Exhibit 10.5

                                CREDIT AGREEMENT

                     THIS CREDIT AGREEMENT is executed as of the 29th day of
            December, 2000 ("Closing Date"), between USRR ACQUISITION CORP., an
            Indiana corporation (the "Company"), and BANK ONE, INDIANA, NATIONAL
            ASSOCIATION, a national banking association with its principal
            office in Indianapolis, Indiana (the "Bank").

                                    ARTICLE I

                               Definition of Terms

     Section 1.01.  Accounting  Terms/Financial  Statements.  All accounting and
financial  terms used in this  Agreement  are used with the meanings  such terms
would be given in accordance with GAAP, except as may be otherwise  specifically
provided in this Agreement.

     Section 1.02. Definitions.  The following terms have the meanings indicated
when used in this Agreement with the initial letter capitalized:

     "Acquisition"  means the  acquisition  by the Company of all of the capital
     stock  of U.S.  Rubber  Reclaiming,  Inc.,  an  Indiana  corporation,  from
     SerVaas, Inc. and the merger of U.S. Rubber Reclaiming,  Inc. with and into
     the Company, with the Company as the surviving corporation, as contemplated
     by the Acquisition Documents.

     "Acquisition  Documents"  means all documents,  instruments  and agreements
     evidencing and entered into in connection with the Acquisition.

     "Advance"  means a disbursement  of proceeds  against the Revolving Loan or
     the Equipment Loan.

     "Affiliate" means, with respect to any Person, any officer,  shareholder or
     director  of such  Person  and any  Person or group  acting in  concert  in
     respect of the Person in question that, directly or indirectly, controls or
     is controlled by or is under common control with such Person.

     "Agreement" means this Credit Agreement, as amended, modified, supplemented
     andlor restated from time to time and at any time.

     "Applicable   Spread"  means  (a)  with  respect  to  the  Revolving  Loan,
     three-quarters  of one percent  (.75%) per annum;  and (b) with  respect to
     Term Loan I, Term Loan II, and the  Equipment  Loan,  one percent  (1%) per
     annum.

     "Application for Advance" means a written  application of the Company for a
     disbursement   of  proceeds  of  the  Revolving   Loan  or  Equipment  Loan
     substantially in the form of Exhibit "A" attached hereto.

     "Authorized  Officer" means the Chief Executive  Officer,  the President or
     Chief Financial Officer of the Company.

     "Bank"  has the  meaning  ascribed  to such  term in the  preamble  to this
     Agreement.

     "Bank Debt" has the meaning  ascribed to such term in Section  8.10 of this
     Agreement.

     "Banking Day" means a day on which the principal offices of the Bank in the
     City of  Indianapolis,  Indiana,  are open for the  purpose  of  conducting
     substantially all of the Bank's business activities.

     "BOC" means BANK ONE  CORPORATION  and all of its  Subsidiaries  (including
     Bank), affiliates and divisions.

     "Borrowing  Base" means,  at any date a  determination  thereof is made, an
     amount equal to the sum of: (a) eighty  percent  (80%) of the book value of
     the Eligible Accounts; and (b) fifty percent (50%) of the book value of the
     Eligible Inventory.

     "Borrowing Base  Certificate"  means the certificate in the form of Exhibit
     "B" hereto which is required to be delivered to the Bank in accordance with
     Section 5.0 1(b)(7) hereof.

     "Capital Contribution  Agreement" means a capital contribution agreement in
     form and substance as Exhibit "C" attached to this  Agreement,  between OCP
     and the Bank,  as the same may be amended,  modified,  supplemented  and/or
     restated from time to time and at any time.

     "Capital  Lease" means,  at any time, any lease of property  (whether real,
     personal  or  mixed)   with   respect  to  which  the  lessee  is  required
     concurrently to recognize the acquisition of an asset and the incurrence of
     a liability in accordance with GAAP.

     "Change of Control of Company" means OCP shall cease to own Voting Stock of
     the  Company,  including  securities  that are freely and without  material
     conditions  convertible  into  or  exchangeable  for  Voting  Stock  of the
     Company,  in an aggregate  amount  representing  51% of the total aggregate
     voting power of all classes of the Voting Stock of the Company,  calculated
     on  a  fully  diluted  basis,  including  securities  convertible  into  or
     exchangeable for Voting Stock of the Company.

     "Change of Control  of OCP"  means 0CC shall  cease to be the sole  general
     partner of OCP.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral"  has the meaning  ascribed to such term in Section 4.0 1(a) of
     this Agreement.

     "Company's Auditors" means Birk, Gross, Bell & Coulter, P.C., or such other
     independent  certified  public  accounting  firm in the United States as is
     acceptable to the Bank.

     "Conversion  Date" has the meaning ascribed to such term in Section 2.04(a)
     of this Agreement.

     "Debt"  means,  with  reference  to any  Person,  as of any  date,  without
     duplication:  (a) all  indebtedness,  liabilities  and  obligations of such
     Person for  borrowed  money and its  redemption  obligations  in respect of
     mandatorily  redeemable  preferred stock; (b) obligations of such Person to
     pay the deferred  purchase or  acquisition  price of property  (tangible or
     intangible,  real or  personal)  or  services,  other than  trade  accounts
     payable (if not for borrowed money) arising, and accrued expenses incurred,
     in the ordinary  course of  business;  (c) all  obligations  of such Person
     appearing as a liability on its balance  sheet in  accordance  with GAAP in
     respect  of  Capital  Leases;   (d)  all   obligations,   indebtedness  and
     liabilities  which are  secured  by any Lien on any  asset of such  Person,
     whether or not the obligation,  indebtedness  or liability  secured thereby
     shall have been  assumed by such Person (e) all  obligations  for  Interest
     Rate Agreements of such Person;  and (f) all obligations,  indebtedness and
     liabilities  of others  similar in character to those  described in clauses
     (a)  through  (e) of this  definition  for which  such  Person  is  liable,
     contingently or otherwise, as obligor,  guarantor or in any other capacity,
     or in respect of which obligations. indebtedness or liabilities such Person
     assures a creditor against loss or agrees to take any action to prevent any
     such loss (other than endorsements of negotiable instruments for collection
     in the ordinary  course of  business),  including  without  limitation  all
     reimbursement  obligations  of such Person in respect of letters of credit,
     surety bonds or similar  obligations  and all obligations of such Person to
     advance funds to, or to purchase  assets,  property or services  from,  any
     other  Person in order to maintain  the  financial  condition of such other
     Person.  Debt of any Person shall include all obligations of such Person of
     the character described in clauses (a) through (f) above to the extent such
     Person remains legally liable in respect thereof  notwithstanding  that any
     such obligation is deemed to be extinguished under GAAP.

     "EBITDA"  means,  for any fiscal period of the Company,  the Net Income for
     such period (minus or plus, to the extent included in the  determination of
     such  Net  Income,  any  gain or loss  (i)  which  must  be  treated  as an
     extraordinary  item  under  GAAP or (ii)  realized  upon  the sale or other
     disposition  of any  real  property  or  equipment  that is not sold in the
     ordinary course of business), plus (a) (without duplication and only to the
     extent  deducted in  determining  such Net Income and all as  determined in
     accordance with GAAP), the sum of (1) Interest (excluding Interest which is
     capitalized  and added to principal),  (2) federal,  state and local income
     tax  expense  (excluding  deferred  income  taxes),  (3)  depreciation  and
     amortization;  and (4)  management  fees (and the like) paid by the Company
     during such period;  and (b) capital  contributions  to the Company made by
     OCP  pursuant  to a  Request  (as  such  term  is  defined  in the  Capital
     Contribution  Agreement)  that under the terms of the Capital  Contribution
     Agreement are deemed to have been made during such fiscal period.

     "Eligible  Accounts"  means, at any date a  determination  thereof is to be
     made, those  outstanding  accounts  receivable of the Company for which the
     Company shall have furnished to the Bank information  adequate for purposes
     of identification at times and in form and substance as may be requested by
     the Bank; provided however, that an account receivable shall not constitute
     an  Eligible  Account if it: (a) remains  unpaid  sixty (60) days after the
     original due date for its payment stated on the applicable invoice;  (b) is
     an account  receivable with respect to which the account  receivable debtor
     is the subject of a bankruptcy or similar insolvency proceeding or has made
     an  assignment  for the  benefit of  creditors  or whose  assets  have been
     conveyed  to a  receiver  or  trustee  or who is no longer  conducting  its
     customary  business,  except and to the extent the Bank otherwise agrees in
     writing;  (c) is an account  receivable which is not invoiced (and dated as
     of the date of such  invoice)  and sent to the  account  receivable  debtor
     within the ordinary course of the business of the Company and in accordance
     with customary billing practices after delivery of the underlying goods to,
     or  performance  of the  underlying  services for, the accounts  receivable
     debtor;  (d) is an account  receivable  arising with respect to goods which
     have not been shipped or arising  with  respect to services  which have not
     been fully  performed;  (e) is an account  receivable with respect to which
     the account receivable debtor's obligation to pay the account receivable is
     conditional upon the account  receivable  debtor's approval or is otherwise
     subject to any repurchase obligation or return right, as with sales made on
     a  bill-and-hold,  guaranteed  sale,  sale-and-return,  sale on approval or
     consignment  basis; (f) is an account receivable in which the Bank does not
     have a first  priority,  perfected  security  interest;  (g) is an  account
     receivable  due from any  Affiliate  of the  Company or which is due solely
     from an  accounts  receivable  debtor  which  is a  United  States  federal
     governmental entity or agency,  except and to the extent the Bank otherwise
     agrees in writing;  or (h) is an account  receivable  evidenced  by chattel
     paper or an  instrument  (as  defined in Article 9 of the  Indiana  Uniform
     Commercial  Code) not in the  possession of the Bank. At any time more than
     twenty-five  percent (25%) of the aggregate  amount of accounts  receivable
     due from an accounts  receivable  debtor remain unpaid more than sixty (60)
     days after the date(s) due as stated on the original invoice(s)  evidencing
     such accounts receivable,  then no accounts receivable due the Company from
     that  accounts  receivable  debtor shall  constitute  an Eligible  Account.
     Further,  to the extent that an Eligible Account is subject to any set-off,
     offset,  credit or other  reduction  right held by the  account  receivable
     debtor,  then for purposes of determining  the Borrowing Base the amount of
     such  Eligible  Account  shall be reduced  by the sum of all such  offsets,
     credits and reductions.

     "Eligible  Inventory"  means, at any date a determination  thereof is to be
     made, the Company's raw material inventory and finished goods inventory but
     excluding all such  inventory:  (a) held by a third party on consignment or
     subject to any repurchase  option or  arrangement or return right,  as with
     sales made on  bill-and-hold,  guaranteed  sale,  sale-and-return,  sale on
     approval or  consignment  basis;  (b) raw material  inventory  and finished
     goods  inventory  in  transit,  shipped  and  otherwise  not on site at the
     business  premises of the Company;  (c) SerVaas  Inventory that has not yet
     been  purchased  and paid for by the Company  under the  SerVaas  Inventory
     Agreement.

     "Environmental   Laws"  means  all  federal,   state  and  local  laws  and
     implementing  regulations,  now or hereafter  effective  during the term of
     this  Agreement,  relating to pollution or protection  of the  environment,
     including  laws  or  regulations  relating  to  or  permitting   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 to the  manufacture,  processing,  distribution,
     use, treatment,  storage,  disposal,  transport, or handling of pollutants,
     contaminants,  chemicals,  industrial wastes, or hazardous substances. Such
     laws  shall  include,   but  not  be  limited  to:  (a)  the  Comprehensive
     Environmental  Response,  Compensation  and Liability  Act, as amended,  42
     U.S.C.ss.9601  e seq.; (b) the Resource  Conservation  and Recovery Act, as
     amended,  42  U.S.C.ss.6901  et seq.,  including  the  statutes  regulating
     underground storage tanks, 42 U.S.C. 6991-6991h;  (c) the Clean Air Act, as
     amended,  42  U.S.C.  7401 et seq.;  and (d) the  Federal  Water  Pollution
     Control Act, as amended,  33 U.S.C.ss.1251  et seq.,  including the statute
     regulating  the  National  Pollutant   Discharge   Elimination  System,  33
     U.S.C.ss.1342.

     "Equipment  Loan" has the meaning  ascribed to such term in Section 2.04 of
     this Agreement.

     "Equipment  Loan Maturity Date" means the earlier of (a) November 30, 2006,
     or (b) the date on which the Bank  accelerates  the  maturity of  Equipment
     Loan in accordance with Section 7.02 of this Agreement.

     "Equipment  Note" has the meaning  ascribed to such term in Section 2.04(b)
     of this Agreement.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended.

     "Event of Default"  means any of the events  described  in Section  7.01 of
     this Agreement.  "Fixed Charge Coverage Ratio" means, for any fiscal period
     of the  Company,  the ratio which  results  from  dividing  EBITDA for such
     period by the Fixed Charges for such period.

     "Fixed Charges" means, for any fiscal period of the Company, the sum of the
     following  (without  duplication):  (a) the principal amount of the Debt of
     the Company,  determined in accordance with GAAP,  which was payable during
     such period;  (b) the amount of Interest for which the Company,  determined
     in  accordance  with GAAP,  is liable and which was paid or payable  during
     such  period;  (c) federal,  state and local  income  taxes  payable by the
     Company,  determined  in  accordance  with GAAP,  which was paid or payable
     during  such  period;  (d) cash  capital  expenditures  during  such period
     (provided  that,  for purposes of  determining  Fixed Charges during fiscal
     year 2001,  the  Company's  cash capital  expenditures  during the relevant
     fiscal  period shall be deemed to be the greater (i)  $75,000.00  times the
     number of fiscal quarters that have elapsed during such period, or (ii) the
     Company's actual cash capital  expenditures during such period,  divided by
     four,  and  multiplied  by the number of fiscal  quarters that have elapsed
     during  such  period;   (e)  cash  dividends  and   distributions   to  the
     stockholders  of the  Company  paid or accrued  during such period with the
     prior  consent  of the Bank;  and (f)  management  fees (and the like) paid
     during such period.

     "Financial  Statements"  includes,  but is not limited to, balance  sheets,
     profit  and  loss  statements,  and  cash  flow  statements,   prepared  in
     accordance with GAAP.

     "GAAP" means generally accepted accounting  principles in the United States
     of America as in effect from time to time, which shall include the official
     interpretations  thereof  by  the  Financial  Accounting  Standards  Board,
     consistently applied (from and after the date hereof) and for the period as
     to which  such  accounting  principles  are to apply.  Except as  otherwise
     provided in this Agreement, to the extent applicable,  all computations and
     determinations  as to  accounting  or financial  matters and all  Financial
     Statements  to be delivered  pursuant to this  Agreement  shall be made and
     prepared in accordance  with GAAP  (including  principles of  consolidation
     where  appropriate),  and,  to the extent  applicable,  all  accounting  or
     financial terms shall have the meanings ascribed to such terms by GAAP.

     "Hazardous  Substance" means any hazardous or toxic substance  regulated by
     any  Environmental  Laws,  including  but not limited to the  Comprehensive
     Environmental  Response,   Compensation  and  Liability  Act  the  Resource
     Conservation  and Recovery Act and the Toxic  Substance  Control Act, or by
     any federal,  state or local governmental agencies having jurisdiction over
     the control of any such  substance  including but not limited to the United
     States Environmental Protection Agency.

     "Highest  Lawful  Rate"  means the maximum  rate of  interest  which may be
     charged the Company by the Bank under applicable state or federal usury law
     or  regulation  or any  other  law or  regulation,  however  characterized,
     limiting the rate of interest which may be charged to corporations.

     "Informal  Request"  has the  meaning  ascribed to such term in Section 2.0
     1(b) of this Agreement.

     "Intangible  Assets" means  amortizable  loan costs,  business  acquisition
     costs, license agreements,  trademarks,  trade names, patents,  capitalized
     research  and  development,  proprietary  products  (the  results  of  past
     research  and  development  treated as long term assets and  excluded  from
     inventory),  goodwill  and all other assets  which would be  classified  as
     intangible  assets (all  determined in accordance  with generally  accepted
     accounting principles consistently applied).

     "Interest"  means,  for any fiscal  period and for any  Person,  the amount
     equal to the sum of (a) the gross interest  expense of such Person for that
     period plus, (b) capitalized  interest on any Debt of such Person,  in each
     case determined in accordance with GAAP.

     "Intercreditor  Agreement"  means an  intercreditor  agreement  in form and
     substance as Exhibit "E" attached to this Agreement,  between SerVaas, Inc.
     and the Bank, and consented to by the Company,  as the same may be amended,
     modified, supplemented and/or restated from time to time.

     "Interest  Rate  Agreement"  means any  interest  rate  hedging  agreement,
     interest  rate  swap  agreement,  interest  rate  cap  agreement,  or other
     interest rate protection  agreement or arrangement  designed to protect the
     Company  against  fluctuations  in  interest  rates.  (The  amount  of  the
     obligation under any Interest Rate Agreement shall be the amount determined
     in respect  thereof as of the end of the most recently ended fiscal quarter
     of such Person,  based on the assumption  that such Interest Rate Agreement
     had  terminated  at the end of such  fiscal  quarter,  and in  making  such
     determination,  if any agreement  relating to such Interest Rate  Agreement
     provides  for  the  netting  of  amounts  payable  by  and to  such  Person
     thereunder of if any such agreement  provides for the simultaneous  payment
     of amounts  by and to such  Person,  then in each such case,  the amount of
     such obligation shall be the net amount so determined.)

     "Investment" means any investment, in cash or by delivery of property, made
     directly or  indirectly  in any other  Person,  whether by  acquisition  of
     shares of capital  stock,  Debt or other  obligations  or  securities or by
     loan, advance, capital contribution or otherwise.

     "Lien"  means  any  mortgage,  security  interest,  pledge,  hypothecation,
     assignment, deposit arrangement, encumbrance, lien (statutory or otherwise)
     or other  security  interest  or  preferential  arrangement  of any kind or
     nature whatsoever (including,  without limitation,  any conditional sale or
     other title  retention  agreement,  any  financing or similar  statement or
     notice  filed  under  the  Uniform  Commercial  Code  as in  effect  in any
     jurisdiction,  or any other similar  recording or notice  statute,  and any
     lease having substantially the same effect as the foregoing,  but excluding
     any  equipment  operating  leases  and any  precautionary  filings  related
     thereto).

     "Loan  Documents"  means,  collectively,  this  Agreement,  the Notes,  the
     Mortgage, the Security Agreement,  the Capital Contribution Agreement,  the
     SerVaas Subordination  Agreement and all other instruments,  agreements and
     documents  executed and  delivered or to be delivered by the Company or any
     guarantor  pursuant  to or by  virtue  of this  Agreement,  and any and all
     Interest Rate Agreements  which at any time from and after the Closing Date
     may be made between the Company and the Bank,  as each of the foregoing may
     be amended, modified, extended, renewed,  supplemented and/or restated from
     time to time and at any time, and when used in the singular form, means any
     of the Loan Documents, as the context requires.

     "Loans" means, collectively,  the Revolving Loan, Term Loan I, Term Loan II
     and the Equipment Loan.

     "Loss"  has the  meaning  ascribed  to such  term in  Section  8.11 of this
     Agreement.

     "Materially Adverse Effect" means any event, circumstance or condition that
     could reasonably be expected to have a materially adverse effect on (a) the
     business, operations,  financial condition,  properties or prospects of the
     Company and its Subsidiaries,  considered on a consolidated  basis, (b) the
     ability of the Company or any guarantor to pay or perform the  Obligations,
     (c) the validity or  enforceability  of any of the Loan  Documents,  or any
     material provision thereof or any transaction  contemplated thereby, or (d)
     the rights and remedies of the Bank under any of the Loan Documents.

     "Maturity  Date" means the earlier of (i) the Scheduled  Maturity  Date, or
     (ii) that date upon which the Bank accelerates  payment of any of the Loans
     in accordance with Section 7.02 of this Agreement.

     "Maximum  Availability" means, as of the date any determination  thereof is
     to be made, the lesser of (i) the sum of $3,000,000.00,  or (ii) the amount
     of the Borrowing Base of such date.

     "Mortgage" shall mean a Deed of Trust, Security Agreement and Assignment of
     Leases and Rents  executed by the Company in favor of the Bank, as the same
     may be amended,  modified,  supplemented  and/or restated from time to time
     and at any time.

     "Net  Income"  means,  for any  period,  the  net  income  of the  Company,
     determined for such period in accordance with GAAP.

     "Net Worth" means, as of the date any determination  thereof is to be made,
     the net worth of the Company as of such date, determined in accordance with
     GAAP.

     "Notes" means, collectively,  the Revolving Note, Term Note I, Term Note II
     and the Equipment Note.

     "Obligations"  means all present and future  indebtedness,  obligations and
     liabilities, and all renewals and extensions thereof, now or hereafter owed
     to the Bank by the Company, whether arising under, by virtue of or pursuant
     to any of this Agreement, the Notes, any other Loan Documents, or otherwise
     (including   without   limiting  the  generality  of  the  foregoing,   all
     indebtedness, obligations and liabilities hereafter arising by virtue of or
     in  connection  with any  extensions  of credit by the Bank to the  Company
     unrelated to and not made under this  Agreement),  together with all costs,
     expenses  and  reasonable  attorneys'  fees  incurred  by the  Bank  in the
     enforcement or collection thereof,  whether such indebtedness,  obligations
     and  liabilities  are  direct,  indirect,  fixed,  contingent,  liquidated,
     unliquidated,  joint,  several,  joint and several,  now exist or hereafter
     arise, or were prior to acquisition  thereof by the Bank owed to some other
     Person.

     "0CC" means Obsidian  Capital  Company,  LLC, an Indiana limited  liability
     company.

     "OCP"  means  Obsidian   Capital   Partners,   L.P.,  a  Delaware   limited
     partnership.

     "Officer's  Certificate"  means a  certificate  in form  and  substance  as
     Exhibit "F" attached hereto,  or in such other form as the Bank may request
     from time to time, signed by an Authorized  Officer  confirming that all of
     the  representations  and warranties  contained in Section 3.01 (other than
     Section  3.01(d)) of this  Agreement are true and correct as of the date of
     such  certificate   except  as  specified  therein  and  with  the  further
     exceptions  that all other  representations  will be construed to have been
     amended  to  conform  with any  changes  of which the  Company  shall  have
     previously  given the Bank notice in  writing.  The  Officer's  Certificate
     shall further confirm that the most current Financial  Statements  provided
     by the  Company to the Bank were  prepared  in  accordance  with GAAP,  and
     present  fairly  the  financial  position  of the  Company  as of the dates
     thereof  and the results of the  operations  of the Company for the periods
     covered,  and that since the date of the most current Financial  Statements
     provided  by the Company to the Bank there has been no  materially  adverse
     change in the  financial  position  of the Company or in the results of its
     operations.  The Officer's  Certificate shall further confirm that no Event
     of  Default  or  Unmatured  Event of Default  shall  have  occurred  and be
     continuing as of the date of the Officer's  Certificate  or shall  describe
     any such event which shall have  occurred  and be then  continuing  and the
     steps being taken by the Company to correct it. In addition,  the Officer's
     Certificate  shall  demonstrate  compliance  with the  financial  covenants
     stated in Section 5.01(g), as applicable.  Such Officer's Certificate shall
     relate  the  covenants  to the  quarter  end  figures  shown in the  latest
     quarterly Financial  Statements  furnished to the Bank, and shall otherwise
     be in such form and provide such detail as may be  reasonably  satisfactory
     to the Bank.

     "Person"  means  an  individual,  a  corporation,   a  limited  or  general
     partnership,  a limited  liability  company,  a joint  venture,  a trust or
     unincorporated  organization,  a  joint  stock  company  or  other  similar
     organization,  a government or any political  subdivision thereof, a court,
     or any other legal entity,  whether acting in an  individual,  fiduciary or
     other capacity.

     "Plan" means an employee pension benefit plan as defined in ERISA.

     "Prime-based  Rate"  means a  variable  rate per  annum  at which  interest
     accrues on all or a portion of the Loans under the terms of this Agreement,
     equal at all times to the Prime Rate, as in effect from time to time,  plus
     the Applicable Spread.

     "Prime  Rate"  means a rate per annum  equal to the prime rate of  interest
     announced  from  time to  time by the  Bank  or its  parent  (which  is not
     necessarily the lowest rate charged to any customer),  changing when and as
     said prime rate changes.

     "Provident Loan Agreement" means that certain Loan Agreement dated November
     20, 2000, between OCP and The Provident Bank.

     "Provident   Pledge   Agreement"   means  that  certain  Pledge   Agreement
     (Subscription  Agreement)  dated  November  20,2000,  between  OCP  and the
     Provident Bank.

     "Ratio of Total Funded Debt to EBITDA" means,  for any fiscal period of the
     Company, the ratio of Total Funded Debt of the Company at the close of that
     period to EBITDA of the Company for that period, computed and determined in
     accordance with GAAP;  provided that, for purposes of calculating the Ratio
     of Total  Funded Debt to EBITDA of the Company as of the end of each fiscal
     quarter  ending after  December  31, 2000,  and prior to December 31, 2001,
     EBITDA  shall be the  Company's  EBITDA for the  period of all such  fiscal
     quarters  ending on such  close,  divided by the number of fiscal  quarters
     which have then elapsed, and multiplied by four.

     "Real Estate"  shall have the meaning  ascribed to such term in Section 4.0
     1(b) of this Agreement.

     "Revolving  Loan" has the meaning ascribed to such term in Section 2.0 1(a)
     of this Agreement.

     "Revolving  Note" has the meaning  ascribed to such term in Section 2.01(b)
     of this Agreement.

     "Scheduled  Maturity  Date" means  November 30, 2001, or such later date as
     may be established pursuant to Section 2.01(e) of this Agreement.

     "Security Agreement" means the Security Agreement,  dated as of the Closing
     Date,  executed  by the  Company  in favor of the Bank,  as the same may be
     amended,  modified,  supplemented  and/or restated from time to time and at
     any time.

     "SerVaas  Inventory" means raw material  inventory  consisting of road worn
     domestic and foreign scrap inner tubes and factory  reject tubes located on
     the premises of the Company at 2000 Rubberway Road, Vicksburg, Mississippi,
     distributed by U.S. Rubber Reclaiming,  Inc. to SerVaas,  Inc. prior to the
     Acquisition.

     SerVaas  Inventory  Agreement"  means that certain Supply and Consignment t
     Agreement  dated December 29, 2000,  between the Company and SerVaas,  Inc.
     regarding the purchase by the Company of the SerVaas Inventory.

     "SerVaas  Note"  means  the  Promissory   Note  in  the  principal  sum  of
     $1,750,000.00 dated December 29, 2000, executed by the Company to the order
     of SerVaas, Inc.

     "SerVaas Subordination  Agreement" means a subordination  agreement in form
     and substance as Exhibit "D" attached to this Agreement,  between and among
     SerVaas,  Inc.,  the  Company,  and the Bank,  as the same may be  amended,
     modified, supplemented and/or restated from time to time and at any time.

     "Subordinated  Debt"  means any  unsecured  Debt owed by the Company to any
     Person  (other  than Debt owed to  SerVaas,  Inc.,  or its  successors  and
     assigns, under the SerVaas  InventoryAgreement),  the payment of which Debt
     is fully and unconditionally  subordinated to the Obligations pursuant to a
     subordination  agreement  which is in form and  substance  as approved  and
     agreed to in writing by the Bank.

     "Subsidiary"   means,   with  respect  to  any  Person,   any  corporation,
     partnership,  joint  venture  or  other  business  entity  (whether  now or
     existing  or  hereafter  organized  or  acquired)  over  which  the  Person
     exercises control, provided that it shall be conclusively presumed that the
     Person  exercises  control over any such entity (a) if more than 50% of the
     equity  interest  in such  entity  is  owned  by the  Person,  directly  or
     indirectly;  or (b) if at least a majority of the  securities of each class
     having  ordinary  voting power for the  election of  directors  (other than
     securities  which  have such  power  only by reason of the  happening  of a
     contingency)  at the time as of which the  determination  is being made, is
     owned,  beneficially and of record, by such Person or by one or more of the
     other Subsidiaries of such Person or by any combination thereof.

     "Tangible Capital Base" means, as of the date any determination  thereof is
     to be made,  the Net Worth of the Company as of such date,  less the amount
     of all  Intangible  Assets of the  Company as of such date,  determined  in
     accordance with GAAP and plus  Subordinated  Debt of the Company as of such
     date.

     "Term Loan I" has the meaning ascribed to such term in Section 2.02 of this
     Agreement.

     "Term Loan II" has the  meaning  ascribed  to such term in Section  2.03 of
     this Agreement.

     "Term Loan  Maturity  Date" means the earlier of (a) November 30, 2005,  or
     (b) the date on which  the Bank  accelerates  the  maturity  of Term Loan I
     and/or Term Loan II in accordance with Section 7.02 of this Agreement.

     "Term Note I" has the meaning  ascribed to such term in Section  2.02(b) of
     this Agreement.

     "Term Note II" has the meaning  ascribed to such term in Section 2.03(b) of
     this Agreement.

     "Total Funded Debt" means, with respect to the Company,  as of the date any
     determination  thereof  is to be  made,  all  interest-bearing  Debt of the
     Company  (including  interest-bearing   Subordinated  Debt),  computed  and
     determined in accordance with GAAP.

     "Unmatured  Event of Default" means any event  specified in Section 7.01 of
     this  Agreement,  which is not  initially  an Event of  Default,  but which
     would, if uncured,  become an Event of Default with the giving of notice or
     the passage of time or both.

     "Voting  Stock"  means all  classes of capital  stock of the  Company  then
     outstanding and normally  entitled (without regard to the occurrence of any
     contingency) to vote in the election of directors of the Company.

                                   ARTICLE II
                                 Borrowing Terms

         Section 2.01. Revolving Loan. Provided that all of the conditions of
lending stated in Section 6.01(a) and (b) of this Agreement have been fulfilled,
and subject to and in accordance with the terms of this Agreement, and in
reliance upon the representations, warranties, covenants and agreements of the
Company made in this Agreement and the other Loan Documents, the Bank will make
the Revolving Loan described in this Section 2.01.

         (a) The Commitment -- Use of Proceeds. The Bank agrees, subject to the
terms and conditions of this Agreement, to make Advances to the Company on a
revolving basis (the "Revolving Loan") from time to time from and after the
Closing Date until the Maturity Date, in an amount not exceeding in the
aggregate at any time outstanding the Maximum Availability. Proceeds of the
Revolving Loan may be used by the Company only to fund general working capital
requirements and to finance the Acquisition.

         (b) Method of Borrowing. The obligation of the Company to repay the
Revolving Loan shall be evidenced by a promissory note executed by the Company
to the Bank in form and substance acceptable to the Bank (as the same may be
amended, modified, extended, renewed, supplemented, replaced and/or restated
from time to time and at any time, the "Revolving Note"). So long as no Event of
Default or Unmatured Event of Default shall have occurred and be continuing and
until the Maturity Date, the Company may borrow, repay and re-borrow under the
Revolving Note on any Banking Day, provided that the Company shall not be
entitled to receive and the Bank shall not be obligated to make any Advance: (i)
at any time an Event of Default or an Unmatured Event of Default has occurred or
is continuing; (ii) if the amount of such Advance would exceed the Maximum
Availability; or (iii) if after making such Advance the principal balance of the
Revolving Loan would exceed the Maximum Availability. Whenever the Company
desires the Bank to make an Advance of the Revolving Loan, the Bank to make an
Advance of the Revolving Loan, the Company shall give the Bank telecopy or
telephonic notice not later than 10:00 A.M., Indianapolis time, on the date the
Advance is to be made, which notice shall specify the amount and the date of the
requested Advance. The Company shall be entitled to request no more than one
Advance of the Revolving Loan to be made on any Banking Day. Each Advance
requested under the Revolving Loan shall be conditioned upon receipt by the Bank
from the Company of an Application for Advance, provided that the Bank may, at
its discretion, make a disbursement upon the oral request of the Company made by
an Authorized Officer, or upon a request transmitted to the Bank by telecopy or
by any other form of written electronic communication (all such requests for
Advances being hereafter referred to as "Informal Requests"). In so doing, the
Bank may rely on any Informal Request which shall have been received by it in
good faith from a Person reasonably believed to be an Authorized Officer. Each
Informal Request shall be promptly confirmed by a duly executed Application for
Advance if the Bank so requires and shall in and of itself constitute the
representation of the Company that no Event of Default or Unmatured Event of
Default has occurred and is continuing or would result from the making of the
requested Advance, that the requested Advance would not cause the outstanding
principal balance of the Revolving Loan to exceed the Maximum Availability. Each
Advance shall be made on a Banking Day. All borrowings and reborrowings and all
repayments shall be in amounts of not less than Fifty Thousand Dollars
($50,000), except for repayment of the entire principal balance of the Revolving
Loan. Upon receipt of an Application for Advance, or at the Bank's discretion
upon receipt of an Informal Request for an Advance and upon compliance any other
conditions of lending stated in Section 6.01 of this Agreement, the Bank shall
disburse the amount of the requested Advance to the Company on the date
designated for the Advance. All Advances by the Bank and payments by the Company
shall be recorded by the Bank on its books and records, and the principal amount
outstanding from time to time, plus interest payable thereon, shall be
determined by reference to the books and records of the Bank. The Bank's books
and records shall be presumed prima facie to be correct as to such matters.

         (c) Interest on the Revolving Loan. The principal amount of the
Revolving Loan outstanding from time to time shall bear interest until maturity
of the Revolving Note at a rate per annum equal to the Prime-based Rate. After
the Maturity Date and until paid in full, the Revolving Loan shall bear interest
at a per annum rate equal to the Prime-based Rate plus three percent (3 .0%) per
annum. Each change in the rate of interest to be charged on any Advance shall
become effective on the date of each change in the Prime Rate. Accrued interest
shall be due and payable monthly on the first day of each successive calendar
month, beginning February 1, 2001, until the Maturity Date. On the Maturity
Date, the entire unpaid principal balance of the Revolving Loan and Revolving
Note and all unpaid, accrued interest thereon, shall be due and payable in full
without demand. After the Maturity Date, interest shall be payable as accrued
and without demand.

          (d) Repayment of Advances. Subject to the provisions hereinafter set
forth with respect to acceleration of the maturity of the Revolving Loan, the
entire unpaid principal balance of the Revolving Loan and Revolving Note, and
all unpaid accrued interest thereon, shall be due and payable in full, without
demand, on the Maturity Date.

          (e) Extensions of Scheduled Maturity Date. The Bank may, upon the
request of the Company, but at the Bank's sole discretion, extend the Scheduled
Maturity Date from time to time to such date or dates as the Bank may elect by
notice in writing to the Company, and upon any such extension, the date to which
the Scheduled Maturity Date is then extended will become the "Scheduled Maturity
Date" for purposes of this Agreement.

           (f) Mandatory Prepayments of Principal. At any time that the
outstanding principal balance of the Revolving Loan exceeds the Maximum
Availability, the Company shall, immediately and without notice or demand of any
kind, repay that portion of the unpaid principal balance of the Revolving Loan
which is in excess of the Maximum Availability. If an Event of Default or an
Unmatured Event of Default has occurred and is continuing and the Bank shall
have notified the Company of the election of the Bank to take any action
specified in Section 7.02 of this Agreement, the Maximum Availability shall be
automatically reduced to zero (0) dollars without any action on the part of or
the giving of any additional notice to the Company by the Bank.

          Section 2.02. Term Loan I. Provided that all of the conditions of
lending stated in Section 6.0 1(a) and (b) of this Agreement have been fulfilled
on the Closing Date, and subject to and in accordance with the terms of this
Agreement, and in reliance upon the representations, warranties, covenants, and
agreements of the Company made in this Agreement and the other Loan Documents,
the Bank will make a term loan ( `Term Loan I") to the Company on the Closing
Date on the following terms and subject to the following conditions:

         (a) Amount. The principal amount of Term  Loan I  shall  be the sum of
$2,500,000.00.

         (b)Term Note I. The obligation of the Company to repay Term Loan I
shall be evidenced by a promissory note in form and substance acceptable to the
Bank (as the same may hereafter be amended, extended, renewed, replaced and/or
restated from time to time and at any time, "Term Note I"). The principal of
Term Loan I shall be repayable in equal monthly installments in the amount of
$34,722.22 on the first day of each successive calendar month, beginning
February 1, 2001, and continuing on the first day of each calendar month
thereafter until the Term Loan Maturity Date, on which date the entire unpaid
principal balance of Term Loan I shall be due and payable together with all
accrued and unpaid interest.

         The principal of Term Loan I may be prepaid at any time in whole or in
part, provided that any partial prepayment shall be in an amount which is an
integral multiple of Ten Thousand Dollars ($10,000.00), and provided further
that all partial prepayments shall be applied to the scheduled installments of
principal in the inverse order of their maturities.

         (c) Interest on Term Loan I. The unpaid principal balance from time to
time of Term Loan I and the Term Note I shall bear interest from the Closing
Date until the Term Loan Maturity Date at a rate per annum equal to the
Prime-based Rate. After the Term Loan Maturity Date, interest on the unpaid
principal balance of Term Loan I and Term Note I will accrue at the Prime-based
Rate plus three percent (3%) per annum. Prior to the Term Loan Maturity Date,
interest which accrues on Term Loan I and Term Note I shall be due and payable
on the first day of each successive calendar month, beginning on February
1,2001. After the Term Loan Maturity Date, interest which accrues on Term Loan I
and Term Note I shall be payable as accrued and without demand.

     (d) Use of  Proceeds  of Term Loan I. The  proceeds of Term Loan I shall be
used in their entirety to finance the Acquisition.

         Section 2.03. Term Loan II. Provided that all of the conditions of
lending stated in Sections 6.01(a) and (b) of this Agreement have been fulfilled
on the Closing Date, and subject to and in accordance with the terms of this
Agreement, and in reliance upon the representations, warranties, covenants, and
agreements of the Company made in this Agreement and the other Loan Documents,
the Bank will make a term loan ("Term Loan II") to the Company on the Closing
Date on the following terms and subject to the following conditions:

     (a)  Amount.  The  principal  amount  of Term  Loan II  shall be the sum of
$500,000.00.

     (b) Term Note II. The obligation of the Company to repay Term Loan II shall
be evidenced by a promissory  note in form and substance  acceptable to the Bank
(as the same may  hereafter  be  amended,  extended,  renewed,  replaced  and/or
restated  from time to time and at any time,  "Term Note II").  The principal of
Term Loan II shall be repayable in equal monthly  installments  in the amount of
$2,777.78 on the first day of each successive calendar month, beginning February
1, 2001, and continuing on the first day of each calendar month thereafter until
the Term Loan Maturity Date, on which date the entire unpaid  principal  balance
of Term Loan II shall be due and  payable  together  with all accrued and unpaid
interest.

     The  principal  of Term Loan II may be  prepaid  at any time in whole or in
part,  provided  that any partial  prepayment  shall be in an amount which is an
integral  multiple of Ten Thousand  Dollars  ($10,000.00),  and provided further
that all partial  prepayments shall be applied to the scheduled  installments of
principal in the inverse order of their maturities.

     (c)  Interest on Term Loan II. The unpaid  principal  balance  from time to
time of Term Loan II and the Term Note II shall bear  interest  from the Closing
Date  until  the  Term  Loan  Maturity  Date at a rate  per  annum  equal to the
Prime-based Rate, and after the Term Loan Maturity Date, at the Prime-based Rate
plus  three  percent  (3%) per  annum.  Prior to the Term  Loan  Maturity  Date,
interest which accrues on Term Loan II and Term Note II shall be due and payable
on the first day of each  successive  calendar  month,  beginning on February 1,
2001. After the Term Loan Maturity Date,  interest which accrues on Term Loan II
and Term Note II shall be payable as accrued and without demand.

     (d) Use of Proceeds of Term Loan II. The  proceeds of Term Loan II shall be
used in their entirety to finance the Acquisition.

         Section 2.04. Equipment Loan. Provided that all of the conditions of
lending stated in Section 6.0 1(a) and (b) of this Agreement have been
fulfilled, and subject to and in accordance with the terms of this Agreement,
and in reliance upon the representations, warranties, covenants and agreements
of the Company made in this Agreement and the other Loan Documents, the Bank
will make the Equipment Loan described in this Section 2.04.

         (a) The Commitment -- Use of Proceeds. The Bank agrees, subject to the
terms and conditions of this Agreement, to make Advances to the Company (the
"Equipment Loan") from time to time from and after the Closing Date until
November 30, 2001 (the "Conversion Date"), in an amount not exceeding in the
aggregate the sum of Two Hundred Thousand Dollars ($200,000.00). Proceeds of the
Equipment Loan may be used by the Company only to finance up to 90% of the
purchase price of equipment purchased by the Company.

         (b) Method of Borrowing. The obligation of the Company to repay the
Equipment Loan shall be evidenced by a promissory note executed by the Company
to the Bank in form and substance acceptable to the Bank (as the same may be
amended, modified, extended, renewed, supplemented, replaced and/or restated
from time to time and at any time, the "Equipment Note"). So long as no Event of
Default or Unmatured Event of Default shall have occurred and be continuing and
until the Conversion Date, the Company may borrow under the Equipment Note on
any Banking Day, provided that the Company shall not be entitled to receive and
the Bank shall not be obligated to make any Advance: (i) at any time an Event of
Default or an Unmatured Event of Default has occurred or is continuing; (ii) if
the amount of such Advance would exceed 90% of the purchase price of the
equipment to be financed with such Advance; or (iii) if after making such
Advance aggregate amount of all Advances under the Equipment Loan would exceed
$200.000.00. Whenever the Company desires the Bank to make an Advance of the
Equipment Loan, the Company shall give the Bank telecopy or telephonic notice
not later than 10:00 A.M., Indianapolis time, on the date the Advance is to be
made, which notice shall specify the amount and the date of the requested
Advance. The Company shall be entitled to request no more than one Advance of
the Equipment Loan to be made on any Banking Day. Each Advance requested under
the Equipment Loan shall be conditioned upon receipt by the Bank from the
Company of an Application for Advance, accompanied in each case by a copy of the
invoice, purchase agreement, or other evidence satisfactory to the Bank of the
purchase price of the equipment the Company proposes to finance with such
Advance. Each Advance shall be made on a Banking Day. All borrowings shall be in
amounts of not less than Five Thousand Dollars ($5,000.00). Upon receipt of an
Application for Advance, and upon compliance with any other conditions of
lending stated in Section 6.01 of this Agreement, the Bank shall disburse the
amount of the requested Advance to the Company on the date designated for the
Advance. All Advances by the Bank and payments by the Company shall be recorded
by the Bank on its books and records, and the principal amount outstanding from
time to time, plus interest payable thereon, shall be determined by reference to
the books and records of the Bank. The Bank's books and records shall be
presumed prima facie to be correct as to such matters.

         (c) Interest on the Equipment Loan. The principal amount of the
Equipment Loan outstanding from time to time shall bear interest until maturity
of the Equipment Note at a rate per annum equal to the Prime-based Rate. After
the Maturity Date and until paid in full, the Equipment Loan shall bear interest
at a per annum rate equal to the Prime-based Rate plus three percent (3.0%) per
annum. Each change in the rate of interest to be charged on any Advance shall
become effective on the date of each change in the Prime Rate. Accrued interest
shall be due and payable monthly on the first day of each successive calendar
month, beginning [January] 1, 2001, until the Maturity Date. On the Maturity
Date, the entire unpaid principal balance of the Equipment Loan and Equipment
Note and all unpaid, accrued interest thereon, shall be due and payable in full
without demand. After the Maturity Date, interest shall be payable as accrued
and without demand.

         (d) Repayment of Equipment Loan. The principal of the Equipment Loan
shall be repayable in equal monthly installments in an amount equal to one
eighty-fourth (1/84th) of the principal amount of the Equipment Loan outstanding
on the Conversion Date, on the first day of each successive calendar month,
beginning December 1, 2001, and continuing on the first day of each calendar
month thereafter until the Equipment Loan Maturity Date, on which date the
entire unpaid principal balance of Equipment Loan shall be due and payable
together with all accrued and unpaid interest.

     The  principal of Equipment  Loan may be prepaid at any time in whole or in
part,  provided  that any partial  prepayment  shall be in an amount which is an
integral  multiple of Ten Thousand  Dollars  ($10,000.00),  and provided further
that all partial  prepayments shall be applied to the scheduled  installments of
principal in the inverse order of their maturities.

     Section  2.05.  Provisions  Applicable  to All  Obligations.  The following
provisions shall be applicable to all of the Obligations:

         (a) Calculation of Interest. Interest on all Obligations shall be
calculated on the basis of actual days elapsed and that an entire year's
interest is earned in three hundred sixty (360) days.

         (b) Manner of Payment -- Application. All payments of principal and
interest on each of the Loans shall be payable at the principal office of the
Bank in Indianapolis, Indiana. in funds available for the Bank's immediate use
in that city and for the Bank's account addressed as follows:

                                    Bank One, Indiana, National Association
                                    ABA #074000010
                                    Attn: Commercial Loan Note Servicing
                                    Re: USRR Acquisition Corp.
                                    Account No.

No payment will be considered to have been made until received in such funds.
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, the Bank reserves
the right to apply payments among principal, interest, late charges, collection
costs and other charges at their discretion, as determined by the Bank. All
prepayments shall be applied to the indebtedness owing hereunder in such order
and manner as the Bank may from time to time determine in its sole discretion.

         (c) Automatic Debit. The Bank may without further authority debit when
due all payments of principal and interest or any other Obligations due and
payable by the Company under the terms of this Agreement or any other Loan
Document to any deposit account maintained with the Bank by the Company.

         (d) Unconditional Obligations and No Deductions. The Company's
obligation to make all payments provided for in this Agreement and the Notes
shall be unconditional. Each such payment shall be made without relief from
valuation and appraisement laws and without deduction for any claim, defense or
offset of any type, including without limitation any withholdings and other
deductions on account of income or other taxes and regardless of whether any
claims, defenses or offsets of any type exist.

         (e) Payment on Non-Banking Days. Whenever any payment to be made under
this Agreement or the Notes shall be stated to be due on a day other than a
Banking Day, such payment may be made on the next succeeding Banking Day, and
such extension of time shall in such case be included in the computation of
payment of fees, if any, and interest under this Agreement or the Notes.

         (f) Additional Amounts Payable. If any change or the enactment,
adoption or judicial or administrative interpretation of any law, regulation,
treaty, guideline or directive (including, without limitation, Regulation D of
the Board of Governors of the Federal Reserve System) either (a) subject the
Bank to any additional tax, duty, charge, deduction or withholding with respect
to any of the Loans (other than a tax measure by the net or gross income of the
Bank), or (b) imposes or increases any reserve, special deposit or similar
requirement on account of any of the Loans not otherwise provided in this
Agreement or (c) imposes increased minimum capital requirements on the Bank on
account of its issuing or maintaining any of the Loans; and if any of the
foregoing (i) results in any increase to the Bank in the cost of issuing or
maintaining any of the Loans, or making any payment on account of any of the
Loans, (ii) reduces the amount of any payment receivable by the Bank under this
Agreement with respect to any of the Loans, (iii) requires the Bank to make any
payment calculated by reference to the gross amount of any sum received or paid
by the Bank pursuant to any of the Loans, or (iv) reduces the rate of return on
the Bank's capital to a level below that which the Bank could otherwise have
achieved (taking into consideration the Bank's policies with respect to capital
adequacy), then the Company shall pay to the Bank, as additional compensation
for the Loans, such amounts as will compensate the Bank for such increased
costs, payments or reductions. Within twenty (20) days after (A) the initial
demand therefor and (b) presentation by the Bank of a certificate to the Company
containing a statement of the cause of such increased costs, payments or
reductions and a calculation of the amounts thereof (which statement and
calculation shall be presumed prima facie to be correct), the Company shall pay
the additional amount payable measured from the date such change, enactment,
adoption or interpretation first affects the Bank.

                                   ARTICLE III

                         Representations and Warranties


     Section 3.01.  Representations  and Warranties.  To induce the Bank to make
the Loans,  the Company  represents and warrants to the Bank that,  after giving
effect to the Acquisition:

     (a) Existence and  Authority.  The Company is a corporation  duly organized
and  validly  existing  under the laws of the State of  Indiana.  The Company is
qualified  to do  business  in the  State  of  Mississippi  and in  every  other
jurisdiction  in which:  (i) the nature of the  business  conducted by it or the
character or location of properties  owned or leased by it, or the residences or
activities of its employees, make such qualification necessary; and (ii) failure
so to qualify might have a Materially  Adverse Effect.  No jurisdiction in which
the Company is not  qualified to do business  has  asserted  that the Company is
required to be  qualified  therein.  The  principal  office and chief  executive
office of the Company is located at 2000 Rubberway Road, Vicksburg,  Mississippi
39182.  The  Company  has no  Subsidiaries.  The  Company  does not  conduct any
material  operations  or keep any  material  amounts of property at any location
other than the locations  specified in the Security  Agreement.  The Company has
not done business under any name other than its present corporate name.

     (b)  Authorization/No   Conflict.   The  execution  and  delivery  of  this
Agreement,  the borrowings  hereunder,  the execution and delivery of all of the
other Loan Documents and the  Acquisition  Documents and the  performance by the
Company  of its  obligations  under  this  Agreement  and all of the other  Loan
Documents  and the  Acquisition  Documents are within the powers of the Company,
have been duly  authorized by all necessary  action,  have received any required
governmental or regulatory  agency  approvals and do not and will not contravene
or conflict  with any  provision of law or of the Articles of  Incorporation  or
By-Laws of the Company or of any agreement binding upon the Company.

     (c)  Validity and Binding  Nature.  This  Agreement,  all of the other Loan
Documents, and the Acquisition Documents to which the Company is a party are the
legal,  valid and binding  obligations of the Company,  enforceable  against the
Company in accordance  with their  respective  terms,  except to the extent that
enforcement  thereof may be limited by bankruptcy,  insolvency,  reorganization,
moratorium and other laws enacted for the relief of debtors  generally and other
similar laws  affecting the  enforcement  of creditors'  rights  generally or by
equitable  principles which may affect the availability of specific  performance
and other equitable remedies.

     (d)  Financial  Statements  and  Financial  Information.  The  Company  has
delivered or caused to be delivered to the Bank the  company-prepared  Financial
Statements of 0CC as of November 30, 2000, which Financial  Statements have been
prepared in accordance with GAAP. Such Financial  Statements  present fairly the
financial  position  of  0CC as of the  date  thereof  and  the  results  of its
operations  for the  periods  covered,  and since  the date of the most  current
Financial  Statements  provided to the Bank there has been no materially adverse
change in the financial position of 0CC.

     (e)  Litigation  and Contingent  Liabilities.  No  litigation,  arbitration
proceedings  or  governmental  proceedings  are  pending  or to the  best of the
Company's knowledge threatened against the Company,  0CC, or OCP which would, if
adversely  determined,  have a  Materially  Adverse  Effect.  The Company has no
material, contingent liabilities other than those identified on Schedule 3.01(e)
to this Agreement.  OCP has no material liabilities,  except for its obligations
under the Provident Loan Agreement. 0CC has no material,  contingent liabilities
not provided for or disclosed in the Financial Statements referred to in Section
3.0 1(d), above.

     (f) Liens.  None of the assets of the Company or OCP are or will be subject
to any Lien (including  without  limitation any seller or vendor's lien or right
of reclamation),  except for Liens described in Sections  5.02(b)(1) through (7)
of this  Agreement,  and, with respect to OCP, the Lien of the Provident  Pledge
Agreement.

     (g)  Employee  Benefit  Plans.  Each Plan  maintained  by the Company is in
material  compliance  with  ERISA,  the  Code,  and  all  applicable  rules  and
regulations adopted by regulatory  authorities pursuant thereto, and the Company
has filed all reports and  returns  required to be filed by ERLSA,  the Code and
such rules and regulations.  To the knowledge of the Company, no Plan maintained
by the  Company  and no trust  created  under  any such  Plan has  incurred  any
"accumulated  funding  deficiency"  within the meaning of Section 41 2(c)( 1) of
the the Code,  and the present value of all benefits  vested under each Plan did
not  exceed,  as of the last  valuation  date,  the  value of the  assets of the
respective  Plans allocable to such vested The Company has no knowledge that any
"reportable  event"  as  defined  in ERISA has with  respect  to any Plan of the
Company.

     (h) Payment of Taxes.  The  Company,  OCP,  and 0CC have filed all federal,
state  and  local  tax  returns  and tax  related  reports  which any of them is
required to file by' any statute or regulation and all taxes and any tax related
interest  payments and penalties that are due and payable have been paid, except
for such as are being contested in good faith and by appropriate proceedings and
as to which appropriate  reserves have been established.  Adequate provision has
been  made for the  payment  when due of all tax  liabilities  which  have  been
incurred, but are not as yet due and payable.

     (i) Investment Company Act. The Company is not an "investment company" or a
company  "controlled"  by an  "investment  company"  within  the  meaning of the
Investment Company Act of 1940, as amended.

     (j) Regulation U. The Company is not engaged principally,  or as one of its
important  activities,  in the business of  extending  credit for the purpose of
purchasing  or carrying  margin stock within the meaning of  Regulation U of the
Board of  Governors of the Federal  Reserve  System.  Not more than  twenty-five
percent (25%) of the assets of the Company consists of margin stock,  within the
contemplation of Regulation U, as amended.

     (k) Hazardous Substances.  Except as disclosed on Schedule 3.0 1(k), to the
best  knowledge  of the  Company  after due inquiry  and  investigation,  (i) no
premises owned or occupied by or under lease to the Company have ever been used,
and as of the date of this  Agreement,  no such  premises are being used for any
activities involving the use, treatment, transportation,  generation, storage or
disposal of any Hazardous  Substances  except in compliance  with  Environmental
Laws, and (ii) no Hazardous  Substances  have been released on any such premises
in violation of any Environmental Law, nor is there any threat of release of any
Hazardous  Substances  in  violation  of any  Environmental  Laws  on  any  such
premises.

     (1) Subsidiaries/Parent.  The Company has no Subsidiaries.  OCP is the sole
stockholder of the Company. 0CC is the general partner of OCP.

     (m) Real Estate.  The Company does not own or lease any real property other
than the Real Estate identified in the Mortgage.

     (n) Acquisition  Documents.  Schedule 3.01(n) attached to this Agreement is
an accurate and complete list of the Acquisition Documents.

                                   ARTICLE IV

                            Security for Obligations

     Section  4.01.  Collateral  for the  Obligations.  Until paid in full,  the
Obligations will be secured by the following:

         (a) Security Agreement. The Obligations shall be secured by a valid and
enforceable first priority security interest and Lien in and to all personal
property of the Company, tangible and intangible, now owned and existing or
hereafter acquired or arising, including, without limitation, all equipment,
inventory, accounts receivable, investment property and general intangibles and
all proceeds and products thereof (collectively, the "Collateral"), which
security interest shall be granted to the Bank by the Security Agreement,
subject only to Liens and security interests described in the exceptions
enumerated in subsections 5.02(b)(1) through (7) of this Agreement. In the event
the Company owns or acquires tangible or intangible personal property that the
Bank deems is or may not be covered as Collateral by the Security Agreement or
in which the Bank deems its security interest is or may not be perfected, the
Company covenants and agrees promptly, upon the request of the Bank, to execute
such other security instruments and documents and take such other actions as the
Bank may require to grant to the Bank a perfected security interest therein, all
of which security instruments and documents shall be in form and substance
satisfactory to the Bank and its counsel in all respects.

         (b) Company Real Estate. The Obligations shall be secured by security
interests and liens on all real estate and improvements, including all fixtures,
equipment, furnishings, systems, and related property located thereon
(collectively, the "Real Estate") now owned or hereafter acquired and owned by
the Company, including all proceeds thereof, pursuant to the Mortgage and
pursuant to such other real estate mortgages or deeds of trust as the Bank may
require, all in form and substance satisfactory to the Bank in all respects
duly' executed. acknowledged and delivered to the Bank in recordable form. The
Company further covenants and agrees to provide to the Bank for Real Estate
acquired after the Closing Date at the Company's expense: (i) evidence
satisfactory to the Bank (including at the Bank's request a loan policy of title
insurance in favor of the Bank) showing that such Real Estate is owned in fee
simple by the Company free and clear of all liens, encumbrances and exceptions
which are not acceptable to the Bank; and (ii) a Phase I environmental
assessment (and where reasonably deemed appropriate by the Bank based upon
information disclosed in such assessment, a Phase LI environmental assessment)
prepared in favor of the Bank by a registered engineer or environmental
consultant acceptable to the Bank confirming there are no material environmental
problems associated with such Real Estate.


                                    ARTICLE V

                                 Affirmative and
                          Negative Covenants of Company

         Section 5.01. Affirmative Covenants of the Company. Unless otherwise
agreed by the Bank in a prior written document, until all Obligations of the
Company terminate or are paid and satisfied in full, and for so long as the
Company' is entitled to receive any Advance, the Company shall strictly observe
each of the following covenants:

     (a)  Existence.  The Company  shall  preserve and  maintain  its  corporate
existence  and the right to do  business in  Indiana,  Mississippi,  and in such
other states where the failure to quality' and maintain qualification could have
a Materially Adverse Effect.

     (b) Reports.  Certificates and Other Information. The Company shall furnish
to  the  Bank  the  following  Financial  Statements,   certificates  and  other
information, in form satisfactory to the Bank:

          (1) Annual  Statements.  As soon as available  and in any event within
     one  hundred  and twenty  (120) days after the close of each fiscal year of
     the Company and of OCP, annual audited Financial Statements for the Company
     and OCP, audited by the Company's Auditors, showing the financial condition
     and  results of  operations  of the Company and OCP as at the close of such
     fiscal year and for such fiscal year, all prepared in accordance with GAAP,
     accompanied by an opinion of the Company's Auditors, which opinion shall be
     without   qualification   and  shall  state  that  such  audited  Financial
     Statements  present fairly the financial  position of the Company or OCP as
     of the date of such Financial  Statements and the results of its operations
     and changes in its financial  position for the period covered thereby,  and
     that their  examination in connection  with such  Financial  Statements has
     been made in accordance with GAAP.

          (2) Interim Monthly Statements.  As soon as available and in any event
     within thirty (30) days after the end of each  calendar  month ending after
     the Closing  Date,  unaudited  consolidated  Financial  Statements  for the
     Company  showing its  financial  condition and results of operations as at,
     and for such calendar month and year-to-date, all in reasonable detail, and
     certified to the Bank by an Authorized Officer.  Such Financial  Statements
     shall be provided with comparable prior year-to-date  Financial  Statements
     as at the end of the same  calendar  month of the prior year  (beginning in
     fiscal year 2002).

          (3) Annual and Monthly Officer's Certificates.  Contemporaneously with
     the furnishing of each set of Financial  Statements of the Company provided
     for in Sections 5.01(b)(l) and (2), above, an Officer's Certificate.

          (4) Orders. Prompt notice of any orders in any material proceedings to
     which the  Company is a party,  issued by any court or  regulatory  agency,
     federal or state,  and if the Bank  should so  request,  a copy of any such
     order.

          (5) Notice of Default or Litigation.  Immediately upon learning of the
     occurrence  of an Event of Default or  Unmatured  Event of Default,  or the
     institution of or any adverse determination in any litigation,  arbitration
     proceeding or governmental  proceeding  which is material to the Company or
     the occurrence of any event which could have a Materially  Adverse  Effect,
     written notice  thereof  describing the same and the steps being taken with
     respect thereto.

          (6) Accounts Receivable Reports. Within thirty (30) days after the end
     of each calendar month ending after the Closing Date, a certified report of
     the accounts  receivable  of the Company as of the end of such month,  with
     agings for the accounts  receivable and with such report otherwise to be in
     such form and provide such detail as may be reasonably  satisfactory to the
     Bank.

          (7) Monthly Borrowing Base  Certificates and Compliance  Certificates.
     Within  thirty (30) days after the last  Banking  Day of the last  calendar
     week of each  calendar  month,  and at the  time  of each  Application  for
     Advance if at such time more than thirty  (30) days has  elapsed  since the
     Company submitted a Borrowing Base Certificate:  (i) a completed  Borrowing
     Base Certificate,  certified to the Bank by an Authorized Officer,  setting
     forth a computation  of the Borrowing Base as of the last day of the period
     covered  thereby and, if the Bank so requests,  specifying the locations of
     the all Eligible Inventory listed thereon;  and (ii) a certificate,  signed
     by an  Authorized  Officer,  certifying  compliance by the Company with the
     financial  covenants set forth in Section 5.0 1(g) of this  Agreement,  and
     providing a detailed  calculation  of each of such covenants as of the date
     of such certificate.

          (8) 0CC Tax Returns.  Within fifteen (15) days of the filing  thereof,
     copies of each federal tax return of 0CC.

          (9)  SerVaas  Inventory  Reports.  At the same time such  reports  are
     provided to SerVaas,  Inc., copies of all sales reports and Certificates of
     Consigned  Goods  Status  given to  SerVaas,  Inc.  pursuant to the SerVaas
     Inventory Agreement.

          (10) Other Information. From time to time such other information, data
     and documents concerning the Company, OCP or 0CC as the Bank may reasonably
     request.

     (c) Books, Records and Inspections. The Company shall maintain complete and
accurate  books and records,  and permit access thereto by the Bank for purposes
of  inspection,  copying  and audit,  and the Company  shall  permit the Bank to
inspect  its  properties  and  operations  at  all  reasonable  times  and  upon
reasonable notice.

     (d) Maintenance of Property:  Insurance.  Keep all material property useful
and necessary in its business in good working order and condition (ordinary wear
and tear  excepted);  maintain with  financially  sound and reputable  insurance
companies  insurance on all its material property  (including without limitation
its material tangible  Collateral) in at least such amounts and against at least
such risks as are usually  insured against in the same general area by companies
engaged in the same or a similar  business,  and as otherwise may be required by
law or by any of the Loan  Document;  and  furnish  to the  Bank,  upon  written
request, full information as to the insurance carried.

     (e) Taxes  and  Liabilities.  The  Company  shall  pay when due all  taxes,
license  fees,  assessments  and  other  liabilities  except  such as are  being
contested in good faith and by appropriate proceedings and for which appropriate
reserves have been established.

     (f) Compliance  with Legal and Regulatory  Requirements.  The Company shall
maintain  material  compliance  with the  applicable  provisions of all federal,
state and local  statutes,  ordinances and  regulations  and any court orders or
orders of regulatory authorities issued thereunder.

     (g)  Financial  Covenants.  The Company shall observe each of the following
financial covenants:

          (1)  Minimum  Tanaible  Capital  Base.  The Company  shall  maintain a
     Tangible  Capital  Base (A) of not less than  $1,450,000  as of the Closing
     Date  through  and  including  December  30,  2001,  (B) of not  less  than
     $1,900,000  as of December 31,  2001,  through and  including  December 30,
     2002, (C) of not less than $2,450,000 as of December 31, 2002,  through and
     including  December 30,  2003,  and (D) of not less than  $2,950,000  as of
     December 31, 2003 and thereafter.

          (2) Fixed Charge Coverage Ratio. The Company shall have a Fixed Charge
     Coverage  Ratio of 1.1 to 1 (A) as of the close of each  fiscal  quarter of
     the Company  ending  after the  December 31, 2000 and prior to December 31,
     2001, for the period all such fiscal quarters ending on such close, and (B)
     as of the close of each  fiscal  quarter  ending on or after  December  31,
     2001, for the period of the four  consecutive  fiscal quarters which end on
     such close.

          (3) Ratio of Total Funded Debt to EBITDA.  (A) As of the close of each
     fiscal  quarter of the Company  ending after December 31, 2000 and prior to
     December 31, 2001, and for the period of all such fiscal quarters which end
     on such  close,  the  Company  shall have a Ratio of Total  Funded  Debt to
     EBITDA of not greater  than 3.75 to 1.0; (B) as of the close of each fiscal
     quarter of the Company  ending on or after  December 31, 2001, and prior to
     December  31,  2002,  and for the  period  of the four  consecutive  fiscal
     quarters  which end on such close,  the Company shall have a Ratio of Total
     Funded  Debt to EBITDA of not greater  than 3.50 to 1.0;  and (C) as of the
     close of each fiscal quarter of the Company ending on or after December 31,
     2002, and for the period of the four consecutive  fiscal quarters which end
     on such  close,  the  Company  shall have a Ratio of Total  Funded  Debt to
     EBITDA of not greater than 3.00 to 1.0.

     (h) Primary Banking Relationship.  The Company and each of its Subsidiaries
shall maintain its primary concentration and deposit accounts with the Bank.

     (i) Employee Benefit Plans. The Company shall maintain any Plan in material
compliance  with ERISA,  the Code,  and all rules and  regulations of regulatory
authorities  pursuant  thereto and shall file all  reports  required to be filed
pursuant to ERISA. the Code, and such rules and regulations.

     (j)  Hazardous  Substances.   If  the  Company  should  commence  the  use,
treatment,  transportation,  generation,  storage or disposal  of any  Hazardous
Substance in reportable  quantities  in its  operations in addition to those (if
any) noted in Schedule  5.010)  attached to this  Agreement,  the Company  shall
immediately notify the Bank of the commencement of such activity with respect to
each such Hazardous Substance.  The Company shall cause any Hazardous Substances
which are now or may  hereafter be used or generated  in the  operations  of the
Company  in  reportable  quantities  to be  accounted  for  and  disposed  of in
compliance with all Environmental Laws and other applicable  federal,  state and
local laws and  regulations.  The Company shall notify the Bank immediately upon
obtaining knowledge that:

          (1) any  premises  which have at any time been owned or occupied by or
     have been under lease to the  Company  are the subject of an  environmental
     investigation  by any federal,  state or local  governmental  agency having
     jurisdiction over the regulation of any Hazardous  Substances,  the purpose
     of which  investigation  is to quantify the levels of Hazardous  Substances
     located on such premises, or

          (2) the Company has been named or is threatened to be named as a party
     responsible  for  the  possible  contamination  of  any  real  property  or
     groundwater with Hazardous  Substances,  including,  but not limited to the
     contamination of past and present waste disposal sites.

     If the Company is notified of any event described in Sections 5.01(j)(l) or
(2) above, the Company shall immediately  engage a firm or firms of engineers or
environmental  consultants  appropriately  qualified  to determine as quickly as
practical the extent of contamination and the potential  financial  liability of
the Company with respect thereto,  and the Bank shall be provided with a copy of
any  report  prepared  by such  firm or by any  governmental  agency  as to such
matters as soon as any such report becomes available to the Company, and Company
shall immediately  establish  reserves in the amount of the potential  financial
liability  of the  Company  identified  by  such  environmental  consultants  or
engineers.  The selection of any engineers or environmental  consultants engaged
pursuant to the requirements of this Section shall be subject to the approval of
the Bank, which approval shall not be unreasonably withheld or delayed.

     (k) Leases.  The Company shall  maintain in full force and effect,  without
any defaults by the Company thereunder, all leases of Real Estate upon which any
of its respective  facilities are located, and shall immediately notify the Bank
in writing of any notice of default or other notice or event which may adversely
affect  continued  occupancy  and other  rights  under any of such leases by the
Company.  The Company  shall cause the interests of any lessees of the Company's
Real  Estate to be  subordinated  to the Liens of the Bank  under  subordination
agreements in form and substance satisfactory to the Bank.

     (1) Name Change.  Not later than fifteen  (15) days  following  the Closing
Date,  the Company shall provide to the Bank evidence  satisfactory  to the Bank
that  it  has  amended  its  Articles  of  Incorporation   and  its  Mississippi
certificate  of  authority  to reflect  the  change of its name to "U.S.  Rubber
Reclaiming, Inc.".

     (n) Title Insurance. Not later than ninety (90) days following the Clositig
Date,  the Company  shall cause to be issued to the Bank an  endorsement  of the
title policy provided pursuant to Section 6.0 1(B)(9) deleting the exception for
matters that would be disclosed by a current survey.

     (m) Mississippi  Business Finance  Corporation.  Not later than thirty (30)
days  following the Closing Date, the Company shall deliver to the Bank evidence
satisfactory  to the Bank that all  Liens of the  Mississippi  Business  Finance
Corporation against the Company's property have been released of record.

     Section 5.02. Negative Covenants of the Company. Unless otherwise agreed by
the Bank in a prior  written  document,  until all  Obligations  of the  Company
terminate  or are paid and  satisfied  in full,  and so long as the  Company  is
entitled to receive any Advance,  the Company shall strictly observe each of the
following covenants:

     (a) Restricted Payments. Without the prior written consent of the Bank, the
Company  shall not  purchase  or redeem any shares of the  capital  stock of the
Company, or declare or pay any dividends thereon. The Company shall not make any
other distributions to shareholders as shareholders,  or set aside any funds for
any such purpose,  or prepay,  purchase or redeem any  Subordinated  Debt of the
Company.

     (b) Liens.  The Company  shall not,  without the prior  written  consent of
Bank,  create or permit to exist any Lien with respect to any property or assets
now owned or hereafter acquired by it, including,  without limitation any of its
rights, title and interests in and to any real estate,  whether leased or owned,
except:

          (1) Liens in favor of the Bank created pursuant to the requirements of
     this Agreement, or otherwise;

          (2) any Lien or  deposit  with any  governmental  agency  required  or
     permitted  to qualify  the  Company to conduct  business  or  exercise  any
     privilege, franchise or license, or to maintain self-insurance or to obtain
     the benefits of or secure  obligations under any law pertaining to worker's
     compensation,  unemployment insurance, old age pensions, social security or
     similar  matters,  or to  obtain  any  stay or  discharge  in any  legal or
     administrative  proceedings,  or any similar lien or deposit arising in the
     ordinary course of business;

          (3) any mechanic's, worker's, repairmen's,  carrier's,  warehousemen's
     or other like Liens arising in the ordinary  course of business for amounts
     not yet due and for the  payment  of  which  adequate  reserves  have  been
     established, or deposits made to obtain the release of such Liens;

          (4)  easements,  licenses,  minor  irregularities  in  title  or minor
     encumbrances  on or over any real property which do not, in the judgment of
     the  Bank,  materially  detract  from  the  value of such  property  or its
     marketability or its usefulness in the business of the Company;

          (5) Liens for taxes and governmental  charges which are not yet due or
     which are being contested in good faith and by appropriate  proceedings and
     for which appropriate reserves have been established;

          (6)  Liens  created  by or  resulting  from  any  litigation  or legal
     proceeding  which is  being  contested  in good  faith  and by  appropriate
     proceedings and for which appropriate reserves have been established; and

          (7) those  specific  Liens now existing (if any) described on Schedule
     5.02(b)(7) attached to this Agreement.

     (c)  Guaranties.  The  Company  shall not be a  guarantor  or surety of, or
otherwise be  responsible  in any manner with respect to any  undertaking of any
other  Person,  whether by guaranty  agreement  or by  agreement to purchase any
obligations,  stock,  assets,  goods or  services,  or to supply or advance  any
funds, assets, goods or services, or otherwise, except for:

          (1) guaranties in favor of the Bank; and

          (2) guaranties by  endorsement of instruments  for deposit made in the
     ordinary course of business.

     (d) Loans or Advances.  The Company  shall not,  without the prior  written
consent of Bank,  make or permit to exist any loans,  advances or  extensions of
credit by it to any other Person, except for:

          (1)  extensions  of credit or credit  accommodations  to  customers or
     vendors made in the ordinary course of its business;

          (2) reasonable salary advances to non-executive  employees,  and other
     advances to agents and employees for anticipated expenses to be incurred on
     its behalf in the course of discharging their assigned duties; and

          (3) the specific existing items listed on Schedule 5.02(d)(3) attached
     to this Agreement.

     (e)   Mergers,   Consolidations,   Sales,   Acquisition   or  Formation  of
Subsidiaries.  Except for the Acquisition,  the Company shall not (i) be a party
to any  consolidation  or to any  merger or  purchase  the  capital  stock of or
otherwise acquire any equity interest in any other business entity, (ii) acquire
any  material  part of the assets of any other  business  entity,  except in the
ordinary course of business, or (iii) sell, transfer, convey or lease all or any
material  part of its assets,  except in the ordinary  course of  business.  The
Company  shall not cause to be  created  or  otherwise  acquire  any  Subsidiary
without the prior written consent of the Bank.

     (f) Margin Stock. The Company shall not use or cause or permit the proceeds
of the Loans to be used, either directly or indirectly, for the purpose. whether
immediate,  incidental  or ultimate,  of purchasing or carrying any margin stock
within the  meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve System, as amended from time to time.

     (g) Other  Agreements.  The  Company  shall not  enter  into any  agreement
containing any provision which would be violated or breached in material respect
by the  performance of its  obligations  under this Agreement or under any other
Loan  Document.  The Company shall not amend or modify or agree to any amendment
or modification of the SerVaas Note or the SerVaas  Inventory  Agreement without
the express written consent of the Bank.

     (h)  Judgments.  The  Company  shall not permit any  uninsured  judgment or
monetary  penalty  rendered  against  it  in  any  judicial  or   administrative
proceeding to remain  unsatisfied for a period in excess of forty-five (45) days
unless such judgment or penalty is being  contested in good faith by appropriate
proceedings  and  execution  upon such  judgment has been stayed,  and unless an
appropriate reserve has been established with respect thereto.

     (i) Change  Name/Location  of Principal  Office.  Except as contemplated by
Section 5.0 1(1), the Company shall not change its legal name, the  jurisdiction
of its organization, or the location of its principal office unless it gives not
fewer than sixty (60) days~ prior written notice of such change to the Bank.

     (j) Hazardous Substances. The Company shall not allow or permit to continue
the release or threatened release of any Hazardous Substance in violation of any
Environmental Laws on any premises owned or occupied by or under lease to it.

     (k) Debt. The Company shall not, without the prior written consent of Bank,
incur  nor  permit  to exist  any Debt  except  (i) to the  Bank,  (ii) the Debt
obligations identified on Schedule 5.02(k) attached to this Agreement, and (iii)
Subordinated Debt.

     (l)  Negative  Pledge  Limitation.  The  Company  shall not enter  into any
agreement with any person,  other than the Bank,  which  prohibits or limits its
ability to create,  incur,  assume,  or suffer to exist in favor of the Bank any
Lien upon any of its assets, rights,  revenues, or property,  real, personal, or
mixed, tangible or intangible, whether now owned or hereafter acquired.

     (m)  Accounting  Policies/Change  of Business.  The Company  shall not: (1)
change its fiscal year or any of its significant  accounting  policies except to
the extent  necessary to comply with GAAP;  and (2) make any material  change in
the nature of its  business as carried on as of the Closing  Date (after  giving
effect to the Acquisition).

     (n) Management Fees. The Company shall not pay, nor enter into any contract
or other commitment  which obligates it to pay any management  fees,  consulting
fees,  administrative  service  fees or any other  similar  fee or charge to any
Person,  including OCP, 0CC or any other  Affiliate of the Company,  except with
the prior written  consent of the Bank. The Bank hereby  consents to the payment
of the management fees provided for in that certain  Management  Agreement dated
December 29, 2000,  between the Company and 0CC; however,  the Company shall not
pay any  management fee thereunder at any time a Default or Event of Default has
occurred  and is  continuing,  or would occur as a result of the payment of such
management fees.

     (o)  Limitation  on  Compensation.  The  Company  shall  not pay or  become
obligated to pay any compensation,  including  salaries,  bonuses or fees of any
kind, to: (i) OCP; or (ii) any officer,  director,  employee or insider (as that
term is defined in the United States Bankruptcy Code) of the Company who is also
an officer,  director or employee of 0CC, OCP or of any of its  Subsidiaries  or
Affiliates;  or (iii) to any Person as compensation  for employment  services or
consulting  or   administrative   services  not  performed  at  the   Vicksburg,
Mississippi offices and facilities of the Company.

     (p)  Prohibited  Use of Loans.  No portion of any  Advance or any Loan made
hereunder   shall  be  used  directly  or  indirectly  to  purchase   ineligible
securities,  as defined by applicable  regulations of the Federal Reserve Board,
which are underwritten by BOC during the underwriting  period and for the thirty
(30) days thereafter,  or shall be used for any purpose not expressly  permitted
under Article II of this Agreement.


                                   ARTICLE VI

                               Lending Conditions

         Section 6.01. Conditions of Lending. The obligation of the Bank to make
any Advance of the Revolving Loan or the Equipment Loan or to advance the
proceeds of Term Loan I or Term Loan II shall be subject to fulfillment of each
of the following conditions precedent:

         (a) No Default. No Event of Default or Unmatured Event of Default shall
have occurred and be continuing, and the representations and warranties of the
Company contained in Section 3.01 of this Agreement shall be true and correct as
of the date of this Agreement and as of the date of each Advance, except that
after the date of this Agreement all representations will be construed to have
been amended to conform with any changes of which the Bank shall previously have
been given notice in writing by the Company.

         (b) Documents and other Items to be Furnished at Closing. The Bank
shall have received contemporaneously with the execution of this Agreement, the
following, each duly executed by the parties or intended signatories thereto,
currently dated (as applicable) and in form and substance satisfactory to the
Bank:

          (1) The Notes,  the  Security  Agreement,  the  Mortgage,  the Capital
     Contribution  Agreement,  the  SerVaas  Subordination  Agreement,  and  the
     Intercreditor Agreement.

          (2) A  copy  of the  Written  Consent  Resolutions  of  the  Board  of
     Directors of the Company authorizing the execution and delivery,  on behalf
     of the Company, of this Agreement and the other Loan Documents provided for
     in this  Agreement  to  which  the  Company  is a party,  certified  by the
     Secretary of the Company.

          (3) A certificate of the Secretary of the Company certifying the names
     of the officer or officers  authorized to sign this Agreement and the other
     Loan  Documents  provided  for in this  Agreement to which the Company is a
     party, for and on behalf of the Company.

          (4) A copy of the Written  Consent  Resolutions of the general partner
     of OCP  authorizing  the execution  and  delivery,  on behalf of OCP of the
     Capital  Contribution  Agreement,  certified by the Managing  Member of the
     general partner of OCP.

          (5) A certificate of the Managing Member of the general partner of OCP
     certifying  the names of the officer  authorized to sign the Loan Documents
     to be executed by OCP, for and on behalf of OCP.

          (6)   Certificates  of  Existence  for  the  Company  and  0CC  and  a
     Certificate  of  Authorization  for OCP issued by the Indiana  Secretary of
     State.

          (7) Copies of (i) the  Articles  of  Incorporation  of the Company and
     Articles of Organization of 0CC, each certified by the Indiana Secretary of
     State, (ii) the Certificate of Limited  Partnership of OCP certified by the
     Delaware  Secretary  of State,  (iii) the current  By-Laws for the Company,
     certified by its  Secretary,  and (iv) the current  Operating  Agreement of
     0CC, the current Limited Partnership Agreement of OCP, and the Confidential
     Offering  Memorandum  for  the  Obsidian  Capital  Partners,  L.P.  Private
     Placement of $10 Million Equity Fund, each certified by the Managing Member
     of 0CC.

          (8) A  certificate  of  authority  to  transact  business as a foreign
     corporation for the Company, issued by the Mississippi Secretary of State.

          (9) With  respect  to the Real  Estate  subject to the  Mortgage,  the
     Company shall have provided to the Bank, at the Company's expense,

               (i) a  mortgagee's  title  insurance  policy  in  the  amount  of
          $1,150,000.00   on  the  American  Land  Title   Association  form  of
          mortgagee's title policy (1992 Revision),  subject to the ALTA form of
          Comprehensive  Endorsement,  and  an  ALTA  form  3.0  or  3.1  zoning
          endorsement. The coverage provided by the title insurance policy shall
          not be subject to the standard  exceptions  as to rights of parties in
          possession,  easements not shown by the public  records and mechanic's
          liens not shown by the public  records,  and  otherwise  the  coverage
          shall be subject to no  exceptions  other than (A)  easements  and use
          restrictions  and  encroachments  disclosed  by  survey  which  do not
          materially and adversely affect the value or marketability of the Real
          Estate or the  usefulness of the Real Estate in the  operations of the
          Company, and (B) Liens described in Section 5.02(b) (1) through (7).

               (ii) an  appraisal  report  addressed  to the  Bank  prepared  in
          compliance  with the  regulations of the Office of the  Comptroller of
          the  Currency  with  respect  to  appraisal  practice   applicable  to
          "federally  related  transactions"  adopted  pursuant to the Financial
          Institutions Reform, Recovery and Enforcement Act of 1989 showing that
          the Real  Estate  has a value of not less  than  $1,000,000.00,  which
          shall be prepared in response to an engagement  letter to be issued by
          the Bank;

               (iii)  the  report  or  reports  of  a  registered   engineer  or
          environmental consultant acceptable to the Bank, confirming that there
          are no  material  environmental  problems  associated  with  such Real
          Estate,  which  shall be in form  satisfactory  to the Bank and  shall
          include, at a minimum: A) a statement of the results of an examination
          of all relevant documents and records concerning  ownership and use of
          the Real Estate; B) a statement of the results of an inspection of the
          Real  Estate,  which  inspection  shall have  included the use of such
          equipment  as is  customarily  used  by  engineers  and  environmental
          consultants   in  connection   with  the   preparation  of  "Phase  I"
          environmental  reports to detect traces of buried Hazardous Substances
          and  underground  storage tanks and drums and which  inspection  shall
          have been made for the purpose of determining  whether all or any part
          of the Real  Estate is being used or has been used to store or dispose
          of any  Hazardous  Substances  in  quantities  which  are or  could be
          detrimental to the Real Estate,  human health or the environment or in
          violation of any laws or  regulations,  state or federal,  whether the
          Real Estate is or has been  affected by any Hazardous  Substances  and
          whether the Real  Estate  contains or has  contained  any  underground
          storage  tanks  or  asbestos  of  any  kind,  and a  statement  of the
          recommendations  of the  reporting  engineer or  consultant as to such
          further investigation or tests, if any, as may be necessary to resolve
          such issues;  C) confirmation  that the Real Estate is not listed as a
          known  hazardous  waste  site  on  any  environmental  reporting  list
          maintained  by  any  governmental  agency  having  jurisdiction  as to
          environmental  matters over the Real Estate, and D) a statement of the
          professional qualifications of the engineer or consultant who prepared
          such  report.   The  Company  shall  also  furnish  to  the  Bank  the
          supplemental  report of the reporting engineer or consultant as to the
          results  of such  further  tests and  investigations  as may have been
          recommended in the initial report;

               (iv) a Minimum Standards Detail Land Title Survey together with a
          Minimum  Standards  Detail  Certificate  prepared by a registered land
          surveyor or engineer dated within thirty (30) days preceding  closing,
          which  survey  shall  locate all  recorded  easements  with  recording
          information  and  contain a  statement  as to  whether or not the Real
          Estate is in a flood plain; and

               (v) a completed Flood Hazard Determination Form from a registered
          land surveyor or engineer  pursuant to the  requirements of the Office
          of  the  Comptroller  of  the  Currency  and  the  Federal   Emergency
          Management Agency.

          (10) Uniform Commercial Code financing statements in such form and for
     filing in such jurisdictions as the Bank may request from the Company, duly
     signed by the Company.

          (11) A Borrowing Base Certificate, an Application for Advance for each
     Advance to be made under the Revolving  Loan and the Equipment  Loan on the
     Closing Date, and an Officer's Certificate.

          (12) An audit of the  Collateral,  satisfactory in all respects to the
     Bank.

          (13)  Evidence  satisfactory  to the  Bank  of the  identities  of the
     limited  partners of OCP, and that the general partner and limited partners
     of OCP have made binding  commitments  to  contribute  capital to OCP in an
     aggregate amount not less than $8,100,000.00.

          (14)  Evidence  satisfactory  to the Bank of the  consummation  of the
     Acquisition upon terms and conditions that are satisfactory in all respects
     to the Bank; and copies of the executed Acquisition Documents.

          (15)  Payment  to the Bank of the  commitment  fee for the Loans in an
     aggregate amount of $46,500.00, which fees have been fully earned and shall
     be non-refundable.

          (16) Payment to the Bank of  reimbursement  for all costs and expenses
     incurred by the Bank in the  preparation  and closing of the Loan Documents
     and in the making of the  Loans,  including  but not  limited to all of its
     reasonable attorneys' fees.

          (17) An opinion, or opinions,  of counsel for the Company, OCP and 0CC
     (which shall  include,  but not be limited to, an opinion of the  Company's
     Mississippi  counsel) addressed to the Bank in form and substance as may be
     reasonably acceptable to the Bank and its counsel.

          (18) Such other documents, certificates, agreements and/or information
     as the Bank may reasonably require.

     (c) Documents to be Furnished at Time of Each Advance.  The Bank shall have
received  the  following  prior to making any  Advance,  each duly  executed and
currently dated,  unless waived at the Bank's  discretion as provided in Section
2.01(b) of this Agreement:

          (1) An Application for Advance;

          (2)  If  an  Advance  under  the  Revolving  Loan,  a  Borrowing  Base
     Certificate (if the most recent Borrowing Base Certificate  provided to the
     Bank is more than 7 days old):

          (3) An Officer's Certificate; and

          (4) Such other documents as the Bank may reasonably require.


                                   ARTICLE VII

                         Events of Default--Acceleration

     Section 7.01. Events of Default.  Each of the following shall constitute an
Event of Default under this Agreement:

     (a) Nonpayment of the Loans.  Default in the payment when due of any amount
payable under the terms of any of the Notes, or otherwise payable to the Bank or
any other holder of any of the Notes under the terms of this Agreement.

     (b)  Nonpayment  of Other Debt.  Default by the Company,  OCP or 0CC in the
payment when due,  whether by acceleration  or otherwise,  of any other Debt for
borrowed money, or default in the performance or observance of any obligation or
condition  with  respect to any such other Debt if the effect of such default is
to accelerate the maturity of such other Debt or to permit the holder or holders
thereof,  or any trustee or agent for such holders, to cause such Debt to become
due and payable prior to its  scheduled  maturity,  unless the Company,  OCP, or
0CC, as  applicable,  is contesting  the existence of such default in good faith
and by appropriate proceedings.

     (c) Other Material Obligations. Subject to the expiration of any applicable
grace period, default by the Company, OCP, or 0CC in the payment when due, or in
the performance or observance of any material obligation of, or condition agreed
to by the Company,  OCP, or 0CC with  respect to any  agreement  respecting  any
material purchase, sale or lease of goods, securities or services except only to
the extent that the  existence  of any such  default is being  contested in good
faith and by appropriate  proceedings  and that  appropriate  reserves have been
established with respect thereto.

     (d)  Bankruptcy,  Insolvency.  etc.  The Company,  OCP or 0CC  admitting in
writing its  inability to pay its debts as they mature or an  administrative  or
judicial  order of  dissolution  or  determination  of insolvency  being entered
against the  Company,  OCP or 0CC; or the  Company,  OCP, or 0CC  applying  for,
consenting to, or  acquiescing  in the  appointment of a trustee or receiver for
the Company,  OCP or 0CC or any  property  thereof,  or the Company,  OCP or 0CC
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 the  Company,  OCP or 0CC or for a  substantial  part of the property of the
Company,  OCP or 0CC and not being  discharged  within  sixty (60) days;  or any
bankruptcy,  reorganization,  debt  arrangement,  or other  proceeding under any
bankruptcy or insolvency law, or any dissolution or liquidation proceeding being
instituted  by or against the Company,  OCP or 0CC, and, if  involuntary,  being
consented to or  acquiesced  in by the Company,  OCP or 0CC, as  applicable,  or
remaining for sixty (60) days undismissed.

     (e) Warranties and Representations.  Any warranty or representation made by
the Company,  OCP or 0CC in this Agreement,  or any of the other Loan Documents,
proving to have been false or misleading  in any material  respect when made, or
any schedule, certificate, financial statement, report, notice, or other writing
furnished by the  Company,  OCP or 0CC to the Bank proving to have been false or
misleading in any material respect when made or delivered.

     (f) Violations of Negative and Financial Covenants.  Failure by the Company
to comply  with or perform  any  covenant  stated in Section 5.0 1(g) or Section
5.02 of this Agreement.

     (g) Change of Control.  There shall be a Change of Control of the  Company,
or a Change of Control of OCP, without the prior written consent of the Bank.

     (h) Noncompliance  With Other Provisions of this Agreement.  Failure of the
Company or OCP to comply with or perform any covenant or other provision of this
Agreement or any of the other Loan Documents  (including  without limitation the
Capital  Contribution  Agreement)  or to  perform  any other  Obligation  (which
failure  does not  constitute  an Event of  Default  under any of the  preceding
provisions  of this Section 7.01) and  continuance  of such failure for five (5)
days after actual receipt of notice thereof by the Company from the Bank.

     (i) Noncompliance  With Other Loan Documents.  The occurrence of any "Event
of Default" or "Default" (as such terms are defined in any of the Loan Documents
other than this Agreement).

     (j) Default on other Bank One  0bligations.  The Company,  OCP or 0CC shall
default  in the  payment or  performance  of any Debt to the Bank other than the
Obligations.

     (k) Restrictions on Contributions.  (i) OCP shall create or suffer to exist
(A) any  restriction  or limitation  (contractual  or otherwise) on the right or
ability of OCP to make contributions,  loans, advances, or extensions of credit,
or otherwise to transfer funds to or for the benefit of the Company,  other than
the  limitations  set out in Section  2.04(g) of the OCP's  Limited  Partnership
Agreement dated July 14, 2000, as it exists on the Closing Date; or (B) any Lien
on OCP rights,  title and  interest  under any  subscription  agreement or other
agreement between OCP and any third party whereby such third party subscribes to
purchase limited  partnership  interests in OCP, other than the Provident Pledge
Agreement;  or (ii) the  total  amount of credit  and  financial  accommodations
extended  by The  Provident  Bank to OCP  (including  all  commitments  to lend)
exceeds at any time the sum of $1,500,000.00.

     Section 7.02. Effect of Event of Default. If any Event of Default described
in Section 7.01(d) of this Agreement shall occur,  maturity of each of the Loans
shall  immediately be accelerated  and each of the Notes and the Loans evidenced
thereby,  and all other  indebtedness  and any other payment  Obligations of the
Company to the Bank shall become immediately due and payable, and the obligation
of the Bank to make any Advance shall immediately terminate,  all without notice
of any kind. When any other Event of Default has occurred and is continuing, the
Bank or any other  holder of the Notes may  accelerate  payment of the Loans and
declare the Notes and all other payment  Obligations due and payable,  whereupon
maturity of each of the Loans shall be accelerated and each of the Notes and the
Loans  evidenced  thereby,  and  all  other  payment  Obligations  shall  become
immediately  due and payable and the  obligation of the Bank to make any Advance
shall  immediately  terminate,  all without notice of any kind. The Bank or such
other  holder shall  promptly  advise the Company of any such  declaration,  but
failure to do so shall not impair the effect of such  declaration.  The remedies
of the Bank  specified in this Agreement or in any other Loan Document shall not
be exclusive,  and the Bank may avail itself of any other  remedies  provided by
law as well as any equitable remedies available to the Bank.


                                  ARTICLE VIII

                                  Miscellaneous

         Section 8.01.. Waiver -- Amendments. No delay on the part of the Bank,
or any holder of any of the Notes in the exercise of any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise by
any of them of any right, power or remedy preclude any other or further exercise
thereof, or the exercise of any other right. power or remedy. No amendment,
modification or waiver of, or consent with respect to any of the provisions of
this Agreement or the other Loan Documents or otherwise of the Obligations shall
be effective unless such amendment, modification, waiver or consent is in
writing and signed by the Bank.

         Section 8.02. Notices. Any notice given under or with respect to this
Agreement to the Company or the Bank shall be in writing and, if delivered by
hand or sent by overnight courier service, shall be deemed to have been given
when delivered and, if mailed, shall be deemed to have been given five (5) days
after the date when sent by registered or certified mail, postage prepaid, and
addressed to the Company or the Bank (or other holder of the Notes) at its
address shown below, or at such other address as any such party may, by written
notice to the other party to this Agreement, have designated as its address for
such purpose. The addresses referred to are as follows:

                The Company:     USRR Acquisition Corp.
                                 2000 Rubberway Road
                                 Vicksburg, MS 39182
                                 Attn: President

               With a copy to:   Obsidian Capital Partners, L.P.
                                 c/o Obsidian Capital Company, LLC
                                 Suite 3680 Bank One Tower
                                 111 Monument Circle
                                 Indianapolis, IN 46204

               The Bank:         Bank One, Indiana, National Association
                                 111 Monument Circle, lNl -0044
                                 Indianapolis, IN 46277
                                 Attn:  Brandt Burdick

         Section 8.03. Costs, Expenses and Taxes. The Company agrees to pay
(without duplication), all of the following fees, costs and expenses incurred by
the Bank: (i) all reasonable costs and expenses in connection with the
negotiation, preparation, printing, typing, reproduction, execution and delivery
of the Loan Documents and any and all other documents furnished pursuant hereto
or in connection herewith, including without limitation the reasonable fees and
out-of-pocket expenses of Messrs. Baker & Daniels, special counsel to the Bank,
as well as the fees and out-of-pocket expenses of such counsel in connection
with the foregoing and the administration of this Agreement, (ii) all reasonable
costs and expenses in connection with the negotiation, preparation, printing,
typing, reproduction, execution and delivery of any amendments or modifications
of(or supplements to) any of the foregoing and any and all other documents
furnished pursuant thereto or in connection therewith, including without
limitation the reasonable fees and out-of-pocket expenses of counsel retained by
the Bank relative thereto (or, but not as well as, the reasonable allocated
costs of staff counsel), (iii) all UCC and Lien search fees, all title
insurance, survey, appraisal, environmental evaluation fees, costs, and
expenses, and costs and all fees and taxes payable in connection with the filing
or recording of any Loan Documents or financing statements; (iv) all costs and
expenses (including, without limitation, reasonable attorneys' fees and expenses
of the Bank), if any, in connection with the enforcement of this Agreement
and/or any other Loan Documents or other agreement furnished pursuant hereto or
thereto or in connection herewith or therewith; and (v) all costs and expenses
incurred by the Bank in conducting an independent audit or review by the Bank's
internal staff of the books and records of the Company and the collateral
provided under the Loan Documents. In addition, the Company shall pay any and
all stamp, transfer and other similar taxes payable or determined to be payable
in connection with the execution and delivery of this Agreement, or any of the
other Loan Documents, or the issuance of the Notes, or the making of the Loans,
and agrees to save and hold the Bank harmless from and against any and all
liabilities with respect to or resulting from any delay in paying, or omission
to pay, such taxes. Any portion of the foregoing fees, costs and expenses which
remains unpaid following the Bank's statement and request for payment thereof
shall bear interest from the date of such statement and request to the date of
payment at a per annum rate equal to the Prime Rate plus Four Percent (4%) per
annum.

         Section 8.04. Severability. If any provision of this Agreement or any
other Loan Document is determined to be illegal or unenforceable, such provision
shall be deemed to be severable from the balance of the provisions of this
Agreement or such Loan Document and the remaining provisions shall be
enforceable in accordance with their terms.

         Section 8.05. Captions/Time of Essence/Miscellaneous. Section captions
used in this Agreement are for convenience only and shall not affect the
construction of this Agreement. Time is of the essence under the Loan Documents.
This Agreement may be executed by original or facsimile signatures (which shall
be binding and enforceable the same as if original), in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one agreement.

         Section 8.06. Governing Law. Except as may otherwise be expressly
provided in any other Loan Document, this Agreement and all other Loan Documents
are 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 laws, rules
or principles might otherwise require the substantive rules of law of another
jurisdiction to apply. THE COMPANY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON THE COMPANY AND AGREES THAT ALL SERVICE OF PROCESS MAY BE MADE BY
MESSENGER, BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY REGISTERED MAIL
DIRECTED TO THE COMPANY AT THE ADDRESS STATED IN SECTION 8.02 OF THIS AGREEMENT.
NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF THE BANK TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         Section 8.07. Prior Agreements, Etc. This Agreement supersedes all
previous agreements and commitments made by the Bank and the Company with
respect to the Loans and all other subjects of this Agreement, including,
without limitation, any oral or written proposals or commitments made or issued
by the Bank. The Company agrees to indemnify and hold harmless the Bank from and
against all liabilities, obligations, losses, damages, penalties, action,
judgments, suits, costs (including attorneys' fees), expenses or disbursements
of any kind whatever which may be imposed upon or asserted against the Bank in
any way relating to the business operations of the Company, OCP or 0CC,
execution of this Agreement or any other of the Loan Documents or the
performance of its obligations thereunder. It is expressly agreed that the Bank
shall not be deemed to control the business activities of the Company as a
result of this Agreement, the other Loan Documents or the performance thereof.

         Section 8.08. Successors and Assigns. This Agreement and the other Loan
Documents shall be binding upon and shall inure to the benefit of the Company
and the Bank and their respective heirs, successors and assigns, provided that
the Company's rights under this Agreement shall not be assignable without the
prior written consent of the Bank.

The Company agrees that the Bank may at any time sell, assign, or transfer one
or more interests or participations in all or any part of its rights or
obligations in respect of the Loans to one or more purchasers or participants
whether or not related to the Bank, without prior notice to or the consent of
the Company. The Company agrees that the Bank may provide any information the
Bank may have about the Company or about any matter relating to the Loans to
BOC, or any of its subsidiaries or affiliates or their successors, or to any one
or more purchasers or potential purchasers of any of the Notes, or participants
or potential participants in any of the Loans.

         Section 8.09. Waiver of Jury Trial/Jurisdiction. THE COMPANY AND THE
BANK EACH HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY TRIAL OR HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)
BETWEEN OR AMONG THE BANK AND THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY RELATIONSHIP BETWEEN THE
COMPANY AND THE BANK. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO
PROVIDE THE FINANCING DESCRIBED IN THIS AGREEMENT OR IN THE OTHER LOAN
DOCUMENTS.

         NEITHER THE COMPANY NOR THE BANK WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED. THE COMPANY AGREES THAT THE COURTS
OF THE STATE OF INDIANA LOCATED IN INDIANAPOLIS, INDIANA, AND THE FEDERAL COURTS
LOCATED IN THE SOUTHERN DISTRICT OF INDIANA, INDIANAPOLIS DIVISION, HAVE
JURISDICTION OVER ANY AND ALL ACTIONS AND PROCEEDINGS INVOLVING THIS CREDIT
AGREEMENT OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH AND THE COMPANY
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF
SUCH COURTS FOR PURPOSES OF ANY SUCH ACTION OR PROCEEDING. THE COMPANY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT THE COMPANY MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING, INCLUDING ANY
CLAIM THAT SUCH COURT IS AN INCONVENIENT FORUM, AND CONSENTS TO SERVICE OF
PROCESS PROVIDED THE SAME IS IN ACCORDANCE WITH THE TERMS HEREOF. FINAL JUDGMENT
IN ANY SUCH PROCEEDING AFTER ALL APPEALS HAVE BEEN EXHAUSTED OR WAIVED SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT.

     Section 8.10.  Highest  Lawful Rate.  Notwithstanding  any provision to the
contrary  contained in this Agreement or in any of the other Loan Documents,  it
is expressly  provided  that in no case or event shall the  aggregate of (a) all
interest  on the unpaid  balance of each of the Notes,  accrued or paid from the
date hereof, and (b) the aggregate of any other amounts accrued or paid pursuant
to each of the Notes, or any of the other Loan Documents, which under applicable
laws are or may be deemed to  constitute  interest  upon such Debt from the date
hereof,  ever  exceed the  maximum  rate of  interest  which  could  lawfully be
contracted  for,  charged or  received on the unpaid  principal  balance of such
Debt. In this connection,  it is expressly  stipulated and agreed that it is the
intent of the Company and the Bank to contract in strict compliance with Indiana
usury laws and with any other applicable state usury laws and with federal usury
laws (whichever permit the higher rate of interest) from time to time in effect.
In furtherance thereof,  none of the terms of this Agreement,  each of the Notes
or any of the other Loan Documents  shall ever be construed to create a contract
to pay,  as  consideration  for the use,  forbearance  or  detention  of  money,
interest at a rate in excess of the Highest Lawful Rate. Neither the Company nor
any other Person now or hereafter  becoming  liable for payment of  indebtedness
pursuant  to the Loan  Documents  (the  "Bank  Debt")  shall  ever be liable for
interest in excess of the Highest  Lawful Rate. If under any  circumstances  the
aggregate  amounts paid on the Bank Debt include amounts which by law are deemed
interest which would exceed the Highest Lawful Rate, the Company stipulates that
such  amounts  will be.  deemed to have been paid as a result of an error on the
part of the Company and the Bank,  and the Person  receiving such excess payment
shall  promptly,  upon  discovery of such error or upon notice  thereof from the
Person  making  such  payment,  refund the amount of such  excess.  The  parties
further  stipulate  that such refund shall be a  sufficient  and sole remedy for
such error and that no party  shall be  entitled  to any  damages or  penalties,
whether statutory or otherwise, as a result of such error. In addition, all sums
paid or agreed to be paid to the holder or holders of the Bank Debt for the use,
forbearance  or  detention  of the Bank Debt shall,  to the extent  permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of the Bank Debt.  The  provisions  of this Section 8.10 shall  control all
agreements, whether now or hereafter existing and whether written or oral, among
the Company and the Bank.

         Section 8.11. Indemnification. The Company agrees to indemnify the
Bank, and its successors and assigns (including any purchaser of a participation
in any of the Loans) and its directors, officers and employees, against all
losses, claims, costs, damages, liabilities and expenses, including, without
limitation, all expenses of litigation or preparation therefor (a "Loss"), which
they may pay or incur in connection with or arising out of the direct or
indirect application of the proceeds of any of the Loans, except for any Loss
incurred as the result of the gross negligence or willful misconduct of the
Bank, its successors or assigns, or its directors, officers or employees. The
indemnity set forth herein shall be in addition to the other Obligations of the
Company to the Bank under the Loan Documents or at common law or otherwise, and
shall survive termination of this Agreement, the expiration of the obligation of
the Bank to make Advances, and the payment of all other Obligations.

         IN WITNESS WHEREOF, the Bank and the Company have by their respective
duly authorized officers executed and delivered this Agreement on the Closing
Date.

                                 USRR ACQUISITION CORP.

                                 By:/s/ Christopher Caniff, Secretary
                                 ----------------------------------------------

                                 Title :
                                 ---------------------------------------------
                                                                    ("Company")

                                 BANK ONE, INDIANA, NATIONAL
                                 ASSOCIATION

                                 By:/s/ Brandt J. Burdick, Vice President
                                 ----------------------------------------------
                                                                       ("Bank")
<PAGE>

                                    EXHIBIT A


                             APPLICATION FOR ADVANCE

                                      Date:

BANK ONE, INDIANA, NA
111 Monument Circle, 19th Floor
Indianapolis, Indiana 46277

Ladies and Gentlemen:

     We  request  an  Advance  in  the  amount  of  $__________   FOR  VALUE  on
_______________,  ___ ("Requested Advance"), which Requested Advance shall be an
Advance on the  [Revolving]  [Equipment]  Loan  extended  to us by you under and
pursuant to the Credit  Agreement,  dated as of December 29, 2000,  between USRR
Acquisition  Corp. (the "Company") and BANK ONE, INDIANA,  NATIONAL  ASSOCIATION
(the  "Bank"),  as  amended  and/or  restated  from  time to time  (the  "Credit
Agreement").Terms  which are defined in the Credit  Agreement  and which are not
otherwise  defined in this Application  shall when used in this Application have
the respective meanings ascribed to such terms in the Credit Agreement.

     Please  disburse the Requested  Advance by crediting the amount  thereof to
our Account No. _______________ maintained with the Bank.

     We  represent  and warrant to the Bank that as of the date of this  Advance
Request, and as of the date and time of our acceptance of the Requested Advance:

          (a)  Representations  and Warranties.  Each of the representations and
               warranties contained in the Credit Agreement is and shall be true
               and correct in all  material  respects at and as of such date and
               time, as though made at and as of such date and time, and each of
               the Loan  Documents  is and shall be in full  force and effect at
               and as of such date and time; and

          (b)  No Material Adverse  Changes/No  Event of Default.  (i) There has
               not been and  there  shall  not have  been any  material  adverse
               change in the assets or condition (financial or otherwise) of the
               Company  at and as of such  date  and  time,  as such  assets  or
               conditions are reflected in the Financial  Statements  which have
               been most  recently  provided  to the Bank  pursuant  to  Section
               5.01(b) of the Credit Agreement,  and (ii) no Event of Default or
               Unmatured  Event of Default has  occurred  and is  continuing  or
               shall have occurred and then be continuing at and as of such date
               and time,  or will occur  after  giving  effect to the  Requested
               Advance.

                                         Very truly yours,

                                         USRR ACQUISITION CORP.

                                          By:_____________________________

                                          Printed:_________________________

                                          Title:___________________________
                                         [President, Chief Executive Officer or
                                          Chief Financial Officer]




<PAGE>


                                    EXHIBIT B
                           BORROWING BASE CERTIFICATE

                 USRR ACQUISITION CORP. (the "Company"), in accordance with the
requirements of the Credit Agreement, dated as of December 29, 2000 (as amended
to date, "Credit Agreement"), between the Company, and Bank One, Indiana,
National Association (the "Bank"), hereby certifies to Bank One, Indiana,
National Association that: (a) the Company's Borrowing Base is ________, as
of______("Report Date"); (b) attached to this Borrowing Base Certificate is
supporting information and calculations showing the Company's determination of
the Borrowing Base as of the Report Date, and all figures and calculations
therein are true and correct as of the Report Date; (c) all Eligible Accounts
and Eligible Inventory reported therein are subject to a first priority,
perfected security interest in favor of the Bank; and (d) there has been no
material adverse change in the Eligible Accounts or Eligible Inventory since the
Report Date. Terms which are defined in the Credit Agreement shall have the same
meaning herein.

                 Date: ___________________



                                      USRR ACQUISITION CORP.


                                       By:

                                      Its:




<PAGE>


                          U.S. RUBBER RECLAIMING, INC.
                           BORROWING BASE CERTIFICATE

                                                           REPORTING DATE:


A.  1. Total Accounts Receivable                                       ________
    2. Less: Ineligible Accounts                              _________
       a.   Over 60 days past due                             _________
       b.   Insolvent debtor                                  _________
       c.   Not invoiced                                      _________
       d.   Not shipped                                       _________
       e.   Contra accounts                                   _________
       f.  Bank has no security interest                      _________
       g.  Due from affiliate                                 _________
       h.  Evidenced by chattel paper/notes                   _________
       i.   Account with 25% > 60 days past due               _________
    3. Total Ineligible Accounts (Sum of a through i)                  ________
    4. Eligible Accounts (Line 1 - Line 3)                             ________
    5. 80% of Eligible Accounts (Line 4 X 80%)                         ________

B. 6. Total Raw Material and Finished Goods Inventory*                 ________
    7. Less: Ineligible Inventory                                      ________
       a.  Consigned                                          _________
       b.  In transit/not on site                             _________
    8. Total Ineligible Inventory (a + b)                              ________
    9. Eligible Inventory (Line 6- Line 8)                             ________
   10. 50% of Eligible Inventory (Line 9 X 50%)                        ________
C. BORROWING BASE (Line 5+ Line 10)                                    ________
D. MAXIMUM AVAILABILITY**                                              ________
F. AVAILABILITY (Line D - Line E)


*    does not include Servaas  inventory with a current value of:  _____________
     (attach most recent sales reports and Certficate of Consigned Goods Status)

**   means the lesser of (i) the sum of $3,000,000.00, or (ii) the amount of the
     Borrowing Base.


<PAGE>
                                    EXHIBIT C

                         CAPITAL CONTRIBUTION AGREEMENT


                   This CAPITAL CONTRIBUTION AGREEMENT ("Agreement") is made as
of the 29th day of December, 2000, by OBSIDIAN CAPITAL PARTNERS, L.P., a
Delaware limited partnership ("OCP"), USRR ACQUISITION CORP., an Indiana
corporation ("Borrower"), and BANK ONE, INDIANA, NATIONAL ASSOCIATION (the
"Bank").


                                    Recitals

                  1. Concurrently with the execution of this Agreement the Bank
and Borrower are entering into a Credit Agreement, of even date (as the same may
hereafter be amended and/or restated from time to time and at any time, the
"Credit Agreement"), pursuant to which the Bank is to extend credit to Borrower,
subject to the fulfillment of certain conditions, including the execution and
delivery of this Agreement to the Bank by OCP and Borrower.

                  2. OCP, as of the date hereof, is the sole shareholder of
Borrower. OCP affirms Borrower as provided in the Credit Agreement. OCP further
affirms that: (i) OCP has by its execution of this Agreement that OCP desires
that the Bank enter into the Credit Agreement and extend the Revolving Loan,
Term Loan I, Term Loan II and Equipment Loan to determined that it is in the
best interests of Borrower and financially beneficial to Borrower for Borrower
to obtain credit from the Bank; (ii) OCP has received a copy of the Credit
Agreement and the other Loan Documents and is familiar with the terms of the
proposed credit extensions under and pursuant to the Credit Agreement; and (iii)
OCP hereby requests that the Bank extend the Loans to Borrower and any other
credit as from time to time Borrower may request from the Bank, and acknowledges
that this Agreement is executed to induce the Bank to execute the Credit
Agreement and to make the Loans and to extend such other credit as may be
extended from time to time under or pursuant to the Credit Agreement.


                                    Agreement

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by each of the parties to this Agreement, it is agreed as follows:

     1.  Definitions.  Terms  used in this  Agreement  which are  defined in the
Credit  Agreement and which are not otherwise  defined in this  Agreement  shall
have the same  meanings in this  Agreement as are ascribed to them in the Credit
Agreement.  In  addition,  as used  herein the  following  terms  shall have the
following meanings:

     (a)  "Contribution  Event" shall mean a failure of compliance  with Section
          5.0l(g)(2) of the Credit Agreement.

     (b)  "Contribution Maximum" shall have the meaning ascribed to such term in
          paragraph 2 of this Agreement.

     (c)  "Required  Cure Amount" shall mean that amount  determined by the Bank
          to be  necessary to cure and remedy any  Contribution  Event which has
          occurred.  If a  Contribution  Event occurs which cannot be cured with
          the  payment of money or which will not be fully  cured by the capital
          contributions  then  available to be made pursuant to this  Agreement,
          the  Required  Cure Amount shall be the full  remaining  amount of the
          Contribution  Maximum or such lesser sum as the Bank may  designate in
          its Request.

     (d)  "Request" shall have the meaning  ascribed to such term in paragraph 2
          of this Agreement.

     (e)  "Term" shall mean the period beginning with the date of this Agreement
          and ending on November 30, 2006.

     2. CapitaI  Contribution.  OCP covenants and agrees that, from time to time
upon the occurrence during the Term of this Agreement of any Contribution  Event
and the  subsequent  written  request by the Bank to OCP specifying the Required
Cure Amount for such  Contribution  Event  ("Request"),  OCP will make a capital
contribution in cash to Borrower in such Required Cure Amount; provided that the
aggregate amount of all such capital  contributions by OCP during the Term shall
not exceed the difference  between (a) 25% of the aggregate Capital  Commitments
(as such term is defined in OCP's Limited Partnership Agreement) of all Partners
of OCP, and (b) $880,000.00 (the "Contribution  Maximum"). The foregoing capital
contribution  covenant is for the  independent  benefit of the Bank and shall be
enforceable independently by the Bank without the participation or authorization
of Borrower.  All capital  contributions  made by OCP pursuant to this Agreement
will be made in respect to the capital  stock of  Borrower  owned by OCP and, if
Borrower  declines to do so,  without the issuance of any  additional  shares of
capital  stock of Borrower.  All capital  contributions  made by OCP pursuant to
this  Agreement  upon the issuance of a Request by the Bank shall be made within
ten (10) days after the date of delivery to OCP of the Request for such  capital
contribution  payment and shall be made by payment  directly to the Bank for the
account of Borrower by OCP.  Immediately upon such capital  contribution payment
being received it shall be applied by Borrower to the  Obligations in such order
as the Bank may  determine  (or,  if there are no  outstanding  balances  on the
Loans, held as cash collateral in an interest bearing account under the Security
Agreement).  OCP or  Borrower  shall  provide  such  confirmations  as the  Bank
reasonably may require of each capital  contribution  made pursuant to a Request
promptly  after  making  each such  capital  contribution.  In the event for any
reason this  Agreement  is deemed a  subscription  by OCP to make an  additional
capital  contribution to Borrower,  Borrower hereby assigns such subscription to
the Bank as security for the Obligations and agrees that such  subscription is a
general  intangible  subject to the security interests of the Bank granted under
the Security Agreement.

     3. Enforcement. OCP agrees that its strict performance of this Agreement is
necessary,  and  substantial  performance  in good  faith  shall  not be  deemed
sufficient performance. OCP agrees that its strict performance of this Agreement
is of the essence of this  undertaking  and  Agreement  and a primary basis upon
which the Bank is executing the Credit Agreement.  Therefore,  OCP hereby waives
any and all defenses,  whether legal or equitable,  which it might raise against
the Bank with respect to strict  enforcement  of this  Agreement and each of its
terms.  OCP  agrees  to pay to the  Bank all  reasonable  costs  and  reasonable
attorneys'  fees incurred by the Bank in the enforcement of this Agreement after
any default hereunder by OCP.

     4.  Notices.  Any Request or other notice to be given under this  Agreement
shall be in writing and shall be delivered by any method  permitted  for notices
under the terms of the Credit  Agreement and shall be addressed to the addresses
for the Bank and  Borrower  stated in the  Credit  Agreement  and for OCP to the
address noted beneath its. signature at the foot of this Agreement.

     5. Terms.  (a) The  obligations  of OCP under this  Agreement are absolute,
continuing  and  unconditional  and  shall  not be  released,  abated,  reduced,
terminated,  discharged, waived or otherwise affected by any agreement or action
of Borrower or any other  shareholder of Borrower or by any  additional  capital
contribution  made to  Borrower  by OCP or any other  Person  other  than  those
capital  contributions  which are made  pursuant  to a Request.  Notwithstanding
anything in this  Agreement or any of the other Loan  Documents to the contrary,
the Bank  shall  not be  obligated  to elect any other  remedy  before  making a
Request and it shall not be  obligated  to make a Request  before  pursuing  any
other right or remedy under any of the Loan Documents on or after the occurrence
of any Contribution Event. The Bank shall have the right, power and authority at
all times to exercise  all of its rights and remedies at law or equity and under
the Loan Documents  without first exercising any of its rights or remedies under
this  Agreement.  This  Agreement  shall  remain in full force and effect  until
expiration of the Term.

     (b) The Bank may from time to time and  without  notice to or consent  from
OCP,  and  without  affecting  in any  way the  obligations  of OCP  under  this
Agreement: (i) obtain a security interest or Lien in any property of Borrower or
any other  Person to  secure  all or any of the  Obligations;  (ii)  obtain  the
primary or  secondary  liability  of any Person in  addition  to  Borrower  with
respect  to all or any of the  Obligations;  (iii)  release  or  compromise  the
liability of any Person  primarily or secondarily  liable with respect to all or
any of the Obligations;  (iv) release in whole or in part any security  interest
or Lien  that the Bank now or  hereafter  may have to  secure  all or any of the
Obligations;  (v) increase the maximum  amount of the  Obligations  which may be
incurred  under the  Credit  Agreement  from time to time and at any time;  (vi)
amend or restate at any time and from time to time the Credit  Agreement  or any
of the other Loan  Documents;  or (vii) waive Events of Default under the Credit
Agreement or any of the other Loan Documents from time to time and at any time.

     6.  Modification.  No  modification,  amendment,  or alleged waiver of this
Agreement  or any  provision  hereof will be binding upon the party sought to be
bound unless in writing and signed by such party or a duly authorized officer or
agent thereof.

     7.  Waiver/Forbearance.  Notwithstanding  any  contrary  provision  in this
Agreement,  in the event the Bank  makes a  Request  for a capital  contribution
under this  Agreement and such capital  contribution  is timely made,  then such
capital  contribution  for all purposes under the Credit Agreement and the other
Loan  Documents  shall  be  deemed  to  have  been  made on the  date(s)  of the
occurrence of the Contribution Event or Contribution  Events which are the basis
for the Request. If a Request is made with respect to a Contribution Event which
may be remedied by the capital  contribution  identified in the Request,  and no
other Event of Default has occurred and is continuing, the Bank shall forbear in
the exercise of its right to accelerate the maturity of the  Obligations for the
ten (10) day period during which OCP is to make the capital  contribution  which
is the subject of the Request,  thereby giving OCP the opportunity to remedy the
Event of Default or Unmatured Event of Default which is the  Contribution  Event
during such ten (10) day period.  Such forbearance by the Bank shall not impair,
diminish  or  otherwise  affect any right or remedy of the Bank,  including  the
Bank's  right  to  refuse  to make  Advances  while  any  Event  of  Default  is
continuing,  and shall not  constitute  or give rise to a defense by Borrower to
any of the Obligations.

     8. Governing  Law. This Agreement and the  performance by the parties under
this Agreement shall be construed in accordance with and governed by the laws of
the State of Indiana.

     IN WITNESS WHEREOF,  this Agreement has been executed as of the 29th day of
December, 2000.

                           BANK ONE, INDIANA, NATIONAL
                           ASSOCIATION

                           By:_______________________________
                           Name: Brandt J. Burdick______________
                           Title: _Vice President_________________

                           OBSIDIAN CAPITAL PARTNERS, L.P.,
                           By:    Obsidian Capital Company, LLC, its general
                                  partner

                           By:________________________________
                           Name:  Timothy S. Durham____________
                           Title:    Managing Member____________

                           Address for notices to OCP:
                           Suite 3680 Bank One Tower
                           111 Monument Circle
                           Indianapolis, Indiana 46204

                           USRR ACQUISITION CORP.

                           By:_________________________________
                           Name:Christopher Caniff________________
                           Title:  Secretary_______________________

<PAGE>
                                    EXHIBIT D

                             SUBORDINATION AGREEMENT


     THIS  SUBORDINATION  AGREEMENT  ("Agreement") is made as of the 29th day of
December,  2000 (the "Effective  Date"), by SERVAAS,  INC. ("Junior  Creditor"),
USRR  ACQUISITION  CORP.  (the  "Company"),  and  BANK  ONE,  INDIANA,  NATIONAL
ASSOCIATION ("Bank One").

                                    Recitals

     1. The Company and Bank One are parties to a Credit Agreement, of even date
(such credit agreement, as it may be amended, modified,  restated,  extended, or
renewed from time to time being  referred to herein as the "Credit  Agreement"),
pursuant to which Bank One has agreed to extend to the Company certain loans and
financial  accommodations,  subject to the  fulfillment  of  certain  conditions
including the execution  and delivery of this  Agreement by Junior  Creditor and
the Company.

     2. As a material  inducement  to Bank One to extend  credit to the  Company
pursuant to the Credit Agreement, Bank One, Junior Creditor and the Company have
agreed  that the  Subordinated  Debt (as such term is defined  herein)  shall be
subordinated  to the  Obligations,  all in  accordance  with  the  terms of this
Agreement.

                                    Agreement

     NOW THEREFORE,  FOR VALUE RECEIVED,  and in  consideration of credit given,
being given and to be given, and of other financial  accommodations  afforded or
to be  afforded  by Bank One to the  Company,  Junior  Creditor  and the Company
hereby covenant to and agree with Bank One as follows:

     1. Subordination. All of the Subordinated Debt (as such term is hereinafter
defined) is hereby MADE  INFERIOR,  SUBJECT  AND  SUBORDINATE  in payment to the
prior final and indefeasible  payment and satisfaction of all of the Obligations
(as such term is hereinafter defined), subject to the terms of this Agreement.

     As used in this Agreement,  the term  "Obligations"  shall mean all present
and future  indebtedness,  obligations  and  liabilities,  and all  renewals and
extensions  thereof,  now or  hereafter  owed by the  Company to Bank One or its
successors and assigns,  or any Refinancing  Lender (as such term is hereinafter
defined),  including  without  limitation  all  indebtedness,   liabilities  and
indebtedness  arising under, in connection with, pursuant to or by virtue of the
Credit  Agreement or any other of the "Loan  Documents" (as such term is defined
in the Credit  Agreement),  or any Interest Rate Agreements  between the Company
and  Bank  One,  or any  Refinancing  Documents  (as  such  term is  hereinafter
defined),  whether such  indebtedness,  obligations  and liabilities are direct,
indirect,  principal,  interest,  fees or other charges,  reimbursement amounts,
indemnification amounts, fixed,  contingent,  liquidated,  unliquidated,  joint,
several,  joint and several,  and whether  such  indebtedness,  liabilities  and
obligations now exist or hereafter  arise, and whether Bank One is now obligated
to extend  such  indebtedness,  obligations  and  liabilities  to the Company or
undertakes  such obligation at any time after the Effective Date, as well as all
costs, expenses and attorneys' fees incurred by Senior Creditor (as such term is
hereinafter  defined) in collecting  the  Obligations  and  enforcing  rights or
remedies of Senior Creditor  against the Company or against any collateral which
secures all or any part of the  indebtedness,  obligations and liabilities which
otherwise are a part of the Obligations.

     As used in this Agreement,  the term "Subordinated  Debt" shall mean all of
the  present  and future  indebtedness,  obligations  and  liabilities,  and all
renewals and  extensions  thereof,  now or hereafter  owed by the Company to the
Junior  Creditor,  or its  successors  and  assigns,  or to any other  holder or
assignee of all or any of the Subordinated  Notes or the Supply Agreement or any
rights therein  (Junior  Creditor and all other such assignees and holders,  and
their  respective  successors  and  assigns,   being  referred  to  herein  both
individually and collectively as "Subordinated  Creditor"),  howsoever evidenced
and whether or not evidenced by the Subordinated  Note or the Supply  Agreement,
and whether such indebtedness, obligations and liabilities are direct, indirect,
principal,   interest,   fees   or   other   charges,   reimbursement   amounts,
indemnification amounts, fixed,  contingent,  liquidated,  unliquidated,  joint,
several,  joint and several,  and whether  such  indebtedness,  liabilities  and
obligations now exist or hereafter arise, and whether any Junior Creditor or any
other  Subordinated  Creditor  is now  obligated  to extend  such  indebtedness,
obligations  and liabilities to the Company or undertakes such obligation at any
time after the Effective  Date, as well as all  collection  costs and attorneys'
fees incurred by Subordinated  Creditor in collecting the Subordinated  Debt and
enforcing rights or remedies against the Company or against any collateral which
secures all or any part of the Subordinated Debt.

     As used in this Agreement,  the term  "Intercreditor  Agreement" means that
certain  Intercreditor  Agreement,  of even  date,  between  Bank One and Junior
Creditor (the "Intercreditor Agreement").

     As used in this Agreement,  the term "Subordinated Note" means that certain
Subordinated  Secured  Promissory Note dated December 29, 2000, in the principal
sum of  $1,750,000.00,  executed by the Company to the order of Junior Creditor,
and  all  extensions,  renewals,  amendments,   modifications  and  replacements
thereof.

     As used in this Agreement,  the term "Supply  Agreement" means that certain
Supply and Consignment  Agreement,  dated December 29, 2000, between the Company
and Junior Creditor.

     As  used  in  this  Agreement,   the  term   "Refinancing   Lender"  means,
collectively,  any Person or Persons  to which  Bank One or its  successors  and
assigns,  at any time and from time to time hereafter assigns all or any part of
the Obligations (including without limiting the generality of the foregoing, any
Person  which by amendment  to the Credit  Agreement  becomes a lender under the
Credit  Agreement)  or which at any time  and  from  time to time  purchases  or
refinances all or any of the Obligations and which is identified to Subordinated
Creditor by written notice from a Senior  Creditor,  which notice shall give the
name of such  lender and its  address  and fax number  for  purposes  of notices
hereunder,  and shall  identify the  Refinancing  Documents with respect to such
lender.

     As  used  in  this  Agreement,  the  term  "Refinancing  Documents"  means,
collectively, the loan agreements and notes and/or the leases which evidence the
Obligations  outstanding  to any  Refinancing  Lender or  pursuant to which such
Obligations  arise,  as the  same  from  time to time may be  amended,  renewed,
extended and/or restated.

     As used in this  Agreement,  the term "Interest Rate  Agreement"  means any
interest rate hedging agreement, interest rate swap agreement, interest rate cap
agreement,  or other interest rate protection  agreement or arrangement designed
to protect the Company against fluctuations in interest rates.

     As used in this Agreement, the term "Senior Creditor" means,  collectively,
Bank One, the successors and assigns of Bank One, and each Refinancing Lender.

     As used in this  Agreement,  the  term  "Person"  means  an  individual,  a
corporation,  a limited or general  partnership,  a limited liability company, a
joint venture, a trust or unincorporated  organization, a joint stock company or
other similar  organization,  or any other legal entity,  and the term "Persons"
means more than one Person.

     Until that date when all of the Obligations have been paid and satisfied in
full and no Obligations  thereafter may arise under the Credit  Agreement or any
outstanding  Refinancing  Documents (the "Termination Date"), unless a "Default"
or "Event of Default" (as each of such terms is defined in the Credit  Agreement
or any  Refinancing  Document)  has  occurred  and is  continuing  and a  Senior
Creditor has given written notice thereof to  Subordinated  Creditor (a "Default
Notice"),  the Company may pay to  Subordinated  Creditor  and the  Subordinated
Creditor  may  receive  from the  Company  only the  following  payments  of the
Subordinated  Debt  (collectively,  the  "Permitted  Payments"):  (a)  scheduled
monthly  payments of the purchase  price of  inventory  purchased by the Company
under  the  Supply  Agreement,  provided  that  no  such  payment  shall  exceed
$41,667.00;  (b)  scheduled  monthly  payments of  interest on the  indebtedness
evidenced by the  Subordinated  Note which  become,  due and payable on or after
February 1, 2001, so long as the rate of interest for the interest actually paid
to Subordinated  Creditor on account of such indebtedness does not exceed 14% at
any time prior to March 31,  2001,  or 20% at any time  thereafter;  and (c) any
payments described in clauses (a) or (b) which become due and payable during any
period a Default  Notice  is in  effect  and  which  would  have been  Permitted
Payments  but for the  existence  of the  Default  Notice,  if and  only if such
payments  are paid  after such  Default  Notice is  withdrawn  in writing by the
Senior  Creditor  giving such Default  Notice and no other Default  Notice is in
effect and not withdrawn at the time such payment is made, and such payment will
not cause a" Default" or an "Event of Default" (as such terms are defined in the
Credit Agreement or any Refinancing Document) to occur or exist.

     Until  the  Termination  Date  and  except  as  permitted  by the  terms of
paragraph 8 of this Agreement, Subordinated Creditor will not, without the prior
written consent of Senior Creditor:

          a. Demand,  seek or accept any payment or prepayment by the Company of
     the Subordinated Debt, other than Permitted Payments;

          b. Assign or subordinate in favor of any other Person, any part of the
     Subordinated Debt or any right, claim or interest in or to the Subordinated
     Debt, except to~ a Person who agrees  unconditionally  in a valid,  binding
     and  enforceable  writing  in  form  and  substance  acceptable  to  Senior
     Creditor,  duly executed and delivered to Senior  Creditor,  to be bound by
     this Subordination Agreement;

          c.  Commence or join with any other Person who claims to be a creditor
     of the Company in commencing any bankruptcy,  reorganization  or insolvency
     proceeding against the Company.

     2. Receipt of Prohibited  Payment. In the event any payment of Subordinated
Debt (whether principal or interest or other amount and including any payment of
interest  or  adequate  protection  or fees or costs made by the  Company,  as a
debtor-in-possession,  or its trustee in any bankruptcy proceeding) which is not
a Permitted  Payment is paid to or received by  Subordinated  Creditor (any such
payment  being  referred  to  herein  as a  "Prohibited  Payment")  prior to the
Termination  Date,  such  Prohibited  Payment  shall be deemed to be held by the
recipient  Subordinated Creditor as the property of and in trust for the benefit
of the  Senior  Creditor  to  whom  Obligations  are  then  outstanding  and the
recipient  Subordinated  Creditor  shall  immediately  deliver  such  Prohibited
Payment to Bank One or any other  Senior  Creditor  designated  by Bank One,  in
precisely  the form  received  (to the  extent it is  possible  to  deliver  the
Prohibited  Payment  in  that  form),  except  for the  Subordinated  Creditor's
endorsement  when  necessary,  for  application  against the Obligations in such
order as Senior  Creditor may  determine.  The  preceding  sentence  shall apply
regardless  of whether  such  Prohibited  Payment is made by the  Company or any
other  Person.  In  addition,  so  long as any  portion  of the  Obligations  is
outstanding or remains  unsatisfied,  none of the Subordinated Debt, directly or
indirectly,  shall  be  reduced,  paid or  satisfied  in whole or in part in any
manner by way of  counterclaim,  setoff,  offset or charge back by  Subordinated
Creditor.

     3.  Subordination of Liens.  Except as provided in Section 4, and except as
otherwise  provided in the Intercreditor  Agreement,  any and all right,  title,
liens  (including  judgment  liens),  security  interests,   pledges,   charges,
encumbrances,  mortgages,  deeds of trust or  similar  arrangement  or  interest
(collectively referred to herein as "Liens", and individually as a "Lien") which
Subordinated  Creditor may acquire in any asset or property (whether tangible or
intangible and whether real or personal) of any Person to secure all or any part
of the  Subordinated  Debt,  whether  such  asset or  property  is now  owned or
hereafter  acquired or now existing or hereafter  created and wherever  located,
are hereby unconditionally subordinated and made unconditionally subordinate and
junior in right of priority and rank to and  subordinate to any and all security
interests,  deeds of trust,  mortgages  and other  Liens  Bank One and any other
Senior  Creditor  have or may  have  now or at any  time  hereafter  in the same
property. The priorities provided for in this Agreement shall apply:

          (a)  without  regard to the time or order of  attachment,  perfection,
     filing or recording of any Lien, or document granting,  evidencing,  giving
     notice of or perfecting any Lien, to secure the obligations of the Company,
     or the failure to give any notice of the existence,  holding or acquisition
     or expected acquisition of any such Lien;

          (b) notwithstanding  anything to the contrary in the provisions of the
     United  States  Bankruptcy  Code  or the  Uniform  Commercial  Code  in any
     relevant  state of the United States or the laws of the State of Indiana or
     any  other  relevant  state,  Which  relate  to the  priority  of  security
     interests, deeds of trust, mortgages and any other Lien;

          (c) with respect to  Subordinated  Debt of the Company to Subordinated
     Creditor,  and of  the  Obligations  of the  Company  to  Senior  Creditor,
     whenever made, created or acquired; and

          (d)  notwithstanding  the  lapse of  perfection  of any Lien of Senior
     Creditor  or  the   failure  of  Senior   Creditor  to  perfect  any  Lien.
     Subordinated  Creditor  also  agrees  to  execute  any other  documents  or
     financing  statements  reasonably  required by Bank One or any other Senior
     Creditor to  effectuate,  confirm or to give public notice of the terms and
     provisions of this Agreement.

Notwithstanding the terms and provisions of this Section 3, and except as
otherwise provided in the Intercreditor Agreement, Junior Creditor acknowledges
that none of the Subordinated Debt may be secured by any Lien on any asset of
the Company except with the prior written consent of Bank One.

     4.  Covenants.  Junior  Creditor  and the  Company  each  hereby  severally
covenant and warrant to Senior Creditor that, until the Termination Date:

          (a) Subordinated Creditor shall not be granted or take or hold, by way
     of direct  grant from the Company or  indirectly  by way of  assignment  or
     otherwise,  any Lien or other right or interest in any asset or property of
     the Company,  whether now existing or hereafter  arising,  to secure all or
     any  part  of the  Subordinated  Debt,  and  except  that  nothing  in this
     Agreement shall prohibit  Subordinated Creditor from creating or perfecting
     a judgment Lien against  assets of the Company which arises from a judgment
     obtained  in a lawsuit  permitted  to be filed  under this  Agreement,  but
     payment  and  collection  of each such  judgment  or in respect of all such
     judgment Liens shall continue to be fully and unconditionally  subordinated
     to the  Obligations  as provided in this  Agreement and the priority of all
     such  judgment  Liens  shall  continue  to  be  fully  and  unconditionally
     subordinate and junior in right of priority and rank to and subordinated to
     any and all Liens held or asserted by Bank One or any other Senior Creditor
     as  security  for all or any  part of the  Obligations  in or to any of the
     property or assets subject to such judgment Liens.

          (b) No promissory  note,  instrument or other evidence of indebtedness
     has  been  or  hereafter  may  be or  will  be  issued  by the  Company  to
     Subordinated  Creditor,  directly or indirectly,  in connection  with or to
     evidence any of the  Subordinated  Debt unless it shall contain in the body
     thereof  a  conspicuous  statement  or  notation  (in  form  and  substance
     reasonably satisfactory to Senior Creditor) indicating that such instrument
     and the  Subordinated  Debt evidenced by it are  subordinated to all of the
     Obligations and are subject to this Agreement.

          (c) If the Company  defaults on the  Subordinated  Debt or any portion
     thereof or if Subordinated  Creditor accelerates the maturity of any of the
     Subordinated Debt,  Subordinated Creditor shall give Bank One and any other
     Senior  Creditor  which  has  by  written  notice   identified   itself  to
     Subordinated  Creditor,  written notice of the default or acceleration,  as
     applicable,  which written  notice shall be given within seven (7) calendar
     days after  Subordinated  Creditor  learns of each such  default and within
     three (3) calendar days of the date Subordinated  Creditor  accelerates the
     maturity of any of the Subordinated Debt.  However,  except as permitted by
     the Intercreditor Agreement,  regardless of the Company's default on any of
     the Subordinated  Debt,  Subordinated  Creditor will not seek to foreclose,
     exercise any remedies as a secured party under the Uniform  Commercial Code
     or  other  applicable  law,  or  otherwise  realize  upon any Lien or other
     security for all or any of the Subordinated Debt, and Subordinated Creditor
     shall have no right to foreclose, exercise such remedies as a secured party
     or otherwise  realize on any such Lien or other security,  until and unless
     the  Foreclosure  Date (as defined  hereinafter)  shall have occurred.  The
     exercise of any power of attorney  granted to Subordinated  Creditor by the
     Company under or in connection with any security agreement,  mortgage, deed
     of trust or other Lien document  shall  constitute the exercise of remedies
     as a secured creditor and is therefor restricted as stated in the foregoing
     sentence.

          (d) No guaranty of payment or collection or grant of any Lien shall be
     obtained or held at any time by  Subordinated  Creditor as security for all
     or any part of the  Subordinated  Debt from any  subsidiary or affiliate of
     the Company,  except for the pledge by Obsidian Capital  Partners,  L.P. of
     the stock of the Company  under and pursuant to that  certain  Stock Pledge
     Agreement dated December 29, 2000,  executed by Obsidian Capital  Partners,
     L.P. to secure the Subordinated Note.

          (e) If at any time  after a Default  Notice  is given  and while  such
     Default Notice is  outstanding  and not  withdrawn,  the Company,  with the
     consent of Senior  Creditor,  elects to sell any of its assets or  property
     for a  reasonably  equivalent  value and for  cash,  with the  entire  cash
     proceeds of such sale (net only of reasonable  costs and expenses  incurred
     by the Company to consummate such sale) to be paid to Senior Creditor to be
     applied  against   outstanding   Obligations  and  with  a  concurrent  and
     corresponding  permanent  reduction in the amount of the Senior  Creditor's
     lending commitment,  then Subordinated  Creditor shall provide a consent to
     such sale and payment and shall  release and  terminate any Liens then held
     by Subordinated  Creditor in the asset or property being sold  concurrently
     with the closing of the sale (provided that any net cash proceeds from such
     sale which are in excess of the  outstanding  Obligations  shall be paid to
     Subordinated Creditor for application against the Subordinated Debt).

     5.  Distributions.  Upon  any  distribution  of any of  the  assets  of the
Company, whether by reason of sale,  reorganization,  liquidation,  dissolution,
arrangement, bankruptcy, receivership,  assignment for the benefit of creditors,
foreclosure or otherwise,  Senior  Creditor shall be entitled to receive payment
in full of all of the Obligations prior to the payment of all or any part of the
Subordinated  Debt. In the event of any  insolvency  or  bankruptcy  proceedings
relative to the Company,  Subordinated  Creditor will not vote the  Subordinated
Debt in favor of any plan unless the  treatment  of the  Obligations  under that
plan  complies  with 11 U.S.C.  ss.  11  29(b)(2)(A)(i)  and (ii).  In the event
Subordinated  Creditor  shall receive any money,  securities  or other  property
distributed   on  account   of  any   liquidation,   bankruptcy,   receivership,
reorganization,  assignment  for the benefit of creditors or similar  proceeding
with  respect to the  Company,  Subordinated  Creditor  shall  hold such  money,
securities or other  property in trust for the benefit of Bank One and any other
Senior Creditor to whom  Obligations are then  outstanding and shall deliver any
such property to Bank One, as representative of Senior Creditor, for application
to payment of the  Obligations,  in the same form as received,  adding only such
endorsements  or  assignments  as may be  necessary  to perfect the title of the
Senior Creditor to such property, for application to the Obligations. Any excess
of such property remaining after satisfaction of all of the Obligations shall be
returned to  Subordinated  Creditor.  Senior  Creditor may liquidate any noncash
property  received  from  Subordinated  Creditor  pursuant to provisions of this
section in the manner in which  collateral may be liquidated  under the terms of
the  Uniform  Commercial  Code as  enacted  in the  State of  Indiana,  and such
property may be liquidated in any order that Senior  Creditor shall determine in
the exercise of Senior Creditor's sole discretion.  Nothing in this Section 5 or
otherwise  in this  Agreement  shall  prevent  Junior  Creditor  from  receiving
Permitted  Junior  Securities.  As used herein,  "Permitted  Junior  Securities"
means,  with respect to a payment or  distribution:  (a) debt  securities of the
Company or any successor  corporation or legal entity  provided for under a plan
of  reorganization  or the like that are  subordinated to the  Obligations  then
outstanding at least to the same extent as the Subordinated Debt is subordinated
to the Obligations then outstanding; and (b) equity securities of the Company or
any  successor  corporation  or  legal  entity  provided  for  under  a plan  of
reorganization  or the like,  so long as the  Company or such  successor  has no
obligation  to  repurchase  or redeem all or any part of such equity  securities
before the  Obligations  have been paid in full,  and the  Company  and any such
successor  corporation are prohibited from making or paying with respect to such
equity  securities  any  dividend  or  other  distribution  which  would  not be
permitted by the terms of the Credit  Agreement  if made by the Company.  To the
extent  permitted by  applicable  law,  subject to payment in full of all of the
Obligations,  Subordinated  Creditor shall be subrogated to the rights of Senior
Creditor  to  receive  payments  or  distributions  of  assets  of or  ownership
interests in the Company made on the Obligations.

     6.  Subordination  Absolute.  The subordination of the Subordinated Debt to
the Obligations and the  subordination of security  interests and Liens pursuant
to Section 3 of this Agreement (the "Lien  Subordination")  shall be as provided
in this  Agreement and Bank One and any other Senior  Creditor from time to time
may, without the consent of or any notice to Subordinated  Creditor, and without
affecting, waiving, diminishing,  altering, terminating,  releasing or impairing
in any respect or manner the  unconditional  subordination  of the  Subordinated
Debt to the  Obligations  or the Lien  Subordination:  (i)  obtain a Lien in any
property  or asset to secure  all or any of the  Obligations;  (ii)  obtain  the
primary or  secondary  liability  of any Person or  Persons in  addition  to the
Company  with  respect to all or any of the  Obligations;  (iii) extend or renew
from time to time any of the  Obligations for any period or periods beyond their
original due dates; (iv) release or compromise any liability of any other Person
or Persons  primarily  or  secondarily  liable with respect to all or any of the
Obligations;  (v)  release  any  security  interest  or other  Lien that  Senior
Creditor might now have or hereafter  obtain in any property or assets  securing
all or any of the  Obligations  and permit any  substitution  or exchange of any
such~  property or assets;  (vi) waive (either  entirely or for a stated period)
non-compliance by the Company with any of the terms, provisions and covenants of
the Credit  Agreement,  any of the  Refinancing  Documents,  any  Interest  Rate
Agreements,  or any of the other Loan  Documents (as such term is defined in the
Credit Agreement);  and (vii) amend,  modify and/or restate at any time and from
time to  time  the  Credit  Agreement,  any of the  Refinancing  Documents,  any
Interest Rate  Agreements,  or any of the other Loan  Documents (as such term is
defined  in  the  Credit  Agreement),  including  without  limitation  any  such
amendment  which may or will increase  interest  rates on all or any part of the
principal of the Obligations,  increase or add other charges and fees to be paid
by the Company to Senior  Creditor,  or  increase  the  aggregate  amount of the
Obligations,  so long as the aggregate  principal  amount of the Obligations may
not exceed at any time the sum of $9,500,000.00.

     7. Avoided  Payments.  If at any time any payment or payments of any of the
Obligations  to Senior  Creditor are  invalidated,  declared to be fraudulent or
preferential,  set  aside,  rescinded  and/or  required  to be  repaid by Senior
Creditor to a trustee,  receiver or any other party under any  bankruptcy act or
code, state or federal law, common law or equitable doctrine, then to the extent
of any sum not finally  retained  by Senior  Creditor,  Subordinated  Creditor's
obligations to Senior Creditor under this Agreement shall be reinstated and this
Agreement  shall remain in full force and effect (or be  reinstated)  until full
and final payment shall have been made to Senior Creditor. Subordinated Creditor
shall hold in trust for Senior  Creditor and promptly  remit to Senior  Creditor
any  payments  received by  Subordinated  Creditor  from the Company  after such
invalidated,  rescinded,  avoided or returned  payments,  above described,  were
originally made.

     8.  Standstill.  Except as  expressly  provided  in this  Section 8 of this
Agreement,  Subordinated  Creditor will not sue for or commence any legal action
or proceeding  against the Company,  or take any other action in exercise of any
remedy  which  it may  have as a  creditor  to  collect  all or any  part of the
Subordinated  Debt, or to realize on any collateral for the  Subordinated  Debt,
including without  limitation the commencement alone or with any other Person of
any bankruptcy,  reorganization or insolvency  proceeding against the Company or
Obsidian Capital Partner, L.P.  (collectively,  "Litigation Actions").  From and
after the later of that date which is two hundred forty (240) calendar days from
the date  Subordinated  Creditor  receives a Default Notice from Senior Creditor
and that date which is one  hundred  twenty  (120)  calendar  days from the date
Senior Creditor receives written notice from Subordinated  Creditor stating that
Subordinated  Creditor  intends  to  commence  one or  more  Litigation  Actions
("Junior Creditor  Notice"),  Subordinated  Creditor may commence any Litigation
Actions;  provided,  however, that no such Litigation Action may be commenced or
prosecuted to enforce or exercise any right or remedy of  Subordinated  Creditor
with  respect to any Lien it may hold or assert as security  for all or any part
of the Subordinated Debt until that date (the "Foreclosure Date") which is three
hundred  and sixty  five (365)  calendar  days  after the date  Senior  Creditor
receives a Junior Creditor  Notice which has not been  withdrawn;  and provided,
further,  that each payment,  collection or other recovery of Subordinated  Debt
received or made by Subordinated  Creditor after its receipt of a Default Notice
and until such Default  Notice is withdrawn  by the Senior  Creditor  issuing it
shall be deemed to be and for all purposes shall constitute a Prohibited Payment
subject to the requirements of paragraph 2 of this Agreement.

     Nothing in this  paragraph 8 shall  prohibit  Junior  Creditor  from taking
possession  of,  removing,  and selling  Specified  Inventory (as defined in the
Intercreditor  Agreement)  to the extent  and when such  actions  are  permitted
under, and in accordance with the terms of, the Intercreditor Agreement.

     9. Marshalling Waiver.  Junior Creditor, on its own behalf and on behalf of
its  successors  and  assigns  and all others  who are or become a  Subordinated
Creditor,  hereby expressly waives all rights,  if any, to require a marshalling
of assets by Senior  Creditor or to require that Senior Creditor first resort to
some or any  portion  of any  collateral  securing  the  Obligations  to  Senior
Creditor before foreclosing upon, selling or otherwise  realizing on any portion
thereof.

     10. Conflict with Credit  Agreement/Subordinated Note- Required Consent. In
the event there is an express  conflict  between the terms and provisions of the
Credit Agreement or any Refinancing Document,  and of this Agreement,  the terms
and conditions of this Agreement shall govern and control.

     11. Conflict with Supplv Agreement/l  Intercreditor Agreement. In the event
there  is  an  express   conflict  between  the  terms  and  provisions  of  the
Intercreditor Agreement and this Subordination Agreement, as they pertain to the
Specified Inventory (as defined in the Intercreditor  Agreement),  the terms and
conditions of the Intercreditor Agreement shall govern and control.

     12. Enforcement and Benefit. Senior Creditor may require the Company and/or
Subordinated  Creditor to furnish Senior Creditor with other or further evidence
of the subordinations provided herein when and as reasonably deemed necessary or
appropriate  by  Senior  Creditor  in the  exercise  of Senior  Creditor's  sole
discretion. In addition, the Company shall permit Senior Creditor to have access
from time to time during  normal  business  hours to their  respective  books of
account with respect to the Subordinated Debt.

     13. Modification. No modification,  amendment,  extension or alleged waiver
of this Agreement or any provision thereof will be binding upon the party sought
to be bound  unless in writing  and  signed by such  party or a duly  authorized
officer or agent thereof.

     14.  Governing Law. This Agreement and the performance by the parties under
this  Agreement  shall be construed in accordance  with the laws of the State of
Indiana,  and any action or proceeding  that may be brought,  arising out of, in
connection  with or related to this  Agreement  shall be governed by the laws of
the State of Indiana.

     15.  Captions.  The captions used in this Agreement are for convenience and
identification  purposes  only, are not integral parts of this Agreement and are
not to be considered in the interpretation of this Agreement.

     16.  Notices.  Any notice given under or with respect to this  Agreement to
Bank One,  the  Company or  Subordinated  Creditor  shall be in writing  and, if
delivered by hand or sent by overnight courier service,  shall be deemed to have
been given when  delivered  and,  if mailed,  shall be deemed to have been given
five (5) days after the date when sent by registered or certified mail,  postage
prepaid, and addressed to. Bank One, the Company or Subordinated Creditor at its
address shown below,  or at such other address as any such party may, by written
notice to the other party to this Agreement,  have designated as its address for
such purpose. The addresses referred to above are as follows:


        Company:                 Company: USRR Acquisition Corp.
                                 2000 Rubberway Road
                                 Vicksburg, Mississippi 39182
                                 Attention: President

        Bank One:                Bank One, Indiana, National Association
                                 111 Monument Circle, IN 1-0044
                                 Indianapolis, Indiana 46277
                                 Attn: Brandt Burdick

        Subordinated Creditor:   SerVaas, Inc.
                                 Attn.: BeurtSerVaas
                                 1100 Waterway Boulevard
                                 Indianapolis, IN 46202

     17. Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the  benefit of the  Company,  Subordinated  Creditor,  Bank One,  each
Refinancing  Lender,  and the  respective  successors and assigns of each of the
foregoing.

     18. Counterparts.  This Agreement may be executed, by original or facsimile
signatures,  in two or more  counterparts,  each of which  shall  constitute  an
original  , but all of  which  when  taken  together  shall  constitute  but one
agreement.

     19. Waiver of Jury Trial:  Jurisdiction.  THE COMPANY, JUNIOR CREDITOR, AND
BANK ONE EACH HEREBY  VOLUNTARILY,  KNOWINGLY,  IRREVOCABLY AND  UNCONDITIONALLY
WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY DISPUTE  (WHETHER
BASED  UPON  CONTRACT,  TORT OR  OTHERWISE)  BETWEEN OR AMONG  SENIOR  CREDITOR,
SUBORDINATED  CREDITOR AND/OR THE COMPANY,  ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK ONE TO ENTER
INTO THE CREDIT  AGREEMENT AND TO PROVIDE THE FINANCING  DESCRIBED IN THE CREDIT
AGREEMENT.  NONE OF THE PARTIES TO THIS AGREEMENT  WILL SEEK TO CONSOLIDATE  ANY
SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED.  JUNIOR  CREDITOR AGREES THAT THE
COURTS OF THE STATE OF INDIANA LOCATED IN INDIANAPOLIS,  INDIANA, HAVE EXCLUSIVE
JURISDICTION  OVER ANY AND ALL ACTIONS AND PROCEEDINGS  INVOLVING THIS AGREEMENT
OR ANY OTHER  AGREEMENT MADE IN CONNECTION  HEREWITH AND JUNIOR  CREDITOR HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY  AGREES TO SUBMIT TO THE  JURISDICTION OF SUCH
COURTS FOR PURPOSES OF ANY SUCH ACTION OR  PROCEEDING.  JUNIOR  CREDITOR  HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES ANY OBJECTION THAT JUNIOR CREDITOR MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR  PROCEEDING,  INCLUDING
ANY CLAIM THAT SUCH COURT IS AN INCONVENIENT  FORUM,  AND CONSENTS TO SERVICE OF
PROCESS PROVIDED THE SAME IS IN ACCORDANCE WITH THE TERMS HEREOF. FINAL JUDGMENT
IN ANY SUCH PROCEEDING  AFTER ALL APPEALS HAVE BEEN EXHAUSTED OR WAIVED SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT.

     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement by their  respective  duly  authorized  signatories as of the date and
year first set forth above.

                                    SERVAAS, INC.


                                    By:_____________________________________
                                    Name:___________________________________
                                    Title: ____________________________________

                                                             "Junior Creditor"

                                    USRR ACQUISITION CORP.

                                    By:______________________________________
                                    Name:________Christopher Caniff____________
                                    Title: ________Secretary___________________


                                                               "Company"

                                    BANK ONE, INDIANA, NATIONAL ASSOCIATION

                                    By:______________________________________
                                    Name:  _________Brandt J. Burdick__________
                                    Title:__________Vice President______________

                                                                "Bank One"

STATE OF INDIANA      )
                      ) ss:
COUNTY OF_____________)

     Before me, a Notary  Public in and for said  County  and State,  personally
appeared  _________________________________________who,  having  been first duly
sworn,  acknowledged the execution of the foregoing  Subordination Agreement for
and on behalf of the Junior Creditor.

         Witness my hand and Notarial Seal this 29th day of December, 2000.

                                        ------------------------------------
                                        Printed Name:________________________

I am a resident of___________ County My commission expires:


<PAGE>


                                    EXHIBIT E


                             INTERCREDITOR AGREEMENT


         THIS INTERCREDITOR AGREEMENT ("Agreement") is executed as of this 29th
day of December, 2000, by BANK ONE, INDIANA, NATIONAL ASSOCIATION (the "Bank")
and SERVAAS, INC. ("Creditor").

                                    Recitals

         1. Under and pursuant to that certain Credit Agreement dated as of
December 29, 2000, between USRR Acquisition Corp. ("Borrower") and the Bank
(such credit agreement, as has been and as it may be amended, modified,
restated, extended, or renewed from time to time being referred to herein as the
"Credit Agreement"), Borrower has granted to the Bank security interests and
liens in all Borrower's real and personal property, now owned and existing or
hereafter acquired and arising (the "Bank Collateral"), which includes, without
limitation, all Borrower's inventory of road worn domestic and foreign scrap
inner tubes and factory reject tubes ("Scrap Butyl"), as security for (i) all of
the indebtedness, obligations and liabilities of Borrower to the Bank, whenever
arising, under or pursuant to the Credit Agreement or any of the Bank Documents
(including, but not limited to, any interest accruing after the occurrence of a
filing of a petition of bankruptcy under the Bankruptcy Code with respect to
Borrower or any of its subsidiaries, regardless of whether such interest is an
allowed claim under the Bankruptcy Code), and all renewals and extensions
thereof, (ii) all liabilities and obligations, whenever arising, owing from the
Borrower or any of its subsidiaries to the Bank, or any affiliate of the Bank,
arising under any agreement entered into to protect against fluctuations in
interest rates, or currency or raw materials values, and (iii) all costs,
expenses and attorneys fees incurred by the Bank in the enforcement or
collection thereof (collectively, the "Bank Obligations"). All of the documents,
instruments, and agreements by, between or among the Bank and Borrower
evidencing all or any part of the Bank Obligations, creating in favor of the
Bank security interests or liens in all or any part of the Bank Collateral, or
otherwise executed in connection with or related to any of the foregoing, as
amended, modified, and/or restated from time to time, are referred to
collectively as the "Bank Documents".

         2. Borrower has entered into a Supply and Consignment Agreement in the
form attached to this Agreement as Exhibit B (the "Supply Agreement") with
Creditor pursuant to which Creditor will sell to Borrower on consignment
6,400,000 pounds of Scrap Butyl owned by Creditor (collectively, the "Specified
Inventory") in monthly orders of not less than 266,667 pounds each. All
obligations, liabilities and responsibilities of Borrower to Creditor under the
Supply Agreement are referred to herein collectively as the "Creditor
Obligations".

         3. The Specified Inventory is now and will continue to be located on
the premises of Borrower at 2000 Rubberway Road, Vicksburg, Mississippi, and
will be commingled with and indistinguishable from other Scrap Butyl on the
premises of Borrower. Therefore, the Bank and the Creditor are entering into
this Agreement to establish their agreement and understanding with respect to
their respective interests in Scrap Butyl Inventory (as defined below), and
other matters set forth herein.

                                    Agreement

         NOW THEREFORE, in consideration of the foregoing, and the mutual
covenants and agreements of the parties herein, the Bank and Creditor agree as
follows:

         1. Priorities. Notwithstanding the date, manner, or order of perfection
of the ownership or security interests of Creditor and the Bank in Borrower's
right, title and interest in Scrap Butyl owned by or consigned to Borrower and
proceeds thereof (the "Scrap Butyl Inventory"), and notwithstanding any
provisions of the Uniform Commercial Code (as in effect in any jurisdiction), or
any applicable law or decision, or any provision of the Bank Documents or the
Supply Agreement, or whether the Bank or Creditor, or any of their respective
agents, has possession of the Scrap Butyl, as between the Bank and Creditor:

         (a) Creditor shall be deemed to be the owner of, and shall have a first
and prior interest (or, in the event the Supply Agreement is deemed to create a
security interest in favor of Creditor in the Specified Inventory securing the
Creditor Obligations, a first and prior security interest) in (I) a portion of
the Specified Inventory not exceeding at any time the lesser of(A) the balance
of the "SerVaas Scrap Butyl" (as defined in the Supply Agreement), not yet used
in Borrower's production, as determined by reference to the books and records of
Borrower, or (B) the balance of the "SerVaas Scrap Butyl" not yet used in
Borrower's production, as certified by Borrower to Creditor in the report of
sales or Certification of Consigned Goods Status most recently delivered by
Borrower to Creditor pursuant to the Supply Agreement and to the Bank, reduced
by 266,667 pounds for each period of 30 days that has elapsed since the last day
of the period covered by such report of sales and Certification of Consigned
Goods Status and (ii) proceeds of insurance payable by reason of loss or damage
to such portion of the Specified Inventory (but no other proceeds of Specified
Inventory) (collectively, the "Specified Collateral").

         (b) The Bank shall have a lien and security interest in all Scrap Butyl
Inventory as security for the Bank Obligations, which lien and security interest
(i) as it pertains to the Specified Collateral, shall be JUNIOR, INFERIOR and
SUBORDINATE only to the interest of Creditor in the Specified Collateral
described in (a) above, and (ii) shall otherwise be SENIOR and SUPERIOR to any
liens, security interests or other interests now or hereafter held by Creditor
in the Scrap Butyl Inventory as security for the Creditor Obligations or
otherwise.

         The priorities of the liens and security interests established,
altered, or specified in this paragraph 1 are applicable, irrespective of the
time or order of creation, attachment or perfection thereof, the method of
perfection, the time or order of filing of financing statements or taking of
possession, or the giving of or failure to give notice of the acquisition or
expected acquisition of purchase money or other security interests; provided,
however, that the subordinations and relative priorities set forth in this
paragraph 1 are expressly conditioned upon the due and proper perfection, and
the nonvoidability by a bankruptcy trustee, of any liens, security interests or
other interests which have priority pursuant hereto, and provided further,
however, that if any lien, security interest or other interest to which any
other lien, security interest or other interest is subordinated pursuant hereto
is not perfected, or is avoidable by a bankruptcy trustee for any reason, then
the subordination specified herein with respect thereto shall, to the extent not
perfected or avoidable, as the case may be, not be effective.

     2.  Warranties.   Representations  and  Agreements  of  Creditor.  Creditor
warrants and represents to and agrees with the Bank as follows:

         (a) Creditor does not hold, will not assert and hereby waives any
security interests or liens in any of the assets of Borrower, other than the
Specified Collateral, and any such security interests or liens previously held
by Creditor have been terminated and released;

         (b) Notwithstanding anything to the contrary set forth in the Supply
Agreement or any other agreement between Borrower and Creditor: (1) no present
or future obligations, liabilities or indebtedness of Borrower to Creditor,
other than the Creditor Obligations, are or shall be secured by the Specified
Collateral, and to the extent the Supply Agreement creates or might be deemed to
create a lien or security interest in the Specified Collateral to secure any
such obligations, liabilities, or indebtedness, Creditor hereby waives and
relinquishes and agrees not to assert such lien or security interest; and (ii)
Creditor does not claim, hereby waives and relinquishes, and agrees not to
assert any lien, security interest, or other interest in accounts, chattel
paper, or general intangibles of Borrower, including without limitation
accounts, chattel paper, and general intangibles that constitute proceeds of
Specified Inventory, and agrees that Borrower's accounts, chattel paper, and
general intangibles shall not in any event constitute part of the "Specified
Collateral", provided, however, that nothing contained in this Agreement shall
be construed to impair or waive any rights Creditor has pursuant to the Stock
Pledge Agreement given by Obsidian Capital Partners, L.P. as security for that
certain Subordinated Promissory Note of this date between Creditor and Borrower,
which Subordinated Promissory Note is subject to that certain Subordination
Agreement, of even date, among the Bank, Creditor, and Borrower (the
"Subordination Agreement"); and

         (c) As of the date of this Agreement, Borrower is not in default  with
respect to any of the Creditor Obligations.

         3. Bank Collateral/Subordination by Creditor. Creditor covenants and
agrees that until all of the Bank Obligations are fully paid and satisfied,
Creditor shall not accept or acquire any security interests or liens in any of
the Bank Collateral, other than the Specified Collateral. Creditor further
agrees that in the event Creditor now holds or hereafter acquires any security
interests or liens in or on any of the Bank Collateral, other than the Specified
Collateral, in violation of the foregoing covenant, the purported security
interests and liens of Creditor in all events shall be subject to the
Subordination Agreement.

Notwithstanding anything to the contrary in the Subordination Agreement, in the
event Borrower fails to make payment when due for any monthly purchase of
SerVaas Scrap Butyl as provided in the Supply Agreement, such failure continues
uncured for a period of thirty (30) days, and Creditor has given to the Bank not
fewer than fifteen (15) days' prior written notice of its intent to exercise the
remedies permitted under this paragraph 3, then Creditor shall be entitled to
take possession of. remove, and sell the Specified Inventory in a commercially
reasonable manner, and to apply the proceeds of such sale to the Creditor
Obligations. Any Creditor Obligations that remain unpaid after application of
such sale proceeds shall constitute Subordinated Debt subject in all respects to
the Subordination Agreement. Any proceeds of such sale in excess of the Creditor
Obligations shall be deemed a Prohibited Payment under the Subordination
Agreement, and shall be immediately remitted to the Bank pursuant to Section 2
of the Subordination Agreement. In the event that Creditor exercises its rights
under this paragraph 3, the Bank agrees and hereby consents (to the extent that
such agreement or consent is or should become necessary) that the Specified
Inventory may remain at Borrower's premises, free of charge, for a commercially
reasonable time provided that Creditor is diligent in making arrangements for
its sale or use in Borrower's operations. In the event that Bank accelerates
Borrower's obligations under the Credit Agreement, and elects to realize upon
its security interest in Scrap Butyl Inventory, Bank and Creditor will use
reasonable efforts to cooperate in the liquidation of the Scrap Butyl Inventory.

     4. Waiver of  Marshal1ing.  Creditor hereby waives any right to marshalling
of the assets of Borrower.

     5. Effect of Agreement.  This Agreement:  (i) is solely for the purpose and
shall have the sole effect of defining the  relative  rights of Creditor and the
Bank;  (ii) may not be  relied  upon or  enforced  by  Borrower  or by any other
person;  and  (iii)  shall not  impair or affect in any way any of the  Creditor
Obligations or the Bank Obligations, which are absolute and unconditional.

     6.  Notices.  Any and all  notices  or  other  communications  required  or
permitted  under this  Agreement  shall be in writing and shall be  sufficiently
given if  delivered  in person  to, or sent by  certified  or  registered  mail,
postage prepaid, addressed as follows:

                  To Creditor:        SerVaas, Inc.
                                      Attn.: Beurt SerVaas
                                      1100 Waterway Boulevard
                                      Indianapolis, IN 46202

                  To the Bank:        Bank One, Indiana, National Association
                                      Bank One Tower
                                      111 Monument Circle
                                      Indianapolis, Indiana 46277
                                      Attention: Brandt Burdick, Vice President

or to such other address or person as shall be designated from time to time by
notice.

         7. Binding on Successors and Assigns. All the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, their respective successors, assigns and legal representatives. Without
limiting the generality of the foregoing, all the terms and provisions of this
Agreement shall be binding upon any purchaser, transferee, assignee or successor
of or to the Bank Obligations and the Creditor Obligations, respectively.
Whenever in this Agreement reference to any of the parties hereto is made, such
reference shall be deemed to include the successors and assigns of such party.

         8. Further Assurances. Each of the parties hereto covenants and agrees
to execute and deliver, or cause to be executed and delivered, upon request of
any other party such additional documents or agreements, and to perform or cause
to be performed such additional acts as may be necessary or proper in the
reasonable opinion of such other party to carry out the provisions, intent and
purposes of this Agreement.

         9. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana. The words "accounts", "chattel
paper", "general intangibles" and proceeds" are used herein with the meaning
ascribed thereto in Article 9 of the Uniform Commercial Code as adopted and in
effect in Indiana on the date hereof. If any provision of this Agreement is held
invalid, that shall not affect the validity of any other provision of this
Agreement.

         10. Waiver of Jury Trial; Jurisdiction. CREDITOR AND BANK EACH HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE A (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) BETWEEN CREDITOR, AND BANK, ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ENTER INTO
THE CREDIT AGREEMENT AND TO PROVIDE THE FINANCING DESCRIBED IN THE CREDIT
AGREEMENT. NONE OF THE PARTIES TO THIS AGREEMENT WILL SEEK TO CONSOLIDATE ANY
SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED. CREDITOR AGREES THAT THE COURTS
OF THE STATE OF INDIANA LOCATED IN INDIANAPOLIS, INDIANA, HAVE EXCLUSIVE
JURISDICTION OVER ANY AND ALL ACTIONS AND PROCEEDINGS INVOLVING THIS AGREEMENT
OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH AND CREDITOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO THE JURISDICTION OF SUCH
COURTS FOR PURPOSES OF ANY SUCH ACTION OR PROCEEDING. CREDITOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT CREDITOR MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING, INCLUDING ANY
CLAIM THAT SUCH COURT IS AN INCONVENIENT FORUM, AND CONSENTS TO SERVICE OF
PROCESS PROVIDED THE SAME IS IN ACCORDANCE WITH THE TERMS HEREOF. FINAL JUDGMENT
IN ANY SUCH PROCEEDING AFTER ALL APPEALS HAVE BEEN EXHAUSTED OR WAIVED SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT.

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

                                      BANK ONE, INDIANA, NATIONAL ASSOCIATION

                                     By:_____________________________
                                     Printed:_____Brandt J. Burdick_____
                                     Title: Vice President



                                       SERVAAS, INC.
                                      By:
                                      Printed: Christopher Caniff
                                      Title: Secretary


CONSENT

     USRR Acquisition Corp. hereby unconditionally  consents to the execution of
the above Intercreditor Agreement, and to the agreements and performances of the
parties thereto in the Intercreditor Agreement.

Date:    December 29, 2000

                                         USRR ACQUISITION CORP.
                                        By:
                                        Printed: Christopher Caniff
                                        Title:     Secretary



<PAGE>


                                    EXHIBIT F

                              OFFICER'S CERTIFICATE

I certify and represent to Bank One, Indiana, National Association (the "Bank"),
that I am the ____________________ of USRR ACQUISITION CORP., an Indiana
corporation (the "Company").

In accordance with the Credit Agreement dated as of December ____ 2000, between
the Company and the Bank (as the same has been amended, modified, supplemented
and/or restated from time to time and at any time, the "Credit Agreement"), I
certify to you that:

1.   Each  of the  representations  contained  in  Section  3.01  of the  Credit
     Agreement (other than the  representation  contained in Section 3.0 1(d) of
     the Credit Agreement) are true and correct as of this date, except that all
     such representations are construed to have been amended to conform with any
     changes of which the Company shall have previously given the Bank notice in
     writing.

2.   The financial  statements of the Company as  of___________________  20 __ ,
     and for the  fiscal  year  then  ended,  and the  financial  statements  as
     of______________________,  20, and for the period then ended, were prepared
     in accordance  with GAAP and present fairly the financial  condition of the
     Company  and  the  results  of its  operations  as of  the  dates  of  such
     statements and for the fiscal periods then ended, and since the date of the
     latest of such statements  there has been no material adverse change in its
     financial position or its operations.

3.   No Event of  Default or  Unmatured  Event of Default  has  occurred  and is
     continuing.

4.   The attached calculations demonstrate that as of the last day of the fiscal
     quarter ending _________________ 20____, the Company was in compliance with
     the covenants in Section 5.01(g) of the Credit Agreement

All capitalized terms which are defined in the Credit Agreement shall have when
used herein the same meanings as are ascribed to them in the Credit Agreement.

Date: _____________ , 2000                  Signed:
                                            Printed Name:_____________________
                                            the ___________________________ of
                                            USRR Acquisition Corp.


<PAGE>


                                 REVOLVING NOTE


$3,000,000.00                                          Dated: December 29, 2000
                                                       Due:   November 30, 2001

                  FOR VALUE RECEIVED, on or before November 30, 2001, USRR
ACQUISITION CORP., an Indiana corporation ("Company"), unconditionally promises
to pay to the order of BANK ONE, INDIANA, NATIONAL ASSOCIATION (the "Bank"), at
Bank One Center/Tower, Suite 1911, 111 Monument Circle, P.O. Box 7700,
Indianapolis, Indiana 46277-0119, the principal sum of Three Million Dollars
($3,000,000.00), or so much of such amount as may be disbursed by the Bank as
Advances made on the Revolving Loan under the terms of the Credit Agreement
dated as of even date, by and between Company and the Bank (referred to herein,
as the same may hereafter be modified, amended, restated, and/or extended from
time to time and at any time, as the "Credit Agreement"), with interest thereon
at the rates provided in the Credit Agreement. Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in the Credit
Agreement.

                  The principal of this Revolving Note and all interest accruing
thereon shall be due and payable by Company on such dates and in such amounts as
provided in, and in accordance with the terms of, the Credit Agreement. All
amounts received on this Revolving Note shall be applied in accordance with the
terms of the Credit Agreement.

                  This Revolving Note is the "Revolving Note" referred to in the
Credit Agreement, to which reference is made for the conditions and procedures
under which Advances, payments, readvances and repayments may be made prior to
the maturity of this Revolving Note, for the terms upon which Company may make
prepayments from time to time and at any time prior to the maturity of this
Revolving Note and the terms of any prepayment premiums, penalties and other
charges which may be due and payable in connection therewith, and for the terms
and conditions upon which the maturity of this Revolving Note may be accelerated
and the unpaid balance of principal and accrued interest thereon declared
immediately due and payable.

                  If any installment of interest due under the terms of this
Revolving 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 will be payable at
the applicable rate for the period of such extension.



<PAGE>


                  If any installment of principal or interest due under the
terms of this Revolving Note prior to maturity is not paid in full on or before
the date which is ten (10) days after the date when due, then the Bank at its
option and without prior notice to the Company, may assess a late payment fee in
an amount equal to the greater of $25.00 or five percent (5%) of the amount past
due up to the maximum of $1,500.00 per late charge. 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 Revolving Note. Waiver by the Bank
of any late payment fee assessed, or the failure of the Bank in any instance to
assess a late payment fee shall not be construed as a waiver by the Bank of its
right to assess late payment fees thereafter.

                  All amounts payable under this Revolving Note shall be payable
without relief from valuation and appraisement laws, and with all collection
costs and attorneys' fees.

                  The holder of this Revolving Note, at its option, may make
extensions of time for payment of the indebtedness evidenced by this Revolving
Note, or approve reductions of the payments thereon, release of any collateral
securing payment of such indebtedness or accept a renewal Revolving Note or
Revolving Notes therefor, all without notice to Company or any endorser(s), and
Company and all endorsers hereby severally consent to any such extensions,
reductions, releases and renewals, all without notice, and agree that any such
action shall not release or discharge any of them from any liability hereunder.
Company and endorser(s), jointly and severally, waive demand, presentment for
payment, protest, notice of protest and notice of nonpayment or dishonor of this
Revolving Note and each of them consents to all extensions of the time of
payment thereof.

                   The principal amount of this Revolving Note outstanding from
time to time shall be determined by reference to the books and records of the
Bank on which shall be recorded each Advance under the Revolving Loan evidenced
by this Revolving Note, and all payments by Company on account of such Revolving
Loan. Such books and records shall be deemed prima facie to be correct on such
matters.

                  This Revolving 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 laws rules might otherwise require the substantive
rules of law of another jurisdiction to apply.

                                           USRR ACQUISITION CORP.,
                                           an Indiana corporation


                                       By:______________________________________
                                          Name: Christopher Caniff
                                          Title:     Secretary



<PAGE>


                                   TERM NOTE I


$2,500,000.00                                        Dated: December 29, 2000
                                                     Due:   November 30, 2005

                  FOR VALUE RECEIVED, on or before November 30, 2005, USRR
ACQUISITION CORP., an Indiana corporation ("Company"), unconditionally promises
to pay to the order of BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national
banking association (the "Bank"), at Bank One Center/Tower, Suite 1911, 111
Monument Circle, P.O. Box 7700, Indianapolis, Indiana 46277-0119, the principal
sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00), with interest
thereon at the rates provided in and in accordance with the terms of the Credit
Agreement, dated as of even date, by and between Company and the Bank (referred
to herein, as the same may hereafter be modified, amended, restated, and/or
extended from time to time and at any time, as the "Credit Agreement").
Capitalized terms used herein but not defined herein shall have the meanings
ascribed thereto in the Credit Agreement.

                  The principal of this Term Note I and all interest accruing
thereon shall be due and payable by Company on such dates and in such amounts as
provided in, and in accordance with the terms of, the Credit Agreement. All
amounts received on this Term Note I shall be applied in accordance with the
terms of the Credit Agreement.

                  This Term Note I is the "Term Note I" referred to in the
Credit Agreement, to which reference is made for the terms upon which Company
may make prepayments from time to time and at any time prior to the maturity of
this Term Note I and the terms of any prepayment premiums or penalties which may
be due and payable in connection therewith, and for the terms and conditions
upon which the maturity of this Term Note I may be accelerated and the unpaid
balance of principal and accrued interest thereon declared immediately due and
payable.

                  If any installment of principal or interest due under the
terms of this Term Note I 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 will be
payable at the applicable rate for the period of such extension.

                  If any installment of principal or interest due under the
terms of this Term Note I prior to maturity is not paid in full when due, then
the Bank at its option and without prior notice to the Company, may assess a
late payment fee in an amount equal to the greater of $25.00 or Five Percent
(5%) of the amount past due up to the maximum of $1,500.00 per late charge. Each
late payment fee assessed shall be due and payable on the earlier of the next
regularly scheduled principal or interest payment date or the maturity of this
Term Note I. Waiver by the Bank of any late payment fee assessed, or the failure
of the Bank in any instance to assess a late payment fee shall not be construed
as a waiver by the Bank of its right to assess late payment fees thereafter.

                  All amounts payable under this Term Note I shall be payable
without relief from valuation and appraisement laws, and with all collection
costs and attorneys' fees.

                  The holder of this Term Note I, at its option, may make
extensions of time for payment of the indebtedness evidenced by this Term Note
I, or reduce the payments thereon, release any collateral securing payment of
such indebtedness or accept a renewal note or notes therefor, all without notice
to Company or any endorser(s), and Company and all endorsers hereby severally
consent to any such extensions, reductions, releases and renewals, all without
notice, and agree that any such action shall not release or discharge any of
them from any liability hereunder. Company and endorser(s), jointly and
severally, waive demand, presentment for payment, protest, notice of protest and
notice of nonpayment or dishonor of this Term Note I and each of them consents
to all extensions of the time of payment thereof.

                  This Term Note I 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 laws rules might otherwise require the substantive
rules of law of another jurisdiction to apply.


                                             USRR ACQUISITION CORP.,
                                             an Indiana corporation

                                          By:________________________________
                                             Name: Christopher Caniff
                                             Title:    Secretary





<PAGE>


                                 EQUIPMENT NOTE


$200,000.00                                           Dated: December 29, 2000
                                                      Due:   November 30, 2006

                  FOR VALUE RECEIVED, on or before November 30, 2006, USRR
ACQUISITION CORP., an Indiana corporation ("Company"), unconditionally promises
to pay to the order of BANK ONE, INDIANA, NATIONAL ASSOCIATION (the "Bank"), at
Bank One Center/Tower, Suite 1911, 111 Monument Circle, P.O. Box 7700,
Indianapolis, Indiana 46277-0119, the principal sum of Two Hundred Thousand
Dollars ($200,000.00), or so much of such amount as may be disbursed by the Bank
as Advances made on the Equipment Loan under the terms of the Credit Agreement
dated as of even date, by and between Company and the Bank (referred to herein,
as the same may hereafter be modified, amended, restated, and/or extended from
time to time and at any time, as the "Credit Agreement"), with interest thereon
at the rates provided in the Credit Agreement. Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in the Credit
Agreement.

                  The principal of this Equipment Note and all interest accruing
thereon shall be due and payable by Company on such dates and in such amounts as
provided in, and in accordance with the terms of, the Credit Agreement. All
amounts received on this Equipment Note shall be applied in accordance with the
terms of the Credit Agreement.

                  This Equipment Note is the "Equipment Note" referred to in the
Credit Agreement, to which reference is made for the conditions and procedures
under which Advances may be made, for the terms upon which Company may make
prepayments from time to time and at any time prior to the maturity of this
Equipment Note and the terms of any prepayment premiums or penalties which may
be due and payable in connection therewith, and for the terms and conditions
upon which the maturity of this Equipment Note may be accelerated and the unpaid
balance of principal and accrued interest thereon declared immediately due and
payable.

                  If any installment of principal or interest due under the
terms of this Equipment 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 will
be payable at the applicable rate for the period of such extension.

                  If any installment of principal or interest due under the
terms of this Equipment Note prior to maturity is not paid in full when due,
then the Bank at its option and without prior notice to the Company, may assess
a late payment fee in an amount equal to the greater of $25.00 or Five Percent
(5%) of the amount past due up to the maximum of $1,500.00 per late charge. Each
late payment fee assessed shall be due and payable on the earlier of the next
regularly scheduled principal or interest payment date or the maturity of this
Equipment Note. Waiver by the Bank of any late payment fee assessed, or the
failure of the Bank in any instance to assess a late payment fee shall not be
construed as a waiver by the Bank of its right to assess late payment fees
thereafter.

                  All amounts payable under this Equipment Note shall be payable
without relief from valuation and appraisement laws, and with all collection
costs and attorneys' fees.

                  The holder of this Equipment Note, at its option, may make
extensions of time for payment of the indebtedness evidenced by this Equipment
Note, or reduce the payments thereon, release any collateral securing payment of
such indebtedness or accept a renewal note or notes therefor, all without notice
to Company or any endorser(s), and Company and all endorsers hereby severally
consent to any such extensions, reductions, releases and renewals, all without
notice, and agree that any such action shall not release or discharge any of
them from any liability hereunder. Company and endorser(s), jointly and
severally, waive demand, presentment for payment, protest, notice of protest and
notice of nonpayment or dishonor of this Equipment Note and each of them
consents to all extensions of the time of payment thereof.

                  The principal amount of the Equipment Note outstanding from
time to time shall be determined by reference to the books and records of the
Bank on which shall be recorded each Advance under the Equipment Loan evidenced
by this Equipment Note, and all payments on account of such Equipment Loan. Such
books and records shall be deemed prima facie to be correct on such matters.

                  This Equipment 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 laws rules might otherwise require the substantive
rules of law of another jurisdiction to apply.


                                          USRR ACQUISITION CORP.,
                                          an Indiana corporation

                                          By:______________________________
                                             Name: Christopher Caniff
                                             Title:    Secretary





<PAGE>


                                  TERM NOTE II


$500,000.00                                            Dated: December 29, 2000
                                                       Due:   November 30, 2005

                  FOR VALUE RECEIVED, on or before November 30, 2005, USRR
ACQUISITION CORP., an Indiana corporation ("Company"), unconditionally promises
to pay to the order of BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national
banking association (the "Bank"), at Bank One Center/Tower, Suite 1911, 111
Monument Circle, P.O. Box 7700, Indianapolis, Indiana 46277-0119, the principal
sum of Five Hundred Thousand Dollars ($500,000.00), with interest thereon at the
rates provided in and in accordance with the terms of the Credit Agreement,
dated as of even date, by and between Company and the Bank (referred to herein,
as the same may hereafter be modified, amended, restated, and/or extended from
time to time and at any time, as the "Credit Agreement"). Capitalized terms used
herein but not defined herein shall have the meanings ascribed thereto in the
Credit Agreement.

                  The principal of this Term Note II and all interest accruing
thereon shall be due and payable by Company on such dates and in such amounts as
provided in, and in accordance with the terms of, the Credit Agreement. All
amounts received on this Term Note II shall be applied in accordance with the
terms of the Credit Agreement.

                  This Term Note II is the "Term Note II" referred to in the
Credit Agreement, to which reference is made for the terms upon which Company
may make prepayments from time to time and at any time prior to the maturity of
this Term Note II and the terms of any prepayment premiums or penalties which
may be due and payable in connection therewith, and for the terms and conditions
upon which the maturity of this Term Note II may be accelerated and the unpaid
balance of principal and accrued interest thereon declared immediately due and
payable.

                  If any installment of principal or interest due under the
terms of this Term Note II 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 will
be payable at the applicable rate for the period of such extension.

                  If any installment of principal or interest due under the
terms of this Term Note II prior to maturity is not paid in full when due, then
the Bank at its option and without prior notice to the Company, may assess a
late payment fee in an amount equal to the greater of $25.00 or Five Percent
(5%) of the amount past due up to the maximum of $1,500.00 per late charge. Each
late payment fee assessed shall be due and payable on the earlier of the next
regularly scheduled principal or interest payment date or the maturity of this
Term Note II. Waiver by the Bank of any late payment fee assessed, or the
failure of the Bank in any instance to assess a late payment fee shall not be
construed as a waiver by the Bank of its right to assess late payment fees
thereafter.

                  All amounts payable under this Term Note II shall be payable
without relief from valuation and appraisement laws, and with all collection
costs and attorneys' fees.

                  The holder of this Term Note II, at its option, may make
extensions of time for payment of the indebtedness evidenced by this Term Note
II, or reduce the payments thereon, release any collateral securing payment of
such indebtedness or accept a renewal note or notes therefor, all without notice
to Company or any endorser(s), and Company and all endorsers hereby severally
consent to any such extensions, reductions, releases and renewals, all without
notice, and agree that any such action shall not release or discharge any of
them from any liability hereunder. Company and endorser(s), jointly and
severally, waive demand, presentment for payment, protest, notice of protest and
notice of nonpayment or dishonor of this Term Note II and each of them consents
to all extensions of the time of payment thereof.

                  This Term Note II 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 laws rules might otherwise require the substantive
rules of law of another jurisdiction to apply.


                                       USRR ACQUISITION CORP.,
                                       an Indiana corporation

                                   By:______________________________________
                                      Name: Christopher Caniff
                                      Title:    Secretary





<PAGE>


                                List of Schedules
                              To December 29, 2000
                            Credit Agreement between
                           USRR Acquisition Corp. and
                             Bank One, Indiana, N.A.

Schedule No.                                          Description

3.01(k)                                              Environmental Matters
3.01(n)                                              Acquisition Documents
5.02(b)(7)                                           Permitted Liens
5.02(k)                                              Existing Debt