EXHIBIT 10.23


                                 PROMISSORY NOTE

$____________________                                    TUPELO, MISSISSIPPI
                                                             DECEMBER 21, 1999

(1) FOR VALUE RECEIVED, the undersigned promise to pay to _________________ or
order, the principal sum of
_______________________________________________________ ($_____________), in
lawful money of the United States of America, together with interest thereon at
the rate of NINE PERCENT (9%) per annum from the date hereof on the unpaid
balance until paid.

(2) The said payments shall be made at P.O. Box 7006, TUPELO, MS 38802, or at
such other place as the holder hereof may designate in writing delivered or
mailed to the debtor mailed fifteen (15) days before said change to take effect.

(3) This Note is payable as follows: by the payment of $______ on February
1,2000, and the payment of $_______ on March 1, 2000, and the payment of a like
sum on the first day of each and every month thereafter until January 1, 2003,
when a balloon payment of $________________ shall be due and owing.

(4) If any deficiency in the payment of any installment under this Note is not
made good within thirty (30) days after the due date of such installment, or
should the debtors fail to comply with any of the conditions and requirements of
this Note, the entire principal sum and accrued interest shall at once become
due and payable without notice, at the option of the holder of this Note.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.

(5) This Note shall be governed by and construed in accordance with the laws of
the State of Mississippi without giving effect to any choice of law or conflict
of law provision or rule that would cause the application of the laws of any
jurisdiction other than the State of Mississippi. All legal proceedings arising
out of or relating to this Note or any other transactions contemplated hereby
shall be brought in any Mississippi state court sitting in Lee County,
Mississippi, and in no other forum. The Parties irrevocably waive, to the
fullest extent permitted by law, any objection which they may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum and as to a lack of personal jurisdiction.

(6) In the event of default on the payment of this Note, and if the same is
collected by an attorney at law, the undersigned agree to pay all costs of
collection, including a reasonable attorney fee.

(7) Demand,  protest and notice of demand,  protest  and  nonpayment  are hereby
waived.

(8) This Note can be prepaid by the undersigned without penalty at any time by
paying the principal and interest due at that time.

(9) The undersigned shall pay to the holder hereof a late charge of Four percent
(4%) of any monthly installment not received by the holder hereof within fifteen
(15) days after the installment is due.

                                      DW LEASING COMPANY, LLC
                                      a Mississippi limited liability company


                                      TIMOTHY S. DURHAM, MEMBER


                                      TERRY WHITESELL, MEMBER


                                      TIMOTHY S. DURHAM, INDIVIDUALLY


                                      TERRY WHITESELL, INDIVIDUALLY




<PAGE>


                           SCHEDULE OF MATERIAL DETAIL
                            FOR INSTALLMENT LOANS FOR
                      FORMER SHAREHOLDERS OF PYRAMID, INC.


                                        Subsequent Monthly    1/1/03 Balloon
   Amount          2/1/00 Payment Amount  Payment Amount     Payment Amount

$    100,000.00      $     996.58        $     750.00      $   100,750.00
$    727,500.00*     $   7,250.10        $   5,456.26      $   732,956.26
$    100,000.00      $     996.58        $     750.00      $   100,750.00

*Secured by Security Agreement, dated December 20, 1999




<PAGE>



                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT, dated December 20, 1999, is by DW LEASING
COMPANY, LLC, a Mississippi limited liability company ("Debtor") and JEFF
MICHAEL and BOBBY MICHAEL, Mississippi residents (collectively, "Secured
Parties").

         In consideration of the advancement of credit by Secured Parties to
Debtor evidenced by a promissory note of even date herewith (the "Note") in the
principal amount of Seven Hundred Twenty Seven Thousand Five Hundred and no/100
Dollars ($727,500.00) and other good and valuable consideration, the receipt of
which are hereby acknowledged, Debtor hereby grants and transfers to Secured
Parties a security interest in a 1996 Eagle motor coach, serial/VIN
1EUBM6A1XTB004071 (also known as "Cimmaron") and the accounts receivable of DW
Leasing Company, LLC (collectively, "Assets") to secure the payment of all
indebtedness owed by Debtor to Secured Parties in connection with the Note (the
"Security Interest"). Debtor agrees to pay the principal of and interest on any
such indebtedness when the same shall become due and payable pursuant to the
terms of the Note and this Security Agreement.

                         Terms, Conditions and Agreement

         1. The Security Interest shall continue until full performance by
Debtor of all conditions and obligations hereunder. Debtor shall be entitled to
possession of the Assets until default, but shall use the Assets in a careful
and prudent manner, maintain the Assets in good repair, pay all taxes and other
charges thereon when due and defend the Assets at all times against any claims
during the duration of this Agreement. Debtor shall give prompt written notice
to Secured Parties of any transfer, sale, pledge, assignment or any other
process or action taken or pending, voluntary or involuntary, whereby a third
party is to obtain or is attempting to obtain possession of, or any interest in,
the Assets. Secured Party shall have the right to inspect the Assets at all
reasonable times. At its option, but without relieving Debtor from any default,
Secured Parties may, but shall not be obligated to, discharge taxes, liens or
other encumbrances levied or placed upon the Assets, maintain and pay insurance
thereon, for which Debtor upon demand agrees to reimburse Secured Parties for
amount expended.

         2. Debtor shall fully insure the Assets, once risk of loss is
transferred to DW Leasing Company, LLC for the benefit of both Secured Parties
and Debtor, against loss or damage by fire, theft and other casualties by
comprehensive extended coverage insurance in kinds, amounts and with companies
satisfactory to Secured Parties. Any such policy or policies shall contain a
standard clause providing for cancellation only upon written notice to Secured
Parties as its interest may appear. Debtor shall, upon request by Secured
Parties, furnish a certificate of such insurance to Secured Parties.

         3. Time, and each of the terms, conditions and agreements, are of the
essence of this Agreement. The failure of Debtor to pay any indebtedness secured
hereby or their failure, to perform any condition or obligation contained herein
or in the Note shall constitute an event of default under this Security
Agreement. Upon any such default, Secured Parties, at their option and without
notice or demand, shall be entitled to declare the indebtedness secured hereby
immediately due and payable. Upon request, Debtor shall assemble and make the
Assets available to Secured Parties at a place to be designated by Secured
Parties that is reasonably convenient to both parties. Upon repossession,
Secured Parties shall sell the Assets at public or private sale in accordance
with the Uniform Commercial Code as adopted in Mississippi. In the further event
that Secured Parties shall dispose of the Assets after default, the proceeds of
disposition shall be first applied in the following order: (a) to the reasonable
expenses of retaking, holding, preparing for sale, selling and the like; (b) to
the reasonable attorneys' fees and legal expenses incurred by Secured Parties;
and (c) to the satisfaction of the indebtedness secured by this Security
Interest. No waiver of any default of failure to delay to exercise any right or
remedy by Secured Parties shall operate as a waiver of any other default or of
the same or any other occurrence. All rights and remedies of Secured Parties
herein specified are cumulative and are in addition to, not in limitation of,
any rights and remedies Secured Parties may have by law.

         4. Debtor agrees to cause the Security Interest to appear on the
Assets' title documents. Debtor agrees, in addition, to execute and deliver any
other certificate and forms with the Security Interest of the Secured Parties
noted thereon, required by Secured Parties which are necessary to assure
compliance with the laws of a particular jurisdiction in which Debtor resides,
to whom the Assets are shipped or in which the Assets are to be used.

         5. In the event that Debtor chooses to sell or trade the Assets,
Secured Parties shall release the Security Interest in Cimmaron. Upon the
completion of the sale of Cimmaron, Debtor shall immediately pay to Secured
Parties seventy-five percent (75%) of the sales price or the Note balance,
whichever is less, to Secured Parties. If Cimmaron is traded on another Coach,
Debtor shall release the Security Interest in Cimmaron and debtor shall pay to
Secured Parties the balance of the Note or $275,000.00, whichever is less.

         6. This Agreement and all rights and liabilities hereunder shall inure
to the benefit of and be binding upon Secured Parties and Debtor, their
respective successors, assigns, heirs and legal representatives. This Agreement
shall be construed in accordance with the laws of the State of Mississippi.

         7. Any notice required by this Agreement shall be deemed sufficient
when mailed to Debtor at the following: Attn: Timothy S. Durham, Bank One/Tower,
111 Monument Circle, Suite 3680, Indianapolis, Indiana 46204, with a copy to
Neil E. Lucas, 1408 North Pennsylvania St., Indianapolis, IN 46202, or at such
other address as may be designated by Debtor in writing. Debtor by its execution
hereof agrees that any modification or rescission of this Agreement shall be
ineffective unless in writing and signed by both Secured Parties and Debtor.

         IN WITNESS WHEREOF, Debtor and Secured Parties have executed and
delivered this Security Agreement on the day and in the year first above
written.

                                      "DEBTOR"

                                     DW LEASING COMPANY, LLC

                                     By:
                                     -----------------------------------------
                                        Timothy S. Durham, Member

                                      "SECURED PARTIES"

                                      By:
                                      -----------------------------------------
                                         Jeff Michael

                                      By:
                                      -----------------------------------------
                                        Bobby Michael