Exhibit 10.64

SECOND AMENDED PROMISSORY NOTE (Line of Credit)

THIS AMENDED PROMISSORY NOTE AMENDS A CERTAIN NOTE DATED APRIL 10, 2002 in
order to extend the Final Maturity Date to April 10, 2007 and increase the
principal balance to $500,000.

|$500,000.00
Indianapolis, Indiana
Dated:  August 31, 2003
Final Maturity Date:  April 10, 2007
|----------------------------------------------------------------------------------------------

On or before April 10, 2007
(Final Maturity), OBSIDIAN LEASING COMPANY, INC., a Mississippi
corporation (the Maker) promises to pay to the order of FAIR
HOLDINGS, INC., an Ohio corporation, (the Lender) at his principal
office at 815 East Market St., Akron, OH, the principal sum of FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($500,000.00) or so much of the principal amount of
the Loan represented by this Note as may be disbursed by the Lender under the
terms described below, and to pay interest on the unpaid principal balance
outstanding from time to time as provided herein.

This Note evidences indebtedness
(the Loan) incurred or to be incurred by the Maker under a revolving
line of credit extended to the Maker by the Lender as provided herein. The
proceeds off the Loan may be advanced, repaid and re-advanced until Final
Maturity Date. The principal amount off the Loan outstanding from time to time
shall be determined by reference to the books and records off the Lender and all
payments by the Maker on account of the Loan shall be recorded. Such books and
records shall be deemed prima facia to be correct as to such matters. From this
date and until the Final Maturity, Lender agrees to make advances from time to
time to the Maker of amounts not exceeding in the aggregate at any time
outstanding the amount of Five Hundred Thousand no/100 Dollars ($500,000.00),
provided that all of the conditions of lending stated herein have been fulfilled
at the time of each advance and no default exists.

Each of the following shall
constitute an Event of Default under this Note:

| | (a) | Nonpayment of Loan:  Default in the payment when due of any amount
payable under the terms of this Note, or otherwise payable to the Lender or any
holder of this Note under the terms of this Note;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Bankruptcy, Insolvency, etc.:  Maker admitting in writing the
inability to pay his debts as they mature or an administrative or judicial order
or determination of insolvency being entered against Maker; or Maker making a
general assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee or receiver being appointed for
Maker or a substantial part of his property and not being discharged within 60
days; or any bankruptcy, reorganization, debt arrangement, or other proceeding
under the bankruptcy or insolvency law, or any dissolution or liquidation
proceeding being instituted by or against Maker.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Interest on the unpaid principal balance of the Loan outstanding from time to
time prior to Final Maturity will accrue at a per annum rate equal to ten
percent (10%). Interest shall be calculated for an entire year, with the entire
amount of such interest accruing during a year to be paid over nine (9) monthly
payments on the first day of each month March through November. While no
interest payments will be due during the months December, January and February,
the interest shall continue to accrue during such months and be payable during
the following nine month period as described above. Interest will be calculated
on the basis that an entire years interest is earned in 360
days.

Upon an Event of Default,
including failure to pay upon Final Maturity, Lender at his option may also, if
permitted under applicable law, do one or both of the following: (a) increase
the applicable interest rate on this Note two percent (2%) and (b) add any
unpaid accrued interest to the principal and such sum will bear interest thereon
until paid at the rate provided in this Note. The interest rate will not exceed
the maximum rate permitted by applicable law.

The entire outstanding principal
balance of this Note shall be due and payable, together with accrued interest,
at Final Maturity. Principal may be prepaid at anytime without
penalty.

If any installment of interest
due under the terms of this Note is not paid when due, then the Lender or any
subsequent holder of this Note may, at its option and without notice, declare
the entire principal, amount of the Note and all accrued interest immediately
due and payable.

If payment is 10 days or more
late, Maker will be charged 5% of the regularly scheduled payment. Each late
payment fee assessed shall be due and payable on the earlier of the next
regularly scheduled interest payment date or the maturity of this Note. Waiver
by the Lender of any late payment fee assessed, or the failure of the Lender in
any instance to assess a late payment fee shall not be construed as a waiver by
the Lender of its right to assess late payment fees thereafter.

Unless otherwise agreed to, in
writing, or otherwise required by applicable law, payments will be applied first
to accrued, unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs, late charges and other charges, provided, however, upon
delinquency or other default, Lender reserves the right to apply payment among
principal, interest, late charges, collection costs and other charges at its
discretion. All prepayments shall be applied to the indebtedness owing
hereunder in such order and manner as Lender may from time to time determine in
his sole discretion.

The Maker and any endorsers
severally waive demand, presentment for payment and notice of nonpayment of this
Note, and each of them consents to any renewals or extensions of the time of
payment of this Note without notice.

All amounts payable under the
terms of this Note shall be payable with expenses of collection, including
attorneys fees, and without relief from valuation and appraisement
laws.

This Note is made under and will
be governed in all cases by the substantive laws of the State of Indiana
notwithstanding the fact that Indiana conflicts of law rules might otherwise
require the substantive rules of law of another jurisdiction to
apply.

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THE MAKER AND LENDER (BY
ACCEPTANCE OF THIS NOTE) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTCIPATE IN RESOLVING ANY
DISPUTE (WHETHER BASED UPON A CONTRACT, TORT OR OTHERWISE) BETWEEN MAKER AND
LENDER ARISING OUT OF OR ANY WAY RELATED TO THIS NOTE OR ANY RELATIONSHIP
BETWEEN LENDER AND MAKER. THIS PROVISION IS A MATERIAL INDUCMENT TO LENDER TO
PROVIDE THE FINANCING DESCRIBED HEREIN.

| | "MAKER"
OBSIDIAN LEASING COMPANY, INC.By:  /s/  Jeffrey Osler
Jeffrey Osler, President | 
| | -------------------------------------------------------------------------------------- | 

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