EXHIBIT 10.21


EDGAR COUNTY BANK & TRUST CO.      D W LEASING COMPANY, LLC    KJW / DFS
177 W WOOD ST                      TERRY WHITESELL PRESIDENT   Loan Number 18999
P0 BOX 400                         502 CROSSOVER ROAD          Date
PARIS IL 61944                     TUPELO MS 38801             Maturity Date
LENDER'S NAME AND ADDRESS                                      Loan Amount $
"You" means the Lender, its         BORROWER'S NAME AND        Renewal of
successors and assigns.             ADDRESS
                                    "I" includes each Borrower
                                    above, jointly and
                                    severally.

TERMS FOLLOWING A  APPLY ONLY IF CHECKED

NOTE - For value received, I promise to pay to you, or your order, at your
address above, the principal sum of: -----------------------------------------
                                                     Dollars $
plus Interest from      at the rate of         %  per year until ----------    .

ADDITIONAL  FINANCE CHARGE - I also agree to pay a nonrefundable  service charge
of $ __ , and it will be __ paid in cash.  __ paid pro rata over the loan  term.
__ withheld from the proceeds.  (If this fee is withheld from the proceeds,  the
amount is included in the principal sum.)

PAYMENT  -  I  will  pay  this  note  as  follows:
  (a) ___   Interest  due:
            Principal  due:
  (b) _X_   This  note  has           payments.  The first payment will be in
the amountof  $                and will be due

   A  payment  of  $       will be due on the        day  of  each      MONTH
 thereafter.
  The final payment of      the entire unpaid balance of principal and interest
will be due    .

INTEREST - Interest accrues on a        [X] P0ST-MATURITY INTREST. Interest will
360/ACTUAL basis                        accrue at the rate of _______ per
[ ]MINIMUM INTEREST CHARGE - I agree    year on the balance of this note not
to pay a minimum interest charge of     paid at maturity, including maturity by
 $ ______________ if I pay this loan    acceleration
off before you have earned that much
[X] LATE CHARGE - I agree to pay a      7.00% ABOVE YOUR CURRENT CONTRACT RATE
late charge on any payment made more    ON  ANY  AMOUNT 30 DAYS PAST DUE
than 10  days  after  it  is  due
equal  to  5%  of  the  payment,  or    THE PURPOSE OF THIS LOAN IS -
$10.00,  whichever  is greater.

SECURITY - You have certain rights that may affect my property As explained on
page 2. This loan [ ] is [X] is not further secured.

(a)  This loan is secured by                            ,  dated          .

(b)  [X} Security  Agreement - I give you a  security  interest in the Property
     described  below.  The  rights I am  giving  you in this  Property  and the
     obligations this agreement secures are defined on page 2 of this agreement.





                          This Property will be used for BUSINESS  purposes.

<TABLE>
<S>                             <C>                  <C>                       <C>                           <C>
  ANNUAL PERCENTAGE RATE        FINANCE CHARGE           AMOUNT FINANCED            TOTAL OF PAYMENTS          I have the right to
   The cost of my credit      The dollar amount       The amount of credit      The amount I will have      receive at this time an
     as a yearly rate.               the             provided to me or on my    paid when I have made          itemization of the
                             credit will cost me.            behalf.            all scheduled payments.         Amount Financed.
             %                                                                                                      YES - I want
                             $                     $                            $                                   an itemization.


                                                                                                                    NO
                                                                                                                    -
                                                                                                                    I
                                                                                                                    do
                                                                                                                    not
                                                                                                                    want
                                                                                                                    an
                                                                                                                    itemization.

My Payment Schedule will
be:
Number of Payments       Amount of Payments                      When Payments Are Due
                                                                                                           "e"
means an estimate

                                                                                                      $________ Filing Fees
                                                                                                      $________ Nonfiling Insurance
</table>
1[ ]This  note has a demand  feature.  [ ]This note is payable on demand end all
disclosures are based on an assumed maturity of one year.

Security - I am giving a security  interest in:
[ ] the goods or property being purchased.
[X] the goods or property being  purchased.  2001 PREVOST COACH
[ ] collateral  securing other loans with you may also secure this loan.
[ ] my deposit  accounts and other rights to the payment of money from you.
[X] Late Charge - I will be charged a late charge on any payment  made more than
10 day,  after It is due equal to 5% of the  payment,  or *10.00,  whichever  is
greater.
[ ] Required Deposit - The annual  percentage rate does not take Into account my
required deposit.
Prepayment - If I pay off this note early,  I
        [ ] may         [X] will not    have to pay a  penalty.
        [ ] may         [X] will not    be entitled to a refund of part of the
                                        finance charge

[X]  ~Assumption  -Someone buying the property  securing this obligation  cannot
assume the  remainder  of the  obligation  on the original  terms.  I can see my
contract documents for any additional Information about nonpayment, default, any
required  repayment  before the  scheduled  date,  and  prepayment  refunds arid
penalties.

CREDIT INSURANCE - Credit life Insurance and credit disability Insurance are not
reqired to obtain  credit,  and will not be  provided  unless I agree to pay the
additional premiums

                                ITEMIZATION OF AMOUNT FINANCED
                                AMOUNT GIVEN TO ME DIRECTLY $------------------
                                AMOUNT PAID ON MY (LOAN) ACCOUNT
Type      Premium    Term       __________________________  $ -----------------

Credit Life                     AMOUNTS PAID TO OTHERS ON MY BEHALF:
Credit Disability               Insurance Premiums $ -----------------
Joint Credit Life               to Public Officials$ ------------------
-------------------------------    ----------------------    $-----------------
I [ ] do [X} do not want credit life Insurance.              $-----------------
I [ ] do [X} do not want credit disability insurance.        $-----------------
I [ ] do [X} do not want joint credit life insurance.
                             (less) PREPAID FINANCE CHARGE(S)$-----------------
I [ ] do    _________________________________________________ insurance.
X                                       Amount Financed       $
X                                 (You are retaining a portion of the
                                   Items marked above with an asterisk)
                                  (Add all items financed and subtract
                                   prepaid finance charges.)

PROPERTY INSURANCE - I may obtain property Insurance from anyone I want that
is acceptable to you. if I get the insurance from or through you I will pay $
______________________ for __________________________ of coverage.

INTEREST INSURANCE - I may obtain a single interest insurance from _________
Is acceptable to you.  If I get the insurance from anyone I want or through you
I will pay $_______ for ____________ of coverage.
                 (optional)


                    SIGNATURES. IAGREE TO THE TERMS SET OUT ON PAGE 1 SINGLE AND
                    PAGE 2 OF THIS  AGREEMENT.  I HAVE  RECEIVED  A COPY OF THIS
                    DOCUMENT ON TODAY'S DATE.


                    COSIGNERS - SEE NOTICE ON PAGE 2 BEFORE SIGNING.
                                Signature--------------------------------------
                                          D W LEASING COMPANY, LLC
Signed  _____________________________
Title  DAVID SULLIVAN~ PRESIDENT
                                Signature-------------------------------------
                                          TERRY WHITESELL PRESIDENT


<PAGE>



                          ADDITIONAL TERMS OF THE NOTE

DEFINITIONS - "I," "me" or "my' means each Borrower who signs this note and each
other person or legal entity (including guarantors, endorser,, and sureties) who
agrees to pay this note  (together  referred to as "us").  "You" or `your' means
the Lender and its successor, and assigns.

APPLICABLE LAW - This note and any agreement securing this note will be governed
by the laws of the state of Illinois. The federal  Truth-in-Lending  disclosures
on page 1 are  disclosures  only  and  are  not  intended  to be  terms  of this
agreement.  The fact that any part of this  note  cannot  be  enforced  will not
affect the rest of this note. Any change to this note or any agreement  securing
this note must be in writing and signed by you and me. PAYMENTS - Each payment I
make on this  loan  will be  applied  first  to any  charge.  I owe  other  than
principal and  interest,  then to interest that is due, and finally to principal
that is due.  No late  charge  will be  assessed  on any  payment  when the only
delinquency is due to late fees assessed on earlier  payments and the payment is
otherwise a full  payment.  The actual amount of my final payment will depend on
my payment record.

     I  understand  and agree that some  payments to third  parties as a part of
this  contract  may  involve  money  retained  by you  or  paid  back  to you as
commissions or other remuneration.

PREPAYMENT - I may prepay this loan in whole or in part at any time. If I prepay
in part,  I must  still make each later  payment  in the  original  amount as it
becomes due until this note is paid in full.

ACCRUAL METHOD - The amount of interest that I will pay on this loan will
be calculated using the interest rate and accrual method stated on page 1. For
interest calculation, the accrual method will determine the number of days in a
year. if no accrual method is stated, than you may use any accrual method for
calculating interest allowed by law.

POST-MATURITY INTEREST - Interest will accrue on the principal balance remaining
unpaid  after final  maturity at the rate  specified  on page 1. For purposes of
this section,  final maturity occurs:  (a) If this loan is payable on demand, on
the date you make demand for payment; (b) If this loan is payable on demand with
alternate  payment  date(s),  on the date you make  demand for payment or on the
final alternate payment date,  whichever is earlier; (c) On the date of the last
scheduled  payment of principal;  or (d) On the date you accelerate the due date
of this loan (demand immediate payment).

REAL ESTATE OR RESIDENCE  SECURITY - If this loan is secured by real estate or a
residence  that is  personal  property,  the  existence  of a  default  and your
remedies for such a default will be determined  by applicable  law, by the terms
of any separate instrument creating the security Interest and, to the extent not
prohibited  by law  end not  contrary  to the  terms  of the  separate  security
Instrument, by this agreement.

DEFAULT - Subject to any limitations in the "REAL ESTATE OR RESIDENCE  SECURITY"
paragraph  above,  I will be in default on this loan and any agreement  securing
this  loan  if any one or more  of the  following  occurs:

(a)  I fail to make a payment in lull when due;

(b)  I die, am declared Incompetent, or become insolvent;

(c)  I fail to keep any promise I have made in connection with this loan;

(d)  I fail to pay, or keep any other  promise on, any other loan or agreement I
     have with you;

(e)  I make any written  statement or provide any financial  information that is
     untrue or inaccurate at the time it is provided;

(f)  Any  creditor of mine  attempts  to collect  any debt I owe  through  court
     proceedings, set-off or self-help repossession;

(g)  The Property Is damaged, destroyed or stolen;

(h)  I fail to provide any additional security that you may require;

(i)  Any legal entity (such as a partnership or corporation)  that has agreed to
     pay  this  note  merges,  dissolves,  reorganizes,  ends  its  business  or
     existence,  or a  partner  or  majority  stockholder  dies  or is  declared
     incompetent; or

(j)  Anything  else  happens  that  causes  you to  believe  that you will  have
     difficulty  collecting the amount I owe you. If any of us are In default on
     this note or any security agreement, you may exercise your remedies against
     any or all of us.

REMEDIES  -  Subject  to any  limitations  In the  `REAL  ESTATE  OR
RESIDENCE  SECURITY'  paragraph  above,  if I am In  default on this loan or any
agreement  securing  this  loan,  you may:

(a)  Make unpaid  principal,  earned interest and all other agreed charges I owe
     you under this loan immediately due;

(b)  Use the right of set-off as explained below;

(c)  Demand more security or new parties obligated to pay this loan (or both) in
     return for not using any other remedy;

(d)  Make a claim for any and all  insurance  benefits  or  refunds  that may be
     available on my default;

(e)  Use any remedy you have under state or federal law; and

(f)  Use any remedy given to you In any agreement securing this loan.

     By choosing any one or more of these remedies you do not give up your right
to use another  remedy  later.  By deciding not to use any remedy should I be in
default,  you do not give up your  right to  consider  the event a default if it
happens again.

COSTS OF  COLLECTION  AND  ATTORNEYS'  FEES - I agree to pay you all  reasonable
costs you incur to collect this debt or realize on any security.  This includes,
unless prohibited by law, reasonable  attorneys' fees. This provision also shall
apply ill file a petition  or any other  claim for relief  under any  bankruptcy
rule or law of the United States,  or if such petition or other claim for relief
is filed against me by another.

SET-OFF - I agree  that you may set off any amount  due end  payable  under this
note against any right I have to receive money from you. "Right to receive money
from you" means:

(a)  Any deposit account balance I have with you;

(b)  Any money owed to me on an item presented to you or in your possession I or
     collection or exchange; and

(c)  Any repurchase agreement or other nondeposit obligation.

     "Any  amount due and  payable  under this note"  means the total  amount of
which you are  entitled  to demand  payment  under the terms of this note at the
time you set off.  This total  includes  any  balance the due date for which you
properly accelerate under this note.

     If my right to receive  money from you is also owned by someone who has not
agreed to pay this note,  your right of set-off will apply to my interest in the
obligation  and to any other  amounts I could  withdraw  on my sole  request  or
endorsement.  Your  right of  set-off  does not  apply  to an  account  or other
obligation where my rights arise only in a representative capacity. it also does
not apply to any Individual Retirement Account or other tax-deferred  retirement
account.

     You will not be liable  for the  dishonor  of any check  when the  dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless  from any such claims  arising as a result of your exercise of your
right of set-off.

OTHER SECURITY - Any present or future  agreement  securing any other debt I owe
you also will secure the payment of this loan.  Property  securing  another debt
will not secure this loan If such property is my principal dwelling and you fail
to provide any required notice of right of rescission.  Also,  property securing
another  debt  will not  secure  this loan to the  extant  such  property  is in
household goods.

OBLIGATIONS  INDEPENDENT  - I understand  that my obligation to pay this loan is
independent of the obligation of any other person who has also agreed to pay it.
You may, without notice, release me or any of us, give up any right you may have
against any of us,  extend new credit to any of us, or renew or change this note
one or more times and for any term,  and I will still be  obligated  to pay this
loan.  You may,  without  notice.  I all to perfect your  security  interest in.
impair, or release any security and I will still be obligated to pay this loan.

WAIVER - I waive (to the extent permitted by law) demand, presentment,  protest.
notice of dishonor and notice of protest.

PRIVACY  - I agree  that from time to time you may  receive  credit  information
about me from others,  including other lenders and credit reporting agencies.  I
agree that you may furnish on a regular basis credit and experience  Information
regarding my loan to others seeking such Information. To the extent permitted by
law, I agree that you will not be liable for any claim  arising  from the use of
Information  provided  to you by others or for  providing  such  information  to
others.

FINANCIAL  STATEMENTS - I will give you any financial  statements or information
that you feel is necessary.  All financial statements and information I give you
will be correct end complete.

PURCHASE MONEY LOAN - If this is a purchase money loan, you may include the name
of the seller on the check or draft for this loan.



<PAGE>

                   ADDITIONAL TERMS OF THE SECURITY AGREEMENT

SECURED OBLIGATIONS - This security agreement secures this loan (Including all
extensions, renewals, refinancings and modifications) and any other debt I have
with you now or later. Property described In this security agreement will not
secure other such debt, if you fail to give any required notice of the right of
rescission with respect to the Property. Also, this security agreement will not
secure other debts if this security interest is in household goods and the other
debt is a consumer loan. This security agreement will last until it is
discharged in writing.

     For the sole purpose of determining the extent of a purchase money security
interest arising under this security agreement:

(a)  Payments on any  nonpurchase  money loan also secured by this agreement not
     be deemed to apply to the purchase money loan; and

(b)  Payments on the purchase  money loan will be deemed to a p ply first to the
     nonpurchase  money  portion of the loan,  if any,  and then to the purchase
     money obligations in the order in which the items were acquired.

     No security  interest will be terminated  by  application  of this formula.
"Purchase money loan" means any loan the proceeds of which, in whole or in part,
are used to acquire any property securing the loan and all extensions, renewals,
consolidations end refinancing. of such loan.

PROPERTY - The word  "Property"  as used here,  includes  all  property  that is
listed in the security  agreement on page 1. If a general  description  is used,
the word  Property  includes  all my property  fitting the general  description.
Property  also  means  all  benefits  that  arise  from the  described  Property
(including all proceeds,  insurance  benefits,  payments from others,  interest,
dividends,  stock splits and voting rights).  It also means property that now or
later is attached to, is a part of, or results from the Property.

OWNERSHIP  AND DUTIES  TOWARD  PROPERTY - Unless a  co-owner(s)  of the Property
signed a third party  agreement,  I represent that I own all the Property.  will
defend the Property  against any other claim. I agree to do whatever you require
to perfect your Interest and keep your priority.  I will not do anything to harm
your position.

     I will keep the Property in my possession  (except if pledged and delivered
to  you).  I will  keep it in good  repair  and  use it  only  for its  intended
purposes. I will keep it at my address unless we agree otherwise in writing.

     I will not try to sell or transfer the Property,  or permit the Property to
become attached to any real estate, without your written consent. I will pay all
taxes and  charges on the  Property as they become due. I will inform you of any
loss or damage to the Property. You have the right of reasonable access in order
to inspect the Property.

INSURANCE - I agree to buy  insurance on the Property  against the risks and for
the amounts you require.  I will name you as loss payee on any such policy.  You
may require added security on this loan if you agree that insurance proceeds may
be used to  repair  or  replace  the  Property.  I agree  that if the  insurance
proceeds do not cover the amounts I still owe you, I will pay the difference.  I
will buy the insurance  from a firm  authorized to do business in Illinois.  The
firm will be reasonably  acceptable to you. I will keep the insurance  until all
debts secured by this agreement are aid.

COLLATERAL  PROTECTION  INSURANCE NOTICE - Unless I provide you with evidence of
the  insurance  coverage  required by my  agreement  with you,  you may purchase
Insurance  at my  expense to  protect  your  interests  In my  collateral.  This
insurance  may,  but need not,  protect  my  interests.  The  coverage  that you
purchase  may not pay any claim that I make or any claim that is made against me
in connection with the collateral. I may later cancel any insurance purchased by
you, but only after  providing you with evidence that I have obtained  insurance
as required by our agreement.  If you purchase  insurance for the collateral,  I
will be responsible for the premiums for that insurance,  including interest and
any  other  charges  you may  impose in  connection  with the  placement  of the
Insurance,  until the effective  date of the  cancellation  or expiration of the
insurance.  The  premiums  may be  added  to my  total  outstanding  balance  or
obligation.  The premiums  may be more than the premiums for  insurance I may be
able to obtain on my own.

DEFAULT AND REMEDIES - If I am in default,  in addition to the  remedies  listed
the note portion of this document and subject to any of the limitations in "REAL
ESTATE OR  RESIDENCE  SECURITY"  paragraph,  you may  (after  giving  notice and
waiting a period of time, if required by law):

(a)  Pay taxes or other charges, or purchase any required  insurance,  if I fail
     to do these  things (but you are not  required  to do so).  You may add the
     amount  you pay to this  loan and  accrue  interest  on that  amount at the
     interest rate disclosed on page 1 until paid in full

(b)  Require me to gather  the  Property  and any  related  records  and make it
     available to you in a reasonable fashion;

(c)  Take  immediate  possession  of the  Property,  but In doing so you may not
     breach the peace or unlawfully enter onto my premises.  You may sell, lease
     or dispose of the Property as provided by law. (If the Property  includes a
     manufactured  home, you will begin the repossession by giving me notice and
     an opportunity to cure my default,  if required by law.) You may apply what
     you receive from the sale of the Property to your  expenses and then to the
     debt, If what you receive from the sale of the Property is less than what I
     owe you, you may take me to court to recover the  difference  to the extent
     permitted by law); and

(d)  Keep the Property to satisfy the debt.

     I agree  that when you must  give  notice  to me of your  intended  sale or
disposition of the Property,  the notice is reasonable if it is sent to me at my
last known  address  by first  class mail 10 days  before the  intended  sale or
disposition. I agree to inform you in writing of any change in my ad dress.

     FILING  - A copy  of this  security  agreement  may be used as a  financing
statement when allowed by law.



                              THIRD PARTY AGREEMENT

    For the purposes of the provisions within this enclosure, `I," "me" or `my"
means the person signing below and "you" means the Lender identified on page 1.

    I agree to give you a security interest In the Property that Is described on
page 1. I agree to the terms of this note and security agreement but I am in no
way personally liable for payment of the debt. This means that If the Borrower
defaults, my interest in the secured Property may be used to satisfy the
Borrower's debt. I agree that you may, without releasing me or the Property from
this Third Party Agreement and without notice or demand upon me, extend new
credit to any borrower, renew or change this note or security agreement one or
more times and for any term, or fail to perfect your security interest in,
impair, or release any security (including guaranties) for the obligations of
any borrower.

    I HAVE RECEIVED A COMPLETED COPY OF THIS NOTE AND SECURITY
    AGREEMENT.

NAME __________________________________________________________________________
X _____________________________________________________________________________




                               NOTICE TO COSIGNER

     You (the cosigner) are being asked to guaranty this debt.  Think  carefully
before you do. If the borrower,  doesn't 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 also may have to pay late fees or collection costs,  which increase
this amount.

     The creditor can collect this debt from you without first trying to collect
from the borrower. The creditor 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.


 Attach FTC "Preservation of Consumer Claims and Defenses" Notice If Applicable


<PAGE>



                                    GUARANTY

                                         PARIS                       ,     IL
                                                   (City)              (State)


     For good and valuable  consideration,  the receipt and sufficiency of which
are hereby acknowledged,  and to induce EDGAR COUNTY BANK & TRUST CO. 177 W WOOD
ST (herein, with its participants,  successors and assigns, called "Lender"), at
its  option,  at any time or from  time to time to make  loans or  extend  other
accommodations  to or for the  account  of D W  LEASING  COMPANY,  LLC AND TERRY
WHITESELL  PRESIDENT  (herein  called  "Borrower")  or to  engage  in any  other
transactions   with   Borrower,    the   Undersigned   hereby   absolutely   and
unconditionally  guarantees  to Lender  the full and  prompt  payment  when due,
whether at maturity or earlier by reason of  acceleration  or otherwise,  of the
debts,  liabilities and obligations  described as follows:

A.   If this [X] is checked,  the  Undersigned  guarantees to Lender the payment
     and performance of the debt,  liability or obligation of Borrower to Lender
     evidenced by or arising out of the following:

                D.W. LEASING  COMPANY,  LLC, LOAN

     and any extensions,  renewals or replacements thereof (hereinafter referred
     to as the "Indebtedness").

B.   If this [X] is checked,  the  Undersigned  guarantees to Lender the payment
     and  performance of each and every debt,  liability and obligation of every
     type and description which Borrower may now or at any time hereafter owe to
     Lender  (whether  such  debt,  liability  or  obligation  now  exists or is
     hereafter  created  or  incurred,  and  whether  it is or may be  direct or
     indirect,  due  or to  become  due,  absolute  or  contingent,  primary  or
     secondary,  liquidated or  unliquidated,  or joint,  several,  or joint and
     several;  all such debts,  liabilities  and obligations  being  hereinafter
     collectively referred to as the "Indebtedness").  Without limitation,  this
     guaranty includes the following described debt(s):

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

The  term  "Indebtedness"  as  used in  this  guaranty  shall  not  include  any
obligations  entered  into  between  Borrower  and Lender  after the date hereof
(including any extensions,  renewals or replacements  of such  obligations)  for
which  Borrower  meets  the  Lender's  standard  of  creditworthiness  based  on
Borrower's  own assets and income  without the  addition  of a guaranty,  or for
which a guaranty is required but Borrower  chooses  someone other than the joint
Undersigned to guaranty the obligation.

    The Undersigned further acknowledges and agrees with Lender that:

     1. No act or thing need occur to establish the liability of the Undersigned
hereunder,  and no act or  thing,  except  full  payment  and  discharge  of all
indebtedness,  shall in any way exonerate  the  Undersigned  or modify,  reduce,
limit or release the liability of the Undersigned hereunder.

     2. This is an absolute, unconditional and continuing guaranty of payment of
the  Indebtedness  and shall  continue  to be in force and be  binding  upon the
Undersigned,  whether  or not  all  Indebtedness  is paid in  full,  until  this
guaranty is revoked by written notice actually received by the Lender,  and such
revocation  shall not be effective as to Indebtedness  existing or committed for
at the  time of  actual  receipt  of such  notice  by the  Lender,  or as to any
renewals,  extensions  and  refinancings  thereof.  If  there  be more  than one
Undersigned,  such revocation shall be effective only as to the one so revoking.
The death or  incompetence  of the  Undersigned  shall not revoke this guaranty,
except upon actual  receipt of written notice thereof by Lender and then only as
to  the  decedent  or the  Incompetent  and  only  prospectively,  as to  future
transactions, as herein set forth.

     3. If the Undersigned shall be dissolved,  shall die, or shall be or become
insolvent (however defined) or revoke this guaranty,  then the Lender shall have
the right to declare  immediately  due and  payable,  and the  Undersigned  will
forthwith pay to the Lender,  the full amount of all  Indebtedness,  whether due
and payable or unmatured.  If the Undersigned  voluntarily commences or there is
commenced  involuntarily  against the Undersigned a case under the United States
Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or
unmatured,  shall be  immediately  due and  payable  without  demand  or  notice
thereof.

     4.  The  liability  of the  Undersigned  hereunder  shall be  limited  to a
principal  amount of $ (if unlimited or if no amount is stated,  the Undersigned
shall be liable for all Indebtedness, without any limitation as to amount), plus
accrued  interest  thereon  and  all  attorneys'  fees,   collection  costs  and
enforcement  expenses thereto.  Indebtedness may be created and continued in any
amount,  whether or not in excess of such principal amount, without affecting or
impairing the liability of the Undersigned  hereunder.  The Lender may apply any
sums  received by or  available  to Lender on account of the  Indebtedness  from
Borrower or any other person (except the  Undersigned),  from their  properties,
out of any  collateral  security  or from any  other  source to  payment  of the
excess.  Such  application  of receipts  shall not reduce,  affect or impair the
liability of the Undersigned  hereunder.  If the liability of the Undersigned is
limited to a stated amount pursuant to this paragraph 4, any payment made by the
Undersigned  under this guaranty  shall be effective to reduce or discharge such
liability only if accompanied by a written transmittal document, received by the
Lender,  advising the Lender that such  payment is made under this  guaranty for
such purpose.

     5. The Undersigned  will pay or reimburse Lender for all costs and expenses
(including  reasonable attorneys' fees and legal expenses) incurred by Lender in
connection with the  protection,  defense or enforcement of this guaranty in any
litigation or bankruptcy or insolvency proceedings.

This guaranty includes the additional provisions on page 2, all of which are
made a part hereof.

This guaranty is [X] unsecured;  [ ]secured by a mortgage or security
agreement  dated _________________________;
[ ] secured by _______________________________________________________________

   IN WITNESS WHEREOF, this guaranty has been duly executed the Undersigned the
day and year first above written.

                                      ---------------------------------------
                                        TERRY WHITESELL
                                      =======================================
                                      ---------------------------------------

                    Undersigned  shall  refer  to  all  persona  who  sign  this
                    guaranty, severally and jointly.






<PAGE>



                              ADDITIONAL PROVISIONS

      6. Whether or not any existing relationship between the Undersigned and
Borrower has been changed or ended and whether or not this guaranty has been
revoked, Lender may, but shall not be obligated to, enter into transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval by the Undersigned and without any notice to the Undersigned. The
liability of the Undersigned shall not be affected or impaired by any of the
following acts or things (which Lender is expressly authorized to do, omit or
suffer from time to time, both before and after revocation of this guaranty,
without notice to or approval by the Undersigned):

(i) any acceptance of collateral security, guarantors, accommodation parties or
sureties for any or all Indebtedness; (ii) any one or more extensions or
renewals of Indebtedness (whether or not for longer than the original period) or
any modification of the interest rates, maturities or other contractual terms
applicable to any Indebtedness; (iii) any waiver, adjustment, forbearance,
compromise or indulgence granted to Borrower, any delay or lack of diligence in
the enforcement of Indebtedness, or any failure to institute proceedings, file a
claim, give any required notices or otherwise protect any Indebtedness; (iv) any
full or partial release of, settlement with, or agreement not to sue, Borrower
or any other guarantor or other person liable in respect of any Indebtedness;
(v) any discharge of any evidence of Indebtedness or the acceptance of any
instrument in renewal thereof or substitution therefor; (vi) any failure to
obtain collateral security (including rights of setoff) for Indebtedness, or to
see to the proper or sufficient creation and perfection thereof, or to establish
the priority thereof, or to protect, insure, or enforce any collateral security;
or any release, modification, substitution, discharge, impairment,
deterioration, waste, or loss of any collateral security; (vii) any foreclosure
or enforcement of any collateral security; (viii) any transfer of any
Indebtedness or any evidence thereof; (ix) any order of application of any
payments or credits upon Indebtedness; (x) any election by the Lender under ss.
1111 (b)(2) of the United States Bankruptcy Code.

      7. The Undersigned waives any and all defenses, claims and discharges of
Borrower, or any other obligor, pertaining to Indebtedness, except the defense
of discharge by payment in full. Without limiting the generality of the
foregoing, the Undersigned will not assert, plead or enforce against Lender any
defense of waiver, release, statute of limitations, res judicata, statute of
frauds, fraud, incapacity, minority, usury, illegality or unenforceability which
may be available to Borrower or any other person liable in respect of any
Indebtedness, or any setoff available against Lender to Borrower or any such
other person, whether or not on account of a related transaction. The
Undersigned expressly agrees that the Undersigned shall be and remain liable, to
the fullest extent permitted by applicable law, for any deficiency remaining
after foreclosure of any mortgage or security interest securing Indebtedness,
whether or not the liability of Borrower or any other obligor for such
deficiency is discharged pursuant to statute or judicial decision. The
undersigned shall remain obligated, to the fullest extent permitted by law, to
pay such amounts as though the Borrower's obligations had not been discharged.

      8. The Undersigned further agrees that the Undersigned shall be and remain
obligated to pay Indebtedness even though any other person obligated to pay
Indebtedness, including Borrower, has such obligation discharged in bankruptcy
or otherwise discharged by law. "Indebtedness" shall include post-bankruptcy
petition interest and attorneys' fees and any other amounts which Borrower is
discharged from paying or which do not otherwise accrue to Indebtedness due to
Borrower's discharge, and the Undersigned shall remain obligated to pay such
amounts as though Borrower's obligations had not been discharged.

      9. If any payment applied by Lender to Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
Borrower or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such Indebtedness as fully as if such application had never
been made.

      10.The Undersigned waives any claim, remedy or other right which the
Undersigned may now have or hereafter acquire against Borrower or any other
person obligated to pay Indebtedness arising out of the creation or performance
of the Undersigned's obligation under this guaranty, including, without
limitation, any right of subrogation, contribution, reimbursement,
indemnification, exoneration, and any right to participate in any claim or
remedy the Undersigned may have against the Borrower, collateral, or other party
obligated for Borrower's debts, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law.

      11.The Undersigned waives presentment, demand for payment, notice of
dishonor or nonpayment, and protest of any instrument evidencing Indebtedness.
Lender shall not be required first to resort for payment of the -. Indebtedness
to Borrower or other persons or their properties, or first to enforce, realize
upon or exhaust any collateral security for Indebtedness, before enforcing this
guaranty.

      12.The liability of the Undersigned under this guaranty is in addition to
and shall be cumulative with all other liabilities of the Undersigned to Lender
as guarantor or otherwise, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.

      13.This guaranty shall be enforceable against each person signing this
guaranty, even if only one person signs and regardless of any failure of other
persons to sign this guaranty. If there be more than one signer, all agreements
and promises herein shall be construed to be, and are hereby declared to be,
joint and several in each of every particular and shall be fully binding upon
and enforceable against either, any or all the Undersigned. This guaranty shall
be effective upon delivery to Lender, without further act, condition or
acceptance by Lender, shall be binding upon the Undersigned and the heirs,
representatives, successors and assigns of the Undersigned and shall inure to
the benefit of Lender and its participants, successors and assigns. Any
invalidity or unenforceability of any provision or application of this guaranty
shall not affect other lawful provisions and application hereof, and to this end
the provisions of this guaranty are declared to be severable. Except as
authorized by the terms herein, this guaranty may not be waived, modified,
amended, terminated, released or otherwise changed except by a writing signed by
the Undersigned and Lender. This guaranty shall be governed by the laws of the
State in which it is executed. The Undersigned waives notice of Lender's
acceptance hereof.





<PAGE>



                                    SECURITY

SECURITY INTEREST: I give you a security interest in all of the Property
    described below that I now own and that I may own in the future (including,
    but not limited to, all parts, accessories, repairs, improvements, and
    accessions to the Property), wherever the Property is or may be located, and
    all proceeds and products from the Property.

[ ] Inventory: All inventory which I hold for ultimate sale or lease, or which
       has been or will be supplied under contracts of service, or which are raw
       materials, work in process, or materials used or consumed in my business.

[ ]  Equipment: All equipment including, but not limited to, all machinery,
       vehicles, furniture, fixtures, manufacturing equipment, farm machinery or
       equipment, shop equipment, office and recordkeeping equipment, and parts
       and tools. All equipment described in a list or schedule which I to you
       will also be included in the secured property, but such a list is not
       necessary for a valid security interest in my equipment.

[ ] Farm Products: All farm products including, but not limited to:
       (a) all poultry and livestock and their young, along with their products,
       produce and replacements; (b) all crops, annual or perennial, and all
       products of the crops; and (c) all feed, seed, fertilizer, medicines, and
       other supplies used or produced in my farming operations.

[ ] Accounts.  Instruments,  Documents,  Chattel  Paper and Other  Rights to
     Payment:  All  rights I have now and that I may have in the  future  to the
     payment of money  including,  but not limited to:

     (a) payment  for goods and other  property  sold or leased or for  services
     rendered, whether or not I have earned such payment by performance; and

     (b)  rights  to  payment  arising  out  of  all  present  and  future  debt
     instruments,  chattel paper and loans and obligations receivable. The above
     include  any  rights  and  interests  (including  all  liens  and  security
     interests) which I may have by law or agreement  against any account debtor
     or obligor of mine.

[ ] General Intangibles: All general intangibles including,
     but not  limited  to,  tax  refunds,  applications  for  patents,  patents,
     copyrights,  trademarks,  trade secrets,  good will, trade names,  customer
     lists, permits and franchises, and the right to use my name.

[ ] Government Payments and Programs: All payments, accounts, general
       intangibles, or other benefits (including, but not limited to, payments
       in kind, deficiency payments, letters of entitlement, warehouse receipts,
       storage payments, emergency assistance payments, diversion payments, and
       conservation reserve payments in which I now have and in the future may
       have any rights or interest and which arise under or as a result of any
       preexisting, current or future Federal or state governmental program
       (including, but not limited to, all programs administered by the
       Commodity Credit Corporation and the ASCS).

[X] The secured property includes, but is not limited by, the following:




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


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

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

[ ] CONFESSION  OF  JUDGMENT:  I agree to the  terms of the  "Confession  of
     Judgment" paragraph on page 3.

                   ADDITIONAL TERMS OF THE SECURITY AGREEMENT

GENERALLY - This agreement secures this note and any other debt I have with you,
now or later. However, it will not secure other debts if you fail with respect
to such other debts, to make any required disclosure about this security
agreement or if you fail to give any required notice of the right of rescission.
If property described in this agreement is located in another state, this
agreement may also, in some circumstances, be governed by the law of the state
in which the Property is located.

OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
Property, or to the extent this is a purchase money security interest I will
acquire ownership of the Property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the Property is ahead of the claims of
any other creditor. I agree to do whatever you require to protect your security
interest and to keep your claim in the Property ahead of the claims of other
creditors, I will not do anything to harm your position.

    I will keep books, records and accounts about the Property and my business
in general. I will let you examine these records at any reasonable time. I will
prepare any report or accounting you request, which deals with the Property.

    I will keep the Property in my possession and will keep it in good repair
and use it only for the purpose(s) described on page 1 of this agreement. I will
not change this specified use without your express written permission. I
represent that I am the original owner of the Property and, if I am not, that I
have provided you with a list of prior owners of the Property.

    I will keep the Property at my address listed on page 1 of this agreement,
unless we agree I may keep it at another location. If the Property is to be used
in another state, I will give you a list of those states. I will not try to sell
the Property unless it is inventory or I receive your written permission to do
so. If I sell the Property I will have the payment made payable to the order of
you and me.

    You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your prior written consent; (1) a beneficial interest
in the debtor is sold or transferred, or (2) there is a change in either the
identity or number of members of a partnership, or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.

    I will pay all taxes and charges on the Property as they become due, you
have the right of reasonable access in order to inspect the Property. I will
immediately inform you of any loss or damage to the Property.

    If I fail to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lien or other security interest, you may without notice
to me perform the duties or cause them to be performed. Your right to perform
for me shall not create an obligation to perform and your failure to perform
will not preclude you from exercising any of your other rights under the law or
this security agreement.

PURCHASE  MONEY  SECURITY  INTEREST - For the sole  purpose of  determining  the
extent of a  purchase  money  security  interest  arising  under  this  security
agreement:  (al  payments  on any  nonpurchase  money loan also  secured by this
agreement  will not be  deemed  to apply to the  Purchase  Money  Loan,  and (b)
payments  on the  Purchase  Money  Loan  will be  deemed  to apply  first to the
nonpurchase  money portion of the loan,  if any, and then to the purchase  money
obligations  in the order in which the items of  collateral  were acquired or if
acquired at the same time,  in the order  selected by you. No security  interest
will be terminated by application of this formula.  "Purchase  Money Loan" means
any loan the  proceeds  of which,  in whole or in part,  are used to acquire any
collateral  securing the loan and all extensions,  renewals,  consolidations and
refinancing of such loan.

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

INSURANCE - I agree to buy  insurance on the Property  against the risks and for
the amounts you require and to furnish you continuing proof of coverage.  I will
have the  insurance  company name you as loss payee on any such policy.  You may
require  added  security  if you agree that  insurance  proceeds  may be used to
repair or replace the Property.  I will buy insurance from a firm licensed to do
business  in the  state  where  you are  located.  The firm  will be  reasonably
acceptable to you. The  insurance  will last until the Property is released from
this  agreement.  If (fail to buy or maintain the insurance (or fail to name you
as loss payee) you may purchase it  yourself.

COLLATERAL  PROTECTION  INSURANCE NOTICE - Unless I provide you with evidence of
the  insurance  coverage  required by my  agreement  with you,  you may purchase
insurance  at my  expense to  protect  your  interests  in my  collateral.  This
insurance  may,  but need not,  protect  my  interests.  The  coverage  that you
purchase  may not pay any claim that I make or any claim that is made against me
in connection with the collateral. I may later cancel any insurance purchased by
you, but only after  providing you with evidence that I have obtained  insurance
as required by our agreement.  If you purchase  insurance for the collateral,  I
will be responsible for the premiums for that insurance,  including interest and
any  other  charges  you may  impose in  connection  with the  placement  of the
insurance,  until the effective  date of the  cancellation  or expiration of the
insurance.  The  premiums  may be  added  to my  total  outstanding  balance  or
obligation.  The premiums  may be more than the premiums for  insurance I may be
able to obtain on my own.

WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will not
settle any account for less than its full value without your written permission.
I will  collect  all  accounts  until  you tell me  otherwise.  I will  keep the
proceeds  from all the  accounts  and any go which are returned to me or which I
take back in trust for you. I will mix them with any other  property of mine.  I
will  deliver  them to you at your  request.  If you ask me to pay you the  full
price on any returned items or items retaken by myself, I will do so.

     If this agreement covers  inventory,  I will not dispose of it except in my
ordinary  course of business at the fair market value for the Property,  or at a
minimum  price  established  between you and me. If this  agreement  covers farm
products I will  provide  you, at your  request,  a written  list of the buyers,
commission  merchants  or selling  agents to or through  whom I may sell my farm
products.  In addition to those  parties named on this written list, I authorize
you to notify at your sole  discretion  any  additional  parties  regarding your
security  interest  in my farm  products.  I remain  subject  to all  applicable
penalties for selling my farm products in violation of my agreement with you and
the Food  Security  Act.  In this  paragraph  the terms farm  products,  buyers,
commission  merchants and selling  agents have the meanings given to them in the
Federal Food Security Act of 1985.

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

FILING - A carbon, photographic or other reproduction of this security agreement
or the financing statement covering the Property described in this agreement may
be used as a financing statement where allowed by law, Where permitted by law,
you may file a financing statement which does not contain my signature, covering
the Property secured by this agreement.

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

Date ___________________________
Signed ____________________________


<PAGE>


                          ADDITIONAL TERMS OF THE NOTE

DEFINITIONS  - As used on pages 1 and 2, "" means the terms  that  apply to this
loan,  "I," "me" or "my" means each  Borrower who signs this note and each other
person or legal entity  (including  guarantors,  endorsers,  and  Sureties)  who
agrees to pay this note  (together  referred to as "us").  "You" or "your" means
the Lender and its successors and assigns.

APPLICABLE  LAW - The law of the state of Illinois  will govern this  agreement.
Any term of this  agreement  which is  contrary  to  applicable  law will not be
effective,  unless the law permits you and me to agree to such a  variation.  If
any provision of this agreement cannot be enforced  according to its terms, this
fact will not affect the  enforceability of the remainder of this agreement.  No
modification of this agreement may be made without your express written consent.
Time is of the essence in this agreement.

PAYMENTS - Each  payment I make on this note will first  reduce the amount I owe
you for charges which are neither interest nor principal.  The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal,  If
you and I agree to a different  application  of payments,  we will  describe our
agreement  on this note,  I may prepay a part of, or the entire  balance of this
loan  without  penalty,  unless we specify  to the  contrary  on this note.  Any
partial  prepayment will not excuse or reduce any later scheduled  payment until
this note is paid in full (unless,  when I make the prepayment,  you and I agree
in writing to the contrary).

INTEREST - Interest accrues on the principal remaining unpaid from time to time,
until paid in full.  If I receive the  principal in more than one advance,  each
advance  will  start to earn  interest  only when I  receive  the  advance.  The
interest  rate in effect on this note at any given time will apply to the entire
principal  sum  outstanding  at  that  time.  Notwithstanding  anything  to  the
contrary,  I do not agree to pay and you do not  intend  to  charge  any rate of
interest that is higher than the maximum rate of interest you could charge under
applicable  law for the  extension  of  credit  that is  agreed  to in this note
(either before or after maturity). If any notice of interest accrual is sent and
is in error,  we mutually agree to correct it, and if you actually  collect more
interest than allowed by law and this agreement, you agree to refund it to me.

INDEX RATE - The index will serve only as a device for setting the interest rate
on this note. You do not guarantee by selecting this index, or the margin,  that
the  interest  rate on this note  will be the same rate you  charge on any other
loans or class of loans you make to me or other borrowers.

POST  MATURITY  RATE - For purposes of deciding  when the "Post  Maturity  Rate"
(shown  on page 1)  applies,  the  term  "maturity"  means  the date of the last
scheduled  payment  indicated on page 1 of this note or the date you  accelerate
payment on the note, whichever is earlier.

SINGLE  ADVANCE LOANS - If this is a single  advance loan, you and I expect that
you will make only one advance of principal.  However, you may add other amounts
to the principal if you make any payments  described in the "PAYMENTS BY LENDER"
paragraph on page 2.

MULTIPLE  ADVANCE LOANS - If this is a multiple  advance loan,  you and I expect
that you will make more than one  advance  of  principal.  If this is closed end
credit,  repaying a part of the  principal  will not  entitle  me to  additional
credit.

SET-OFF - I agree  that you may set off any amount  due and  payable  under this
note against any right I have to receive money from you.

    "Right to receive money from you" means:

     (1)  any deposit account balance I have with you;

     (2)  any money owed to me on an item presented to you or in your possession
          for collection or exchange; and

     (3)  any repurchase agreement or other nondeposit obligation.

     "Any  amount due and  payable  under this note"  means the total  amount of
which you are  entitled  to demand  payment  under the terms of this note at the
time you set off.  This total  includes  any  balance the due date for which you
properly accelerate under this note.

     If my right to receive  money from you is also owned by someone who has not
agreed to pay this note,  your right of set-off will apply to my interest in the
obligation  and to any other  amounts I could  withdraw  on my sole  request  or
endorsement.  Your  right of  set-off  does not  apply  to an  account  or other
obligation where my rights are only as a representative.  It also does not apply
to any Individual  Retirement Account or other tax-deferred  retirement account.
You will not be liable for the  dishonor of any check when the  dishonor  occurs
because you set off this debt  against any of my  accounts.  I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
to set-off.

DEFAULT - I will be in default if any one or more of the following  occur: (1) I
fail to make a  payment  on time or in the  amount  due;  (2) I fail to keep the
Property insured,  if required;  (3) I fail to pay, or keep any promise,  on any
debt or  agreement I have with you; (4) any other  creditor of mine  attempts to
collect any debt I owe him  through  court  proceedings;  (5) I die, am declared
incompetent,  make an  assignment  for  the  benefit  of  creditors,  or  become
insolvent (either because my liabilities  exceed my assets or I am unable to pay
my debts as they become  duel;  (61 I make any written  statement or provide any
financial  information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do  something  which  causes  you to  believe  you will have
difficulty  collecting  the amount I owe you; (8) any  collateral  securing this
note is used in a manner  or for a purpose  which  threatens  confiscation  by a
legal authority; (9) I change my name or assume an additional name without first
notifying you before making such a change;  110) I fail to plant,  cultivate and
harvest crops in due season; 11 1) any loan proceeds are used for a purpose that
will  contribute  to  excessive  erosion  of  highly  erodible  land  or to  the
conversion  of  wetlands  to  produce  an  agricultural  commodity,  as  further
explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

REMEDIES - If I am in default on this note you have, but are not limited to, the
following remedies:

     (1)  You may  demand  immediate  payment  of all I owe you under  this note
          (principal, accrued unpaid interest and other accrued unpaid charges).

     (2)  You may set off this debt  against  any right I have to the payment of
          money  from  you,  subject  to the  terms of the  "SET-OFF"  paragraph
          herein.

     (3)  You may demand security, additional security, or additional parties to
          be obligated  to pay this note as a condition  for not using any other
          remedy.

     (4)  You may refuse to make advances to me or allow  purchases on credit by
          me.

     (5)  You may use any remedy you have under state or federal law.

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

     By  selecting  any one or more of  these  remedies  you do not give up your
right to use later any other  remedy.  By waiving your right to declare an event
to be a  default,  you do not waive  your  right to  consider  later the event a
default if it continues or happens again.

COLLECTION  COSTS AND ATTORNEY'S  FEES - I agree to pay all costs of collection,
replevin or any other or similar  type of cost if I am in default.  In addition,
if you hire an  attorney to collect  this note,  I also agree to pay any fee you
incur with such attorney  plus court costs (except where  prohibited by law). To
the extent  permitted by the United States  Bankruptcy Code, I also agree to pay
the  reasonable  attorney's  fees and costs you  incur to  collect  this debt as
awarded by any Court exercising jurisdiction under the Bankruptcy Code. WAIVER -
I give up my rights to require you to do certain things.  I will not require you
to:

     11)  demand payment of amounts due (presentment;

     (2)  obtain official certification of nonpayment (protest); or

     (3)  give notice that amounts due have not been paid (notice of  dishonor).
          I waive any  defenses  I have based on  suretyship  or  impairment  of
          collateral.

OBLIGATIONS INDEPENDENT - I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it, (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of the
note, I will not assign my obligation under this agreement without your prior
written approval.

CREDIT INFORMATION - I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.

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

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


D W LEASING COMPANY, LLC

TERRY WHITESELL PRESIDENT


DAVID SULLIVAN PRESIDENT



<PAGE>



                    SCHEDULE OF MATERIAL DETAILS FOR LOANS BY
                  EDGAR COUNTY BANK TO DW LEASING COMPANY, LLC
                                   FOR COACHES


Line of Credit/  Maturity Date                       No. of Payments  Amount of
Loan Date                   Loan Amount     Interest Rate              Payment

1/15/01        5/15/01   $   484,558.00      11.650       84      $   18,065.02

5/15/01        5/15/06   $   470,058.00      11.150       60*     $    6,558.10

2/11/00        2/11/05   $   550,000.00      11.250       61**    $    7,723.59

9/7/00          9/7/05    $   527,530.00    11.150        60***   $    7,359.00


* Plus balloon payment in amount of $306,022.66 in 60th month. ** Plus balloon
payment in amount of $360,476.78 in 61st month. ***Plus balloon payment in
amount of $342,138.67 in 60th month.