________
COUNTY OF _____________

     Personally appeared before me, a Notary Public, Julia Whitesell,  with whom
I am  personally  acquainted  (or  proved  to me on the  basis  of  satisfactory
evidence),  and who acknowledged that she executed the within instrument for the
purposes therein contained.

          WITNESS my hand and seal, this ______ day of _______________________,
2000.


                                         -----------------------------------
                                                Notary Public
My Commission Expires:__________________


<PAGE>
                               NOTICE TO GUARANTOR

     You are being  asked to  guarantee  all  existing  and future  debts of the
Borrower  entered  into with this bank.  Think  carefully  before you do. If the
Borrower does not pay the debt,  you will have to. Be sure you can afford to pay
if you have to, and that you want to accept this responsibility.

     You may have to pay up to the full amount of the debt if the Borrower  does
not pay. You may also have to pay late fees or collection  costs which  increase
this amount.

     The bank can  collect the  Obligations  from you  without  first  trying to
collect from the Borrower.  The Bank can use the same collection methods against
you that can be used against the Borrower,  such as suing you,  garnishing  your
wages,  etc. If this debt is ever in default,  that fact may become part of your
credit record.

     This notice is not the contract that makes you liable for the debt.

     I have read the above  notice,  understand  its contents,  and  acknowledge
receipt of a copy of this notice this 30th day of May, 2000.


                                   -----------------------------
                                   JULIA WHITESELL



<PAGE>


          UNCONDITIONAL AND CONTINUING GUARANTY


     THIS UNCONDITIONAL AND CONTINUING  GUARANTY  ("Guaranty") is executed as of
the 1St day of June, 2000, by Terry G. Whitesell  ("Guarantor"),  an individual,
in favor of Regions Bank ("Lender'), a banking corporation.

                                   WITNESSETH:

     WHEREAS,  Lender  has  agreed to extend  credit to Pyramid  Coach  Inc.,  a
Tennessee  corporation  and DW  Leasing  Company,  LLC,  a  Mississippi  limited
liability  company   (collectively   the  "Borrower"),   on  certain  terms  and
conditions; and

     WHEREAS,  one condition to Lender's  agreement to extend credit to Borrower
is  that  Guarantor  must  unconditionally  guarantee  all  present  and  future
obligations of Borrower to Lender;

     NOW,  THEREFORE,  as an  inducement  to cause  Lender to  extend  credit to
Borrower, and for other valuable  consideration,  the receipt and sufficiency of
which are acknowledged, it is agreed as follows:

     1. Definition of Obligations.  As used herein, the "Obligations" shall mean
all present and future debts and other  obligations of Borrower or any successor
thereof to Lender, whether arising by contract,  tort, guaranty,  overdraft,  or
otherwise;  whether direct or indirect, absolute or contingent;  whether arising
from an original  obligation of Borrower;  whether such debts or obligations are
from time to time increased,  reduced,  or entirely  extinguished or reincurred;
whether or not the advances or events  creating such debts or other  obligations
are presently foreseen or are incurred with or without notice to Guarantor;  and
regardless  of the class of the debts or other  obligations,  be they  otherwise
secured or unsecured.

     2. Guaranty of Payment.  Guarantor  hereby  guarantees to Lender the timely
payment and performance of the Obligations.

     3. Solvency of Guarantor.  Guarantor  warrants to Lender that  Guarantor is
not insolvent and that  Guarantor's  execution  hereof does not render Guarantor
insolvent for the purpose of State or Federal fraudulent  transfer laws or other
avoidance laws.

     4.  Prospective  Cancellation  of  Guaranty.  Guarantor's  guarantee of the
Obligations  is  irrevocable,  except that  Guarantor may at any time by written
notice to Lender prospectively  terminate Guarantor's liability for any advances
made by Lender subsequent to Lender's receipt of the termination notice,  except
for any advance that Lender had previously committed to make. After the delivery
of such notice to Lender, Guarantor shall remain fully liable for all principal,
interest  and  expenses  outstanding  as of the time of Lender's  receipt of the
cancellation hereof; for all interest  subsequently accruing thereon and for all
expenses  subsequently  incurred by Lender  with  respect  thereto;  and for all
subsequent  principal advances that Lender may have previously committed to make
regardless  of whether  Lender  waived any  default or  condition  precedent  in
actually making the advance(s),  together with all interest thereon and expenses
related thereto.

     5. Guaranty  Unconditional.  Guarantor's  guarantee of the  Obligations  is
absolute and unconditional.  The validity of this Guaranty shall not be impaired
by  any  event   whatsoever,   including,   but  not  limited  to,  the  merger,
consolidation,  dissolution,  cessation of business or  liquidation of Borrower;
the financial decline or bankruptcy of Borrower;  the failure of any other party
to  guarantee  the  Obligations  or to provide  collateral  therefore;  Lender's
compromise or settlement  with or without release of Borrower or any other party
liable  for  the  Obligations;  Lender's  release  of  any  collateral  for  the
Obligations;  Lender's  failure to file suit  against  Borrower  (regardless  of
whether  Borrower  is becoming  insolvent,  if believed to be about to leave the
State or any other  circumstance);  Lender's failure to give Guarantor notice of
default by Borrower;  the  unenforceability of the Obligations against Borrower,
due to bankruptcy  discharge,  counterclaim  or for any other  reason;  Lender's
acceleration  of the  Obligations at any time; the  extension,  modification  or
renewal of the Obligations;  Lender's failure to undertake or exercise diligence
in collection  efforts  against any party or property;  the  termination  of any
relationship  of Guarantor  with  Borrower,  including,  but not limited to, any
relationship of employment,  ownership,  commerce or marriage; Borrower's change
of name or use of any name other than the name used to identify Borrower in this
Guaranty;  or Borrower's use of the credit extended for any purpose  whatsoever.
Each  advance of credit by Lender to Borrower  following  the  execution  hereof
shall be deemed made in reliance upon the  continued  operation of this Guaranty
and shall constitute additional  consideration for Guarantor's execution of this
Guaranty.  Guarantor  agrees that this Guaranty  shall be valid and binding upon
Guarantor  upon the  delivery of this  executed  Guaranty to Lender by any party
whomsoever.

     6. Primary Liability of Guarantor. This Guaranty constitutes a guarantee of
payment and performance and not of collection.  Accordingly,  Lender may enforce
this Guaranty against  Guarantor without first making demand upon or instituting
collection   proceedings  against  Borrower.   Guarantor's   liability  for  the
Obligations is hereby declared to be primary,  and not secondary,  and Guarantor
may be called upon hereunder to make any payment when due under the Obligations.
Each document  presently or hereafter executed by Borrower to evidence or secure
an obligation to Lender is  incorporated  herein by reference and shall be fully
enforceable against Guarantor.

     7.  Death of  Guarantor.  In the  event  of the  death  of  Guarantor,  the
obligation  of  Guarantor  shall  continue  in full  force  and  effect  against
Guarantor's  estate,  and the executor or  administrator of such estate shall be
obligated and  authorized to pay such debt and  otherwise  honor this  Guaranty,
and, if acceptable to Lender,  to execute renewal  Guaranties or endorsements or
notes or other evidences of indebtedness, from time to time, with respect to any
unpaid obligations hereunder.

     8.  Disclosure of  Litigation.  Guarantor  warrants  that  Guarantor is not
presently  a party to any  pending  litigation,  arbitration  or  administrative
proceeding or the subject of any  investigation;  that there is not  litigation,
arbitration or  administrative  proceeding or investigation  threatened in which
Guarantor  will be a party;  that  Guarantor  is not subject to any  outstanding
court or administrative  order; and that, to the best of Guarantor's  knowledge,
information  and  belief,  no facts  exist  which  give  rise to claims by third
parties against Guarantor which have not yet been asserted.  Guarantor covenants
to  give  Lender  prompt   written  notice  of  any   litigation,   arbitration,
administrative  proceeding or investigation  that may hereafter be instituted or
threatened  in which  Guarantor  would be a party,  whether  or not  Guarantor's
liability under such proceeding would be covered by insurance.

     9. Financial Statements.

          (a)  Warranties.   Guarantor   warrants  that  Guarantor's   financial
               statements delivered to Lender in connection with the Obligations
               have  been  prepared  in  accordance   with  generally   accepted
               accounting  principles,   consistently  applied,  and  are  true,
               accurate  and  complete in every  respect.  Without  limiting the
               foregoing,  Guarantor  warrants  that such  financial  statements
               disclose  all  known  contingent  liabilities  as well as  direct
               liabilities.  Guarantor  acknowledges that Lender has relied upon
               such  financial  statements,   and  Guarantor  warrants  that  no
               material  adverse change has occurred in the financial  condition
               reflected in such financial  statements.  Guarantor warrants that
               Guarantor has good and absolute title to the assets  disclosed on
               Guarantor's  balance sheet  disclosed to Lender,  subject only to
               liens,   security  interests  and  other  encumbrances   securing
               liabilities listed thereon; and

          (b)  Reporting Requirements. Guarantor covenants to furnish to Lender,
               copies  of  Guarantor's  tax  returns  and  additional  financial
               statements in form and  substance  acceptable to Lender both upon
               demand and annually without demand, on or before April 30 of each
               year.  Lender may require that any such  financial  statements be
               audited, at Guarantor's expense, by a certified public accountant
               acceptable to Lender.  Lender may require that any accountant who
               reviews,   compiles  or  certifies  such   financial   statements
               expressly acknowledge Lender's reliance thereon.

     10. Bankruptcy of Borrower. If proceedings are instituted by Borrower under
any  State  insolvency  law or under  any  Federal  bankruptcy  law,  or if such
proceedings are instituted  against Borrower and are not dismissed within thirty
(30) days,  Lender may, at its option,  without notice and  notwithstanding  any
limitation on Lender's ability to use such proceedings as the basis of a default
against  Borrower,  declare  all the  Obligations  presently  due and payable by
Guarantor.

     11. No  Marshalling  of Assets.  Lender may proceed  against any collateral
securing the Obligations and against parties liable therefor in such order as it
may elect,  and  Guarantor  shall not be entitled  to require  Lender to marshal
assets.  The  benefit  of any rule of law or  equity to the  contrary  is hereby
expressly waived.

     12. Impairment of Collateral; Release of Liable Parties. Lender may, in its
sole  discretion  and with or  without  consideration,  release  any  collateral
securing the Obligations or release any party liable  therefor.  The defenses of
impairment  of collateral  and  impairment  of recourse and any  requirement  of
diligence on Lender's part in collecting the Obligations are hereby waived.

     13. Amendment of Obligations.  Lender may, without notice to or the joinder
of Guarantor and without  affecting  Guarantor's  liability  hereunder,  modify,
extend,  accelerate,  reinstate,  refinance,  or renew the Obligations  (with or
without  the  execution  of new  promissory  notes)  and  grant any  consent  or
indulgence with respect thereto.

     14.  Waivers  of  Notice.   Guarantor  hereby  waives  any  requirement  of
presentment,  protest,  notice of dishonor,  notice of default,  demand, and all
other  actions or notices  that may be  otherwise  required on Lender's  part in
connection with the Obligations.

     15.  Subordination.  Guarantor agrees that any existing or future loan made
by Guarantor to Borrower and any other existing or future obligation of Borrower
to Guarantor  shall be  subordinate  to the  Obligations  as to both payment and
collection.  Accordingly,  Guarantor agrees not to accept any payment whatsoever
from Borrower (except for reasonable  salary and  reimbursement of necessary and
reasonable business expenses,  unless Lender notifies Guarantor to the contrary)
or to allow any payment by Borrower on  Guarantor's  behalf until this  Guaranty
has been terminated in full.  Guarantor hereby grants Lender a security interest
in all  obligations  now or  hereafter  owed  Guarantor  by Borrower  and in all
instruments,  chattel  paper and .other  property  now or  hereafter  evidencing
obligations  of Borrower to Guarantor,  together with all  collateral  therefor.
Guarantor  shall  advise  Lender  of the  status of such  obligations  and shall
provide a payment history  therefor upon request.  Lender may file this Guaranty
(or a copy hereof) as a financing  statement with respect thereto, or Lender may
require  Guarantor  to  execute a  separate  financing  statement  with  respect
thereto,  or Lender may require  Guarantor to take any other action necessary to
perfect Lender's  security  interest therein,  at Guarantor's  expense.  Without
limiting the foregoing, all such property owned by Guarantor in which a security
interest may be perfected by possession shall be delivered to Lender immediately
as made  available  to  Guarantor.  Guarantor  agrees  that,  in the  event of a
bankruptcy or other insolvency  proceeding  involving  Borrower,  Guarantor will
timely file a claim for the amount of the subordinated debt, in form approved by
Lender.  Guarantor agrees to pursue said claim with diligence and to comply with
any  instructions  from  Lender  pertaining  to the  pursuit of the  claim.  The
proceeds of any such claim shall be delivered to Lender for  application  to the
Obligations.

     16. Waiver of Rights Against Borrower. Guarantor hereby waives any right of
subrogation to the rights of Lender against  Guarantor and agrees to exercise no
right of indemnity,  contribution or other right of reimbursement from any party
whatsoever until and unless the Obligations have been satisfied in full.

     17. Application of Funds.  Lender may apply amounts received for Borrower's
account  first to pay any  indebtedness  of Borrower  that is not  guaranteed by
Guarantor, if any, before reducing the Obligations.

     18.  Statute of  Limitations.  Guarantor  acknowledges  and agrees that the
statute of limitation  applicable to this Guaranty  shall begin to run only upon
Lender's  accrual of a cause of action  against  Guarantor  hereunder  caused by
Guarantor's  refusal to honor a demand for performance  hereunder made by Lender
in writing;  provided,  however,  if,  subsequent to the demand upon  Guarantor,
Lender reaches an agreement with Borrower on any terms causing Lender to forbear
in the  enforcement  of its demand upon  Guarantor,  the statute of  limitation,
shall be reinstated for its full duration until Lender  subsequently again makes
demand upon Guarantor.

     19.  Cancellation by Lender.  Lender may evidence its  cancellation of this
Guaranty and the release of Guarantor from liability  hereunder by delivering to
Guarantor an instrument of release, or by delivering this Guaranty to Guarantor,
or both.  Unless  Lender  delivers this  original  Guaranty to Guarantor  with a
notation on its face signed and dated by an authorized officer of Lender stating
"Canceled in Full As To All Obligations",  however,  the purported  cancellation
hereof  and  release  of  Guarantor  shall  not  impair  Guarantor's  continuing
liability  for:  (i) any amount of  principal,  interest,  or expenses  that was
mistakenly  omitted by Lender in  calculating  the final  payment  due under the
Obligations,  if the release of Guarantor was based upon Lender's belief that it
had been paid in full;  (ii) any  surviving  liability  of Borrower to reimburse
Lender for expenses or to indemnify Lender provided for in any document executed
prior  to  the  purported   cancellation   hereof  evidencing  or  securing  the
Obligations;  and (iii)  liability  for avoided  payments and  expenses  related
thereto (as provided in detail below).  Lender shall not be obligated to release
any collateral  securing this Guaranty  until after all applicable  time periods
have expired  regarding  bankruptcy  preferences or other avoidance actions that
may  be  applicable  to  the  circumstances  of  payment  of  any  or all of the
Obligations.

     20.  Recovery of Avoided  Payments.  If any amount applied by Lender to the
Obligations   is   subsequently   challenged   by  a   bankruptcy   trustee   or
debtor-in-possession  as an  avoidable  transfer on the grounds that the payment
constituted a preferential payment or a fraudulent conveyance under State law or
the Bankruptcy  Code or any successor  statute  thereto or on any other grounds,
Lender may, at its option and in its sole  discretion,  elect whether to contest
such  challenge.  If Lender  contests  the  avoidance  action,  all costs of the
proceeding,   including  Lender's  attorneys  fees,  will  become  part  of  the
Obligations.  If the contested amount is nevertheless  successfully avoided, the
avoided amount will become part of the Obligations  hereunder.  If Lender elects
not to contest the avoidance action, Lender may tender the amount subject to the
avoidance action to the bankruptcy court,  trustee or  debtor-in-possession  and
the  amount  so  advanced  shall  become  part  of  the  Obligations  hereunder.
Guarantor's  obligation to reimburse Lender for amounts due under this paragraph
shall survive the  purported  cancellation  hereof except as otherwise  provided
above.

     21. Costs of  Collection  Against  Guarantor.  Guarantor  agrees to pay all
costs of collection, including, without limitation, court costs, attorney's fees
and  compensation for time spent by Lender  employees,  that Lender may incur in
enforcing the terms of this Guaranty against Guarantor.

     22.  Changes in  Financial  Condition.  Guarantor  covenants to give Lender
prompt written notice of the creation or discovery of any additional  contingent
liability  or the  occurrence  of  any  other  material  adverse  change  in the
financial condition of Guarantor.

     23. No Unpaid Taxes.  Guarantor  warrants  that  Guarantor is not presently
delinquent in the payment of any taxes imposed by any governmental  authority or
in the filing of any tax return and that  Guarantor is not involved in a dispute
with any taxing  authority  over tax amounts due.  Guarantor  covenants that all
future taxes assessed  against  Guarantor  shall be timely paid and that all tax
returns required of Guarantor shall be timely filed.

     24.  Compliance  with Law.  Guarantor  warrants that  Guarantor's  business
activities are conducted in accordance with all applicable laws and regulations,
and Guarantor covenants that such activities shall continue to be so conducted.

     25.  Assistance  in  Litigation.  Guarantor  covenants  to,  upon  request,
cooperatively participate in any proceeding in which Guarantor is not an adverse
party to Lender and which concerns  Lender's rights regarding the Obligations or
any collateral securing its payment.

     26. Security  Interest;  Setoff.  In order to further secure the payment of
the Obligations, Guarantor hereby grants to Lender a security interest and right
of setoff  against all of  Guarantor's  presently  owned or  hereafter  acquired
monies,  items,  credits,  deposits and instruments  (including  certificates of
deposit)  presently or hereafter in the possession of Lender. By maintaining any
such accounts or other property at Lender, Guarantor acknowledges that Guarantor
voluntarily subjects the property to Lender's rights hereunder.

     27.  Recitals.  Grantor  warrants and agrees that the recitals set forth at
the beginning of this Guaranty are true.

     28. No Burdensome  Agreement.  Guarantor  warrants that  Guarantor is not a
party  to  any  contract  or  agreement  and is not  subject  to any  contingent
liability that does or may impair Guarantor's ability to perform under the terms
of this Guaranty.  Guarantor further warrants that the execution and performance
of this  Guaranty  will not  cause a  default,  acceleration  or other  event of
default under any other contract or agreement to which Guarantor or any property
of Guarantor is subject,  and will not result in the  imposition  of any charge,
penalty, lien or other encumbrance against any of Guarantor's  property,  except
in favor of Lender.

     29. Legal and Binding  Agreement.  Guarantor  warrants that the  execution,
delivery  and  performance  of this  Guaranty  will not violate any  judicial or
administrative  order or governmental law or regulation,  and that this Guaranty
is valid, binding and enforceable in every respect according to its terms.

     30. No Consent  Required.  Guarantor  warrants that Guarantor's  execution,
delivery and  performance  of this Guaranty do not require the consent of or the
giving of notice to any third  party  including,  but not  limited to, any other
lender, governmental body or regulatory authority.

     31.  Consent  to  Jurisdiction  and  Venue.  Guarantor  hereby  irrevocably
consents to the  jurisdiction of the United States District Court for the Middle
District of Tennessee  and of all  Tennessee  State  Courts  sitting in Davidson
County,  Tennessee,  for the purpose of any  litigation to which Lender may be a
party and which  concerns  this  Guaranty  or the  Secured  Indebtedness.  It is
further agreed that venue for any such action shall lie exclusively  with Courts
sitting in Davidson County,  Tennessee,  unless Lender agrees to the contrary in
writing.

     32. Not Partners; No Third Party Beneficiaries. Nothing contained herein or
in any related  document shall be deemed to render Lender a partner of Guarantor
for any purpose. This Guaranty has been executed for the sole benefit of Lender,
and no third party is authorized to rely upon  Lender's  rights  hereunder or to
rely upon an  assumption  that Lender has or will exercise its rights under this
Guaranty or under any document referred to herein.

          33. Notices. Any communications concerning this Guaranty or the credit
     described herein shall be addressed as follows:

                  As to Guarantor:          Terry G. Whitesell
                                            9129 Admirals Bay Drive
                                            Indianapolis, Indiana 46236

                  As to Lender:             Regions Bank
                                            315 Deaderick Street
                                            Nashville, Tennessee 37210
                                            ATTENTION:  Michael F. Sparta

                  With a copy to:           Hix Gray & Dennen, PLLC
                                            315 Deaderick Street
                                            Suite 1620 AmSouth Center
                                            Nashville, Tennessee 37238
                                            ATTENTION:  David B. Gray

Communications  shall only be effective  when set forth in writing and mailed or
delivered to the receiving party's address stated above. Lender or Guarantor may
change its address for receipt of notices by submitting the change in writing to
the other party.

     34.  Indulgence Not Waiver.  Lender's  indulgence in any departure from the
terms of this Guaranty or any other document shall not prejudice Lender's rights
to make demand and recover from Guarantor in accordance  with this Guaranty,  or
otherwise demand strict compliance with this Guaranty.

     35. Cumulative Remedies.  The remedies provided Lender in this Guaranty are
not  exclusive of any other  remedies  that may be available to Lender under any
other document or at law or equity.

     36.  Amendment and Waiver in Writing.  No provision of this Guaranty can be
amended or waived,  except by a statement in writing signed by the party against
which enforcement of the amendment or waiver is sought.

     37.  Assignment.  This  Guaranty  shall be  binding  upon and  inure to the
benefit of the respective heirs, successors and assigns of Guarantor and Lender,
except that  Guarantor  shall not assign any rights or delegate any  obligations
arising  hereunder  without the prior written  consent of Lender.  Any attempted
assignment or delegation by Guarantor  without the required  prior consent shall
be void.

     38.  Severability.  Should any  provision  of this  Guaranty  be invalid or
unenforceable  for any reason,  the remaining  provisions hereof shall remain in
full effect.

     39.  Applicable  Law. The validity,  construction  and  enforcement of this
Guaranty and all other documents  executed with respect to the Obligations shall
be determined  according to the laws of Tennessee  applicable  to contracts,  in
which State this Guaranty has been executed and delivered.

     40. Gender and Number.  Words used herein indicating gender or number shall
be read as context may require.

     41.  Captions Not  Controlling  Captions and headings have been included in
this Guaranty for the convenience of the parties,  and shall not be construed as
affecting the content of the respective paragraphs.

     42. Notice to Lender Upon Perceived Breach. GUARANTOR AGREES TO GIVE LENDER
WRITTEN  NOTICE OF ANY  ACTION OR  INACTION  BY LENDER IN  CONNECTION  WITH TILE
OBLIGATIONS  THAT  GUARANTOR  BELIEVES  MAY BE  ACTIONABLE  AGAINST  LENDER OR A
DEFENSE TO PAYMENT FOR ANY REASON, INCLUDING, 13UT NOT LIMITED TO, COMMISSION OF
A TORT OR VIOLATION OF ANY  CONTRACTUAL  DUTY OR DUTY IMPLIED BY LAW.  GUARANTOR
AGREES THAT UNLESS SUCH NOTICE IS DULY GIVEN AS PROMPTLY AS POSSIBLE (AND IN ANY
EVENT  WITHIN  TEN (10)  DAYS  AFTER  GUARANTOR  LEARNS  OF ANY SUCH  ACTION  OR
INACTION),  GUARANTOR  SHALL NOT ASSERT AGAINST  LENDER,  AND GUARANTOR SHALL BE
DEEMED TO HAVE WAIVED, ANY CLAIM OR DEFENSE ARISING THEREFROM.

     43. No Oral Representations  Limiting Enforcement.  Guarantor  acknowledges
Lender's  intention to enforce this Guaranty to the fullest extent  possible and
Guarantor acknowledges that Lender had made no oral statements to Guarantor that
could be construed as a waiver of Lender's right to enforce this Guaranty by all
available legal means.

EXECUTED the date first written above.


THE  UNDERSIGNED  ACKNOWLEDGES  A THOROUGH  UNDERSTANDING  OF TILE TERMS OF THIS
GUARANTY AND AGREES TO BE BOUND THEREBY.


                                ------------------------------------------
                                TERRY G. WHITESELL


-------------------------------
WITNESS


<PAGE>

                               NOTICE TO GUARANTOR

     You are being  asked to  guarantee  all  existing  and future  debts of the
Borrower  entered  into with this bank.  Think  carefully  before you do. If the
Borrower does not pay the debt,  you will have to. Be sure you can afford to pay
if you have to, and that you want to accept this responsibility.

     You may have to pay up to the full amount of the debt if the Borrower  does
not pay. You may also have to pay late fees or collection  costs which  increase
this amount.

     The bank can  collect the  Obligations  from you  without  first  trying to
collect from the Borrower.  The Bank can use the same collection methods against
you that can be used against the Borrower,  such as suing you,  garnishing  your
wages,  etc. If this debt is ever in default,  that fact may become part of your
credit record.

     This notice is not the contract that makes you liable for the debt.

     I have read the above  notice,  understand  its contents,  and  acknowledge
receipt of a copy of this notice this 30th day of May, 2000. 1


                                   --------------------------
                                   TERRY G. WHITESELL

<PAGE>


                      UNCONDITIONAL AND CONTINUING GUARANTY


     THIS UNCONDITIONAL AND CONTINUING  GUARANTY  ("Guaranty") is executed as of
the 1St day of June, 2000, by Timothy S. Durham ("Guarantor"), an individual, in
favor of Regions Bank ("Lender'), a banking corporation.

                                   WITNESSETH:

     WHEREAS,  Lender  has  agreed to extend  credit to Pyramid  Coach  Inc.,  a
Tennessee  corporation  and DW  Leasing  Company,  LLC,  a  Mississippi  limited
liability  company   (collectively   the  "Borrower"),   on  certain  terms  and
conditions; and

     WHEREAS,  one condition to Lender's  agreement to extend credit to Borrower
is  that  Guarantor  must  unconditionally  guarantee  all  present  and  future
obligations of Borrower to Lender;

     NOW,  THEREFORE,  as an  inducement  to cause  Lender to  extend  credit to
Borrower, and for other valuable  consideration,  the receipt and sufficiency of
which are acknowledged, it is agreed as follows:

     1. Definition of Obligations.  As used herein, the "Obligations" shall mean
all present and future debts and other  obligations of Borrower or any successor
thereof to Lender, whether arising by contract,  tort, guaranty,  overdraft,  or
otherwise;  whether direct or indirect, absolute or contingent;  whether arising
from an original  obligation of Borrower;  whether such debts or obligations are
from time to time increased,  reduced,  or entirely  extinguished or reincurred;
whether or not the advances or events  creating such debts or other  obligations
are presently foreseen or are incurred with or without notice to Guarantor;  and
regardless  of the class of the debts or other  obligations,  be they  otherwise
secured or unsecured.

     2. Guaranty of Payment.  Guarantor  hereby  guarantees to Lender the timely
payment and performance of the Obligations.

     3. Solvency of Guarantor.  Guarantor  warrants to Lender that  Guarantor is
not insolvent and that  Guarantor's  execution  hereof does not render Guarantor
insolvent for the purpose of State or Federal fraudulent  transfer laws or other
avoidance laws.

     4.  Prospective  Cancellation  of  Guaranty.  Guarantor's  guarantee of the
Obligations  is  irrevocable,  except that  Guarantor may at any time by written
notice to Lender prospectively  terminate Guarantor's liability for any advances
made by Lender subsequent to Lender's receipt of the termination notice,  except
for any advance that Lender had previously committed to make. After the delivery
of such notice to Lender, Guarantor shall remain fully liable for all principal,
interest  and  expenses  outstanding  as of the time of Lender's  receipt of the
cancellation hereof; for all interest  subsequently accruing thereon and for all
expenses  subsequently  incurred by Lender  with  respect  thereto;  and for all
subsequent  principal advances that Lender may have previously committed to make
regardless  of whether  Lender  waived any  default or  condition  precedent  in
actually making the advance(s),  together with all interest thereon and expenses
related thereto.

     5. Guaranty  Unconditional.  Guarantor's  guarantee of the  Obligations  is
absolute and unconditional.  The validity of this Guaranty shall not be impaired
by  any  event   whatsoever,   including,   but  not  limited  to,  the  merger,
consolidation,  dissolution,  cessation of business or  liquidation of Borrower;
the financial decline or bankruptcy of Borrower;  the failure of any other party
to  guarantee  the  Obligations  or to provide  collateral  therefore;  Lender's
compromise or settlement  with or without release of Borrower or any other party
liable  for  the  Obligations;  Lender's  release  of  any  collateral  for  the
Obligations;  Lender's  failure to file suit  against  Borrower  (regardless  of
whether  Borrower  is becoming  insolvent,  if believed to be about to leave the
State or any other  circumstance);  Lender's failure to give Guarantor notice of
default by Borrower;  the  unenforceability of the Obligations against Borrower,
due to bankruptcy  discharge,  counterclaim  or for any other  reason;  Lender's
acceleration  of the  Obligations at any time; the  extension,  modification  or
renewal of the Obligations;  Lender's failure to undertake or exercise diligence
in collection  efforts  against any party or property;  the  termination  of any
relationship  of Guarantor  with  Borrower,  including,  but not limited to, any
relationship of employment,  ownership,  commerce or marriage; Borrower's change
of name or use of any name other than the name used to identify Borrower in this
Guaranty;  or Borrower's use of the credit extended for any purpose  whatsoever.
Each  advance of credit by Lender to Borrower  following  the  execution  hereof
shall be deemed made in reliance upon the  continued  operation of this Guaranty
and shall constitute additional  consideration for Guarantor's execution of this
Guaranty.  Guarantor  agrees that this Guaranty  shall be valid and binding upon
Guarantor  upon the  delivery of this  executed  Guaranty to Lender by any party
whomsoever.

     6. Primary Liability of Guarantor. This Guaranty constitutes a guarantee of
payment and performance and not of collection.  Accordingly,  Lender may enforce
this Guaranty against  Guarantor without first making demand upon or instituting
collection   proceedings  against  Borrower.   Guarantor's   liability  for  the
Obligations is hereby declared to be primary,  and not secondary,  and Guarantor
may be called upon hereunder to make any payment when due under the Obligations.
Each document  presently or hereafter executed by Borrower to evidence or secure
an obligation to Lender is  incorporated  herein by reference and shall be fully
enforceable against Guarantor.

     7.  Death of  Guarantor.  In the  event  of the  death  of  Guarantor,  the
obligation  of  Guarantor  shall  continue  in full  force  and  effect  against
Guarantor's  estate,  and the executor or  administrator of such estate shall be
obligated and  authorized to pay such debt and  otherwise  honor this  Guaranty,
and, if acceptable to Lender,  to execute renewal  Guaranties or endorsements or
notes or other evidences of indebtedness, from time to time, with respect to any
unpaid obligations hereunder.

     8.  Disclosure of  Litigation.  Guarantor  warrants  that  Guarantor is not
presently  a party to any  pending  litigation,  arbitration  or  administrative
proceeding or the subject of any  investigation;  that there is not  litigation,
arbitration or  administrative  proceeding or investigation  threatened in which
Guarantor  will be a party;  that  Guarantor  is not subject to any  outstanding
court or administrative  order; and that, to the best of Guarantor's  knowledge,
information  and  belief,  no facts  exist  which  give  rise to claims by third
parties against Guarantor which have not yet been asserted.  Guarantor covenants
to  give  Lender  prompt   written  notice  of  any   litigation,   arbitration,
administrative  proceeding or investigation  that may hereafter be instituted or
threatened  in which  Guarantor  would be a party,  whether  or not  Guarantor's
liability under such proceeding would be covered by insurance.

     9. Financial Statements.

          (a)  Warranties.   Guarantor   warrants  that  Guarantor's   financial
               statements delivered to Lender in connection with the Obligations
               have  been  prepared  in  accordance   with  generally   accepted
               accounting  principles,   consistently  applied,  and  are  true,
               accurate  and  complete in every  respect.  Without  limiting the
               foregoing,  Guarantor  warrants  that such  financial  statements
               disclose  all  known  contingent  liabilities  as well as  direct
               liabilities.  Guarantor  acknowledges that Lender has relied upon
               such  financial  statements,   and  Guarantor  warrants  that  no
               material  adverse change has occurred in the financial  condition
               reflected in such financial  statements.  Guarantor warrants that
               Guarantor has good and absolute title to the assets  disclosed on
               Guarantor's  balance sheet  disclosed to Lender,  subject only to
               liens,   security  interests  and  other  encumbrances   securing
               liabilities listed thereon; and

          (b)  Reporting Requirements. Guarantor covenants to furnish to Lender,
               copies  of  Guarantor's  tax  returns  and  additional  financial
               statements in form and  substance  acceptable to Lender both upon
               demand and annually without demand, on or before April 30 of each
               year.  Lender may require that any such  financial  statements be
               audited, at Guarantor's expense, by a certified public accountant
               acceptable to Lender.  Lender may require that any accountant who
               reviews,   compiles  or  certifies  such   financial   statements
               expressly acknowledge Lender's reliance thereon.

     10. Bankruptcy of Borrower. If proceedings are instituted by Borrower under
any  State  insolvency  law or under  any  Federal  bankruptcy  law,  or if such
proceedings are instituted  against Borrower and are not dismissed within thirty
(30) days,  Lender may, at its option,  without notice and  notwithstanding  any
limitation on Lender's ability to use such proceedings as the basis of a default
against  Borrower,  declare  all the  Obligations  presently  due and payable by
Guarantor.

     11. No  Marshalling  of Assets.  Lender may proceed  against any collateral
securing the Obligations and against parties liable therefor in such order as it
may elect,  and  Guarantor  shall not be entitled  to require  Lender to marshal
assets.  The  benefit  of any rule of law or  equity to the  contrary  is hereby
expressly waived.

     12. Impairment of Collateral; Release of Liable Parties. Lender may, in its
sole  discretion  and with or  without  consideration,  release  any  collateral
securing the Obligations or release any party liable  therefor.  The defenses of
impairment  of collateral  and  impairment  of recourse and any  requirement  of
diligence on Lender's part in collecting the Obligations are hereby waived.

     13. Amendment of Obligations.  Lender may, without notice to or the joinder
of Guarantor and without  affecting  Guarantor's  liability  hereunder,  modify,
extend,  accelerate,  reinstate,  refinance,  or renew the Obligations  (with or
without  the  execution  of new  promissory  notes)  and  grant any  consent  or
indulgence with respect thereto.

     14.  Waivers  of  Notice.   Guarantor  hereby  waives  any  requirement  of
presentment,  protest,  notice of dishonor,  notice of default,  demand, and all
other  actions or notices  that may be  otherwise  required on Lender's  part in
connection with the Obligations.

          15. Subordination. Guarantor agrees that any existing or future loan
made by Guarantor to Borrower and any other existing or future obligation of
     Borrower to Guarantor  shall be subordinate  to the  Obligations as to both
payment
and collection. Accordingly, Guarantor agrees not to accept any payment
whatsoever from Borrower (except for reasonable salary and reimbursement of
necessary and reasonable business expenses, unless Lender notifies Guarantor to
the contrary) or to allow any payment by Borrower on Guarantor's behalf until
this Guaranty has been terminated in full. Guarantor hereby grants Lender a
security interest in all obligations now or hereafter owed Guarantor by Borrower
and in all instruments, chattel paper and other property now or hereafter
evidencing obligations of Borrower to Guarantor, together with all collateral
therefor. Guarantor shall advise Lender of the status of such obligations and
shall provide a payment history therefor upon request. Lender may file this
Guaranty (or a copy hereof) as a financing statement with respect thereto, or
Lender may require Guarantor to execute a separate financing statement with
respect thereto, or Lender may require Guarantor to take any other action
necessary to perfect Lender's security interest therein, at Guarantor's expense.
Without limiting the foregoing, all such property owned by Guarantor in which a
security interest may be perfected by possession shall be delivered to Lender
immediately as made available to Guarantor. Guarantor agrees that, in the event
of a bankruptcy or other insolvency proceeding involving Borrower, Guarantor
will timely file a claim for the amount of the subordinated debt, in form
approved by Lender. Guarantor agrees to pursue said claim with diligence and to
comply with any instructions from Lender pertaining to the pursuit of the claim.
The proceeds of any such claim shall be delivered to Lender for application to
the Obligations.

     16. Waiver of Rights Against Borrower. Guarantor hereby waives any right of
subrogation to the rights of Lender against  Guarantor and agrees to exercise no
right of indemnity,  contribution or other right of reimbursement from any party
whatsoever until and unless the Obligations have been satisfied in full.

     17. Application of Funds.  Lender may apply amounts received for Borrower's
account  first to pay any  indebtedness  of Borrower  that is not  guaranteed by
Guarantor, if any, before reducing the Obligations.

     18.  Statute of  Limitations.  Guarantor  acknowledges  and agrees that the
statute of limitation  applicable to this Guaranty  shall begin to run only upon
Lender's  accrual of a cause of action  against  Guarantor  hereunder  caused by
Guarantor's  refusal to honor a demand for performance  hereunder made by Lender
in writing;  provided,  however,  if,  subsequent to the demand upon  Guarantor,
Lender reaches an agreement with Borrower on any terms causing Lender to forbear
in the enforcement of its demand upon Guarantor, the statute of limitation shall
be reinstated for its full duration until Lender subsequently again makes demand
upon Guarantor.

     19.  Cancellation by Lender.  Lender may evidence its  cancellation of this
Guaranty and the release of Guarantor from liability  hereunder by delivering to
Guarantor an instrument of release, or by delivering this Guaranty to Guarantor,
or both.  Unless  Lender  delivers this  original  Guaranty to Guarantor  with a
notation on its face signed and dated by an authorized officer of Lender stating
"Canceled in Full As To All Obligations",  however,  the purported  cancellation
hereof  and  release  of  Guarantor  shall  not  impair  Guarantor's  continuing
liability  for:  (i) any amount of  principal,  interest,  or expenses  that was
mistakenly  omitted b9 Lender in  calculating  the final  payment  due under the
Obligations,  if the release of Guarantor was based upon Lender's belief that it
had been paid in full;  (ii) any  surviving  liability  of Borrower to reimburse
Lender for expenses or to indemnify Lender provided for in any document executed
prior  to  the  purported   cancellation   hereof  evidencing  or  securing  the
Obligations;  and (iii)  liability  for avoided  payments and  expenses  related
thereto (as provided in detail below).  Lender shall not be obligated to release
any collateral  securing this Guaranty  until after all applicable  time periods
have expired  regarding  bankruptcy  preferences or other avoidance actions that
may  be  applicable  to  the  circumstances  of  payment  of  any  or all of the
Obligations.

     20.  Recovery of Avoided  Payments.  If any amount applied by Lender to the
Obligations   is   subsequently   challenged   by  a   bankruptcy   trustee   or
debtor-in-possession  as an  avoidable  transfer on the grounds that the payment
constituted a preferential payment or a fraudulent conveyance under State law or
the Bankruptcy  Code or any successor  statute  thereto or on any other grounds,
Lender may, at its option and in its sole  discretion,  elect whether to contest
such  challenge.  If Lender  contests  the  avoidance  action,  all costs of the
proceeding,   including  Lender's  attorneys  fees,  will  become  part  of  the
Obligations.  If the contested amount is nevertheless  successfully avoided, the
avoided amount will become part of the Obligations  hereunder.  If Lender elects
not to contest the avoidance action, Lender may tender the amount subject to the
avoidance action to the bankruptcy court,  trustee or  debtor-in-possession  and
the  amount  so  advanced  shall  become  part  of  the  Obligations  hereunder.
Guarantor's  obligation to reimburse Lender for amounts due under this paragraph
shall survive the  purported  cancellation  hereof except as otherwise  provided
above.

     21. Costs of  Collection  Against  Guarantor.  Guarantor  agrees to pay all
costs of collection, including, without limitation, court costs, attorney's fees
and  compensation for time spent by Lender  employees,  that Lender may incur in
enforcing the terms of this Guaranty against Guarantor.

     22.  Changes in  Financial  Condition.  Guarantor  covenants to give Lender
prompt written notice of the creation or discovery of any additional  contingent
liability  or the  occurrence  of  any  other  material  adverse  change  in the
financial condition of Guarantor.

     23. No Unpaid Taxes.  Guarantor  warrants  that  Guarantor is not presently
delinquent in the payment of any taxes imposed by any governmental  authority or
in the filing of any tax return and that  Guarantor is not involved in a dispute
with any taxing  authority  over tax amounts due.  Guarantor  covenants that all
future taxes assessed  against  Guarantor  shall be timely paid and that all tax
returns required of Guarantor shall be timely filed.

     24.  Compliance  with Law.  Guarantor  warrants that  Guarantor's  business
activities are conducted in accordance with all applicable laws and regulations,
and Guarantor  covenants that such activities shall continue to be so conducted.


     25.  Assistance  in  Litigation.  Guarantor  covenants  to,  upon  request,
cooperatively participate in any proceeding in which Guarantor is not an adverse
party to Lender and which concerns  Lender's rights regarding the Obligations or
any collateral securing its payment.

     26. Security  Interest;  Setoff.  In order to further secure the payment of
the Obligations, Guarantor hereby grants to Lender a security interest and right
of setoff  against all of  Guarantor's  presently  owned or  hereafter  acquired
monies,  items,  credits,  deposits and instruments  (including  certificates of
deposit)  presently or hereafter in the possession of Lender. By maintaining any
such accounts or other property at Lender, Guarantor acknowledges that Guarantor
voluntarily subjects the property to Lender's rights hereunder.

     27.  Recitals.  Grantor  warrants and agrees that the recitals set forth at
the beginning of this Guaranty are true.

     28. No Burdensome  Agreement.  Guarantor  warrants that  Guarantor is not a
party  to  any  contract  or  agreement  and is not  subject  to any  contingent
liability that does or may impair Guarantor's ability to perform under the terms
of this Guaranty.  Guarantor further warrants that the execution and performance
of this  Guaranty  will not  cause a  default,  acceleration  or other  event of
default under any other contract or agreement to which Guarantor or any property
of Guarantor is subject,  and will not result in the  imposition  of any charge,
penalty, lien or other encumbrance against any of Guarantor's  property,  except
in favor of Lender.

     29. Legal and Binding  Agreement.  Guarantor  warrants that the  execution,
delivery  and  performance  of this  Guaranty  will not violate any  judicial or
administrative  order or governmental law or regulation,  and that this Guaranty
is valid, binding and enforceable in every respect according to its terms.

     30. No Consent  Required.  Guarantor  warrants that Guarantor's  execution,
delivery and  performance  of this Guaranty do not require the consent of or the
giving of notice to any third  party  including,  but not  limited to, any other
lender, governmental body or regulatory authority.

     31.  Consent  to  Jurisdiction  and  Venue.  Guarantor  hereby  irrevocably
consents to the  jurisdiction of the United States District Court for the Middle
District of Tennessee  and of all  Tennessee  State  Courts  sitting in Davidson
County,  Tennessee,  for the purpose of any  litigation to which Lender may be a
party and which  concerns  this  Guaranty  or the  Secured  Indebtedness.  It is
further agreed that venue for any such action shall lie exclusively  with Courts
sitting in Davidson County,  Tennessee,  unless Lender agrees to the contrary in
writing.

     32. Not Partners; No Third Party Beneficiaries. Nothing contained herein or
in any related  document shall be deemed to render Lender a partner of Guarantor
for any purpose. This Guaranty has been executed for the sole benefit of Lender,
and no third party is authorized to rely upon  Lender's  rights  hereunder or to
rely upon an assumption  that Lender `has or will exercise its rights under this
Guaranty or under any document referred to herein.

     33.  Notices.  Any  communications  concerning  this Guaranty or the credit
described  herein  shall be addressed as follows:  As to  Guarantor:  Timothy S.
Durham 9064 Diamond Pointe Drive Indianapolis, Indiana 46236

                  As to Lender:             Regions Bank
                                            315 Deaderick Street
                                            Nashville, Tennessee 37210
                                            ATTENTION:  Michael F. Sparta

                  With a copy to:           Hix Gray & Dennen, PLLC
                                            315 Deaderick Street
                                            Suite 1620 AmSouth Center
                                            Nashville, Tennessee 37238
                                            ATTENTION:  David B. Gray

Communications  shall only be effective  when set forth in writing and mailed or
delivered to the receiving party's address stated above. Lender or Guarantor may
change its address for receipt of notices by submitting the change in writing to
the other party.

     34.  Indulgence Not Waiver.  Lender's  indulgence in any departure from the
terms of this Guaranty or any other document shall not prejudice Lender's rights
to make demand and recover from Guarantor in accordance  with this Guaranty,  or
otherwise demand strict compliance with this Guaranty.

     35. Cumulative Remedies.  The remedies provided Lender in this Guaranty are
not  exclusive of any other  remedies  that may be available to Lender under any
other document or at law or equity.

     36.  Amendment and Waiver in Writing.  No provision of this Guaranty can be
amended or waived,  except by a statement in writing signed by the party against
which enforcement of the amendment or waiver is sought.

     37.  Assignment.  This  Guaranty  shall be  binding  upon and  inure to the
benefit of the respective heirs, successors and assigns of Guarantor and Lender,
except that  Guarantor  shall not assign any rights or delegate any  obligations
arising  hereunder  without the prior written  consent of Lender.  Any attempted
assignment or delegation by Guarantor  without the required  prior consent shall
be void.

     38.  Severability.  Should any  provision  of this  Guaranty  be invalid or
unenforceable  for any reason,  the remaining  provisions hereof shall remain in
full effect.

     39.  Applicable  Law. The validity,  construction  and  enforcement of this
Guaranty and all other documents  executed with respect to the Obligations shall
be determined  according to the laws of Tennessee  applicable  to contracts,  in
which State this Guaranty has been executed and delivered.

     40. Gender and Number.  Words used herein indicating gender or number shall
be read as context may require.

     41.  Captions Not  Controlling  Captions and headings have been included in
this Guaranty for the convenience of the parties,  and shall not be construed as
affecting the content of the respective paragraphs.

     42. Notice to Lender Upon Perceived Breach. GUARANTOR AGREES TO GIVE LENDER
WRITTEN  NOTICE OF ANY  ACTION OR  INACTION  BY  LENDER IN  CONNECTION  WITH THE
OBLIGATIONS  THAT  GUARANTOR  BELIEVES  MAY BE  ACTIONABLE  AGAINST  LENDER OR A
DEFENSE TO PAYMENT FOR ANY REASON,  INCLUDING, BUT NOT LIMITED TO, COMMISSION OF
A TORT OR VIOLATION OF ANY  CONTRACTUAL  DUTY OR DUTY IMPLIED BY LAW.  GUARANTOR
AGREES THAT UNLESS SUCH NOTICE IS DULY GIVEN AS PROMPTLY AS POSSIBLE (AND IN ANY
EVENT  WITHIN  TEN (10)  DAYS  AFTER  GUARANTOR  LEARNS  OF ANY SUCH  ACTION  OR
INACTION),  GUARANTOR  SHALL NOT ASSERT AGAINST  LENDER,  AND GUARANTOR SHALL BE
DEEMED TO HAVE WAIVED, ANY CLAIM OR DEFENSE ARISING THEREFROM.

     43. No Oral Representations  Limiting Enforcement.  Guarantor  acknowledges
Lender's  intention to enforce this Guaranty to the fullest extent  possible and
Guarantor acknowledges that Lender had made no oral statements to Guarantor that
could be construed as a waiver of Lender's right to enforce this Guaranty by all
available legal means.

EXECUTED the date first written above.


THE  UNDERSIGNED  ACKNOWLEDGES  A  THOROUGH  UNDERSTANDING  OF THE TERMS OF THIS
GUARANTY AND AGREES TO BE BOUND THEREBY.

                                   -----------------------------------------
                                   TIMOTHY S. DURHAM

-----------------------------
WITNESS


<PAGE>
                                   NOTICE TO GUARANTOR

     You are being  asked to  guarantee  all  existing  and future  debts of the
Borrower  entered  into with this bank.  Think  carefully  before you do. If the
Borrower does not pay the debt,  you will have to. Be sure you can afford to pay
if you have to, and that you want to accept this responsibility.

     You may have to pay up to the full amount of the debt if the Borrower  does
not pay. You may also have to pay late fees or collection  costs which  increase
this amount.

     The bank can  collect the  Obligations  from you  without  first  trying to
collect from the Borrower.  The Bank can use the same collection methods against
you that can be used against the Borrower,  such as ] suing you, garnishing your
wages,  etc. If this debt is ever in default,  that fact may become part of your
credit record.

     This notice is not the contract that makes you liable for the debt.

     I have read the above  notice,  understand  its contents,  and  acknowledge
receipt of a copy of this notice this 30th day of May, 2000.



                             -------------------------
                             TIMOTHY S. DURHAM


<PAGE>