Exhibit 10.43

                                CREDIT AGREEMENT

     This CREDIT  AGREEMENT (the  "Agreement")  is entered into this 18th day of
November, 2002 and effective as of the 31st day of October, 2002, by and between
OBSIDIAN LEASING COMPANY, INC., a Mississippi corporation ("Borrower"),  and OLD
NATIONAL BANK, a national banking association ("Bank").

Section l. Definitions.

     Certain  capitalized  terms have the meanings set forth on Exhibit 1 hereto
or in the Security Agreement. All financial terms used in this Agreement but not
defined on Exhibit 1 or in the Security  Agreement  have the  meanings  given to
them by generally accepted accounting principles. All other undefined terms have
the meanings given to them in the Indiana Uniform Commercial Code.

Section 2. Loans.

     2.1. Term Loan.

     (a) Bank agrees, subject to the terms and conditions hereinafter set forth,
to make term loans  (collectively,  the "Term  Loan") to Borrower on the date of
this  Agreement in the  aggregate  amount of Four Million Two Hundred  Forty-Two
Thousand  Seven  Hundred   Seventy-Four  and  63/100  Dollars   ($4,242,774.63).
Borrower's  obligation to pay the Term Loan will be evidenced by its  promissory
notes  (collectively,  the "Term  Note") in  substantially  the forms of Exhibit
2.1-A and 2.1-B  attached  hereto.  The Term Note will be dated the date of this
Agreement.

     (b) The outstanding balance of the Term Note will be payable in twenty-four
(24)  equal  monthly  installments  of  principal  based  upon a ten  (10)  year
amortization  schedule which will be due on the first (1st) day of each calendar
month commencing December 1, 2002, and continuing on the first (1st) day of each
calendar month thereafter during the term hereof. The final payment of principal
and all  accrued  and  unpaid  interest  due  under the Term Loan will be due on
December 1, 2004.  The monthly  principal  installment  amounts  shall be as set
forth in the Term Note.

     (c) Borrower will pay interest to Bank on the outstanding  principal amount
of the Term Loan at a rate per annum equal to the respective  interest rates set
forth in the Term Note.  Interest  will be  payable  in  arrears in  immediately
available funds at the principal  office of Bank on the first (1 st) day of each
calendar month  concurrently with principal  installments.  Any principal amount
not paid when due (at maturity, by acceleration or otherwise) will bear interest
thereafter  until paid at the Default Rate; this provision does not constitute a
waiver of any  Events of  Default  or an  agreement  by Bank to permit  any late
payments whatsoever.

     (d) The  proceeds  of the  Term  Loan  will be used to  finance  Borrower's
acquisition  of certain  vehicles  as more  particularly  identified  on Exhibit
2.1(d).

     (e) The  principal  of the Term Loan may be  prepaid,  in whole or in part,
upon any payment date as set forth above. Any prepayments under the Term Loan in
advance of any  amortized  payments  will be  applied to reduce the  outstanding
principal  amount  of the  Term  Loan  in the  inverse  chronological  order  of
maturity.

     2.2 Commitment Fees,  Reimbursement of Expenses.  (a) At closing,  Borrower
shall pay to Bank a commitment  fee  associated  with the Loans in the amount of
Thirty-Eight  Thousand Six Hundred  Thirty-Two and 57/100 Dollars  ($38,652.37),
which amount shall be deemed earned in full upon execution of this Agreement.
<PAGE>

     (b)  Either on or before  closing,  or  promptly  upon  demand  thereafter,
Borrower  shall  reimburse  to Bank all  costs  and  expenses  incurred  by Bank
associated  with the extension of the Loans to the Borrower as  contemplated  by
this Agreement,  including without limitation,  recording costs, attorneys' fees
and other out-of-pocket  expenses, in accordance with the terms and requirements
as set forth in Section  4.9  hereof.  Failure to  promptly  pay all amounts due
under this subsection shall constitute an Event of Default under this Agreement.

Section 3. Representations And Warranties.

     Borrower hereby warrants and represents to Bank the following:

     3.1 Organization and Qualification.  Borrower is a duly organized,  validly
existing   corporation  in  good  standing  under  the  laws  of  the  State  of
Mississippi, its state of incorporation,  has the power and authority (corporate
and  otherwise)  to carry on its  business  and to enter into and  perform  this
Agreement,  the Notes and the other Loan Documents, is qualified and licensed to
do business in each  jurisdiction  in which such  qualification  or licensing is
required.  All  information  provided to Bank with  respect to Borrower  and its
operations is true and correct.

     3.2. Due Authorization. The execution, delivery and performance by Borrower
of this  Agreement,  the  Security  Agreement,  the  Notes  and the  other  Loan
Documents  have been  duly  authorized  by all  necessary  action,  and will not
contravene any law or any governmental rule or order binding on Borrower, or the
articles of incorporation  or by-laws of Borrower,  nor violate any agreement or
instrument  by which  Borrower is bound nor result in the  creation of a Lien on
any assets of Borrower except the Lien granted to Bank herein. Borrower has duly
executed and delivered this Agreement, the Security Agreement, the Notes and the
other Loan  Documents  and they are valid and  binding  obligations  of Borrower
enforceable  according to their  respective terms except as limited by equitable
principles and by bankruptcy, insolvency or similar laws affecting the rights of
creditors generally.  No notice to or consent by any governmental body is needed
in connection with this transaction.

     3.3.  Litigation.  There are no suits or proceedings  pending or threatened
against or affecting  Borrower,  and no proceedings before any governmental body
are pending or threatened against Borrower.

     3.4 Margin  Stock.  No part of the Loans will be used to purchase or carry,
or to reduce or retire or  refinance  any credit  incurred to purchase or carry,
any margin  stock  (within  the meaning of  Regulations  U and X of the Board of
Governors of the Federal  Reserve  System) or to extend credit to others for the
purpose of  purchasing  or carrying  any margin  stock.  If  requested  by Bank,
Borrower will furnish to Bank statements in conformity with the  requirements of
Federal Reserve Form U-1.

     3.5  Business.  Borrower is not a party to or subject to any  agreement  or
restriction  which in the  opinion  of  Borrower's  management  is so unusual or
burdensome that it might have a material adverse effect on Borrower's  business,
properties or prospects.

     3.6 Licenses,  etc.  Borrower has obtained any and all  licenses,  permits,
franchises,  governmental  authorizations,  patents,  trademarks,  copyrights or
other rights  necessary for the ownership of its properties and the advantageous
conduct of its business.  Borrower possesses adequate licenses,  patents, patent
applications, copyrights, trademarks, trademark applications, and trade names to
continue to conduct its  business as  heretofore  conducted  by it,  without any
conflict with the rights of any other person or entity. All of the foregoing are
in full force and effect and none of the  foregoing  are in known  conflict with
the rights of others.
<PAGE>

     3.7 Laws and Taxes.  Borrower is in compliance with all laws,  regulations,
rulings,  orders,   injunctions,   decrees,  conditions  or  other  requirements
applicable  to or  imposed  upon  Borrower  by any  law  or by any  governmental
authority,  court or agency.  Borrower  has filed all  required  tax returns and
reports that are now required to be filed by it in connection  with any federal,
state and local tax, duty or charge levied, assessed or imposed upon Borrower or
its assets,  including  unemployment,  social  security,  and real estate taxes.
Borrower has paid all taxes which are now due and payable.  No taxing  authority
has asserted or assessed any additional tax liabilities  against  Borrower which
are  outstanding on the date of this  Agreement,  and Borrower has not filed for
any extension of time for the payment of any tax or the filing of any tax return
or report.

     3.8 Financial  Condition.  All financial  information  relating to Borrower
which has been or may  hereafter  be  delivered  by Borrower or on its behalf to
Bank is true and correct  and has been  prepared in  accordance  with  generally
accepted accounting principles  consistently  applied.  Borrower has no material
obligations  or  liabilities  of  any  kind  not  disclosed  in  that  financial
information,  and there has been no  material  adverse  change in the  financial
condition of Borrower nor has Borrower suffered any damage,  destruction or loss
which has adversely  affected its business or assets since the submission of the
most recent financial information to Bank.

     3.9 Title.  Borrower has good and marketable  title to the assets reflected
on the most recent  balance  sheet  submitted  to Bank,  free and clear from all
liens and  encumbrances of any kind,  except for such liens and  encumbrances as
identified on Exhibit 3.9 attached hereto (collectively, the "Permitted Liens"):
(a)  current  taxes  and  assessments  not yet due and  payable,  (b)  liens and
encumbrances, if any, reflected or noted on such balance sheet or notes thereto,
(c) assets disposed of in the ordinary course of business,  and (d) any security
interests,  pledges,  assignments  or  mortgages  granted  to Bank to secure the
repayment or performance of the Obligations.

     3.10  Defaults.  Borrower is in  compliance  with all  material  agreements
applicable  to it and there  does not now  exist any  default  or  violation  by
Borrower  of or under any of the terms,  conditions  or  obligations  of (a) its
Articles of Incorporation or By-Laws,  or (b) any indenture,  mortgage,  deed of
trust,  franchise,  permit,  contract,  agreement or other  instrument  to which
Borrower  is a party  or by  which  it is  bound,  and the  consummation  of the
transactions  contemplated  by this Agreement will not result in such default or
violation.

     3.11  Environmental  Laws. (a) Borrower has obtained all permits,  licenses
and other  authorizations  or approvals  which are required under  Environmental
Laws and Borrower is in compliance  in all material  respects with all terms and
conditions of the required permits, licenses,  authorizations and approvals, and
is also in  compliance  in all  material  respects  with all other  limitations,
restrictions,  conditions, standards, prohibitions,  requirements,  obligations,
schedules and timetables contained in the Environmental Laws.

     (b)  Borrower  is not aware of, and has not  received  notice of, any past,
present or future  events,  conditions,  circumstances,  activities,  practices,
incidents,  actions or plans which may interfere  with or prevent  compliance or
continued  compliance,  in any material respect, with Environmental Laws, or may
give rise to any material common law or legal  liability,  or otherwise form the
basis of any material claim, action, demand, suit, proceeding, hearing, study or
investigation, based on or related to the manufacture, processing, distribution,
use,  treatment,  storage,  disposal,  transport  or handling  or the  emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant, chemical, or industrial, toxic or hazardous substance or waste.
<PAGE>

     (c) There is no civil,  criminal or  administrative  action  suit,  demand,
claim, hearing,  notice or demand letter, notice of violation,  investigation or
proceeding  pending  or  threatened  against  Borrower,  relating  in any way to
Environmental Laws.

     3.12 Subsidiaries and Partnerships. Borrower has no subsidiaries and is not
a party to any partnership agreement or joint venture agreement.

     3.13 ERISA.  Borrower and all  individuals  or entities along with Borrower
would be treated as a single  employer under ERISA or the Internal  Revenue Code
of 1986, as amended (an "ERISA Affiliate"),  are in compliance with all of their
obligations to contribute to any "employee benefit plan" as that term is defined
in Section 3(3) of the Employee  Retirement Income Security Act of 1974, and any
regulations  promulgated  thereunder from time to time  ("ERISA").  Borrower and
each of its ERISA Affiliates are in full compliance with ERISA, and there exists
no event described in Section 4043(b) thereof ("Reportable Event").

Section 4. Affirmative Covenants.

     4.1 Books and Records.  Borrower will maintain  proper books of account and
records and enter  therein  complete and accurate  entries and records of all of
its transactions in accordance with generally accepted accounting principles and
give  representatives of Bank access thereto at all reasonable times,  including
permission to examine,  copy and make  abstracts from any such books and records
and such other  information  which  might be helpful to Bank in  evaluating  the
status of the Loans as it may  reasonably  request  from time to time.  Borrower
will  give  Bank  reasonable  access to the  Collateral  and the other  property
securing the Obligations for the purpose of performing  examinations thereof and
to verify its condition or existence.

     4.2  Financial  Statements.  Borrower  will  maintain a standard and modern
system for accounting and will furnish to Bank:

          (a) Within  thirty  (30) days after the end of each  month,  a copy of
     Borrower's  financial statements for that month and for the year to date in
     a form  reasonably  acceptable to Bank,  prepared and certified as complete
     and correct, subject to changes resulting from year-end adjustments, by the
     principal financial officer of Borrower;

          (b) As soon as  available  and in no event later than Ninety (90) days
     following  the close of each fiscal year of the  Borrower,  annual  audited
     financial statements,  including a balance sheet,  statements of income and
     surplus and changes in financial  position of the  Borrower,  together with
     supporting  schedules reflecting the financial condition of the Borrower at
     the close of such year and the results of its operations  during such year,
     all of such statements which shall be prepared in accordance with generally
     accepted  accounting  principles  consistently  applied by certified public
     accountants selected by Borrower and reasonably acceptable to Bank;

<PAGE>

          (c)  With  the  statements  submitted  under  (a)  and  (b)  above,  a
     certificate  signed by the  principal  financial  officer of Borrower,  (i)
     stating he is  familiar  with all  documents  relating  to Bank and that no
     Event of Default  specified  in this  Agreement,  nor any event  which upon
     notice or lapse of time, or both would constitute such an Event of Default,
     has  occurred,  or if any  such  condition  or  event  existed  or  exists,
     specifying it and describing  what action Borrower has taken or proposes to
     take with respect thereto, and (ii) setting forth, in summary form, figures
     showing  the  financial  status of  Borrower  in respect  of the  financial
     restrictions/covenants contained in this Agreement;

          (d) On or  before  April  1 of  each  year,  a copy  of the  financial
     statements for each Guarantor together with copies of all federal and state
     income tax  returns of each of the  Guarantors  within  Thirty (30) days of
     filing;

          (e) Immediately  upon any officer of Borrower  obtaining  knowledge of
     any condition or event which  constitutes or, after notice or lapse of time
     or both,  constitutes  an Event of Default,  a  certificate  of such person
     specifying the nature and period of the existence thereof,  and what action
     Borrower has taken or is taking or proposes to take in respect thereof;

          (f)  Copies of all  federal,  state and local  income  tax  returns of
     Borrower as prepared by certified public accountants  reasonably acceptable
     to Bank and such other information as Bank may reasonably request; and

          (g) From time to time such other  information  concerning the Borrower
     and the Guarantors as the Bank may reasonably request.

     If at  any  time  Borrower  has  any  additional  subsidiaries  which  have
financial  statements  that could be  consolidated  with those of Borrower under
generally accepted accounting  principles,  the financial statements required by
subsections  (a) and (b) above will be the financial  statements of Borrower and
all such subsidiaries prepared on a consolidated and consolidating basis.

     4.3 Condition and Repair.  Borrower will maintain its assets in good repair
and  working  order  and will  make all  appropriate  repairs  and  replacements
thereof.

     4.4 Insurance.  Borrower will insure its  properties  and business  against
loss or damage of the kinds and in the amounts  customarily  insured  against by
corporations  with  established  reputations  engaged  in the  same  or  similar
business as Borrower.  All such policies will (a) be issued by financially sound
and  reputable  insurers,  (b) name Bank as an  additional  insured  and,  where
applicable,  as loss payee under a lender loss payable endorsement  satisfactory
to Bank, and (c) will provide for thirty (30) days written notice to Bank before
such  policy  is  altered  or  canceled  all of  which  will be  evidenced  by a
Certificate of Insurance  delivered to Bank by Borrower on the date of execution
of this Agreement.

     4.5  Taxes.  Borrower  will pay when due all taxes,  assessments  and other
governmental charges imposed upon it or its assets, franchises, business, income
or  profits  before any  penalty or  interest  accrues  thereon,  and all claims
(including,  without  limitation,  claims for  labor,  services,  materials  and
supplies)  for sums  which  by law  might  be a lien or  charge  upon any of its
assets,  provided  that  (unless any  material  item or property  would be lost,
forfeited  or  materially  damaged as a result  thereof) no such charge or claim
need be paid if it is  being  diligently  contested  in good  faith,  if Bank is
notified  in advance of such  contest and if  Borrower  establishes  an adequate
reserve or other appropriate provision required by generally accepted accounting
principles and deposits with Bank cash or bond in an amount acceptable to Bank.
<PAGE>

     4.6  Existence,  Business.  Borrower will (a) maintain its  existence,  (b)
engage  primarily  in  business  of the  same  general  character  as  that  now
conducted,   and  (c)  refrain  from   entering   into  any  lines  of  business
substantially  different  from the business or activities  in which  Borrower is
presently engaged.

     4.7 Compliance with Laws. Borrower will comply with all federal,  state and
local  laws,  regulations  and  orders  applicable  to  Borrower  or its  assets
including but not limited to all Environmental Laws, in all respects material to
Borrower's business, assets or prospects and will immediately notify Bank of any
violation of any rule, regulation,  statute, ordinance, order or law relating to
the public  health or the  environment  and of any  complaint  or  notifications
received by Borrower  regarding to any  environmental or safety and health rule,
regulation, statute, ordinance or law.

     4.8  Notice  of  Default.  Borrower  will,  within  three  (3)  days of its
knowledge  thereof,  give written  notice to Bank of (a) the  occurrence  of any
event or the existence of any condition which would be, after notice or lapse of
applicable  grace  periods,  an Event of Default,  and (b) the occurrence of any
event or the  existence of any  condition  which would  prohibit  Borrower  from
continuing to make the representations set forth in this Agreement.

     4.9  Costs.  Borrower  will  pay to  Bank  its  fees,  costs  and  expenses
(including, without limitation, reasonable attorneys' fees, other professionals'
fees,  appraisal fees,  expert fees,  court costs,  litigation and other expense
(collectively,  "Costs")  incurred  or  paid  by Bank  in  connection  with  the
negotiating,  documenting,  administering and enforcing the Facility,  the Loans
and the Loan  Documents and the defense,  preservation  and protection of Bank's
rights and  remedies  thereunder,  including  without  limitation,  its security
interest in the  Collateral or any other  property  pledged to secure the Loans,
whether incurred in bankruptcy,  insolvency,  foreclosure or other litigation or
proceedings or otherwise. The Costs will be due and payable upon demand by Bank.
Thereafter,  the Costs will bear interest from the date incurred or disbursed at
the  highest  rate set forth in the  Notes.  This  provision  will  survive  the
termination  of this  Agreement  and/or the  repayment of any amounts due or the
performance of any Obligation.

     4.10 [Reserved]

     4.11  Other  Amounts  Deemed  Loans.  If  Borrower  fails  to pay any  tax,
assessment, governmental charge or levy or to maintain insurance within the time
permitted or required by this  Agreement,  or to discharge  any Lien  prohibited
hereby,  or to comply  with any  other  Obligation,  Bank may,  but shall not be
obligated  to,  pay,  satisfy,  discharge  or bond the same for the  account  of
Borrower,  and to the extent  permitted  by law and at the  option of Bank,  all
monies  so  paid by Bank  on  behalf  of  Borrower  will  be  deemed  Loans  and
Obligations.

     4.12 Financial  Covenants.  Borrower will not permit its Cash Flow Coverage
Ratio to be less than  1.15:1.00 at any time during the term of this  Agreement,
tested quarterly.

     4.13 Additional  Financial  Reporting.  Borrower will cause to be delivered
the following financial and other statements:

          (a) Within forty-five (45) days after the end of each month, a copy of
     the financial statements for Obsidian Enterprises,  Inc. and Pyramid Coach,
     Inc.  for  that  month  and  for  the  year-to-date  in a  form  reasonably
     acceptable to Bank, subject to changes resulting from year-end adjustments,
     prepared and certified as complete and correct,  by the principal financial
     officer of such entity;
<PAGE>

          (b) Within ten (10) days  after the end of each  month,  a copy of the
     monthly accounts receivable and accounts payable reports for Pyramid Coach,
     Inc.;

          (c) As soon as  available  and in no event later than ninety (90) days
     following  the close of each  fiscal  year of  Obsidian  Enterprises,  Inc.
     annual audited financial statements,  including a balance sheet, statements
     of income  and  surplus  and  changes in  financial  position  of  Obsidian
     Enterprises,  Inc.,  together  with  supporting  schedules  reflecting  the
     financial condition of Obsidian Enterprises, Inc. at the close of such year
     and the results of its  operations  during such year,  all such  statements
     which shall be prepared in accordance  with generally  accepted  accounting
     principles  consistently applied by McGladrey Pullen LLP or other certified
     public accountants  selected by Obsidian  Enterprises,  Inc. and reasonably
     acceptable to Bank. Such financial statements of Obsidian Enterprises, Inc.
     shall be prepared on a consolidated and consolidating basis;

          (d) As soon as  available  but in any event  within  twenty  (20) days
     after the end of each  calendar  quarter,  a  compliance  certificate  from
     Borrower, Obsidian Enterprises , Inc. and Pyramid Coach, Inc.

Section 5. Negative Covenants.

     5.1 Indebtedness.  Except as otherwise contemplated on Exhibit 5.1 attached
and without  Bank's prior  written  consent,  Borrower  will not incur,  create,
assume or permit to exist any additional  Indebtedness for borrowed money (other
than the  Obligations)  or  Indebtedness  on account of  deposits,  advances  or
progress  payments  under  contracts,   notes,  bonds,   debentures  or  similar
obligations  or  other  indebtedness  evidenced  by  notes,  bonds,  debentures,
capitalized  leases  or  similar  obligations  requiring  payments  in excess of
$10,000.00 on an annual basis.

     5.2 Prepayments.  Without Bank's prior written  consent,  Borrower will not
voluntarily  prepay  any  Indebtedness  owing by  Borrower  prior to the  stated
maturity date thereof other than (i) the  Obligations  and (ii)  Indebtedness to
trade  creditors  where the  prepayment  will result in a discount on the amount
due.

     5.3 Leases. Without Bank's prior written consent and except as disclosed on
Borrower's  current financial  statements  delivered to Bank,  Borrower will not
enter into any lease of real or  personal  property  as lessee if the  aggregate
payments  due under such lease and all other  leases of Borrower  then in effect
would exceed $50,000.00 in any fiscal year.

     5.4 Capital  Expenditures.  Without Bank's prior written consent and except
as  contemplated  in  Exhibit  5.1  attached,  other than  capital  expenditures
financed by Bank to Borrower under any of the Notes,  Borrower will not make any
plant or fixed  capital  expenditure,  or any  commitment  therefor,  or  obtain
equipment subject to a purchase money security interest, trust deed or lease, in
any fiscal year, in excess of $250,000.00 on an annual basis.
<PAGE>

     5.5 Pledge or  Encumbrance  of Assets.  Other than the Permitted  Liens and
liens  and  encumbrances  resulting  from the  Permitted  Indebtedness,  if any,
Borrower will not create,  incur, assume or permit to exist, arise or attach any
Lien in any present or future asset, except for Liens to Bank, Liens existing on
the date of this Agreement which have been disclosed to and approved by Bank and
Liens imposed by law which secure amounts not at the time due and payable.

     5.6  Guarantees  and  Loans.  Borrower  will not enter  into any  direct or
indirect  guarantees  other than by  endorsement  of checks for deposit or other
than in the ordinary  course of business nor make any advance or loan other than
in the ordinary course of business as presently  conducted,  including,  without
limitation, loans and advances to employees of Borrower.

     5.7  Distributions.  Borrower will not issue any  additional  shares of its
capital  stock,  nor grant any  warrants,  options or other  rights to  purchase
capital  stock.  Borrower  will  not (a)  declare  or pay any  distributions  or
dividends  on its  capital  stock,  (b)  make  any  payments  of any kind to its
shareholders (including, without limitation, debt repayments, payments for goods
or services or otherwise, but excluding ordinary salary payments to shareholders
employed  by  Borrower),  or (c) redeem any of its  capital  stock in any fiscal
year.

     5.8 Merger,  Disposition of Assets.  Without Bank's prior written  consent,
Borrower  will not (a) change its capital  structure,  (b) merge or  consolidate
with any  corporation,  (c) amend or change its  Articles  of  Incorporation  or
By-Laws or (d) sell,  transfer or  otherwise  dispose of all or any  substantial
part of its assets, whether now owned or hereafter acquired.

     5.9  Transactions  with  Affiliates.  Borrower  will  not (a)  directly  or
indirectly  issue any  guarantee for the benefit of any of its  Affiliates,  (b)
directly or indirectly  make any loans or advances to or  investments  in any of
its Affiliates,  or (c) enter into any  transaction  with any of its Affiliates,
other than  transactions  entered  into on an arm's  length  basis in the normal
course of Borrower's business.

     5.10  Investments.  Borrower  will not  purchase or hold  beneficially  any
stock,  securities or evidences of  indebtedness  of, or make any  investment or
acquire any  interest  in, any other firm,  partnership,  corporation  or entity
other than short term  investments of excess  working  capital in one or more of
the  following:  (a)  investments  (of one year or less) in direct or guaranteed
obligations of the United States, or any agencies  thereof;  and (b) investments
(of one year or less) in  certificates  of deposit  of banks or trust  companies
organized  under  the laws of the  United  States or any  jurisdiction  thereof,
provided that such banks or trust  companies are insured by the Federal  Deposit
Insurance Corporation and have capital in excess of $25,000,000.00.

     5.11  Executive  Compensation.  Borrower will not increase  payments to the
existing officers,  directors and other executive management of Borrower, either
in the form of salaries,  deferred  compensation or otherwise,  in excess of the
levels of compensation as of the date of this Agreement.

Section 6. Events of Default and Remedies.

     6.1 Events of  Default.  Any of the  following  events  will be an Event of
Default ("Event of Default"):

          (a) any  representation  or warranty made by Borrower herein or in any
     of the Loan Documents is incorrect when made or reaffirmed; or
<PAGE>

          (b) Borrower or any Guarantor defaults in the payment of any principal
     or interest on any  Obligation  when due and payable,  by  acceleration  or
     otherwise; or

          (c) Borrower  fails to observe or perform any  covenant,  condition or
     agreement  herein  and  fails to cure  such  default  within 30 days of the
     occurrence  thereof,  provided that such 30 day grace period will not apply
     to (i) a breach of any  covenant  which in Bank's  good faith  judgment  is
     incapable  of cure,  (ii) any  failure  to  maintain  insurance  or  permit
     inspection of the Collateral or of the books and records of Borrower, (iii)
     any breach in any negative  covenant set forth in Section 5 hereof, or (iv)
     any breach of any covenant which has already occurred; or

          (d) a court  enters a decree  or order  for  relief  with  respect  to
     Borrower in an involuntary case under any applicable bankruptcy, insolvency
     or other  similar law then in effect,  or appoints a receiver,  liquidator,
     assignee,  custodian,  trustee, sequestrator (or other similar official) of
     Borrower or for any substantial part of its property, or orders the wind-up
     or liquidation of its affairs; or a petition initiating an involuntary case
     under  any such  bankruptcy,  insolvency  or  similar  law is filed  and is
     pending for thirty (30) days without dismissal; or

          (e)  Borrower   commences  a  voluntary   case  under  any  applicable
     bankruptcy, insolvency or other similar law in effect, or makes any general
     assignment  for the benefit of  creditors,  or fails  generally  to pay its
     debts as such debts become due, or takes corporate action in furtherance of
     any of the foregoing; or

          (f)  Borrower  or  any  Guarantor  defaults  under  the  terms  of any
     Indebtedness or lease  involving  total payment  obligations of Borrower in
     excess of  $25,000.00,  and such  default  gives any creditor or lessor the
     right to accelerate the maturity of any such indebtedness or lease payments
     which right is not contested by Borrower or Guarantor,  as appropriate,  or
     is determined by any court of competent jurisdiction to be valid; or

          (g) final  judgment of the payment of money in excess of $25,000.00 is
     rendered against Borrower or any Guarantor and remains  undischarged for 10
     days during which execution is not effectively stayed; or

          (h) any event occurs which might, in Bank's  opinion,  have a material
     adverse  effect on the  Collateral  or on Borrower's  financial  condition,
     operations,  assets or  prospects,  or on any other  property  securing the
     repayment of the Obligations; or

          (i) an Event of Default or default occurs under any Loan Document; or

          (j) the dissolution or liquidation of Borrower; or

          (k) the  commencement of any foreclosure  proceedings,  proceedings in
     aid of execution,  attachment actions, levies against, or the filing by any
     taxing  authority of a lien against any of the  Collateral  or any property
     securing the repayment of any of the Obligations; or

          (l) the loss,  theft or  substantial  damage to the  Collateral or any
     property  securing the repayment of the  Obligations  if the result of such
     occurrence will be, in Bank's reasonable judgment, the failure or inability
     of Borrower to continue  substantially  normal  operation  of its  business
     within thirty (30) days of the date of such occurrence.
<PAGE>

          (m) (i) the validity or  effectiveness of any of the Loan Documents or
     its transfer, grant, pledge, mortgage, or assignment by the party executing
     such Loan  Document is impaired;  (ii) any party  executing any of the Loan
     Documents asserts that any of such Loan Documents is not a legal, valid and
     binding obligation of the party thereto  enforceable in accordance with its
     terms;  (iii) the security interest or Lien purporting to be created by any
     of the Loan  Documents  will for any reason cease to be a valid,  perfected
     lien  subject to no other liens other than Liens  permitted by the terms of
     this  Agreement;  or (iv)  any  Loan  Document  is  amended,  hypothecated,
     subordinated,  terminated or discharged,  or if any person is released from
     any of its covenants or obligations  under any of the Loan Documents except
     as permitted by Bank in writing; or

          (n) Bank in good faith deems itself insecure; or

          (o) a  Reportable  Event (as defined in ERISA)  occurs with respect to
     any employee  benefit plan  maintained by Borrower for its employees  other
     than a Reportable  Event caused  solely by a decrease in  employment;  or a
     trustee is appointed by a United States  District  Court to administer  any
     employee  benefit  plan;  or  the  Pension  Benefit  Guaranty   Corporation
     institutes  proceedings  to terminate  any of Borrower's  employee  benefit
     plans; or

          (p) the filing of any lien or charge  against  the  Collateral  or any
     part  thereof  which is not  removed to the  satisfaction  of Bank within a
     period of 30 days thereafter; or

          (q) the abandonment by Borrower of all or any part of the Collateral.

          (r) the death,  insolvency  or  incapacity  of the  Guarantors  or the
     revocation of the repayment and  performance  guaranty by the Guarantors or
     the  occurrence  of any  other  event  adversely  affecting  the  financial
     capabilities of the Guarantors.

     6.2 Remedies.  If any Event of Default occurs, Bank may (i) cease advancing
money hereunder, (ii) declare all Obligations to be immediately due and payable,
whereupon  such  Obligations  will  immediately  become due and  payable,  (iii)
exercise any and all rights and remedies provided by applicable law and the Loan
Documents,  (iv) proceed to realize upon the Collateral or any property securing
the Obligations,  including, without limitation,  causing all or any part of the
Collateral  to be  transferred  or  registered in its name or in the name of any
other person,  firm or corporation,  with or without designation of the capacity
of such nominee,  all without  presentment,  demand,  protest,  or notice of any
kind, each of which are hereby expressly  waived by Borrower.  Borrower shall be
liable for any deficiency  remaining after  disposition of any  Collateral,  and
waives all valuation and appraisement laws.

     6.3 Setoff. If any Event of Default will occur, Bank is authorized, without
notice to  Borrower,  to offset and apply to all or any part of the  Obligations
all moneys,  credits and other property of any nature whatsoever of Borrower now
or at any time hereafter in the possession of, in transit to or
<PAGE>

     6.4 Default Rate. After the occurrence of an Event of Default,  all amounts
of  principal  outstanding  as of the date of the  occurrence  of such  Event of
Default will accrue  interest at the Default  Rate,  in Bank's sole  discretion,
without  notice to Borrower.  This provision does not constitute a waiver of any
Events  of  Default  or an  agreement  by  Bank  to  permit  any  late  payments
whatsoever.

     6.5 Late Payment Penalty.  If any payment of principal is not paid when due
(whether at maturity,  by  acceleration or otherwise after the expiration of any
applicable  notice,  grace and cure periods),  Borrower  agrees to pay to Bank a
late payment fee equal to five percent (5%) of the payment amount then due.

     6.6 No Remedy  Exclusive.  No remedy set forth  herein is  exclusive of any
other  available  remedy or remedies,  but each is cumulative and in addition to
every other remedy available under this Agreement,  the Loan Documents or as may
be now or hereafter  existing at law, in equity or by statute.  Borrower  waives
any  requirement of marshaling of assets which may be secured by any of the Loan
Documents.

     6.7 Effect of  Termination.  The  termination  of this  Agreement  will not
affect  any  rights of either  party or any  obligation  of either  party to the
other,  arising  prior  to the  effective  date  of  such  termination,  and the
provisions  hereof shall continue to be fully operative  until all  transactions
entered into,  rights created or Obligations  incurred prior to such termination
have been fully  disposed of,  concluded or liquidated.  The security  interest,
lien and rights  granted to Bank  hereunder  and under the Loan  Documents  will
continue  in full force and  effect,  notwithstanding  the  termination  of this
Agreement or the fact that no Loans are  outstanding  to Borrower,  until all of
the Obligations, have been paid in full.

     6.8 No  Adequate  Remedy  at Law.  Borrower  recognizes  that in the  event
Borrower  fails to pay,  perform,  observe or discharge  any of its  Obligations
under this Agreement,  the Notes or the other Loan  Documents,  no remedy at law
will  provide  adequate  relief to Bank and  Borrower  agrees that Bank shall be
entitled to temporary and permanent  injunctive  relief in any such case without
the necessity of proving that it has incurred actual damages.

Section 7. Conditions Precedent.

     7.1  Conditions  to Loans.  Bank will have no obligation to make or advance
any amounts  under the Loans until  Borrower has  delivered to Bank at or before
the closing date, in form and substance satisfactory to Bank:

          (a)  Executed  versions of the Term Note in the forms of Exhibit  2.1A
     and 2.1B attached hereto.

          (b) A  Certificate  of Borrower in the form of Exhibit  7.1(b) and all
     attachments thereto.

          (c) A Certificate  for Obsidian  Enterprises,  Inc. and Pyramid Coach,
     Inc., in the form of Exhibit 7.1 (c) and all attachments thereto.
<PAGE>

          (d) A favorable legal opinion of counsel to Borrower and Guarantors.

          (e) An  executed  version  of the  Security  Agreement  in the form of
     Exhibit 8.5 attached hereto together with a completed version of Schedule I
     attached thereto entitled  "Perfection  Certificate",  executed by Borrower
     and Pyramid Coach, Inc.

          (f) Executed  versions of the  Guaranty in the form of Exhibit  7.1(f)
     attached hereto by the Guarantors.

          (g) Executed  versions of the Pledge  Agreement in the form of Exhibit
     7.1(g) attached  hereto by Obsidian  Enterprises,  Inc.,  together with the
     original stock  certificates of Borrower and irrevocable  proxies and stock
     powers.

          (h)  Original  copies of the vehicle  titles  relating to the vehicles
     acquired by the Borrower  and as more  particularly  identified  on Exhibit
     2.1(d) attached hereto.

          (i) Copies of the acquisition  documents  associated with the vehicles
     acquired by the Borrower as identified on Exhibit 2.1(d) attached hereto.

          (j) A Collateral  Assignment of Life Insurance Policy in an amount not
     less than One  Million  and No/100  Dollars  ($1,000,000)  upon the life of
     Timothy S. Durham, together with a copy of the life insurance policy.

          (k) Evidence of insurance, together with a duly executed Lender's Loss
     Payable Endorsement form,  consistent with the requirements as set forth in
     this Agreement and the Security Agreement.

          (l) Such other documents,  instruments and information as the Bank may
     reasonably require.


Section 8. Miscellaneous Provisions.

     8.1  Miscellaneous.  This  Agreement,  the  exhibits  and  the  other  Loan
Documents  are the complete  agreement of the parties  hereto and  supersede all
previous  understandings  relating to the subject matter hereof.  This Agreement
may be amended only in writing  signed by the party against whom  enforcement of
the amendment is sought. This Agreement may be executed in counterparts.  If any
part of this Agreement is held invalid, illegal or unenforceable,  the remainder
of this  Agreement  will not in any way be  affected.  This  Agreement is and is
intended to be a continuing  agreement  and will remain in full force and effect
until the Loans are finally  and  irrevocably  paid in full and the  Facility is
terminated.

     8.2 Waiver by Borrower.  Borrower  waives  notice of  non-payment,  demand,
presentment,  protest or notice of protest of any Accounts or other  Collateral,
and all other notices  (except those notices  specifically  provided for in this
Agreement);  consents to any renewals or extensions of time of payment  thereof,
and generally waives any and all suretyship  defenses and defenses in the nature
thereof.

     8.3 Binding  Effect.  This  Agreement will be binding upon and inure to the
benefit of the respective legal  representatives,  successors and assigns of the
parties hereto;  however,  Borrower may not assign or transfer any of its rights
or  delegate  any of its  Obligations  under this  Agreement  or any of the Loan
Documents,  by  operation of law or  otherwise,  without  Bank's  prior  written
consent.  Bank (and any subsequent  assignee) may transfer and assign any of its
rights or delegate  any of its duties  under this  Agreement  or may transfer or
assign partial  interests or participation  in the Loans to other persons.  Bank
may  disclose to all  prospective  and actual  assignees  and  participants  all
financial,  business  and other  information  about a  Borrower  which  Bank may
possess at any time.
<PAGE>

     8.4 Subsidiaries.  If Borrower has any additional  Subsidiaries at any time
during the term of this Agreement,  the term "Borrower" in each  representation,
warranty  and  covenant   herein  will  mean   "Borrower"  and  each  Subsidiary
individually and in the aggregate, and Borrower will cause each Subsidiary to be
in compliance therewith.

     8.5  Security.  The  Obligations  are secured as provided  herein,  in this
Agreement,  the  Security  Agreement,  in the Loan  Documents  and in each other
document or agreement which by its terms secures the repayment or performance of
the  Obligations.   Additionally,   the  Obligations  shall  be  unconditionally
guarantied by the Guarantors.

     8.6 Survival.  All  representations,  warranties,  covenants and agreements
made by Borrower herein and in the Loan Documents will survive the execution and
delivery of this Agreement, the Loan Documents and the issuance of the Notes.

     8.7  Delay  or  Omission.  No  delay  or  omission  on the  part of Bank in
exercising  any right,  remedy or power  arising  from any Event of Default will
impair any such right,  remedy or power or any other right remedy or power or be
considered  a waiver or any right,  remedy or power or any Event of Default  nor
will the action or omission to act by Bank upon the  occurrence  of any Event of
Default impair any right,  remedy or power arising as a result thereof or affect
any subsequent Event of Default of the same or different nature.

     8.8 Notices. Any notices under or pursuant to this Agreement will be deemed
duly sent when delivered in hand or when mailed by registered or certified mail,
return receipt requested, addressed as follows:

                To Borrower:    Obsidian Leasing Company, Inc.
                                111 Monument Circle, Suite 4800
                                Indianapolis, Indiana 46204
                                Attention: Jeffrey Osler

                  To Bank:      Old National Bank
                                2 West Main Street
                                Danville, Illinois 61834-5898
                                Attention: Dan Laughner

                                and

                                Old National Bank
                                P.O. Box 718
                                Evansville, Indiana 47705
                                Attention: George W. Day, III

Either party may change such address by sending  written notice of the change to
the other party.

     8.9 No  Partnership.  Nothing  contained  herein  or in  any  of  the  Loan
Documents is intended to create or will be construed to create any  partnership,
joint  venture or other  relationship  between Bank and  Borrower  other than as
expressly  set forth  herein or therein  and will not create any joint  venture,
partnership or other relationship.

     8.10 Indemnification. If after receipt of any payment of all or part of the
Obligations,  Bank is for any reason  compelled to surrender such payment to any
person or entity, because such payment is determined to be void or voidable as a
preference,  impermissible setoff, or diversion of trust funds, or for any other
reason,  this Agreement will continue in full force and effect and Borrower will
be liable to, and will indemnify,  save and hold Bank, its officers,  directors,
attorneys,  and  employees  harmless  of and from  the  amount  of such  payment
surrendered.  The  provisions  of  this  Section  will be and  remain  effective
notwithstanding  any  contrary  action  which  may  have  been  taken by Bank in
reliance on such payment,  and any such contrary action so taken will be without
prejudice to Bank's rights under this  Agreement and will be deemed to have been
conditioned upon such payment becoming final,  indefeasible and irrevocable.  In
addition,  Borrower will  indemnify,  defend,  save and hold Bank, its officers,
directors,  attorneys,  and employees  harmless of, from and against all claims,
demands,  liabilities,  judgments, losses, damages, costs and expenses, joint or
several (including all accounting fees and attorneys' fees reasonably incurred),
that Bank or any such indemnified party may incur arising out of this Agreement,
any of the Loan  Documents  or any act taken by Bank  hereunder  except  for the
willful misconduct or gross negligence of such indemnified party. The provisions
of this Section will survive the termination of this Agreement.

     8.11 Depository Account Acknowledgment.  Borrower and Bank severally,  each
for itself,  acknowledges  and agrees that the extension of credit  provided for
herein is neither  conditioned upon nor has the interest rates and fees therefor
been set based  upon  Borrower's  agreement  to  purchase  any other  product or
service  from Bank.  Further,  Borrower  and Bank  severally,  each for  itself,
acknowledges  and agrees that Bank has not offered  this  extension of credit or
offered to reduce the interest rate or fee therefor except as provided herein.

     8.12 Governing Law, Jurisdiction.  This Agreement,  the Notes and the other
Loan  Documents  will be governed by the domestic  laws of the State of Indiana.
Borrower  agrees  that the  state and  federal  courts  in  Vanderburgh  County,
Indiana,  or any other court in which Bank initiates  proceedings have exclusive
jurisdiction over all matters arising out of this Agreement, and that service of
process in any such  proceeding  will be  effective if mailed to Borrower at its
address  described in the Notices section of this  Agreement.  BANK AND BORROWER
HEREBY  WAIVE  THE  RIGHT TO TRIAL BY JURY OF ANY  MATTERS  ARISING  OUT OF THIS
AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED HEREBY.

     IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement by their
duly authorized officers as of the date first above written.


                                    OBSIDIAN LEASING COMPANY, INC.



                                    By:
                                       -----------------------------------
                                       Jeffrey Osler, President


                                    OLD NATIONAL BANK


                                    By:
                                       -----------------------------------
                                       Dan Laughner, Vice President


<PAGE>


                                    EXHIBITS
                                       TO
                                CREDIT AGREEMENT
                                     BETWEEN
                         OBSIDIAN LEASING COMPANY, INC.
                                       AND
                                OLD NATIONAL BANK


Exhibit 1                 -     Definitions
Exhibit 2.1-A             -     Term Note Form
Exhibit 2.1-B             -     Term Note Form
Exhibit 2.1 (d)           -     Identification of Vehicles
Exhibit 3.9               -     Permitted Liens
Exhibit 5.1               -     Permitted Indebtedness
Exhibit 7.1 (b)           -     Certificate of Borrower
                                Schedule C - Directors' Resolutions
Exhibit 7.1 (c)           -     Certificate of Guarantor
Exhibit 7.1 (f)           -     Guaranty Form
Exhibit 7.1 (g)           -     Pledge Agreement Form
Exhibit 8.5               -     Security Agreement Form



<PAGE>


                                    EXHIBIT 1
                                   DEFINITIONS

o    "Affiliate" means, as to Borrower, (a) any person or entity which, directly
     or  indirectly,  is in  control  of, is  controlled  by or is under  common
     control  with,  Borrower,  or (b) any person who is a director,  officer or
     employee (i) of Borrower or (ii) of any person  described in the  preceding
     clause (a).

o    "Cash Flow Coverage Ratio" means the ratio of (a) the sum of Borrower's net
     income for the previous 12 month period after taxes plus  depreciation  and
     amortization  expense plus any  extraordinary  one-time charges approved by
     Bank,  to (b)  Borrower's  Current  Maturities  of Long  Term Debt for such
     previous 12 month period.

o    "Collateral"  has  the  meaning  assigned  to  that  term  in the  Security
     Agreement.

o    "Current  Maturities of Long Term Debt" means that portion of the principal
     amount of Long Term Debt which must be paid during the twelve fiscal months
     preceding the date such determination is to be made.

o    "Default  Rate" means three  percent  (3%) in excess of the  interest  rate
     otherwise in effect under amounts  outstanding under the Notes. In no event
     will the  interest  rate  accruing  under such Notes be  increased to be in
     excess of the  maximum  interest  rate  permitted  by  applicable  state or
     federal usury laws then in effect.

o    "Environmental  Laws" means all  federal,  state,  local and  foreign  laws
     relating to pollution or  protection  of the  environment,  including  laws
     relating  to  emissions,  discharges,  releases or  threatened  releases of
     pollutants,  contaminants,  chemicals,  or  industrial  toxic or  hazardous
     substances or wastes into the  environment  (including  without  limitation
     ambient air, surface water, ground water or land), or otherwise relating to
     the  manufacture,   processing,   distribution,  use,  treatment,  storage,
     disposal, transport or handling of pollutants,  contaminants,  chemicals or
     industrial,  toxic  or  hazardous  substances  or  wastes,  and any and all
     regulations, codes, plans, orders, decrees, judgments, injunctions, notices
     or demand letters issued, entered promulgated or approved thereunder.

o    "ERISA" means the Federal Employee Retirement Income Security Act of 1974.

o    "Event(s) of Default" will have the meaning set forth in Section 6.1 of the
     Agreement.

o    "Guarantors" means, collectively, Timothy S. Durham, Terry Whitesell, Julia
     Whitesell, Obsidian
         Enterprises, Inc. and Pyramid Coach, Inc.

o    "Guaranty" means the Unconditional Unlimited Continuing Guaranties executed
     by the Guarantors for the benefit of Bank relating to the Obligations.
<PAGE>

o    "Indebtedness"  means (a) all items  (except  items of  capital  stock,  of
     capital surplus, of general  contingency  reserves or of retained earnings,
     deferred income taxes, and amount  attributable to minority  interests,  if
     any) which in accordance  with  generally  accepted  accounting  principles
     would be included in determining total liabilities on a consolidated  basis
     as  shown on the  liability  side of a  balance  sheet as at the date as of
     which Indebtedness is to be determined, (b) all indebtedness secured by any
     mortgage,  pledge,  lien or  conditional  sale  or  other  title  retention
     agreement to which any property or asset owned or held is subject,  whether
     or not the indebtedness  secured thereby will have been assumed  (excluding
     non-capitalized  leases which may amount to title retention  agreements but
     including  capitalized  leases),  and (c) all  indebtedness of others which
     Borrower or any Subsidiary has directly or indirectly guaranteed,  endorsed
     (otherwise  than for  collection  or  deposit  in the  ordinary  course  of
     business),  discounted  or sold with  recourse or agreed  (contingently  or
     otherwise) to purchase or repurchase or otherwise acquire, or in respect of
     which  Borrower  or any  Subsidiary  has agreed to apply or  advance  funds
     (whether by way of loan, stock purchase, capital contribution or otherwise)
     or otherwise to become directly or indirectly liable.

o    "Lien" means any security interest,  mortgage, pledge, assignment,  lien or
     other  encumbrance of any kind,  including  interests of vendors or lessors
     under conditional sale contracts and capitalized leases.

o    "Loan Documents" means this Agreement,  the Notes, the Security  Agreement,
     the Guaranties and every other document or agreement  executed by any party
     evidencing,  guarantying  or  securing  any of the  Obligations;  and "Loan
     Document" means any one of the Loan Documents.

o    "Loans"  means the Term Loan,  together  with all renewals  and  extensions
     thereof.

o    "Long Term Debt" means Indebtedness  which, by its terms, is not payable in
     full within one year from the date incurred, or the repayment of which may,
     at the option of  Borrower,  be extended for a period of more than one year
     from the date incurred. '

o    "Notes" means the Term Note,  together with all  renewals,  amendments  and
     substitutions thereof.

o    "Obligation(s)" means all loans,  advances,  indebtedness,  liabilities and
     obligations  of  Borrower  owed to each of Bank and the  Affiliates  of Old
     National  Bank of every  kind  and  description  whether  now  existing  or
     hereafter arising including without  limitation,  those owed by Borrower to
     others and  acquired by Bank or any  Affiliate  of Old  National  Bank,  by
     purchase,  assignment or otherwise, and whether direct or indirect, primary
     or  as  guarantor  or  surety,   absolute  or  contingent,   liquidated  or
     unliquidated,  matured or  unmatured,  whether or not secured by additional
     collateral,  and including without limitation all liabilities,  obligations
     and indebtedness arising under this Agreement, the Notes and the other Loan
     Documents,  all obligations to perform or forbear from performing acts, all
     amounts  represented  by letters of credit now or hereafter  issued by Bank
     for the  benefit of or at the request of  Borrower,  and all  expenses  and
     attorneys'  fees  incurred by Bank and any  Affiliate of Old National  Bank
     under this Agreement or any other document or instrument  related to any of
     the foregoing.

o    "Permitted  Liens" has the meaning assigned thereto as set forth in Section
     3.9 of the Agreement.
<PAGE>

o    "Security  Agreement"  means the Security  Agreement of even date  herewith
     between Borrower and/or Guarantors and Bank, securing the Obligations.

o    "Subsidiary" means any corporation of which Borrower directly or indirectly
     owns or  controls  at the time  outstanding  stock  having  under  ordinary
     circumstances  (not  depending on the  happening of a  contingency)  voting
     power to elect a majority of the board of directors of said corporation.

o    "Term  Loan" has the  meaning  assigned  to that term in Section 2.1 of the
     Agreement.


<PAGE>


                                 TERM LOAN NOTE:
                                 --------------

$588,891,54                                           Date: October 31, 2002
                                                      Due December 1, 2004
                                                      Indianapolis, Indiana

     FOR  VALUE  RECEIVED,   OBSIDIAN  LEASING  COMPANY,   INC.,  a  Mississippi
corporation (hereinafter referred to as "Maker"),  hereby promises to pay to the
order of OLD NATIONAL BANK, a national banking  association with offices located
at 420 Main  Street,  Evansville,  Indiana  47705  (hereinafter  referred  to as
"Bank"),  in  lawful  money of the  United  States  of  America,  at the  Bata's
principal  offices or at such other  place or to such other  party as the holder
hereof may from time to time designate by written  notice,  the principal sum of
Five Hundred Eighty-Eight Thousand Eight Hundred Ninety-One and: 154/100 Dollars
($588,891.54) together with interest as hereinafter provided as follows:

     (a)  The Maker  shall pay  interest on the  principal  balance of this Note
          outstanding  from time to time at a per annum  rate equal to the LIBOR
          Rate (as hereinafter defined) plus Five Hundred Sixty-Five (565) Basis
          points,  which rate shall change effective as of the first Banking Day
          of each month.  The Maker shall  repay the  principal  of this Note 11
          equal  monthly  installments  of Four  Thousand Nine Hundred Seven and
          43/100  Dollars  ($4,907.43)  commencing  December  1, 2002 and on the
          first day of each monthly period  thereafter until Da4mber 1, 2004, at
          which time the entire  unpaid  principal  balance of this Note  (which
          shall equal Four Hundred Seventy-One Thousand One Hundred Thirteen and
          22/100 Dollars  ($471,113.22)  provided all prior installment payments
          under this Note have been  timely paid by Maker and no Nent of Default
          has  occurred),  together  with all  accrued but unpaid  interest  and
          expenses,  shall  be due and  payable  in  full.  Accrued  but  unpaid
          interest on the  outstanding  principal  balance of this Note shall be
          payable in arrears concurrently with principal payments.

     (b)  After maturity or while there exists any uncured Event of Default,  or
          in the event of acceleration  hereunder or the exercise by the Bank of
          any remain  following any Event of Default  under the Loan  Documents,
          the rate of Interest  shall be  increased to a per annum rate equal to
          the rate as set forth in (a) above  plus  Three  Hundred  (300)  Basis
          Points,  compounded  monthly  until paid or until the Event of Default
          shall have been cured.

     (c)  Maker  may  prepay,  in whole or in part,  the  outstanding  principal
          balance under this Note on any payment date without prepayment premium
          or penalty.


     Maker  shall pay a late charge to the Bank for the  purposes  of  defraying
expense  incidental  to  handling  on any monthly  installment  of interest  and
principal,  or portion thereof not paid within ten (10) days after the date when
frost  due at the  rate of Five  Percent  (5%) of such  overdue  account  with a
minimum  charge of Twenty and No/100  Dollars  ($20.00) and an  additional  late
charge for purposes of defraying the expense incidental to handling on the first
day of each successive  calendar month at the rate of Five Percent (5%) for such
overdue amount with a minimum  charge of Twenty and No/100 Dollars  ($20.00) per
month until any such  installment,  or portion  thereof,  has been paid in full.
Provided, however, nothing contained in this Note shall be construed as a waiver
by the Bank or the holder of this Note of its option to declare a default if any
payment  of any  monthly  installment  of  interest  and  principal,  or portion
thereof,  is not  made-when  due, and the  assessment of a late charge shall not
affect the right of the Bank or the bolder of the Note to  increase  the rate of
interest as herein provided if all amounts are not paid when due.

     All  amounts  payable by Maker to the Bank under this Note shall be without
relief from valuation and  appraisement  laws and with attorney's fees and costs
of  collection.  Interest  shall be  calculated  an the basis of a Three Hundred
Sixty (360) day year, but applied to the actual number of days in each month. If
any payment of principal of or interest on this Note falls due on a day which is
not a Banking Day, the due date shall be extended to the next succeeding Banking
Day and interest shall be payable at the applicable  rate for the period of such
extension.
<PAGE>

     This Note evidences indebtedness incurred under a term loan extended to the
Maker by the Bank pursuant to that certain Credit Agreement dated as of the dale
hereof,  as the same may be amended  from time to time  ("Agreement"),  to which
reference is made for  definitions of  capitalized  terms used but not otherwise
defined  herein,  for the additional  terms and conditions upon which payment of
this Note may be  accelerated  and all amounts  outstanding  hereunder  declared
immediately  due and payable and for the  security  provided  for the payment of
this Note.

     Upon a failure by Maker to pay when due the principal of or interest on the
indebtedness  evidenced  hereby or upon the  occurrence  of an Event of  Default
under any Loan  Documents  which  secure  this Note or any  other  documents  or
agreements  executed by Maker in connection with the  indebtedness  evidenced by
this Note, all of the  indebtedness  evidenced by this Note and remaining unpaid
balances of interest and expenses shall, at the option of the holder and without
demand or notice, become immediately due and payable notwithstanding any term or
condition in any of the Loan  Documents to the  contrary.  This Note pay also be
declared due at the option of the holder hereof prior to its expressed  maturity
at the time,  upon the terms and in the manner  provided in the Loan  Documents.
Failure to exercise any such option  shall not  constitute a waiver of the right
to exercise any such option if the Maker is in default hereunder. Time is of the
essence of this Note and all other obligations of the Maker to the Bank.

     Maker waives demand,  presentment for payment, notice of dishonor,  protest
and notice of  protest,  and  expressly  agrees  that this Note and any  payment
coming  due  under  it may be  extended  from  time to time  without  in any way
affecting  its  liability  hereunder.  This Note  shall be the join and  several
obligation of all makers, sureties, guarantors, and endorsers, if any, and shall
be binding upon diem and their heirs, personal representatives,  successors, and
assigns.  The Bank may renew this Note or reduce the  payments  thereon  and any
such renewal or reduction shall not release Maker or any sureties, guarantors or
endorsers from liability.

     The rights or  remedies  of the holder  hereof as provided in this Note and
the Loan  Documents  shall be  cumulative  and  concurrent,  and may be  pursued
singly, successively, or together.

     Notwithstanding  anything  herein or in the Loan Documents to the contrary,
no  provision  contained  herein and no  provision  contained in any of the Loan
Documents  which purports to obligate Maker to pay any amount of interest or any
fees,  costs or  expenses  which  are in  excess  of the  maximum  permitted  by
applicable law, shall be effective to the extent that it requires the payment of
any interest or other sums in excess of such  maximum.  In the event Maker shall
at any time  following  the date  hereof pay any amount of interest or any fees,
costs or expenses  which are in excess of the maximum  permitted  by  applicable
law,  finch  overpayments  shall be deemed to be loans  from Maker to the holder
hereof;  which loans shall be due and payable by the holder upon demand by Maker
together with interest from the date or dates of such overpayments calculated at
the same rate as Maker is required to pay under this Note,  and the repayment of
such loans by the holder  hereof shall be the sole remedy at law or in equity of
Maker for such overpayments.

     The person  executing this Note for and on behalf of Maker hereby certifies
that he/she is duly  empowered by the Maker and has been duly  authorized by all
necessary  action on the part of Maker  execute and deliver this Note for and on
behalf of the Maker.
<PAGE>

     "LIBOR  Rate" means  either (i) the rate of interest per annum equal to the
rate for deposits in U.S.  Dollars in the approximate  amount of the Loan with a
maturity  approximately equal to three (3) months which appears on Telerate Page
3750,  or, if there is more  than one such  rate,  the  average  of such  rates,
rounded to the next  higher  multiple  of 1/100 of 1%, as of 11:00 a.m.  (London
time) on the Banking Day on which such loan is advanced, or (ii) if no such rate
of interest  appears on Telerate Page 3750,  the rate at which  deposits in U.S.
Dollars are  offered to the Bank by  first-class  banks in the London  interbank
market at  approximately  11:00 a.tn.  (London time) on the Banking Day on which
such rate  determination  is made,  in the  approximate  amount of the remaining
principal  balance  of this Note and having a  maturity  approximately  equal to
three (3) months.  The term "Telerate Page 3750" means the display designated as
"Page 3750" on the Associated  Press-Dow  Jones Telerate  Service (or such other
page as may replace Page 3750 on the Associated Press-Dow Jones Telerate Service
or such other service as may be nominated by the British Bankers' Association as
the  information   vendor  for  the  purpose  of  displaying   British  Bankers'
Association  interest rate settlement  rates for U.S.  Dollars).  Any LIBOR Rate
determined  on the  basis  of the  rate  displayed  on  Telerate  Page  3750  in
accordance with the foregoing  provisions of this subparagraph  shall be subject
to  corrections,  if any,  made in such  rate and  displayed  by the  Associated
Press-Dow  Jones Telerate  Service within one hour of the time when such rate is
first displayed by such service. The LIBOR Rate shall be adjusted as of the fast
Banking Day of each calendar month;  "Basis Points" means  One-Hundredth  of One
Percent (0.01%);  "Banking Day" means a day which is not (a) a Saturday,  Sunday
or legal  holiday on which banking  institutions  in the State of Indiana or the
city in which the office of the Bank is located is authorized to remain  closed,
or (b) a day on which the New York Stock  Exchange  is closed.  For the Bank,  a
"Banking  Day"  ends  at 2:00  P.M.  Eastern  Standard  Time,  and all  business
transacted  after such time on any  particular  day shall be deemed to have been
transacted as of the next Banking Day.

     The Maker, together with any endorser, co-signor,  guarantor surety of this
Note,  if any,  agree  to pay,  and save the  Bank or any  holder  of this  Note
harmless  against;  any  liability  for the  payment of any costs and  expenses,
including  reasonable attorneys fees, arising or incurred in connection with the
enforcement by the Bank or any holder of the Note of any rights under this Note.

     The Maker authorizes the Bank and its affiliates  without notice,  to apply
any balances,  credits, deposits or moneys of the Maker in the Bank's possession
to payment of any of the foregoing as it becomes due and payable to the Bank.

     THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT
AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF INDIANA,  WITHOUT
REGARD TO  PRINCIPLES  OF  CONFLICT  OF LAW.  MAKER  AGREES  THAT ALL ACTIONS OR
PROCEEDINGS  ARISING IN  CONNECTION  WITH THIS NOTE SHALL BE TRIED AND LITIGATED
ONLY IN THE STATE COURTS LOCATED IN THE COUNTY OF MARION,  STATE OF INDIANA,  OR
THE FEDERAL COURTS, WHOSE VFNITR INCLUDE THE COUNTY OF MARION, STATE OF INDIANA.
MAKER  WAIVES,  TO THE EXTENT  PERMITTED  UNDER  APPLICABLE  LAW, THE RIGHT TO A
'TRIAL BY JURY AND ANY RIGHT  MAKER MAY HAVE TO ASSIERT  THE  DOCTRINE OF "FORUM
NON CONVENIENS" OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS PARAGRAPH.


     IN WITNESS  WHEREOF,  Maker has  executed  this Note as of the day and year
first above written. OBSIDIAN LEASING COMPANY, INC.

                                     OBSIDIAN LEASING COMPANY, INC.


                                     By:      /s/ Jeffrey Osler
                                        --------------------------------------
                                        Jeffrey Osler, President

WITNESS:

By:      /s/ Dan Laughner
    -----------------------
         Dan Laughner


<PAGE>


                                 TERM LOAN NOTE

$3,653,883.09                                      Date:  October 31, 2002
                                                   Due:  December 1, 2004
                                                   Indianapolis, Indiana

     FOR  VALUE  RECEIVED,   OBSIDIAN  LEASING  COMPANY,   INC.,  a  Mississippi
corporation (hereinafter referred to as "Maker"),  hereby promises to pay to the
order of OLD NATIONAL BANK, a national banking  association with offices located
at 420 Main  Street,  Evansville,  Indiana  47005  (hereinafter  referred  to as
"Bank"),  in  lawful  money of the  United  States  of  America,  at the  Bank's
principal  offices or at such other  place or to such other  party as the holder
hereof may from time to time designate by written  notice,  the principal sum of
Three Million Six Hundred  Fifty-Three  Thousand Eight Hundred  Eighty-Three and
09/100 Dollars ($3,653,883.09) together with interest as hereinafter provided as
follows:

     (a)  The Maker  shall pay  interest on the  principal  balance of this Note
          outstanding  from time to time at a per annum  rate equal to the LIBOR
          Rate (as  hereinafter  defined) plus Twelve (12) Basis  Points,  which
          rate shall change effective as of the first Banking Day of each month.
          The Maker  shall  repay the  principal  of this Note in equal  monthly
          installments  of Thirty  Thousand Four Hundred  Forty-Nine  and 03/100
          Dollars ($30,449.03)  commencing December 1, 2002 and on the first day
          of each monthly  period  thereafter  until  December 1, 2004, at which
          time the entire unpaid  principal  balance of this Note,  (which shall
          equal Two Million Nine Hundred  Twenty-Three  Thousand One Hundred Six
          and 37/100  ($2,923,106.37)  provided all prior  installment  payments
          under this Note have been timely paid by Maker and no Event of Default
          has  occurred)  together  with all  accrued  but unpaid  interest  and
          expenses,  shall  be due and  payable  in  full.  Accrued  but  unpaid
          interest on the  outstanding  principal  balance of this Note shall be
          payable in arrears concurrently with principal payments.

     (b)  After maturity or while there exists any uncured Event of Default,  or
          in the event of acceleration  hereunder or the exercise by the Bank of
          any remedies  following any Event of Default under the Loan Documents,
          the rate of interest  shall be  increased to a per annum rate equal to
          the rate as set forth in (a) above  plus  Three  Hundred  (300)  Basis
          Points,  compounded  monthly  until paid or until the Event of Default
          shall have been cured.

     (c)  Maker  may  prepay,  in whole or in part,  the  outstanding  principal
          balance under this Note on any payment date without prepayment premium
          or penalty.

     Maker  shall pay a late charge to the Bank for the  purposes  of  defraying
expense  incidental  to  handling  on any monthly  installment  of interest  and
principal or portion thereof,  not paid within ten (10) days after the date when
first due at the rate of Five Percent (5%) of such overdue amount with a minimum
charge of Twenty and No/100 Dollars  ($20.00) and an additional  late charge for
purposes of  defraying  the expense  incidental  to handling on the first day of
each successive calendar month at the rate of Five Percent (5%) for such overdue
amount with a minimum  charge of Twenty and No/100  Dollars  ($20.00)  per month
until any such installment, or portion thereof, has been paid in full. Provided,
however,  nothing  contained  in this Note shall be construed as a waiver by the
Bank or the  holder of this  Note of its  option  to  declare  a default  if any
payment  of any  monthly  installment  of  interest  and  principal,  or portion
thereof,  is not made when due,  and the  assessment  of a late charge shall not
affect the right of the Bank or the holder of the Note to  increase  the rate of
interest as herein provided if all amounts are not paid when due.
<PAGE>

     All  amounts  payable by Maker to the Bank under this Note shall be without
relief from valuation and  appraisement  laws and with attorney's fees and costs
of  collection.  Interest  shall be  calculated  on the basis of a Three Hundred
Sixty (360) day year, but applied to the actual number of days in each month. If
any payment of principal of or interest on this Note falls due on a day which is
not a Banking Day, the due date shall be extended to the next succeeding Banking
Day and interest shall be payable at the applicable  rate for the period of such
extension.

     This Note evidences indebtedness incurred under a term loan extended to the
Maker by the Bank pursuant to that certain Credit Agreement dated as of the date
hereof,  as the same may be amended  from time to time  ("Agreement"),  to which
reference is made for  definitions of  capitalized  terms used but not otherwise
defined  herein,  for the additional  terms and conditions upon which payment of
this Note may be  accelerated  and all amounts  outstanding  hereunder  declared
immediately  due and payable and for the  security  provided  for the payment of
this Note.

     Upon a failure by Maker to pay when due the principal of or interest on the
indebtedness  evidenced  hereby or upon the  occurrence  of an Event of  Default
under any Loan  Documents  which  secure  this Note or any  other  documents  or
agreements  executed by Maker in connection with the  indebtedness  evidenced by
this Note, all of the  indebtedness  evidenced by this Note and remaining unpaid
balances of interest and expenses shall, at the option of the holder and without
demand or notice, become immediately due and payable notwithstanding any term or
condition in any of the Loan  Documents to the  contrary.  This Note may also be
declared due at the option of the holder hereof prior to its expressed  maturity
at the time,  upon the terms and in the manner  provided in the Loan  Documents.
Failure to exercise any such option  shall not  constitute a waiver of the right
to exercise any such option if the Maker is in default hereunder. Time is of the
essence of this Note and all other obligations of the Maker to the Bank.

     Maker waives demand,  presentment for payment, notice of dishonor,  protest
and notice of  protest,  and  expressly  agrees  that this Note and any  payment
coming  due  under  it may be  extended  from  time to time  without  in any way
affecting  its  liability  hereunder.  This Note shall be the joint and  several
obligation of all makers, sureties, guarantors, and endorsers, if any, and shall
be binding upon them and their heirs, personal representatives,  successors, and
assigns.  The Bank may renew this Note or reduce the  payments  thereon  and any
such renewal or reduction shall not release Maker or any sureties, guarantors or
endorsers from liability.

     The rights or  remedies  of the holder  hereof as provided in this Note and
the Loan  Documents  shall be  cumulative  and  concurrent,  and may be  pursued
singly, successively, or together.

     Notwithstanding  anything  herein or in the Loan Documents to the contrary,
no  provision  contained  herein and no  provision  contained in any of the Loan
Documents  which purports to obligate Maker to pay any amount of interest or any
fees,  costs or  expenses  which  are in  excess  of the  maximum  permitted  by
applicable law, shall be effective to the extent that it requires the payment of
any interest or other sums in excess of such  maximum.  In the event Maker shall
at any time  following  the date  hereof pay any amount of interest or any fees,
costs or expenses  which are in excess of the maximum  permitted  by  applicable
law,  such  overpayments  shall be deemed to be loans  from  Maker to the holder
hereof,  which loans shall be due and payable by the holder upon demand by Maker
together with interest from the date or dates of such overpayments calculated at
the same rate as Maker is required to pay under this Notes, and the repayment of
such loans by the holder  hereof shall be the sole remedy at law or in equity of
Maker for such overpayments.
<PAGE>

     The person  executing this Note for and on behalf of Maker hereby certifies
that he/she is duly  empowered by the Maker and has been duly  authorized by all
necessary  action on the part of Maker to execute and deliver  this Note for and
on behalf of the Maker.

     "LIBOR  Rate" means  either (i) the rate of interest per annum equal to the
rate for deposits in U.S.  Dollars in the approximate  amount of the Loan with a
maturity  approximately equal to three (3) months which appears on Telerate Page
3750,  or, if there is more  than one such  rate,  the  average  of such  rates,
rounded to the next  higher  multiple  of 1/100 of 1% as of 11:00  a.m.  (London
time) on the Banking Day on which such loan is advanced, or (ii) if no such rate
of interest  appears on Telerate Page 3750,  the rate at which  deposits in U.S.
Dollars are  offered to the Bank by  first-class  banks in the London  interbank
market at  approximately  11:00 a.m.  (London time) on the Banking Date on which
such rate  determination  is made,  in the  approximate  amount of the remaining
principal  balance  of this Note and having a  maturity  approximately  equal to
three (3) months.  The term "Telerate Page 3750" means the display designated as
"Page 3750" on the Associated  Press-Dow  Jones Telerate  Service (or such other
page as may replace Page 3750 on the Associated Press-Dow Jones Telerate Service
or such other service as may be nominated by the British Bankers' Association as
the  information   vendor  for  the  purpose  of  displaying   British  Bankers'
Association  interest rate settlement  rates for U.S.  Dollars).  Any LIBOR Rate
determined  on the  basis  of the  rate  displayed  on  Telerate  Page  3750  in
accordance with the foregoing  provisions of this subparagraph  shall be subject
to  corrections,  if any,  made in such  rate and  displayed  by the  Associated
Press-Dow  Jones Telerate  Service within one hour of the time when such rate is
first  displayed  by such  service.  The LIBOR Rate shall be  adjusted as of the
first Banking Day of each calendar month;  "Basis Points" means One-Hundredth of
One  Percent  (0.01%);  "Banking  Day" means a day which is not (a) a  Saturday,
Sunday or legal holiday on which banking institutions in the State of Indiana or
the city in which the  office of the Bank is  located  is  authorized  to remain
closed,  or (b) a day on which the New York Stock  Exchange  is closed.  For the
Bank, a "Banking Day" ends at 2:00 P.M.  Eastern Standard Time, and all business
transacted  after such time on any  particular  day shall be deemed to have been
transacted as of the next Banking Day.

     The Maker,  together with any endorser,  co-signor,  guarantor or surety of
this Note,  if any,  agree to pay,  and save the Bank or any holder of this Note
harmless  against,  any  liability  for the  payment of any costs and  expenses,
including  reasonable attorneys fees, arising or incurred in connection with the
enforcement by the Bank or any holder of the Note of any rights under this Note.

     The Maker authorizes the Bank and its affiliates  without notice,  to apply
any balances,  credits, deposits or moneys of the Maker in the Bank's possession
to payment of any of the foregoing as it becomes due and payable to the Bank.

     THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION AND ENFORCEMENT
AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,  GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF INDIANA,  WITHOUT
REGARD TO  PRINCIPLES  OF  CONFLICT  OF LAW.  MAKER  AGREES  THAT ALL ACTIONS OR
PROCEEDINGS  ARISING IN  CONNECTION  WITH THIS NOTE SHALL BE TRIED AND LITIGATED
ONLY IN THE STATE COURTS LOCATED IN THE COUNTY OF MARION,  STATE OF INDIANA,  OR
THE FEDERAL COURTS,  WHOSE VENUE INCLUDE THE COUNTY OF MARION, STATE OF INDIANA.
MAKER WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL
BY JURY AND ANY RIGHT  MAKER  MAY HAVE TO  ASSERT  THE  DOCTRINE  OF "FORUM  NON
CONVENIENS"  OR TO OBJECT TO VENUE TO THE  EXTENT ANY  PROCEEDING  IS BROUGHT IN
ACCORDANCE WITH THIS PARAGRAPH.

     IN WITNESS  WHEREOF,  Maker has  executed  this Note as of the day and year
first above written.


                                 OBSIDIAN LEASING COMPANY, INC.


                                 By:/s/ Jeffrey Osler
                                    ---------------------------
                                     Jeffrey Osler, President


         WITNESS:


         By: /s/ Dan Laughner
            ---------------------
               Dan Laughner