Exhibit 10.15



                                CREDIT AGREEMENT
                                     BETWEEN
                            UNITED ACQUISITION, INC.
                                       AND
                               FIRST INDIANA BANK

                                   Dated as of
                                  July 27, 2001



<PAGE>


                                TABLE OF CONTENTS

CREDIT AGREEMENT ....................................................Page 1

Section 1. ACCOUNTING TERMS -- DEFINITIONS ..........................Page I

Section 2. THE LOANS ................................................Page 6
a.      The Revolving Loan ..........................................Page 6
        (i)     The Commitment -- Use of Proceeds ...................Page 6
        (ii)    Method of Borrowing .................................Page 7
        (iii)   Interest on the Revolving Loan ......................Page 8
        (iv)    Extensions of Revolving Loan Maturity Date ..........Page 8
        (v)     Special Repayments of Principal .....................Page 9
b.      The Term Loan ...............................................Page 9
        (i) Amount ..................................................Page 9
        (ii) The Term Note ..........................................Page 9
        (iii) Interest on the Term Loan .............................Page 9
        (iv) Use of Proceeds of the Term Loan .......................Page 10
c.      Term Loan 11 ................................................Page 10
        (i) Amount ..................................................Page 10
        (ii) Term Note 11 ...........................................Page 10
        (iii) Interest on Term Loan Il ..............................Page 10
        (iv) Use of Proceeds of Term Loan II ........................Page 11
d.      Term Loan III ...............................................Page 11
        (i)     Amount ..............................................Page 11
        (ii)    Term Note III .......................................Page 11
        (iii)   Interest on Term Loan III ...........................Page 11
        (iv)    Use of Proceeds of Term Loan III ....................Page 12
        (v)     Cash Flow Recapture .................................Page 12
e.      Provisions Applicable to All of the Loans ...................Page 12
        (i)      Calculation of Interest ............................Page 12
        (ii)     Manner of Payment -- Application ...................Page 13
        (iii)    Commitment Fee .....................................Page 13
        (iv)     Automatic Debit ....................................Page 13

Section 3. REPRESENTATIONS AND WARRANTIES ...........................Page 13
a.      Organization of the Company .................................Page 13
b.      Authorization; No Conflict ..................................Page 14
c.      Validity and Binding Nature .................................Page 14
d.      Financial Statements ........................................Page 14
e.      Litigation and Contingent Liabilities .......................Page 15
f.      Liens .......................................................Page 15

                                        i



<PAGE>


g.  Employee Benefit Plans ..........................................Page 15
h.  Payment of Taxes ................................................Page 15
i.  Investment Company Act ..........................................Page 16
j.  Regulation U and other Federal Regulations ......................Page 16
k.  Hazardous Substances ............................................Page 16
1.  Subsidiaries ....................................................Page 16
m.  Ownership........................................................Page   16

 Section 4 COLLATERAL FOR THE OBLIGATIONS ...........................Page 16
a.  Security Agreement ..............................................Page 16
b.  Mortgages .......................................................Page 17
        (i)  Title Insurance ........................................Page 18
        (ii) Appraisal Reports ......................................Page 18
        (iii)Environmental Reports ..................................Page 19
        (iv) Surveys ................................................Page 20
        (v)  Flood Hazard Determination Forms .......................Page 20
c.  Subordination Agreements ........................................Page 20
d.  Guaranty Agreements .............................................Page 21
e.  Capital Contribution Agreement ..................................Page 22

 Section 5. AFFIRMATIVE COVENANTS OF THE COMPANY ....................Page 22
a.  Corporate Existence .............................................Page 22
b.  Reports, Certificates and Other Information .....................Page 22
        (i)  Annual Statements ......................................Page 22
        (ii) Interim Statements .....................................Page 23
        (iii)Whitesell and Durham Financial Statements ..............Page 23
        (iv) Officer's Certificate ..................................Page 23
        (v)  Borrowing Base Certificates ............................Page 23
        (vi)Orders...................................................Page 23
        (vii)Notice of Default or Litigation ........................Page 24
        (viii) Compliance Certificates ..............................Page 24
        (ix) Registration Statements and Reports ....................Page 24
        (x) Other Information .......................................Page 24
c.  Books, Records and Inspections ..................................Page 24
d.  Insurance .......................................................Page 24
e.  Taxes and Liabilities ...........................................Page 25
f.  Compliance with Legal and Regulatory Requirements ...............Page 25
g.  Financial Covenants .............................................Page 25
        (i)  Capital Base ...........................................Page 25
        (ii)  Fixed Charge Coverage Ratio ...........................Page 25
h.  Primary Banking Relationship ....................................Page 25
i.  Employee Benefit Plans ..........................................Page 25
j.  Hazardous Substances ............................................Page 26
k.  Change In Control ...............................................Page 27



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Section 6. NEGATIVE COVENANTS OF THE COMPANY ........................Page 27
a.  Restricted Payments .............................................Page 27
b.  Liens ...........................................................Page 27
c.  Guaranties ......................................................Page 29
d.  Loans or Advances ...............................................Page 29
e.  Mergers, Consolidations, Sales,
    Acquisition or Formation of Subsidiaries ........................Page 29
f.       Margin Stock ...............................................Page 30
g.  Other Agreements ................................................Page 30
h.  Judgments .......................................................Page 30
i.  Principal Office ................................................Page 30
j.  Hazardous Substances ............................................Page 30

 Section 7. CONDITIONS OF LENDING ...................................Page 30
a.  No Default ......................................................Page 30
b.  Documents to be Furnished at Closing ............................Page 31
c.  Documents to be Furnished at Time of Each Advance ...............Page 35

Section 8. EVENTS OF DEFAULT ........................................Page 35
a.  Nonpayment of the Loans .........................................Page 35
b.  Nonpayment of Other Indebtedness for Borrowed Money .............Page 36
c.  Other Material Obligations ......................................Page 36
d.  Bankruptcy, Insolvency, etc .....................................Page 36
e.  Warranties and Representations ..................................Page 37
f.  Violations of Negative and Financial Covenants ..................Page 37
g.  Noncompliance With Other Provisions of this Agreement ...........Page 37

Section 9. EFFECT OF EVENT OF DEFAULT ...............................Page 37

Section 10. WAIVER ..................................................Page 37

Section 11. NOTICES .................................................Page 38

Section 12. COSTS, EXPENSES AND TAXES ...............................Page.39

Section 13. SEVERABILITY ............................................Page 39

Section 14. CAPTIONS ................................................Page 39

Section 15. GOVERNING LAW -- JURISDICTION ...........................Page 39

Section 16. PRIOR AGREEMENTS, ETC ...................................Page 40

                                                 iii



<PAGE>


Section 17. SUCCESSORS AND ASSIGNS ..................................Page 40

Section 18. WAIVER OF JURY TRIAL ....................................Page 40

Section 19. ARBITRATION .............................................Page 40

Exhibit "A"      Application for Revolving Loan Advance and
                 Officer's Certificate

Exhibit "B"      Promissory Note (Revolving Loan)($3,500,000.00)

Exhibit "C"      Promissory Note (Term Loan) ($291,000.00)

Exhibit "D"      Promissory Note (Term Loan 11) ($1,116,000.00)

Exhibit "E"      Promissory Note (Term Loan 111) ($1,750,000.00)

Exhibit "F"      Schedule of Exceptions

Exhibit "G"      Security Agreement (Equipment, Inventory,
                 Accounts Receivable and General Intangibles)

Exhibit "H"      Mortgage, Security Agreement, Assignment of Rents
                 and Fixture Filing (Indiana)

Exhibit "I"      Mortgage (Michigan)

Exhibit "J"      Subordination Agreement (United Expressline, Inc.)

Exhibit "K"      Subordination Agreement ( Huntington Capital
                 Investment Company)

Exhibit "L"      Subordination Agreement (Danzer Corporation)

Exhibit "M"      Guaranty Agreement (Danzer Corporation)

Exhibit "N"      Guaranty Agreement (Obsidian Capital Partners, L.P.)

Exhibit "O"      Guaranty Agreement (Terry G. Whitesell)

Exhibit "P"      Guaranty Agreement (Timothy Durham)

Exhibit "Q"      Subordination Agreement (Danzer Corporation)

Exhibit "R"      Leasehold Mortgage (St. Joseph County, Michigan)

                                       iv



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Exhibit "S"      Assignment of Rents and Leases (St. Joseph County, Michigan)

Exhibit "T"      Assignment of Rents and Leases (St. Joseph County, Michigan
                 -Encroachment Parcel)

Exhibit "U"      Capital Contribution Agreement

                                        v




<PAGE>


                                CREDIT AGREEMENT

     UNITED ACQUISITION, INC., an Indiana corporation (the "Company"), and FIRST
INDIANA BANK, a federal savings bank with its principal  office in Indianapolis,
Indiana (the "Bank"), agree as follows:

     Section 1.  ACCOUNTING  TERMS -  DEFINITIONS.  All accounting and financial
terms used in this  Agreement  are used with the  meanings  such terms  would be
given in accordance with generally accepted accounting  principles except as may
be otherwise  specifically provided in this Agreement.  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 assets of
     United  Expressline,   and  all  other  transactions  contemplated  by  the
     Acquisition Documents.

     "Acquisition  Documents"  means  the  Purchase  Agreement,   including  all
     exhibits  and  schedules  thereto,   and  all  agreements,   documents  and
     instruments  executed  and  delivered  pursuant  thereto  or in  connection
     therewith.

     "Advance" means a disbursement of proceeds of the Revolving Loan.

     "Agreement"  means this Credit Agreement  between the Company and the Bank,
     as it may from time to time be amended.

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

     "Authorized  Officer"  means the Chairman of the Board or the  President of
     the Company or such other  officer  whose  authority  to perform acts to be
     performed  only by an Authorized  Officer under the terms of this Agreement
     is evidenced to the Bank by a certified copy of an  appropriate  resolution
     of the Board of Directors  of the  Company.  o "Bank" is used as defined in
     the preamble.  o "Banking Day" means a day on which the principal office of
     the Bank in the City of Indianapolis,  Indiana,  is open for the purpose of
     conducting substantially all of the Bank's business activities.




<PAGE>


     "Borrowing  Base" means an amount equal to the sum of eighty percent (80 %)
     of the adjusted book value of the Company's accounts receivable, plus fifty
     percent (50 %) of the book value of the Company's  inventory located at the
     Company's facilities in Bristol,  Indiana, and White Pigeon,  Michigan. For
     purposes of the preceding sentence,  the phrase "adjusted book value of the
     Company's  accounts  receivable"  means  the book  value  of the  Company's
     accounts  receivable  less any accounts  which are ninety (90) days or more
     past date of invoice,  or which are due from an account debtor known to the
     Company to be the subject of a bankruptcy or other insolvency proceeding or
     known to the Company to have ceased doing  business,  and less all accounts
     due from any account  debtor if ten percent (10 %) or more of the aggregate
     amount of the accounts  receivable from such debtor are ninety (90) days or
     more  past  due,  and  provided  that  any  account  receivable   otherwise
     includable in the Borrowing  Base shall be reduced,  but not below zero, by
     the amount of any  accounts  payable to the  account  debtor from whom such
     account is due. For purposes hereof, the term "inventory" shall include the
     Company's raw materials, work in progress, and finished goods inventories.

     "Borrowing Base  Certificate"  means a certificate of the Company signed by
     an appropriate  officer indicating the amount of the Borrowing Base as of a
     stated  date  and in such  form and  showing  such  detail  as the Bank may
     reasonably require.

     "Capital  Base"  means the  shareholders'  equity of the  Company  plus the
     principal amount of the Company's Subordinated Debt. o Capital Contribution
     Agreement"  is used as defined in Section 4(e). o "Code" means the Internal
     Revenue Code of 1986, as amended.

     "Commitment"  means the agreement of the Bank to extend the Revolving  Loan
     to the Company until the Revolving  Loan Maturity  Date, and if the context
     so requires,  the term may also refer to the maximum principal amount which
     is permitted to be outstanding under the Revolving Loan at any time.

     "Company" is used as defined in the Preamble.

     "Danzer" means the Danzer Corporation, a New York corporation.

                                        2



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     "EBITDA"  means  earnings  before  interest,   taxes,   depreciation,   and
     amortization,  all  determined  in  accordance  with GAAP. o  "Encroachment
     Assignment of Leases" is used as defined in Section  4(b). o  "Encroachment
     Lease" is used as defined in Section 4(b).

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended. "Event of Default" means any of the events described in Section 8.

     "GAAP" means generally accepted account principles as then in effect, which
     shall  include  the  official  interpretations  thereof  by  the  Financial
     Accounting Standards Board, consistently applied.

     "Guarantor" and "Guarantors" are used as defined in Section 4(d).

     "Guaranty  Agreement"  and  "Guaranty  Agreements"  are used as  defined in
     Section 4(d).

     "Hazardous  Substance" means any hazardous or toxic substance  regulated by
     any federal, state or local statute or regulation 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.

      "Huntington"  means The Huntington Capital  Investment  Company,  an Ohio
     corporation,  and its  successors  and  assigns  under  the  Note  Purchase
     Agreement.

      "Loan" means any of the Revolving  Loan,  the Term Loan,  Term Loan 11 or
     Term Loan III,  as the context  requires,  and when used in the plural form
     refers to all of the Loans, collectively.

      "Loan Document" means any of this Agreement, the Revolving Note, the Term
     Note,  Term Note II, Term Note III, the Mortgages,  Michigan  Assignment of
     Leases, the Encroachment Assignment of Leases, the Security Agreement,  the
     Subordination   Agreements,   the  Guaranty   Agreements,   the  Management
     Subordination  Agreement, the Capital Contribution Agreement, and any other
     instrument or document which  evidences or secures the Loans or any of them
     or which expresses  an agreement as to terms applicable to the Loans
     or any of  them,  and in the  plural  means  any two or  more  of the  Loan
     Documents, as the context requires.
<PAGE>

     "Management Subordination Agreement" is used as defined in Section 6(a).

     "Michigan Assignment of Leases" is used as defined in Section 4(b).

     "Mortgages" is used as defined in Section 4(b).

     "Note" means any of the Revolving Note, the Term Note, Term Note II or Term
     Note III, as the context requires,  and when used in the plural form refers
     to all of the Notes, collectively.

     "Note  Purchase  Agreement"  means that  certain  Note  Purchase  Agreement
     entered into as of even date by and between the Company and Huntington.

     "Obligations"  means all obligations of the Company in favor of the Bank of
     every type and description, direct or indirect, absolute or contingent, due
     or to become due,  now  existing or hereafter  arising,  including  but not
     limited to: (i) all of such obligations on account of the Loans,  including
     any Advances made pursuant to any  extension of the  Commitment  beyond the
     initial  Revolving Loan Maturity Date or pursuant to any other amendment of
     this  Agreement,  and (ii) all  other  obligations  arising  under any Loan
     Document as amended from time to time.

     "Obsidian"  means  Obsidian  Capital  Partners,   L.P.,  aDelaware  limited
     partnership.

     "Officer's  Certificate" means a certificate in the form included as a part
     of Exhibit "A" attached  hereto  signed by
     the chief executive  officer or the chief financial officer of the Company,
     confirming  that all of the  representations  and  warranties  contained in
     Section 3 of this  Agreement  are true and  correct  as of the date of such
     certificate  except as  specified  therein and with the further  exceptions
     that: (i) the  representation  contained in Section 3(d) shall be construed
     so as to refer to the latest financial statements which have been furnished
     to the  Bank  as of  the  date  of  any  Officer's  Certificate,  (ii)  the
     representations  contained  in  Section  3(k) (with  respect  to  Hazardous
     Substances)  will be construed so as to apply not only to the Company,  but
     also to any Subsidiaries,  whether now owned or hereafter  acquired,  (iii)
     the representation contained in 4



<PAGE>


     Section 3(l) shall be deemed to be amended to reflect the  existence of any
     Subsidiary  hereafter formed or acquired by the Company with the consent of
     the Bank, and (iv) 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 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  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.

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

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

     "Purchase  Agreement"  means  that  certain  Purchase  Agreement  among the
     Seller, the Company, J.J.M., Incorporated,  an Indiana corporation ("JJM'),
     and the  respective  shareholders  of the  Company  and  JJM,  dated  as of
     ___________________________________.

     "Revolving Loan" is used as defined in Section 2(a)(i).

     "Revolving  Loan  Maturity  Date" means July 1, 2002,  and  thereafter  any
     subsequent  date to  which  the  Commitment  may be  extended  by the  Bank
     pursuant to the terms of Section 2(a)(iv).

     "Revolving Note" is used as defined in Section 2(a)(ii).

     "Seller" means United Expressline.

     "Security Agreement" is used as defined in Section 4(a).

     "Share Exchange" is used as defined in Section 5(k).

     "Subordinated Debt" means indebtedness of the Company which is subordinated
     to the  indebtedness  of the  Company  to the Bank  under  the terms of the
     Subordination Agreements and any other indebtedness of the Company which is
     subordinated  to the Company's  indebtedness  to the Bank on  substantially
     similar terms.

     "Subordination Agreements" is used as defined in Section 4(c).

                                        5



<PAGE>


     "Subsidiary"  means any  corporation,  partnership,  joint venture or other
     business entity over which the Company exercises control,  provided that it
     shall be conclusively  presumed that the Company exercises control over any
     such  entity  fifty-one  percent  (51 %) or more of the equity  interest in
     which is owned by the Company, directly or indirectly.

     "Term Loan" is used as defined in Section 2(b). o "Term Loan II" is used as
     defined  in Section  2(c).  o "Term Loan III" is used as defined in Section
     2(d).  o "Term Note" is used as defined in Section  2(b)(ii).  o "Term Note
     II" is used as defined in  Section  2(c)(ii).  o "Term Note III" is used as
     defined in Section 2(d)(ii).

     "United   Expressline"   means  United   Expressline,   Inc.,   an  Indiana
     corporation, doing business as Southwest Expressline.

     "Unmatured  Event of Default" means any event specified in Section 8, 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.

     Section 2. THE LOANS.  Subject to all of the terms and  conditions  of this
Agreement,  the Bank  will  make the  Loans  described  in this  Section  to the
Company.

     a.   The Revolving Loan. The Bank will make a revolving loan to the Company
          on the following  terms and subject to the following  conditions:  (i)
          The  Commitment  -- Use of  Proceeds.  From  this  date and  until the
          Revolving  Loan  Maturity  Date,  the  Bank  agrees  to make  Advances
          (collectively,  the "Revolving Loan") under a revolving line of credit
          from time to time to the  Company  of  amounts  not  exceeding  in the
          aggregate at any time outstanding  Three Million Five Hundred Thousand
          and  00/100  Dollars   ($3,500,000.00)  (the  "  Commitment")  or  the
          Borrowing Base;  provided that all of the conditions of lending stated
          in Section 7 of this  Agreement as being  applicable  to the Revolving
          Loan have been fulfilled at the time of each Advance.  Proceeds of the
          Revolving  Loan may be used by the Company  only for  working  capital
          purposes and to finance the Acquisition.
<PAGE>

     (ii) Method  of  Borrowing.  The  obligation  of the  Company  to repay the
          Revolving Loan shall be evidenced by a promissory note (the "Revolving
          Note") of the Company in the form of Exhibit "B" attached  hereto.  So
          long as no Event of Default or Unmatured  Event of Default  shall have
          occurred and be continuing and until the Revolving Loan Maturity Date,
          the Company may borrow, repay and reborrow under the Revolving Note on
          any Banking Day;  provided,  that no borrowing may cause the principal
          balance  of the Loan to exceed  the  lesser of the  Commitment  or the
          Borrowing  Base or may result in an Event of  Default or an  Unmatured
          Event of  Default.  Each  Advance  under the  Revolving  Loan shall be
          conditioned   upon  receipt  by  the  Bank  from  the  Company  of  an
          Application  for Revolving Loan Advance and an Officer's  Certificate;
          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 telephone facsimile ("fax")
          machine, 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  and
          Officer's  Certificate  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, and that the
          making of the requested  Advance shall not cause the principal balance
          of the  Revolving  Loan to exceed the lesser of the  Commitment or the
          Borrowing  Base. All borrowings  and  reborrowings  and all repayments
          shall be in  amounts  of not less than  Twenty-Five  Thousand  Dollars
          ($25,000.00),  except for repayment of the entire principal balance of
          the Revolving Loan

                                        7



<PAGE>


          and except for special  prepayments  of principal  required  under the
          terms of Section  2(a)(v).  Upon receipt of an Application,  or at the
          Bank's  discretion upon receipt of an informal  request for an Advance
          and upon  compliance  with any other  conditions of lending  stated in
          Section 7 of this Agreement applicable to the Revolving Loan, the Bank
          shall disburse the amount of the requested Advance to the Company. 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.

     (iii)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 Rate plus
          three-quarters   percent  (3/4%).  After  maturity,   whether  on  the
          Revolving  Loan Maturity Date or on account of  acceleration  upon the
          occurrence  of an Event  of  Default,  and  until  paid in  full,  the
          Revolving  Loan shall bear  interest  at a per annum rate equal to the
          Prime Rate plus three and  three-quarters  percent  (3-3/4%).  Accrued
          interest shall be due and payable  monthly on the first Banking Day of
          each  month  prior to  maturity.  After  maturity,  interest  shall be
          payable as accrued and without demand.

     (iv) Extensions  of Revolving  Loan Maturity  Date.  The Bank may, upon the
          request of the Company, but at the Bank's sole discretion,  extend the
          Revolving  Loan  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 and upon execution and delivery by the Company of a
          Revolving  Note  reflecting  the extended  maturity  date, the date to
          which the Commitment is then extended will become the "Revolving  Loan
          Maturity Date" for purposes of this Agreement.

                                        8



<PAGE>


     (v)  Special Repayments of Principal.  At any time the principal balance of
          the Revolving  Loan exceeds the  Borrowing  Base, as determined on the
          basis of the most recent Borrowing Base  Certificate  furnished by the
          Company or as  determined  by the Bank upon an inspection of the books
          and records of the Company,  the Company shall  immediately repay that
          portion of the  principal  balance of the  Revolving  Loan which is in
          excess of the  Borrowing  Base.  Such  repayment  shall be due without
          demand.

     b.   The Term Loan. The Bank will make a term loan (the "Term Loan") to the
          Company  contemporaneously with the execution of this Agreement on the
          following terms and subject to the following conditions:

          (i)  Amount.  The  principal  amount  of the  Term  Loan  shall be Two
               Hundred Ninety-One Thousand and 00/100 Dollars ($291,000.00).

          (ii) The Term Note.  The  obligation  of the Company to repay the Term
               Loan shall be evidenced by a promissory  note of the Company (the
               "Term  Note") in the form of Exhibit  "C"  attached  hereto.  The
               principal of the Term Loan shall be  repayable  in equal  monthly
               installments  of  $4,850.00,  which  shall  be  due  and  payable
               commencing  on the first  Banking  Day of  September,  2001,  and
               thereafter  on the first  Banking Day of each month until July 1,
               2006, on which date the entire principal balance of the Term Loan
               shall be due and  payable  together  with all  accrued and unpaid
               interest.  The  principal  of the Term 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
               $25,000.00,  and provided,  further, that all partial prepayments
               shall be applied to the latest maturing installments of principal
               payable under the Term Loan in inverse order of maturity.

          (iii)Interest  on the Term Loan.  The unpaid  principal  balance  from
               time to time of the Term Loan shall bear  interest  from the date
               the Loan is made prior to the maturity of the Term Note at a rate
               per annum equal to the Prime Rate plus one  percent (1 %).  After
               maturity,  whether  scheduled  maturity  or maturity by virtue of
               acceleration on account of the 9



<PAGE>


               occurrence  of an Event of Default,  interest  will accrue on the
               Term Loan at a rate per annum.  equal to the Prime Rate plus four
               percent  (4 %).  Prior  to  maturity,  interest  shall be due and
               payable on the first Banking Day of each month in addition to the
               installments  of  principal  due on such dates.  After  maturity,
               interest shall be payable as accrued and without demand.

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

     c.   Term Loan 11. The Bank will make a second  term loan  ("Term Loan II")
          to the Company  contemporaneously with the execution of this Agreement
          on the following terms and subject to the following conditions:

          (i)  Amount. The principal amount of Term Loan 11 shall be One Million
               One Hundred Sixteen Thousand and 00/100 Dollars ($1,116,000.00).

          (ii) Term Note II. The obligation of the Company to repay Term Loan II
               shall be  evidenced by a  promissory  note of the Company  ("Term
               Note  II") in the  form  of  Exhibit  "D"  attached  hereto.  The
               principal  of Term Loan 11 shall be  repayable  in equal  monthly
               installments   of  $6,200.00  which  shall  be  due  and  payable
               commencing  on the first  Banking  Day of  September,  2001,  and
               thereafter  on the first  Banking Day of each month until July 1,
               2006, on which date the entire 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
               $25,000.00;  and provided further,  that all partial  prepayments
               shall be applied to the latest maturing installments of principal
               payable under Term Loan II in inverse order of maturity.

          (iii)Interest on Term Loan II. The unpaid principal  balance from time
               to time of Term  Loan II shall  bear  interest  from the date the
               Loan is made prior to the  maturity of Term Note II at a rate per
               annum  equal to the  Prime  Rate  plus one  percent  (1%).  After
               maturity, whether

                                       10



<PAGE>


               scheduled  maturity  or  maturity  by virtue of  acceleration  on
               account of the  occurrence of an Event of Default,  interest will
               accrue  on Term  Loan Il at a rate per  annum  equal to the Prime
               Rate plus four percent (4 %). Prior to maturity,  interest  shall
               be due and  payable  on the first  Banking  Day of each  month in
               addition  to the  installments  of  principal  due on such dates.
               After maturity,  interest shall be payable as accrued and without
               demand.

          (iv) Use of  Proceeds  of Term Loan 11. The  proceeds  of Term Loan II
               shall be used in their entirety to finance the Acquisition.

     d.   Term Loan II. The Bank will make a third term loan  ("Term  Loan III")
          to the Company  contemporaneously with the execution of this Agreement
          on the following terms and subject to the following conditions:

          (i)  Amount.  The  principal  amount  of Term  Loan  III  shall be One
               Million  Seven  Hundred   Fifty   Thousand  and  00/100   Dollars
               ($1,750,000.00).

          (ii) Term Note III. The  obligation  of the Company to repay Term Loan
               III shall be evidenced by a promissory note of the Company ("Term
               Note  III" in the  form  of  Exhibit  "E"  attached  hereto.  The
               principal of Term Loan III shall be  repayable  in equal  monthly
               installments  of  $72,916.67,  which  shall  be due  and  payable
               commencing  on the first  Banking  Day of  September,  2001,  and
               thereafter  on the first  Banking Day of each month until July 1,
               2003, on which date the entire principal balance of Term Loan III
               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
               $25,000.00,  and provided further,  that all partial  prepayments
               shall be applied to the latest maturing installments of principal
               payable under the Term Loan in inverse order of maturity.

          (iii)Interest  on Term Loan III.  The unpaid  principal  balance  from
               time to time of Term Loan III shall bear  interest  from the date
               the Loan is made prior to the maturity of Term Note

                                       11



<PAGE>


               III at a rate per annum  equal to the Prime Rate plus two percent
               (2%). After maturity,  whether scheduled  maturity or maturity by
               virtue of  acceleration  on account of the occurrence of an Event
               of Default,  interest  will accrue on Term Loan III at a rate per
               annum.  equal to the Prime Rate plus five percent (5 %). Prior to
               maturity,  interest shall be due and payable on the first Banking
               Day of each month in addition to the  installments  of  principal
               due on such dates.  After maturity,  interest shall be payable as
               accrued and without demand.

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

          (v)  Cash Flow Recapture.  On April 30 of each calendar year beginning
               on April  30,  2002,  until  payment  in full of all  outstanding
               principal  and  interest  of Term Loan III,  in  addition  to any
               scheduled  principal  payment  required under 2(d)(ii) above, the
               Company  shall also make a principal  prepayment on Term Loan III
               in an amount  equal to fifty  percent  (50 %) of Excess Cash Flow
               for the immediately  preceding  fiscal year of the Company.  Such
               Excess Cash Flow prepayment  shall be applied to latest scheduled
               installments of principal  payable under Term Loan III in inverse
               order of maturity.  As used  herein,  the term "Excess Cash Flow"
               means the  remainder  of-. (A) EBITDA,  minus (B) the sum of: (1)
               interest expense, (2) capital expenditures not made with borrowed
               funds,  (3) cash  taxes  and/or  member  distributions  permitted
               hereunder for the payment of taxes, plus (4) scheduled  principal
               payments on term  indebtedness  including  principal  payments on
               Subordinated Debt permitted under the  Subordination  Agreements,
               plus or minus (C) changes in working capital.

     e.   Provisions  Applicable to All of the Loans.  The following  provisions
          are applicable to all of the Loans:

          (i)  Calculation  of Interest.  Interest on a Loan shall be calculated
               by applying the ratio of the annual  interest rate over a year of
               360 days, multiplied by the outstanding principal

                                       12



<PAGE>


               balance,  multiplied  by the actual  number of days the principal
               balance is outstanding.

          (ii) Manner of Payment -  Application.  All payments of principal  and
               interest on 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  no  payment  will  be
               considered  to have been made until  received in such funds.  All
               payments  received on account of any of the Loans will be applied
               first to the  satisfaction  of any interest which is then due and
               payable,  and to principal  only after all interest  which is due
               and payable has been satisfied.

          (iii)Commitment  Fee. The Bank  acknowledges  receipt from the Company
               of the sum of $42,035.00, either previous to or contemporaneously
               with the  execution  of this  Agreement,  as a fee for the Bank's
               commitment to make the Loans.

          (iv) Automatic  Debit.  The Bank may debit  when due all  payments  of
               principal  and interest due under the terms of this  Agreement to
               any deposit  account of the Company carried with the Bank without
               further authority.

     Section 3.  REPRESENTATIONS AND WARRANTIES.  To induce the Bank to make the
Loans, the Company represents and warrants to the Bank that:

     a.   Organization of the Company.  The Company is a corporation  organized,
          existing and in good standing  under the laws of the State of Indiana.
          The  Company is  qualified  to do business  in every  jurisdiction  in
          which:  (i) the nature of the business  conducted or the  character or
          location  of  properties  owned  or  leased,   or  the  residences  or
          activities of employees make such  qualification  necessary,  and (ii)
          failure  so to  qualify  might  impair  the  title of the  Company  to
          material  properties  or  the  Company's  right  to  enforce  material
          contracts  or result in  exposure  of the  Company  to  liability  for
          material penalties in such jurisdiction.  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 of the
          Company is located at 19985 County Road 8, Bristol, Indiana 46507. The
          Company does not conduct any material  operations or keep any material
          amounts of property at

                                       13



<PAGE>


               any other  location,  except the  following:  68939 M 103,  White
               Pigeon,  Michigan.  The Company has not done  business  under any
               name other than its present corporate name at any time during the
               six years preceding the date of this  Agreement.  The Company has
               received all necessary consents,  including the consent of United
               Expressline,   to  use  the  name  "United   Expressline,   Inc."
               immediately after the consummation of the Acquisition.

     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  performance by the Company of its
          obligations  under this  Agreement and all of the other Loan Documents
          are within the Company's  corporate powers,  have been duly authorized
          by  all  necessary   corporate  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 ByLaws of the  Company or of any  agreement  binding
          upon the Company or its properties.

     c.   Validity and Binding Nature.  This Agreement and all of the other Loan
          Documents 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.  The Company's pro forma  financial  statements
          provided  to the Bank dated  April 30,  2001,  have been  prepared  in
          accordance with GAAP. The Company's audited  financial  statements and
          its unaudited interim financial statements to be furnished to the Bank
          pursuant  to  Section  5(b) of this  Agreement  will  be  prepared  in
          accordance with generally accepted accounting principles  consistently
          applied  except,  as to the interim  statements,  for the absence of a
          statement of cash flows,  footnotes and  adjustments  normally made at
          year end  which are not  material  in  amount.  Such  statements  will
          present  fairly the financial  position of the Company as of the dates
          thereof and

                                       14



<PAGE>


          the results of its  operations  for the periods  covered and since the
          date of the  latest  of such  statements  there  has been no  material
          adverse  change in the  financial  position  of the  Company or in the
          results of its operations.

     e.   Litigation and  Contingent  Liabilities.  No  litigation,  arbitration
          proceedings  or  governmental  proceedings  are pending or  threatened
          against the Company which would, if adversely  determined,  materially
          and adversely affect its financial  position or continued  operations.
          The Company has no material contingent liabilities not provided for or
          disclosed in the financial  statements  referred to in Section 3(d) or
          in the  "Schedule of  Exceptions"  attached  hereto as Exhibit "F."

     f.   Liens.  None of the assets of the Company are subject to any mortgage,
          pledge,  title retention lien, or other lien,  encumbrance or security
          interest  except for liens and  security  interests  described  in the
          exceptions enumerated in Section 6(b).

     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
          ERISA, the Code and such rules and regulations.  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 412(c)
          (1) of the Code,  and the present  value of all benefits  vested under
          each Plan did not exceed,  as of the last annual  valuation  date, the
          value of the assets of the respective  Plans  allocable to such vested
          benefits.  The Company has no knowledge that any "reportable event" as
          defined in ERISA has occurred with respect to any Plan.

     h.   Payment of Taxes.  The Company has filed all federal,  state and local
          tax returns and tax related  reports  which the Company 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.

                                       15



<PAGE>


     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 and other Federal Regulations. 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  consolidated  assets of the  Company  consists  of margin  stock,
          within the contemplation of Regulation U, as amended.

     k.   Hazardous  Substances.   Except  as  disclosed  on  the  "Schedule  of
          Exceptions"  attached  hereto as Exhibit "E" to the best  knowledge of
          the  Company  after due inquiry  and  investigation;  (i) there are no
          underground  storage  tanks  of any  kind  on any  premises  owned  or
          occupied  by or under lease to the  Company;  (ii) there are no tanks,
          drums or other containers of any kind on premises owned or occupied by
          or under lease to the  Company,  the  contents of which are unknown to
          the Company;  (iii) 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 in reportable  quantities,  and (iv) no Hazardous
          Substances  in  reportable  quantities  have been released on any such
          premises  nor  is  there  any  threat  of  release  of  any  Hazardous
          Substances in reportable quantities on any such premises.

     l.   Subsidiaries.  The Company has no  Subsidiaries as of the date of this
          Agreement.

     m.   Ownership.  Immediately  prior to the execution of this  Agreement and
          the  consummation  of the  transactions  contemplated  hereunder,  all
          capital  stock of the Company is owned by Obsidian  Capital  Partners,
          L.P., an Indiana limited partnership.

     Section 4. COLLATERAL FOR THE OBLIGATIONS.  The Obligations will be secured
and supported as provided in this Section:

     a.   Security  Agreement.  The  Obligations  shall be secured by a security
          interest  in all  of  the  Company's  equipment,  inventory,  accounts
          receivable, general intangibles and depository and concentration

                                       16



<PAGE>


          accounts  maintained by the Company  individually  or jointly with the
          Bank  or any of the  Bank's  affiliates,  all  whether  now  owned  or
          hereafter  acquired,  and  in all  proceeds  thereof,  which  security
          interest  will be  created  by a  Security  Agreement  (the  "Security
          Agreement")  in the form  attached  hereto as Exhibit "G" The Security
          Agreement will provide a security interest in the collateral described
          therein subject only to liens and security interests  described in the
          exceptions enumerated in Section 6(b).

     b.   Mortgages.  The  Obligations  will  further be secured by the mortgage
          lien and security interests created by a Mortgage, Security Agreement,
          Assignment of Rents and Fixture Filing in the form attached  hereto as
          Exhibit  "H" (the  "Indiana  Mortgage")  on the real estate in Elkhart
          County,  Indiana,  owned by the  Company and  commonly  known as 19985
          County Road 8,  Bristol,  Indiana  (referred to in this Section as the
          "Indiana Real Estate"). The Obligations will be further secured by the
          mortgage lien and security interests created by a Mortgage in the form
          attached  hereto as Exhibit "I" (the  "Michigan  Mortgage")  and by an
          Assignment of Rents and Leases in the form attached  hereto as Exhibit
          "S" ("the  Michigan  Assignment  of Leases") on the real estate in St.
          Joseph  County,  Michigan,  owned by the Company and commonly known as
          68939 M 103, White Pigeon, Michigan 49099 (referred to in this Section
          as the  "Michigan  Real  Estate").  The  Obligations  will be  further
          secured by the lien of a Leasehold Mortgage in the form of Exhibit "R"
          (the "Leasehold Mortgage") and by an Assignment of Rents and Leases in
          the form of Exhibit "T" attached hereto (the "Encroachment  Assignment
          of Leases") on the leasehold  interest of the Company  created by that
          certain  Real  Estate  Lease  entered  into by and among the  Company,
          Joseph  A.  Hamlin,  Trustee  of the  Joseph  A.  Hamlin  Trust  dated
          September 11, 1992,  Christopher C. Hamlin, and Dennis F. Jones, dated
          as of even date  herewith (the  "Encroachment  Lease") on certain real
          estate  located in White  Pigeon,  St.  Joseph  County,  Michigan (the
          "Encroachment  Parcel").The  Indiana  Real Estate,  the Michigan  Real
          Estate,  and  the  Encroachment   Parcel  are  hereinafter   sometimes
          collectively  referred  to the as the "Real  Estate"  and the  Indiana
          Mortgage,  the  Leasehold  Mortgage,  and the  Michigan  Mortgage  are
          hereinafter sometimes

                                       17



<PAGE>


          each referred to as a "Mortgage" and  collectively  referred to as the
          "Mortgages"). In support of the Mortgages, and the Michigan Assignment
          of Leases and the Encroachment Assignment of Leases, the Company shall
          provide  to  the  Bank  at  the   Company's   expense  the   following
          documentation:

          (i)  Title  Insurance.  The  Company  shall  provide  the Bank  with a
               mortgagee's title insurance policy in the amount of $395,000 with
               respect to the Indiana Mortgage,  and in the amount of $1,000,000
               with  respect  to the  Michigan  Mortgage,  and in the  amount of
               $100,000  with  respect  to the  Leasehold  Mortgage,  all on the
               American Land Title  Association form of mortgagee's title policy
               (1992   Revision),   which  shall  include  a  revolving   credit
               endorsement,  an ALTA form of Comprehensive endorsement,  an ALTA
               form 3.1 zoning endorsement, an access endorsement, a last dollar
               endorsement, and such other endorsements as the Bank may require.
               The coverage provided by each title insurance policy shall Mot be
               subject  to the  standard  exceptions  as to rights of parties in
               possession  and  matters  which  would be  disclosed  by  survey,
               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 arid adversely  affect the value or  marketability  of
               the  applicable  Real Estate or the  usefulness of the applicable
               Real Estate in the  operations of the Company,  and (B) the liens
               described in the exceptions enumerated in Section 6(b).

          (iii)Appraisal  Reports.  The Company shall provide to the Bank at the
               Company's expense an appraisal report for the Indiana Real Estate
               and the  Michigan  Real  Estate each  addressed  to the Bank with
               respect to the applicable Real Estate 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
               ("FIRREA") and shall be 18



<PAGE>


               prepared in response to an engagement  letter to be issued by the
               Bank.

          (iii)Environmental  Reports.  The Company  shall furnish 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 the Indiana Real Estate or
               the Michigan Real Estate.  The report or reports 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
               applicable  Real  Estate;  B) a  statement  of the  results of an
               inspection of the applicable 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  applicable  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 applicable  Real Estate,  human health or the
               environment or in violation of any laws or regulations,  state or
               federal,  whether  the  applicable  Real  Estate  is or has  been
               affected by any Hazardous  Substances  and whether the applicable
               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 applicable 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
               applicable  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 19



<PAGE>


               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) Surveys.   The  Company  shall  furnish  the  Bank  with  Minimum
               Standards   Detail  Land  Title  Survey   together  with  Minimum
               Standards Detail Certificates certified to the Bank prepared by a
               registered  land  surveyor or engineer  dated within  thirty (30)
               days preceding  closing,  which surveys shall locate all recorded
               easements with recording  information  and contain a statement as
               to whether or not the Indiana  Real Estate or the  Michigan  Real
               Estate, as applicable, is in a flood plain.

          (v)  Flood Hazard  Determination  Forms.  The Company shall obtain the
               completion of a 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 for the Indiana Real Estate and the
               Michigan Real Estate.

     c.   Subordination  Agreements.  The  indebtedness of the Company to United
          Expressline  under that certain  Promissory Note dated as of even date
          herewith in the original  principal amount of  $1,500,000.00  shall be
          subordinated to the  indebtedness of the Company to the Bank under the
          terms  of  a  Subordination   Agreement  (the  "United   Subordination
          Agreement")  in  the  form  of  Exhibit  "J"  attached   hereto.   The
          indebtedness   of  the  Company  to  Huntington   under  that  certain
          Promissory  Note  dated  as of event  date  herewith  in the  original
          principal amount of $3,500,000.00 issued pursuant to the Note Purchase
          Agreement shall be subordinated to the  indebtedness of the Company to
          the Bank under the terms of a Subordination Agreement (the "Huntington
          Subordination  Agreement") in the form of Exhibit "K" attached hereto.
          The   indebtedness  of  the  Company  to  Danzer  under  that  certain
          Promissory  Note  dated  as of  even  date  herewith  in the  original
          principal   amount  of  $500,000.00   shall  be  subordinated  to  the
          indebtedness  of  the  Company  to  the  Bank  under  the  terms  of a
          Subordination  (the "Danzer  Subordination  Agreement)  in the form of
          Exhibit  "L"  attached  hereto.  The  management  fees  payable by the
          Company to Danzer shall be

                                       20



<PAGE>


          subordinated   to  the   Obligations   pursuant   to  the   Management
          Subordination  Agreement  described in Section 6(a) hereto (the United
          Expressline  Subordination  Agreement,  the  Huntington  Subordination
          Agreement,  the  Management  Subordination  Agreement,  and the Danzer
          Subordination  Agreement are each called a  "Subordination  Agreement"
          and collectively referred to as the "Subordination Agreements").

     d.   Guaranty Agreements.  Payment of the Obligations shall be supported by
          the unconditional guaranty of prompt payment of Danzer, which guaranty
          shall be  evidenced  by a Guaranty  Agreement  (the  "Danzer  Guaranty
          Agreement")  in the form  attached  hereto  as  Exhibit  "M"  attached
          hereto. Payment of the Obligations up to a maximum principal amount of
          $1,000,000  shall also be supported by the  unconditional  guaranty of
          prompt  payment of Obsidian,  which  guaranty  shall be evidenced by a
          Guaranty  Agreement  (the "Obsidian  Guaranty  Agreement") in the form
          attached  hereto as Exhibit  "N." Payment of the  Obligations  up to a
          maximum  principal  amount of $500,000  shall also be supported by the
          unconditional  guaranty  of  prompt  payment  of  Terry  G.  Whitesell
          ("Whitesell")  , which  guaranty  shall  be  evidenced  by a  Guaranty
          Agreement (the  "Whitesell  Guaranty  Agreement") in the form attached
          hereto as  "Exhibit  O."  Payment of the  Obligations  up to a maximum
          principal   amount  of  $500,000   shall  also  be  supported  by  the
          unconditional guaranty of prompt payment of Timothy Durham ("Durham"),
          which guaranty shall be evidenced by a Guaranty Agreement (the "Durham
          Guaranty  Agreement")  in the form  attached  hereto  as  Exhibit  "P"
          (Danzer,  Obsidian,  Whitesell,  and Durham,  are each  referred to as
          "Guarantor"  and  collectively,  as the  "Guarantors,"  and the Danzer
          Guaranty  Agreement,  the Obsidian Guaranty  Agreement,  the Whitesell
          Guaranty  Agreement,  and  the  Durham  Guaranty  Agreement  are  each
          referred  to  as  a  "Guaranty  Agreement"  and  collectively  as  the
          "Guaranty Agreements").  Each of the Obsidian Guaranty Agreement,  the
          Durham Guaranty Agreement,  and the Whitesell Guaranty Agreement shall
          provide  that  the  guaranty   obligation  provided  thereunder  shall
          terminate and the respective Guarantor shall have no further liability
          thereunder  upon  payment  in full of all  outstanding  principal  and
          accrued  interest  under Term Loan III  provided  that at such time no
          Event

                                       21



<PAGE>


          of  Default  or  Unmatured  Event  of  Default  has  occurred  and  is
          continuing.

     e.   Capital  Contribution  Agreement.  Danzer and Obsidian  shall agree to
          make a capital  contribution  on behalf of the  Company  whenever  the
          Company fails to comply with the financial  covenants set forth in the
          Note  Purchase   Agreement  pursuant  to  the  terms  of  the  Capital
          Contribution  Agreement  to be  entered  into  by  and  among  Danzer,
          Obsidian, the Bank, the Company, and Huntington in the form of Exhibit
          "U" attached hereto (the "Capital Maintenance Agreement").

     Section 5. AFFIRMATIVE  COVENANTS OF THE COMPANY.  Until all Obligations of
the  Company  terminate  or are  paid and  satisfied  in full and so long as the
Commitment  is  outstanding,  the Company shall  strictly  observe the following
covenants:

     a.   Corporate   Existence.   The  Company  shall  preserve  its  corporate
          existence.  The Company  shall notify the Bank  promptly upon changing
          its name  from  "United  Acquisition,  Inc." to  "United  Expressline,
          Inc.," and shall provide the Bank with all necessary  written evidence
          of such name change  including but not limited to a complete copy of a
          file-marked  Amendment  to  Articles of  Incorporation  filed with the
          Indiana Secretary of State's Office amending the name of the Company.

     b.   Reports, Certificates and Other Information. The Company shall furnish
          to the Bank copies of the following financial statements, certificates
          and other information:

          (i)  Annual  Statements.  As soon as available and in any event within
               one  hundred  twenty  (120) days  after the close of each  fiscal
               year,  financial  statements  of the Company for such fiscal year
               prepared and  presented in  accordance  with  generally  accepted
               accounting  principles,  consistently applied (except for changes
               in which the  independent  accountants of the Company  concur) in
               each case setting forth in comparative form corresponding figures
               for the  preceding  fiscal year,  together with the audit report,
               unqualified  as  to  scope,  of  independent   certified   public
               accountants  approved by the Bank,  which  approval  shall not be
               unreasonably  withheld , together with the management  letter, if
               any, issued by such independent certified public accountants. 22



<PAGE>


          (ii) Interim Statements.  As soon as available and in any event within
               thirty (30) days after the end of each fiscal quarter,  a copy of
               the interim financial statements of the Company,  consisting at a
               minimum of:

               A.   the balance sheet as of the end of the quarter, and

               B.   a statement of income for the quarter and for the partial or
                    full fiscal year ended as of the end of the quarter,  all in
                    reasonable   detail   and   accompanied   by   the   written
                    representation of the chief financial officer of the Company
                    that  such  financial   statements  have  been  prepared  in
                    accordance  with generally  accepted  accounting  principles
                    (except that they need not include a statement of cash flows
                    and footnotes and need not reflect adjustments normally made
                    at  year  end,  if such  adjustments  are  not  material  in
                    amount),  consistently applied, (except for changes in which
                    the  independent  accountants  of the  Company  concur)  and
                    present fairly the financial position of the Company and the
                    results of its operation as of the dates of such  statements
                    and for the fiscal periods then ended.

          (iii)Whitesell and Durham Financial Statements.  On or before April 15
               each year,  financial  statements  of Whitesell and Durham on the
               Bank's form.

          (iv) Officer's  Certificate.  Contemporaneously with the furnishing of
               each set of financial statements provided for in Sections 5(b)(i)
               and 5(b)(ii), an Officer's Certificate.

          (v)  Borrowing  Base  Certificates.  Within thirty (30) days after the
               end of each month, a Borrowing Base  Certificate as of that month
               end  and  promptly  as of  such  other  dates  as  the  Bank  may
               reasonably require. Each Borrowing Base Certificate shall include
               or be accompanied by an accounts  receivable aging report in such
               form as may be reasonably acceptable to the Bank.

          (vi) 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.

                                       23



<PAGE>


          (vii)Notice of Default or  Litigatio .  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 material  adverse  effect  upon the  Company,
               written  notice  thereof  describing the same and the steps being
               taken with respect thereto.

          (viii) Compliance Certificates. Within thirty (30) days following each
               month end, a certificate of the Chief Financial  Officer or other
               appropriate officer of the Company demonstrating  compliance with
               the financial  covenants stated in Section 5(g). Such certificate
               shall  relate the  covenants to the  month-end  figures and shall
               otherwise  be in such  form and  provide  such  detail  as may be
               reasonably satisfactory to the Bank.

          (ix) Registration  Statements  and Reports.  Promptly upon filing with
               the  Securities and Exchange  Commission or any state  securities
               regulatory authority,  copies of all registration  statements and
               all  periodic  and special  reports  required or  permitted to be
               filed under federal or state securities laws and regulations.

          (x)  Other  Information.  From  time to time  such  other  information
               concerning the Company 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.

     d.   Insurance.  In addition to any insurance required by the Mortgages and
          the Security  Agreement,  the Company shall maintain such insurance as
          may be  required by law and such other  insurance,  to such extent and
          against such hazards and liabilities,  as is customarily maintained by
          companies similarly  situated.  The Company agrees to name the Bank as
          additional  loss payee on any such  insurance  policy under a standard
          lender's loss payable  clause and to provide a copy of any such policy
          to the Bank.

                                       24



<PAGE>


     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:

          (i)  Capital Base. The Company shall  maintain a minimum  Capital Base
               at a  level  not  less  than  $6,750,000.00  at all  times  until
               September  30,  2001,  with the  minimum  Capital  Base  required
               hereunder  increasing on September 30, 2001,  and on the last day
               of each fiscal quarter thereafter, by seventy-five percent (75 %)
               of the  Company's  net income for the fiscal  period  then ended,
               exclusive of losses.

          (ii) Fixed  Charge  Coverage  Ratio.  For each  period of twelve  (12)
               consecutive  calendar  months  commencing with the calendar month
               ending July 31, 200 1, the Company shall  maintain a fixed charge
               coverage  ratio of not less than 1.15 to 1.00 until  October  31,
               2002, and not less than l.20 to 1.00 at all times thereafter. For
               purposes of this  covenant,  the phrase " fixed  charge  coverage
               ratio"  means the ratio of. (A) the sum of the  Company's  EBITDA
               plus  capital  contributions  made to the Bank under the  Capital
               Contribution  Agreement,  over (B) the sum of the principal  paid
               plus  interest  expense plus capital  expenditures  not paid from
               borrowed funds.

     h.   Primary Banking  Relationship.  The Company shall maintain its primary
          concentration and deposit accounts with the Bank.

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

                                       25



<PAGE>


          be filed pursuant to ERISA, the Code, and such rules and regulations.

     j.   Hazardous Substances. If the Company or any Subsidiary should commence
          the use, treatment, transportation, generation, storage or disposal of
          any Hazardous Substance in reportable  quantities in its operations in
          addition to those noted in Exhibit "F"  attached  hereto,  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  or any  Subsidiary  in
          reportable   quantities  to  be  accounted  for  and  disposed  of  in
          compliance  with all  applicable  federal,  state and  local  laws and
          regulations.  The  Company  shall  notify  the Bank  immediately  upon
          obtaining knowledge that:

          (i)  any premises  which have at any time been owned or occupied by or
               have been under  lease to the Company or any  Subsidiary  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

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

If the Company or any Subsidiary is notified of any event described at items (i)
or (ii) above, the Company shall  immediately  engage or cause the Subsidiary to
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 or the Subsidiary 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



<PAGE>


financial  liability  of  the  Company  or the  Subsidiary  identified  by  such
environmental  consultants  or  engineers.  The  selection  of any  engineers or
environmental  consultants  engaged pursuant to die requirements of this Section
shall be  subject  to the  approval  of the Bank,  which  approval  shall not be
unreasonably withheld.

     k.   Change  in  Control.  Contemporaneously  with  the  execution  of this
          Agreement, Obsidian shall exchange all of its ownership of the Company
          represented  by the  Company's  capital  stock with Danzer (the "Share
          Exchange") so that upon the  consummation of the Share Exchange Danzer
          will own all of the capital stock of the Company.

     Section 6. NEGATIVE COVENANTS OF THE COMPANY.  Until all Obligations of the
Company  teminate  or are  paid  and  satisfied  in  fall,  and so  long  as the
Commitment  is  outstanding,  the Company shall  strictly  observe the following
covenants:  a. Restricted Payments. The Company shall not purchase or redeem any
shares of the  capital  stock of the  Company or  declare  or pay any  dividends
thereon  except for dividends  payable  entirely in capital  stock.  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  indebtedness  of the  Company.  The  Company  shall  not  pay  any
management  fees to Danzer at any time an Event of Default or Unmatured Event of
Default has occurred  and is  continuing  or would  result  therefrom as farther
provided in the  Subordination  Agreement in the form attached hereto as Exhibit
"Q"  (the  "Management  Subordination  Agreement").  Notwithstanding  any  other
provision of this Section,  the Company may pay dividends from net income to its
sole shareholder, Danzer, for any fiscal year during which the Company's federal
arid state income tax returns are  consolidated  with Danzer's federal and state
income tax returns  with the effect that the Company  pays its federal and state
income tax through Danzer.  b. Liens.  The Company shall not create or permit to
exist any mortgage,  pledge, title retention lien or other lien,  encumbrance or
security interest (all of which are hereafter referred to in this subsection

                                       27



<PAGE>


as a "lien" or  "liens")  with  respect to any  property  or assets now owned or
hereafter acquired except:

          (i)  liens in favor of the Batik created  pursuant to the requirements
               of this Agreement or otherwise,  and liens in favor of Huntington
               Capital Investment Company  subordinated to liens in favor of the
               Bank on terms satisfactory to the Bank;

          (ii) 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;

          (iii)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;

          (iv) 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;

          (v)  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;

          (vi) 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

          (vii)those specific  liens now existing  described on the "Schedule of
               Exceptions" attached hereto as Exhibit F." -----------

                                       28



<PAGE>


     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 or entity,  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:

          (i)  guaranties in favor of the Bank;

          (ii) guaranties by endorsement of instruments  for deposit made in the
               ordinary course of business; and

          (iii)those  specific  existing  guaranties  listed in the "Schedule of
               Exceptions"  attached  hereto  as  Exhibit  "F."

     d.   Loans or Advances.  The Company  shall not make or permit to exist any
          loans or  advances  to any other  person or entity,  except  for:  (i)
          extensions of credit or credit  accommodations to customers or vendors
          made by the  Company in the  ordinary  course of its  business  as now
          conducted; (ii) reasonable salary advances to non-executive employees,
          and other advances to agents and employees for anticipated expenses to
          be  incurred  on behalf of the  Company in the  course of  discharging
          their  assigned  duties;  and (iii) the  specific  items listed in the
          "Schedule of Exceptions" attached hereto as Exhibit "F."

     e.   Mergers,   Consolidations,   Sales,   Acquisition   or   Formation  of
          Subsidiaries. The Company shall not be a party to any consolidation or
          to any merger and shall not purchase the capital stock of or otherwise
          acquire any equity interest in any other business  entity,  except for
          die  Acquisition as contemplated  in the  Acquisition  Documents.  The
          Company shall not acquire any material part of the assets of any other
          business  entity,  except  in the  ordinary  course of  business.  The
          Company shall not sell, transfer,  convey or lease all or any material
          part of its assets, except in the ordinary course of business, or sell
          or assign with or without recourse any receivables.  The Company shall
          not cause to be created or otherwise acquire any Subsidiaries.

                                       29



<PAGE>


     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.

     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.   Principal  Office.  The Company  shall not change the  location of its
          principal  office  unless it gives  not less than ten (10) 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
          on any premises  owned or occupied by or under lease to the Company or
          any Subsidiary.

     Section 7.  CONDITIONS OF LENDING.  The  obligation of the Bank to make any
Advance  and to make the Term  Loan,  Term  Loan II,  and Term Loan III 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 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:  (i) the
          representations  contained in Section 3 (d) will be construed so as to
          refer to the latest financial  statements furnished to the Bank by the
          Company pursuant to

                                       30



<PAGE>


          the requirements of this Agreement, (ii) the representations contained
          in  Section  3(k)  (with  respect  to  Hazardous  Substances)  will be
          construed  so as to  apply  not only to the  Company,  but also to any
          Subsidiaries,  (iii) the representation contained in Section 3(l) will
          be construed  so as to except any  Subsidiary  which may  hereafter be
          formed or acquired by the  Company  with the consent of the Bank,  and
          (iv) all other  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  to be Furnished  at Closing.  The Bank shall have  received
          contemporaneously with the execution of this Agreement, the following,
          each  duly  executed,  currently  dated  and  in  form  and  substance
          satisfactory to the Bank:

          (i)  The Revolving  Note,  the Term Note,  Term Note II, and Term Note
               Ill.

          (ii) The Mortgages.

          (iii)The Security  Agreement and  requisite  Uniform  Commercial  Code
               financing statements.

          (iv) The  Subordination   Agreements  together  with  a  copy  of  the
               Subordinated Notes.

          (v)  The Guaranty Agreements and Certificates Regarding Solvency.

          (vi) The Schedule of Exceptions.

          (vii)A certified  copy of a  Resolution  of the Board of  Directors of
               the Company authorizing the execution,  delivery and performance,
               respectively,  of this  Agreement  and the other  Loan  Documents
               provided  for in this  Agreement to which the Company is a party,
               and the Acquisition Documents to which the Company is a party.

          (viii) A certificate of the Secretary of the Board of Directors 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,
               and the  Acquisition  Documents  to which the Company is a party,
               together  with a  sample  of the  true  signature  of  each  such
               officer.

          (ix) A copy  of  the  file-marked  Articles  of  Incorporation  of the
               Company  certified as complete and correct as of a recent date by
               the  Secretary of State of Indiana,  and a copy of the By-Laws of
               the Company,  certified as complete and correct by the  Secretary
               of the Board of Directors of the Company.

                                       31



<PAGE>


          (x)  A currently dated  Certificate of Existence of the Company issued
               by the  Secretary  of State of  Indiana,  and from each  state in
               which the Company is  qualified or required to be qualified to do
               business.

          (xi) A certified  copy of a  Resolution  of the Board of  Directors of
               Danzer  authorizing  the  execution,  delivery  and  performance,
               respectively,   of  its  Guaranty  Agreement,  its  Subordination
               Agreement,  and the other  Loan  Documents  provided  for in this
               Agreement to which Danzer is a party.

          (xii)A  certificate  of the  Secretary  of the Board of  Directors  of
               Danzer certifying the names of the officer or officers authorized
               to sign its Guaranty Agreement,  its Subordination Agreement, and
               the other Loan Documents  provided for in this Agreement to which
               Danzer is a party,  together with a sample of the true  signature
               of each such officer.

          (xiii) A copy of the file-marked  Articles of  Incorporation of Danzer
               certified  as  complete  and  correct as of a recent  date by the
               Secretary  of State of New  York,  and a copy of the  By-Laws  of
               Danzer, certified as complete and correct by the Secretary of the
               Board of Directors of Danzer.

          (xiv)A currently  dated  Certificate  of Existence of Danzer issued by
               the Secretary of State of New York,  and from each state in which
               Danzer is qualified or required to be qualified to do business.

          (xv) A  certified  copy of a  Resolution  of the  General  Partner  of
               Obsidian  authorizing  the execution,  delivery and  performance,
               respectively,   of  its  Guaranty  Agreement,  its  Subordination
               Agreement,  and the other  Loan  Documents  provided  for in this
               Agreement to which Obsidian is a party.

          (xvi)A certificate of the General  Partnership of Obsidian  certifying
               the  names of the  officer  or  officers  authorized  to sign its
               Guaranty Agreement,  its Subordination  Agreement,  and the other
               Loan  Documents  provided for in this Agreement to which Obsidian
               is a party,  together with a sample of the true signature of each
               such officer.

          (xvii) A copy of the file-marked Certificate of Limited Partnership of
               Obsidian certified as complete and correct as of a recent date by
               the  Secretary  of State of  Delaware,  and a copy of the Limited
               Partnership of Obsidian, certified as complete and correct by the
               General Partner of Obsidian. 32



<PAGE>


          (xviii) A currently dated  Certificate of Existence of Obsidian issued
               by the  Secretary  of State of  Delaware,  and from each state in
               which  Obsidian is  qualified  or required to be  qualified to do
               business.

          (xix)A certified  copy of a  Resolution  of the Board of  Directors of
               United  Expressline  authorizing  the  execution,   delivery  and
               performance,  respectively,  of its Subordination  Agreement, and
               the other Loan Documents  provided for in this Agreement to which
               United  Expressline is a party, and the Acquisition  Documents to
               which United Expressline is a party.

          (xx) A  certificate  of the  Secretary  of the Board of  Directors  of
               United  Expressline  certifying  the  names  of  the  officer  or
               officers authorized to sign its Subordination  Agreement, and the
               other Loan  Documents  provided  for in this  Agreement  to which
               United  Expressline is a party, and the Acquisition  Documents to
               which United  Expressline  is a party,  together with a sample of
               the true signature of each such officer.

          (xxi)A copy of the  file-marked  Articles of  Incorporation  of United
               Expressline certified as complete and correct as of a recent date
               by the  Secretary of State of Indiana,  and a copy of the By-Laws
               of United  Expressline,  certified as complete and correct by the
               Secretary of the Board of Directors of United Expressline.

          (xxii)  A  currently   dated   Certificate   of  Existence  of  United
               Expressline issued by the Secretary of State of Indiana, and from
               each state in which United  Expressline  is qualified or required
               to be qualified to do business.

          (xxiii) The opinion of counsel for the Company  addressed  to the Bank
               to the effect that the  representations  stated in Sections 3(a),
               3(b), 3(c), 3(i), 3 (j) and 3(l) are correct.  Such opinion shall
               be in such form as may be reasonably acceptable to the Bank.

          (xxiv) The Minimum  Standards Detail Land Title Surveys required under
               the terms of Section 4(b)(iv).

          (xxv)The commitments for the title insurance  policies  required under
               the terms of Section 4(b)(I).

          (xxvi) Certificates evidencing the existence of all insurance required
               under the terms of this Agreement or any other Loan Documents.



<PAGE>


          (xxvii) The appraisals required under the terms of Section 4(b)(ii).

          (xxviii) The environmental reports required under the terms of Section
               4(b)(iii).

          (xxix)  The  commitment  fee  required  under  the  terms  of  Section
               2(e)(iii).

          (xxx)The Flood Hazard  Determination Forms required under the terms of
               Section 4(b)(v).

          (xxxi) A complete copy of the  Acquisition  Documents  entered into by
               the Company and United Expressline.

          (xxxii) An appraisal report for the Company's  machinery and equipment
               addressed  to the Bank with  respect to the  Company's  equipment
               showing an orderly liquidation value of not less than $402,840.00
               on the equipment.

          (xxxiii) Evidence satisfactory to the Bank of not less than $1,500,000
               in equity in the Company.

          (xxxiv) A complete copy of the Share Exchange  Agreement  entered into
               by and between  Obsidian  and Danzer with  respect to the capital
               stock of the Company.

          (xxxv) The  opinion of counsel  for United  Expressline  as to the due
               organization of United  Expressline,  the  enforceability  of the
               Purchase Agreement,  and as to such other matters as the Bank may
               reasonably require.

          (xxxvi) Evidence  satisfactory to the Bank of the  consummation of die
               Share Exchange.

          (xxxvii) Evidence  satisfactory  to the Bank of the change in the name
               of the Company to "United  Expressline,  Inc." and the  requisite
               filings in both Indiana and Michigan and such other places as the
               Bank  may  reasonably   require  will  be  consummated  within  a
               reasonable  time  after  closing,  and as to the due  consent  of
               United Expressline as to the use of that name.

          (xxxviii) A photocopy of the executed  Real Estate Lease  entered into
               among the Company,  Joseph A. Hamlin,  Christopher C. Hamlin, and
               Dennis F. Jones,  together with  Landlord's  Consent,  Waiver and
               Estoppel Certificate executed by Joseph A. Hamlin, Christopher C.
               Hamlin,  and Dennis F. Jones,  respectively,  in form and content
               acceptable to the Bank.

          (xxxix)  The  Management   Subordination  Agreement  together  with  a
               complete copy of the Management Agreement.

          (xl) The Capital Contribution Agreement.

          (xli)Copies of all documents  executed by the Company  pursuant to the
               Note Purchase Agreement.

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



<PAGE>


          (xIiii) The fees of legal  counsel for the Bank incurred in connection
               with the drafting,  negotiation,  and execution of this Agreement
               and the other Loan Documents.

     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(a)(ii):

          (i)  An Application for the Advance.

          (ii) An Officer's Certificate.

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

     Section 8. 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 the  Notes  under the terms of this
          Agreement.

     b.   Nonpayment of Other  Indebtedness  for Borrowed Money.  Default by the
          Company in the payment when due, whether by acceleration or otherwise,
          of any other material  indebtedness  for borrowed money, or default in
          the  performance  or  observance of any  obligation or condition  with
          respect to any such other  indebtedness  if the effect of such default
          is to accelerate the maturity of such other  indebtedness or to permit
          the  holder  or  holders  thereof,  or any  trustee  or agent for such
          holders, to cause such indebtedness to become due and payable prior to
          its scheduled maturity, unless the Company 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 in the payment when
          due, or in the  performance  or observance of any material  obligation
          of, or condition agreed to by the Company with respect to any material
          purchase 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.

                                       35



<PAGE>


     d.   Bankruptcy, Insolvency, etc. The Company or any Guarantor 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 or any Guarantor;  or the
          Company or any Guarantor  applying for,  consenting to, or acquiescing
          in the  appointment  of a trustee or receiver  for the Company or such
          Guarantor or any  property  thereof,  or the Company  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 or any  Guarantor or for a substantial  part
          of its property 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 or
          any Guarantor,  and, if involuntary,  being consented to or acquiesced
          in by the Company or such  Guarantor or remaining  for sixty (60) days
          undismissed.

     e.   Warranties and Representations. Any warranty or representation made by
          the Company or any  Guarantor  in this  Agreement or in any other Loan
          Document  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 or any
          Guarantor 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(g) or
          Section 6 of this Agreement.

     g.   Noncompliance With Other Provisions of this Agreement.  Failure of the
          Company to comply with or perform any  covenant or other  provision of
          this 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 8) and  continuance  of such  failure for
          thirty (30) days after notice thereof to the Company from the Bank.

                                       36



<PAGE>


     Section 9. EFFECT OF EVENT OF DEFAULT. If any Event of Default described in
Section 8(d) shall occur, maturity of the Loans shall immediately be accelerated
and 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 Commitment 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 the Loans shall be accelerated and the Notes and
the Loans  evidenced  thereby,  and all other payment  Obligations  shall become
immediately due and payable and the Commitment 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.

     Section 10. WAIVER -  AMENDMENTS.  No delay on the part of the Bank, or any
holder 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  11.  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 parry to this Agreement,  have designated as its address for
such purpose. The addresses referred to are as follows:


                                       37



<PAGE>


         As to the Company:         UNITED ACQUISITION, INC.
                                    Bank One Center/Tower - Suite 3680
                                    111 Monument Circle
                                    Indianapolis, Indiana 46204
                                    Attention: Timothy Durham
                                    Telephone: (317) 691-1413

                                    with copy to :

                                    John L. Egloff, Esquire
                                    RILEY BENNETT & EGLOFF, LLP
                                    One American Square
                                    18th Floor
                                    P.O. Box 82035
                                    Indianapolis, Indiana 46282
                                    Telephone: (317) 636-8000

          As to the Bank:           FIRST INDIANA BANK
                                    135 North Pennsylvania Street
                                    Suite 1900
                                    Indianapolis, Indiana 46204
                                    Attention: Anthony P. Schlichte,
                                               Vice President
                                    Telephone: (317) 269-1637

                                    with copy to:
                                    Madalyn S. Kinsey, Esquire
                                    KROGER, GARDIS & REGAS, L.L.P.
                                    Bank One Center/Circle
                                    Suite 900
                                    111 Monument Circle
                                    Indianapolis, Indiana 46204-5175
                                    Telephone: (317) 264-6836 Ext. 926

     Section 12. COSTS,  EXPENSES AND TAXES.  The Company shall pay or reimburse
the Bank on demand for all  reasonable  out-of-pocket  costs and expenses of the
Bank including  reasonable  attorneys' fees and legal expenses incurred by it in
connection  with the  drafting,  negotiation,  execution,  and  delivery of this
Agreement and the other Loan Documents,  and in connection with the enforcement,
or restructuring in the nature of a workout, of this Agreement or any other Loan
Document. The Company shall also reimburse the Bank for expenses incurred by the
Bank in connection with any audit of the books and records or physical assets of
the Company conducted  pursuant to any right granted to the Bank under the terms
of this Agreement or any other Loan Document.  Such reimbursement shall include,
without  limitation,  reimbursement  of  the  Bank  for  its  overhead  expenses
reasonably  allocated to such  audits.  In  addition,  the Company  shall pay or
reimburse the

                                       38



<PAGE>


Bank for all expenses  incurred by the Bank in connection with the perfection of
any security  interests or mortgage liens granted to the Bank by the Company and
for any stamp or similar  documentary or transaction  taxes which may be payable
in connection with the execution or delivery of this Agreement or any other Loan
Document or in connection with any other  instruments or documents  provided for
herein or  delivered  or  required in  connection  herewith  including,  without
limitation,  expenses  incident to any lien or title  search or title  insurance
commitment or policy. All obligations provided for in this Section shall survive
termination of this Agreement.

     Section 13.  SEVERABILITY.  If any provision of this Agreement or any other
Loan  Documenjt 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 Document and the remaining  provisions shall be enforceable in
accordance with their terms.

     Section 14.  CAPTIONS.  Section  captions  used in this  Agreement  are for
convenience only and shall not affect the construction of this Agreement.

     Section  15.  GOVERNING  LAW -  JURISDICTION.  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
law  rules   might   otherwise   require  the   substantive   rules  of  law  of
anotherjurisdictionto  apply.  The Company  consents to the  jurisdiction of any
state or  federal  court  located  within  Marion  County,  Indiana,  and waives
personal service of any and all process upon the Company. 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 11. The
Company  waives  any  objection  which the  Company  may have to any  proceeding
commenced in a federal or state court  located  within Marion  County,  Indiana,
based upon improper  venue or foram non  conveniens.  Nothing  contained in this
Section  shall affect the right of the Bank to serve legal  process in any other
manner pennitted by law or to bring any action or proceeding against the Company
or its property in the courts of any other jurisdiction.

     Section 16. 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.



<PAGE>


     Section 17.  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  successors  and assigns,  provided  that the
Company's rights under this Agreement shall not be assignable  without the prior
written consent of the Bank.

     Section  18.  WAIVER  OF JURY  TRIAL.  THE  COMPANY  AND THE  BANK  (BY ITS
ACCEPTANCE   HEREOF)   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 THE COMPANY
AND THE BANK  ARISING  OUT OF OR IN ANY WAY  RELATED  TO THIS  AGREEMENT  OR THE
TRANSACTIONS  CONTEMPLATED  BY THIS  AGREEMENT.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING EVIDENCED BY THIS AGREEMENT.

     Section 19.  ARBITRATION.  BANK AND THE COMPANY AGREE THAT UPON THE WRITTEN
DEMAND OF EITHER  PARTY,  WHETHER  MADE BEFORE OR AFTER THE  INSTITUTION  OF ANY
LEGAL  PROCEEDINGS,  BUT  PRIOR  TO  THE  RENDERING  OF  ANY  JUDGMENT  IN  THAT
PROCEEDING,  ALL  DISPUTES,  CLAIMS  AND  CONTROVERSIES  BETWEEN  THEM,  WHETHER
INDIVIDUAL,  JOINT, OR CLASS IN NATURE, ARISING FROM TIES AGREEMENT, OR ANY LOAN
DOCUMENT OR OTHERWISE,  INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTES,
SHALL BE RESOLVED BY BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE
AMERICAN  ARBITRATION  ASSOCIATION  ("AAA").  ANY  ARBITRATION  PROCEEDING  HELD
PURSUANT TO THIS  ARBITRATION  PROVISION  SHALL BE CONDUCTED IN THE CITY NEAREST
THE  COMPANY'S  ADDRESS  HAVING AN AAA  REGIONAL  OFFICE,  OR AT ANY OTHER PLACE
SELECTED BY MUTUAL  AGREEMENT OF THE  PARTIES.  NO ACT TO TAKE OR DISPOSE OF ANY
COLLATERAL  SHALL  CONSTITUTE  A  WAIVER  OF THIS  ARBITRATION  AGREEMENT  OR BE
PROHIBITED BY THIS ARBITRATION AGREEMENT.

     THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK,  USE, AND EMPLOY  ANCILLARY OR  PRELIMINARY  RIGHTS  AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION OF ANY REAL OR PERSONAL PROPERTY, AND ANY SUCH ACTION SHALL NOT 40



<PAGE>


BE DEEMED AN ELECTION OF REMEDIES.  SUCH REMEDIES INCLUDE,  WITHOUT  LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY  RESTRAINING ORDER,  INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE;  OBTAINING A WRIT OF  ATTACHMENT OR
IMPOSITION OF A  RECEIVERSHIP;  OR EXERCISING  ANY RIGHTS  RELATING TO PERSONAL;
PROPERTY,  INCLUDING  EXERCISING THE RIGHT OF SETOFF,  OR TAKING OR DISPOSING OF
SUCH  PROPERTY  WITH  OR  WITHOUT  JUDICIAL  PROCESS  PURSUANT  TO  THE  UNIFORM
COMMERCIAL  CODE.  ANY  DISPUTES,   CLAIMS,  OR  CONTROVERSIES   CONCERNING  THE
LAWFULNESS  OR  REASONABLENESS  OF ANY ACT,  OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY  AGREEMENT  RELATING  TO THE  COLLATERAL,  SHALL ALSO BE  ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR  RESTRAIN  ANY ACT OF ANY  PARTY.  JUDGMENT  UPON ANY AWARD  RENDERED  BY ANY
ARBITRATOR  MAY BE  ENTERED IN ANY COURT  HAVING  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,   ESTOPPEL,  WAIVER,  LACHES  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE BE APPLICABLE  IN AN ACTION  BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION  PROCEEDING
SHALL BE DEEMED THE  COMMENCEMENT  OF ANY ACTION FOR THESE PURPOSE.  THE FEDERAL
ARBITRATION  ACT  (TITLE  9 OF  THE  UNITED  STATES  CODE)  SHALL  APPLY  TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

     Dated as of July 27th, 2001.

                              UNITED ACQUISITION, INC., an Indiana corporation


                              By:__________________________________________
                              Timothy S. Durham, Chairman

                              FIRST INDIANA BANK, a federal savings bank

                              By:__________________________________________
                              Anthony P. Schlichte, Vice President



<PAGE>


                              SCHEDULE OF EXHIBITS

Exhibit "A" - Application for Revolving Loan Advance and Officer's Certificate

Exhibit "B" - Promissory Note (Revolving Loan)($3,500,000.00)

Exhibit "C" - Promissory Note (Term Loan) ($291,000.00)

Exhibit "D" - Promissory Note (Term Loan II) ($1,116,000.00)

Exhibit "E" - Promissory Note (Term Loan III) ($1,750,000.00)

Exhibit "F" - Schedule of Exceptions

Exhibit "G" - Security Agreement (Equipment, Inventory, Accounts Receivable
and General Intangibles)

Exhibit "H" - Mortgage, Security Agreement, Assignment of Rents
and Fixture Filing (Indiana)

Exhibit "I" - Mortgage (Michigan)

Exhibit "J" - Subordination Agreement (United Expressline, Inc.)

Exhibit "K" - Subordination Agreement (Huntington Capital Investment Company)

Exhibit "L" - Subordination Agreement (Danzer Corporation)

Exhibit "M" - Guaranty Agreement (Danzer Corporation)

Exhibit "N" - Guaranty Agreement (Obsidian Capital Partners, L.P.)

Exhibit "O" - Guaranty Agreement (Terry G. Whitesell)

Exhibit "P" - Guaranty Agreement (Timothy Durham)

Exhibit "Q" - Subordination Agreement (Danzer Corporation)

Exhibit "R" - Leasehold Mortgage (St. Joseph County, Michigan)

Exhibit "S" - Assignment of Rents and Leases (St. Joseph County, Michigan)

Exhibit "T" - Assignment of Rents and Leases (St. Joseph County,
Michigan-Encroachment Parcel)

43



<PAGE>


Exhibit "U" - Capital Contribution Agreement (Obsidian Capital Partners, L.P.,
Danzer Corporation, and The Huntington Capital Investment Company)



<PAGE>


                                   Exhibit "A"
                     APPLICATION FOR REVOLVING LOAN ADVANCE




                                                 Date:______________________



FIRST INDIANA BANK
135 North Pennsylvania Street
Suite 1900
Indianapolis, Indiana 46204


Ladies and Gentlemen:

     We  request  an  advance  in the  amount  of  $________________  under  the
Revolving Loan provided for in the Credit  Agreement  dated as of July __, 2001,
between UNITED ACQUISITION, INC., an Indiana corporation and FIRST INDIANA BANK,
a federal  savings  bank.  Please  disburse this Advance by crediting the amount
thereof to our Account No. __________ maintained with you.

                                       Very truly yours,
                                       UNITED ACQUISITION, INC., an Indiana
                                       corporation


                                       By:_________________________________

                                       ---------------------------------
                                       (Printed Name and Title)


                              OFFICER'S CERTIFICATE

     I  represent  that I am the (chief  executive  officer  or chief  financial
officer) of UNITED ACQUISITION, INC., an Indiana corporation (the "Company").

     In  support of the above  Application  for a  Revolving  Loan  Advance  and
pursuant to the terms of the Credit Agreement  mentioned  therein,  I certify to
you that:

1.   Each of the  representations  contained  in  Sections  3(a)  through  3(c),
     inclusive,  and 3(e) through 3(m),  inclusive,  of the Credit Agreement are
     true and correct as of this date.

2.   The financial  statements of the Company as of  _________________,  ______,
     and for the fiscal  year then ended,  and the  financial  statements  as of
     _______________, ______ and for the partial fiscal year then ended, 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,  as those  terms are
     defined in the Credit Agreement, has occurred and is continuing.



                                      -----------------------------------
                                      (Printed Name and Title)

                                      of UNITED ACQUISITION, INC.,
                                      an Indiana corporation



<PAGE>


                                   Exhibit "B"
                                 PROMISSORY NOTE
                                (Revolving Loan)

                                                   Indianapolis, Indiana
$3,500,000.00                                      Dated: July ___, 2001
                                                   Final Maturity: July 1, 2002

     On or before July 1,2002 ("Final Maturity"),  UNITED ACQUISITION,  INC., an
Indiana  corporation (the "Maker") promises to pay to the order of FIRST INDIANA
BANK, a federal savings bank (the "Bank") at the principal office of the Bank at
Indianapolis,  Indiana, the principal sum of Three Million Five Hundred Thousand
and 00/100  Dollars  ($3,500,000.00)  or so much of the principal  amount of the
Loan represented by this Note as may be disbursed by the Bank under the terms of
the  Credit  Agreement  described  below,  and to  pay  interest  on the  unpaid
principal balance outstanding from time to time as provided in this Note.

     This Note evidences indebtedness (the "Loan") incurred or to be incurred by
the Maker  under a  revolving  line of credit  extended to the Maker by the Bank
under a Credit  Agreement  dated the date of this Note.  All  references in this
Note to the Credit  Agreement shall be construed as references to that Agreement
as it may be amended  from time to time.  The Loan is  referred to in the Credit
Agreement as the  "Revolving  Loan."  Subject to the terms and conditions of the
Credit  Agreement,  the  proceeds  of the Loan may be  advanced  and  repaid and
re-advanced  until Final Maturity.  The principal amount of the Loan outstanding
from time to time shall be  determined  by reference to the books and records of
the Bank on which all  Advances  under the Loan and all payments by the Maker on
account of the Loan shall be  recorded.  Such books and records  shall be deemed
prima facie to be correct as to such matters.

     The terms  "Advance"  and "Banking Day" are used in this Note as defined in
the Credit Agreement.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the first  Banking Day of each month  commencing on the first Banking
Day of the month immediately following the month in which this Note is executed.
After maturity, interest shall be due and payable as accrued and without demand.
Interest will be  calculated  by applying the ratio of the annual  interest rate
over a year  of 360  days,  multiplied  by the  outstanding  principal  balance,
multiplied by the actual number of days the principal balance is outstanding.

     The  entire  outstanding  principal  balance  of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Reference is made to
the Credit  Agreement for  provisions  requiring  prepayment of principal  under
certain  circumstances.  Principal  may be prepaid,  but only as provided in the
Credit Agreement.

     If any installment of interest due under the terms of this Note is not paid
when due, then the Bank or any  subsequent  holder of this Note may,  subject to
the terms of the Credit Agreement, at its option and without notice, declare the
entire principal amount of the Note and all accrued interest immediately due and
payable.   Reference  is  made  to  the  Credit  Agreement  which  provides  for
acceleration of the maturity of this Note upon the happening of other "Events of
Default" as defined therein.

     If any  installment  of interest  due under the terms of this Note prior to
maturity  is not paid in full when due,  then the Bank at its option and without
prior  notice to the Maker,  may assess a late payment fee in an amount equal to
five percent (5%) of the amount past due.  Each late payment fee assessed  shall
be due and  payable on the  earlier  of the next  regularly  scheduled  interest
payment  date or the  maturity  of this  Note.  Waiver  by the  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 payments on account of this Note shall be applied  first to expenses of
collection,  next to any late payment  fees which are due and  payable,  next to
interest  which is due and  payable,  and only  after  satisfaction  of all such
expenses, fees and interest, to principal.

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

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

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


                                   UNITED ACQUISITION, INC.,
                                   an Indiana corporation


                                   By:_________________________________

                                   ---------------------------------
                                   (Printed name and title)


<PAGE>


                                   Exhibit "C"
                                 PROMISSORY NOTE
                                   (Term Loan)
                                                  Indianapolis, Indiana
$291,000.00                                       Dated: July ___, 200l
                                                  Final Maturity: July 1, 2006

     UNITED ACQUISITION,  INC., an Indiana corporation (the "Maker") promises to
pay to the order of FIRST INDIANA  BANK, a federal  savings bank (the "Bank") at
the principal banking office of the Bank at Indianapolis, Indiana, the principal
sum of Two Hundred Ninety-One  Thousand and 00/100 Dollars  ($291,000.00) and to
pay interest on the unpaid  principal  balance  outstanding from time to time as
herein provided.

     This Note  evidences a loan (the "Loan")  extended to the Maker by the Bank
under a Credit Agreement dated the date of this Note. The Loan is referred to in
the Credit  Agreement  as the "Term  Loan." All  references  in this Note to the
Credit Agreement shall be construed as references to that Agreement as it may be
amended from time to time.

     The principal of the Loan shall be repaid in  installments in the amount of
$4,850.00 each,  which shall be due and payable  commencing on the first Banking
Day of September,  2001,  and  continuing on the first Banking Day of each month
thereafter  until July 1, 2006,  on which date the entire  principal  balance of
this Note shall be due and payable.  The term "Banking Day" is used in this Note
as  defined in the  Credit  Agreement.  Principal  may be  prepaid,  but only as
provided  in the  Credit  Agreement,  and  provided  further  that  all  partial
prepayments  shall be applied to the latest  maturing  installments of principal
payable under this Note in inverse order of maturity.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the first  Banking Day of each month  commencing on the first Banking
Day of the month immediately  following the month in which this Note is executed
in addition to the installments of principal due on those dates. After maturity,
interest shall be due and payable as accrued and without  demand.  Interest will
be calculated  by applying the ratio of the annual  interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal balance is outstanding.

     If any  installment  of  principal  or interest due under the terms of this
Note is not paid when due, then the Bank or any  subsequent  holder of this Note
may, at its option and without notice,  declare the entire  principal  amount of
this Note and all accrued  interest  immediately  due and payable.  Reference is
made to the Credit  Agreement for other  conditions  under which the maturity of
this Note may be accelerated.

     If any  installment  of principal  and interest due under the terms of this
Note prior to maturity is not paid in full when due, then the Bank at its option
and  without  prior  notice to the Maker,  may assess a late  payment  fee in an
amount equal to five percent (5%) of the amount past due.  Each late payment fee
assessed shall be due and payable on the earlier of the next regularly scheduled
interest  payment date or the  maturity of this Note.  Waiver by the 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 for subsequent later payments.

     All payments on account of this Note shall be applied  first to expenses of
collection,  next to any late payment  fees which are due and  payable,  next to
interest  which is due and  payable,  and only  after  satisfaction  of all such
expenses, fees and interest, to principal.

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

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

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


                              UNITED ACQUISITION, INC., an Indiana corporation


                              By:_________________________________

                              ---------------------------------
                              (Printed name and title)



<PAGE>


                                   Exhibit "D"
                                 PROMISSORY NOTE
                                 (Term Loan II)
                                                 Indianapolis, Indiana
$1,116,000.00                                    Dated:  July __, 2001
                                                 Final Maturity: July 1, 2006

     UNITED ACQUISITION,  INC., an Indiana corporation (the "Maker") promises to
pay to the order of FIRST INDIANA  BANK, a federal  savings bank (the "Bank") at
the principal banking office of the Bank at Indianapolis, Indiana, the principal
sum  of  One  Million  One  Hundred   Sixteen   Thousand   and  00/100   Dollars
($1,116,000.00)  and to pay interest on the unpaid principal balance outstanding
from time to time as herein provided.

     This Note  evidences a loan (the "Loan")  extended to the Maker by the Bank
under a Credit Agreement dated the date of this Note. The Loan is referred to in
the  Credit  Agreement  as "Term  Loan II." All  references  in this Note to the
Credit Agreement shall be construed as references to that Agreement as it may be
amended from time to time.

     The principal of the Loan shall be repaid in  installments in the amount of
$6,200.00 each,  which shall be due and payable  commencing on the first Banking
Day of September,  2001,  and  continuing on the first Banking Day of each month
thereafter  until July 1, 2006,  on which date the entire  principal  balance of
this Note shall be due and payable.  The term "Banking Day" is used in this Note
as  defined in the  Credit  Agreement.  Principal  may be  prepaid,  but only as
provided  in the  Credit  Agreement,  and  provided  further  that  all  partial
prepayments  shall be applied to the latest  maturing  installments of principal
payable under this Note in inverse order of maturity.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the first  Banking Day of each month  commencing on the first Banking
Day of the month immediately  following the month in which this Note is executed
in addition to the installments of principal due on those dates. After maturity,
interest shall be due and payable as accrued and without  demand.  Interest will
be calculated  by applying the ratio of the annual  interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal balance is outstanding.

     If any  installment  of  principal  or interest due under the terms of this
Note is not paid when due, then the Bank or any  subsequent  holder of this Note
may, at its option and without notice,  declare the entire  principal  amount of
this Note and all accrued  interest  immediately  due and payable.  Reference is
made to the Credit  Agreement for other  conditions  under which the maturity of
this Note may be accelerated.

     If any  installment  of principal  and interest due under the terms of this
Note prior to maturity is not paid in full when due, then the Bank at its option
and  without  prior  notice to the Maker,  may assess a late  payment  fee in an
amount equal to five percent (5%) of the amount past due.  Each late payment fee
assessed shall be due and payable on the earlier of the next regularly scheduled
interest  payment date or the  maturity of this Note.  Waiver by the 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 for subsequent later payments.

     All payments on account of this Note shall be applied  first to expenses of
collection,  next to any late payment  fees which are due and  payable,  next to
interest  which is due and  payable,  and only  after  satisfaction  of all such
expenses, fees and interest, to principal.

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

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

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


                           UNITED ACQUISITION, INC., an Indiana corporation


                           By:_______________________________________

                           ---------------------------------------
                           (Printed name and title)





<PAGE>


                                   Exhibit "E"
                                 PROMISSORY NOTE
                                 (Term Loan III)

                                                 Indianapolis, Indiana
$1,750,000.00                                    Dated:  July __, 2001
                                                 Final Maturity: July 1, 2003

     UNITED ACQUISITION,  INC., an Indiana corporation (the "Maker") promises to
pay to the order of FIRST INDIANA  BANK, a federal  savings bank (the "Bank") at
the principal banking office of the Bank at Indianapolis, Indiana, the principal
sum  of  One  Million   Seven  Hundred   Fifty   Thousand  and  00/100   Dollars
($1,750,000.00)  and to pay interest on the unpaid principal balance outstanding
from time to time as herein provided.

     This Note  evidences a loan (the "Loan")  extended to the Maker by the Bank
under a Credit Agreement dated the date of this Note. The Loan is referred to in
the Credit  Agreement  as "Term Loan  III." All  references  in this Note to the
Credit Agreement shall be construed as references to that Agreement as it may be
amended from time to time.

     The principal of the Loan shall be repaid in  installments in the amount of
$72,916.67 each, which shall be due and payable  commencing on the first Banking
Day of September,  2001,  and  continuing on the first Banking Day of each month
thereafter  until July 1, 2003,  on which date the entire  principal  balance of
this Note shall be due and payable.  The term "Banking Day" is used in this Note
as  defined in the  Credit  Agreement.  Principal  may be  prepaid,  but only as
provided  in the  Credit  Agreement,  and  provided  further  that  all  partial
prepayments  shall be applied to the latest  maturing  installments of principal
payable under this Note in inverse order of maturity.

     Interest on the unpaid principal  balance of the Loan outstanding from time
to time prior to and after maturity will accrue at the rate or rates provided in
the Credit  Agreement.  Prior to  maturity,  accrued  interest  shall be due and
payable on the first  Banking Day of each month  commencing on the first Banking
Day of the month immediately  following the month in which this Note is executed
in addition to the installments of principal due on those dates. After maturity,
interest shall be due and payable as accrued and without  demand.  Interest will
be calculated  by applying the ratio of the annual  interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal balance is outstanding.

     If any  installment  of  principal  or interest due under the terms of this
Note is not paid when due, then the Bank or any  subsequent  holder of this Note
may, at its option and without notice,  declare the entire  principal  amount of
this Note and all accrued  interest  immediately  due and payable.  Reference is
made to the Credit  Agreement for other  conditions  under which the maturity of
this Note may be accelerated.

     If any  installment  of principal  and interest due under the terms of this
Note prior to maturity is not paid in full when due, then the Bank at its option
and  without  prior  notice to the Maker,  may assess a late  payment  fee in an
amount equal to five percent (5%) of the amount past due.  Each late payment fee
assessed shall be due and payable on the earlier of the next regularly scheduled
interest  payment date or the  maturity of this Note.  Waiver by the 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 for subsequent later payments.

     All payments on account of this Note shall be applied  first to expenses of
collection,  next to any late payment  fees which are due and  payable,  next to
interest  which is due and  payable,  and only  after  satisfaction  of all such
expenses, fees and interest, to principal.

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

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

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


                              UNITED ACQUISITION, INC., an Indiana corporation


                              By:_________________________________

                              ---------------------------------
                              (Printed name and title)



<PAGE>


                                   Exhibit "F"
                             SCHEDULE OF EXCEPTIONS


     This Schedule is a part of the Credit Agreement between UNITED ACQUISITION,
INC., an Indiana corporation(the  "Company"),  and FIRST INDIANA BANK, a federal
savings bank (the  "Bank")  dated as of the date of this  Schedule.  The Company
hereby certifies as follows:

1.   Litigation  and  Contingent  Liabilities.  There are no  exceptions  to the
     representations  contained in Section 3(e) with respect to  litigation  and
     contingent liabilities, except the following: None.

2.   Hazardous  Substances.  There  are  no  exceptions  to  the  representation
     contained in Section 3(k), except the following: None.

3.   Liens. There are no "liens" (as defined in Section 6(b)) on any property of
     the Company  except for liens of the types  described  in items (i) through
     (vi) of the  enumeration  contained  in  Section  6(b),  and except for the
     following: None.

4.   Guaranties.  The  Company is not a  guarantor  or surety  of, or  otherwise
     responsible  in any manner  with  respect to any  undertaking  of any other
     person or entity,  except for the items of the type  described in items (i)
     and (ii) of the  enumeration  contained in Section 6(c), and except for the
     following: None.

5.   Loans and  Advances.  The Company  does not have  outstanding  any loans or
     advances to any person or entity  except for items of a type  described  in
     items (i) and (ii) of the enumeration contained in Section 6(d), and except
     for the following: None.

6.   Indebtedness and Capital Leases.  The Company presently has no indebtedness
     for  borrowed  money nor is the Company a lessee  under any  capital  lease
     except for such  obligations  to the Bank,  and  except for the  following:
     None.

Dated as of July __, 2001.

                            UNITED ACQUISITION, INC., an Indiana corporation


                            By:_______________________________________

                            ---------------------------------------
                            (Printed name and title)



<PAGE>


                                   Exhibit "G"
                               SECURITY AGREEMENT
        (Equipment, Inventory, Accounts Receivable, General Intangibles,
                     Chattel Paper, and Depository Accounts)


     UNITED ACQUISITION, INC., an Indiana corporation (the "Company"), grants to
FIRST INDIANA BANK, a federal  savings bank (the "Bank") a security  interest in
all  of  the  Company's  Equipment,   Inventory,  Accounts  Receivable,  General
Intangibles,  Chattel  Paper,  and  Depository  Accounts,  whether  now owned or
hereafter  acquired,  and in the  proceeds  thereof  to secure the  payment  and
performance of all of the Obligations.  Such security interest is granted on the
terms stated in this Security Agreement.

1.   DEFINITIONS.  As used in this Security Agreement,  the following terms have
     the meanings indicated when used with the initial letter capitalized:

          (a)  "Account  Debtor"  means a party who is  obligated to the Company
               with respect to any Account Receivable, or General Intangible.

          (b)  "Accounts  Receivable"  or  "Account"  is used as  defined in the
               Uniform Commercial Code.

          (c)  "Chattel  Paper" is used as  defined  in the  Uniform  Commercial
               Code.

          (d)  "Collateral"  means all  property  or rights in which a  security
               interest is granted under this Security Agreement.

          (e)  "Collateral Account" is used as defined in Paragraph 10(a).

          (f)  "Credit Agreement" means the Credit Agreement between the Company
               and the Bank dated the date of this Security Agreement, as it may
               be amended from time to time.

          (g)  "Default"  means an "Event of  Default"  as defined in the Credit
               Agreement.

          (h)  "Depository  Accounts"  means all  depository  and  concentration
               accounts of the Company and its Subsidiaries  maintained with the
               Bank or any  affiliate  of the Bank,  whether  in the name of the
               Company individually or jointly with any such Subsidiary or other
               third party.

          (i)  "Equipment" means all of the furniture,  fixtures,  machinery and
               equipment of the Company  together  with all tools,  accessories,
               parts and accessions now in,  attached to or hereafter  placed in
               or  added  to such  property,  and any  replacements  of any such
               property.

          (j)  "General   Intangibles"   is  used  as  defined  in  the  Uniform
               Commercial Code.

          (k)  "Inventory"  means all goods  which are held for sale or lease to
               customers or which are  furnished,  have been furnished or are to
               be  furnished  under  contracts  of  service,  or  which  are raw
               materials,  work in process or materials  used or consumed in the
               Company's business.

          (1)  "Obligations" is used as defined in the Credit Agreement.

          (m)  "Subsidiary" and "Subsidiaries" are used as defined in the Credit
               Agreement.

          (n)  "Uniform Commercial Code" means the Uniform Commercial Code as in
               effect from time to time in the State of Indiana, or in the state
               where the relevant collateral is located.

2.   FINANCING STATEMENTS. The Company authorizes the Bank at the expense of the
     Company  to  execute  on its  behalf  and  file a  financing  statement  or
     statements in those public offices deemed  necessary by the Bank to perfect
     its security interest.  Such financing statements may be signed by the Bank
     alone.  In addition,  the Company  shall  execute and deliver any financing
     statement  or other  document  that the Bank may  request  to perfect or to
     further evidence the security  interest created by this Security  Agreement
     including,  without limitation, any certificate or certificates of title to
     the  Collateral  with the  security  interest of the Bank noted  thereon or
     executed applications for such certificates of title.

3.   LOCATION, INSPECTION AND PROTECTION OF COLLATERAL. Unless the Company gives
     the Bank not less than ten (10) days  prior  written  notice of  additional
     locations at which Inventory and Equipment shall be kept, all Inventory and
     Equipment is kept and shall be kept at the following addresses:

         19985 County Road 8                     68939 M 103
         Bristol, Indiana 46507                  White Pigeon, Michigan

Unless the Company  gives the Bank written  notice of the location of additional
offices where records of the Company  relative to Accounts  Receivable,  Chattel
Paper,  and General  Intangibles are kept, all such records of the Company shall
be kept at the following address:

                               19985 County Road 8
                             Bristol, Indiana 46507

which, the Company represents,  is also the address of its principal office. The
Company  shall  not keep  duplicate  Accounts  Receivable  records  at any other
address or change the location of its principal  office unless the Company gives
the Bank not less than 10 days' prior written notice of such event.  The Company
shall, at all reasonable times and in a reasonable  manner,  allow the officers,
attorneys and  accountants of the Bank to examine,  inspect,  photocopy and make
abstracts  from the  Company's  books and  records and to verify  Equipment  and
Inventory,  the latter  both as to  quantity  and  quality,  and to arrange  for
verification of Accounts Receivable, under reasonable procedures,  directly with
the Account  Debtors or by other methods.  The Company shall also deliver to the
Bank upon request any  promissory  notes or other papers  evidencing any Account
and any guaranty or collateral and all Chattel Paper  together with  appropriate
endorsements  and assignments and any information  relating thereto and shall do
anything  else the Bank may  reasonably  require to further  protect  the Bank's
interest in the  Collateral.  If any of the  Collateral  consists  of  Equipment
normally used in more than one state and the Company  intends to use any of such
Collateral  in any  jurisdiction  other than a state in which the Company  shall
have  previously  advised the Bank such  Collateral  is to be used,  the Company
shall not  commence  use in such other  jurisdiction  except  upon ten (10) days
prior written notice to the Bank.

4.   FIXTURES.  None of the  Collateral  is  attached  to real  estate  so as to
     constitute  a fixture.  If any  Collateral  is hereafter so attached to any
     real estate, notice of the common address,  legal description,  and name of
     the owner of record of such real estate  shall be  furnished to the Bank at
     least  ten  (10)  days  prior  to such  attachment.  If any  Collateral  is
     hereafter  attached to real estate prior to the  perfection of the security
     interest created by this Security Agreement in such Collateral, the Company
     shall,  on demand,  furnish the Bank with a  disclaimer  of interest in the
     Collateral executed by each person having an interest in such real estate.

5.   THE  COMPANY'S  TITLE.  The  Company has full and clear title to all of the
     Collateral  presently  owned and shall  have such  title to all  Collateral
     hereafter  acquired  except  for  the  security  interest  granted  by this
     Security  Agreement and any other lien or security interest permitted under
     the  terms  of the  Credit  Agreement,  and  the  Company  shall  keep  the
     Collateral  free at all times  from any lien or  encumbrance  except  those
     permitted by the Credit Agreement.  No financing statements covering all or
     any portion of the Collateral is on file at any public office except as may
     be  required  or  permitted  by this  Security  Agreement  and  the  Credit
     Agreement.

6.   THE COMPANY'S DUTY TO MAINTAIN THE  COLLATERAL.  The Company shall keep all
     tangible Collateral in good order and repair and shall not waste or destroy
     any of the  Collateral.  The  Company  shall  not  use  the  Collateral  in
     violation of any statute or ordinance or contrary to the  provisions of any
     policy of insurance thereon.

7.   INSURANCE.  In addition to maintaining  such insurance on the Collateral as
     is required by the Credit Agreement, the Company shall, upon the reasonable
     request of the Bank,  keep the Collateral  insured  against such additional
     risks,  in such amounts and under such policies as the Bank may  reasonably
     require and with such  companies as shall be  reasonably  acceptable to the
     Bank. All policies  providing  insurance on the Collateral  shall,  provide
     that any loss thereunder shall be payable to the Bank under a standard form
     of secured lender's loss payable  endorsement.  The Company  authorizes the
     Bank to endorse on the Company's behalf and to negotiate drafts  reflecting
     proceeds of insurance on the Collateral, provided that the Bank shall remit
     to the Company such  surplus,  if any, as remains  after the proceeds  have
     been applied at the Bank's option,  (a) to the  satisfaction  of all of the
     Obligations or to the  establishment  of a cash collateral  account for the
     Obligations,  or  (b) to  the  replacement  or  repair  of the  Collateral;
     provided,  however, that so long as no Default exists, and provided further
     that the  Company  can  demonstrate  to the  Bank's  satisfaction  that any
     proposed replacement or repair of collateral is economically and physically
     feasible,  such proceeds shall be applied,  at the Company's  option and to
     the extent necessary, as provided in the foregoing clause (b). Certificates
     evidencing the existence of all of the insurance  required under the Credit
     Agreement or this Security  Agreement shall be furnished to the Bank by the
     Company  and the  original  policies  providing  such  insurance  shall  be
     delivered to the Bank at its request.

         8. ADVANCES TO PROTECT COLLATERAL. Upon failure of the Company to
procure any required insurance or to remove any prohibited encumbrance upon the
Collateral or if any policy providing any required insurance is canceled, the
Bank may procure such insurance or remove any encumbrance on the Collateral and
any amounts expended by the Bank for such purposes shall be immediately due and
payable by the Company to the Bank and shall be added to and become a part of
the Obligations secured hereby and shall bear interest at the Prime Rate, as
defined in the Credit Agreement, plus three percent (3%) per annum.

9.   DEALING WITH COLLATERAL  PRIOR TO DEFAULT.  Prior to Default and thereafter
     until  the  Bank  shall  notify  the  Company  of the  revocation  of  such
     authority:

          (a)  the Company may, in the ordinary  course of business,  at its own
               expense,  sell, lease or furnish under contracts of service,  any
               of the Inventory  normally held by the Company for such purposes,
               provided that a sale in the ordinary course of business shall not
               include a transfer  in total or partial  satisfaction  of a debt,
               and the Company may use and consume,  in the  ordinary  course of
               its  business,  any raw  materials,  work in process or materials
               normally held by it for such purposes;

          (b)  the Company shall, at its own expense,  endeavor to collect, when
               due,  all  amounts  due with  respect to any  Accounts or General
               Intangibles,   and  shall  take  such  action  with   respect  to
               collection as the Bank may reasonably  request or, in the absence
               of such request,  as the Company may deem advisable in accordance
               with sound business practice, and

          (c)  the Company may grant, in the ordinary course of business, to any
               Account  Debtor,  any rebate,  refund or adjustment to which such
               Account  Debtor may be entitled,  and may accept,  in  connection
               therewith,  the return of the  goods,  the sale or lease of which
               shall have given rise to the obligation of the Account Debtor.

10.  DEALING WITH COLLATERAL  AFTER DEFAULT.  After Default and upon the request
     of the Bank:

          (a)  the Company  shall upon  receipt of any checks,  drafts,  cash or
               other  remittances  in payment of Inventory sold or in payment of
               Accounts Receivable of the Company, deposit the same in a special
               collateral account (the "Collateral Account") maintained with the
               Bank;  such  proceeds  shall be  deposited  in the form  received
               except for the  indorsement of the Company when  required,  which
               indorsement  the  Bank is  authorized  to  make on the  Company's
               behalf,  and  shall  be held  by the  Bank  as  security  for all
               Obligations;

          (b)  the Company shall deliver to the Bank all other  instruments  and
               Chattel  Paper  which  constitute   proceeds  from  the  sale  of
               Collateral, whether then held or thereafter acquired; and

          (c)  the Company shall keep segregated any such checks,  drafts, cash,
               other instruments, Chattel Paper or other remittances from any of
               the  Company's  other funds or property and shall hold such items
               in trust for the  benefit of the Bank until  delivery to the Bank
               or deposit in the  Collateral  Account and the Bank may apply all
               or any portion of the funds on deposit in the Collateral  Account
               against any Obligations in the order of application  provided for
               in  the  Credit  Agreement  or,  absent  such  provision,  at the
               discretion of the Bank.

After Default,  the Bank may notify any Account Debtor to make payment  directly
to the Bank of any amounts  due or to become due under any  Account  Receivable,
General  Intangible  instrument  or Chattel  Paper and the Bank may  enforce the
collection of any Account Receivable, General Intangible,  instrument or Chattel
Paper in its name or in the name of the Company,  by suit or otherwise,  and may
surrender,  release or exchange all or any part thereof or  compromise or extend
or renew for any period,  whether or not longer than the  original  period,  any
indebtedness  thereunder or evidenced  thereby,  and any Account  Debtor will be
fully  protected  in  relying  upon the  representation  of the Bank that it has
authority  under the terms of this  Security  Agreement to deal with any Account
Receivable,  General  Intangible,  instrument or Chattel Paper and need not look
beyond this Security Agreement and such  representation of the Bank to establish
the Bank's authority in that regard.

11.  SUBSTITUTION  AND SALE OF  EQUIPMENT.  The Company may from time to time so
     long as no Default has  occurred  and is  continuing,  substitute  items of
     Equipment  so long as any new  Equipment  becomes  subject to the  security
     interest  created  by this  Security  Agreement  and is subject to no prior
     liens or  security  interest  other  than  those  permitted  by the  Credit
     Agreement.  So long as no  Default  has  occurred  and is  continuing,  the
     Company  may, in the  ordinary  course of its  business,  sell or otherwise
     dispose of any items of Equipment for which  substitutes have been obtained
     or which are no longer  useful to the Company in its  operations,  provided
     that at least 10 days prior written  notice of any proposed  disposition of
     any  material  amount  of  Equipment  in a single  or a  planned  series of
     transactions  is given to the Bank.  Upon the request of the  Company,  the
     Bank will deliver an  appropriate  release of its security  interest in any
     item of Equipment  disposed of by the Company pursuant to the provisions of
     this paragraph.

12.  REMEDIES  UPON DEFAULT.  Upon the  occurrence of any Default the Bank shall
     have with respect to the Collateral, in addition to all rights and remedies
     specified in the Credit  Agreement,  this  Security  Agreement or any other
     agreement between the Company and the Bank, the remedies of a secured party
     under the Uniform Commercial Code as in force from time to time in Indiana,
     regardless  of  whether  the  Code in such  form has  been  enacted  in the
     jurisdiction  in which any such  right or remedy is  asserted.  Any  notice
     required  by law,  including  but not  limited  to notice  of the  intended
     disposition  of all or any  portion  of the  Collateral,  shall  be  deemed
     reasonably  and  properly  given if  given  at least 10 days  prior to such
     disposition  in the  manner  prescribed  for the  giving of  notices in the
     Credit Agreement.  Any proceeds of the disposition of any of the Collateral
     shall be applied  first to the  payment of the  expenses  of the  retaking,
     holding,  repairing,  preparing  for  sale  and  sale  of  the  Collateral,
     including  reasonable  attorneys'  fees and legal  expenses  in  connection
     therewith and any balance of such proceeds  shall be applied by the Bank to
     the Obligations in such order as the Bank shall determine.

13.  RELATION TO CREDIT AGREEMENT.  This Security Agreement is given pursuant to
     the terms of the Credit  Agreement  and shall be deemed a part  thereof and
     subject to the terms and conditions of the Credit Agreement.

14.  NOTICES.  Any notice required or otherwise  given  concerning this Security
     Agreement  by  either  party to the  other  shall be given as  notices  are
     required to be given under the terms of the Credit Agreement.

                      [This Space Left Blank Intentionally]





         Dated as of July ____, 2001.


                             UNITED ACQUISITION, INC., an Indiana corporation


                             By:_______________________________________

                             ---------------------------------------
                             (Printed name and title)


STATE OF __________ )
                                ) SS:
COUNTY OF ________ )

     Before  me the  undersigned,  a Notary  Public in and for said  County  and
State,     personally     appeared      ______________________________,      the
________________________  of UNITED ACQUISITION,  INC., an Indiana  corporation,
who as such  authorized  officer  acknowledged  the  execution of the  foregoing
Security  Agreement   (Equipment,   Inventory,   Accounts  Receivable,   General
Intangibles,   Chattel  Paper  and  Depository   Accounts)  on  behalf  of  said
corporation this ____ day of July, 2001.


                                ------------------------------------------
                                Notary Public

                                ------------------------------------------
                                Printed Name

My Commission Expires:________________

County of Residence:___________________








<PAGE>


                                   Exhibit "H"

                             Elkhart County, Indiana

                          MORTGAGE, SECURITY AGREEMENT,
                     ASSIGNMENT OF RENTS AND FIXTURE FILING

FOR PURPOSES OF THE SECURITY AGREEMENT CONTAINED IN THIS INSTRUMENT THE "SECURED
PARTY" AND THE "DEBTOR" AND THEIR RESPECTIVE ADDRESSES ARE AS FOLLOWS:

SECURED PARTY:    FIRST INDIANA BANK
                  135 NORTH PENNSYLVANIA
                  SUITE 1900
                  INDIANAPOLIS, INDIANA 46204
                  ATTENTION:        ANTHONY P. SCHLICHTE, VICE PRESIDENT

DEBTOR:           UNITED ACQUISITION, INC.
                  19985 COUNTY ROAD 8
                  BRISTOL, INDIANA 46507
                  ATTENTION: GARY STANLEY, PRESIDENT


     THIS  INSTRUMENT  WHEN  RECORDED  SHALL  CONSTITUTE A "FIXTURE  FILING" FOR
PURPOSES OF THE UNIFORM  COMMERCIAL CODE. THE ADDRESS OF THE SECURED PARTY SHOWN
ABOVE IS THE  ADDRESS  AT  WHICH  INFORMATION  CONCERNING  THE  SECURED  PARTY'S
SECURITY INTEREST MAY BE OBTAINED.

     UNITED  ACQUISITION,   INC.,  an  Indiana  corporation  (the  "Mortgagor"),
MORTGAGES AND WARRANTS to FIRST  INDIANA  BANK, a federal  savings bank with its
principal office in Indianapolis, Indiana, (the "Bank") and the Mortgagor GRANTS
A SECURITY INTEREST to the Bank in the following property, to-wit:

     all that real estate located in Elkhart County,  Indiana,  described in the
     "Schedule"  which  is  attached  to  this  Mortgage,   Security  Agreement,
     Assignment of Rents and Fixture Filing (this  "Mortgage") and  incorporated
     herein by this reference (the "Real Estate"); and

     any items of furniture,  machinery,  equipment or other  tangible  personal
     property which are now or hereafter  become  attached to the Real Estate or
     any improvement thereon so as to constitute a fixture, whether now owned or
     hereinafter acquired (the "Personal Property").

     TOGETHER  WITH all present  and future  improvements,  rights,  privileges,
interests, easements, hereditaments, and appurtenances thereunto belonging or in
any manner  pertaining  thereto,  and the proceeds  therefrom  (all of such Real
Estate,  Personal  Property and other rights being hereafter  referred to as the
"Mortgaged Premises").

     This Mortgage is given to secure all of the Mortgagor's  Obligations to the
Bank. The term  "Obligations"  as used in this Mortgage means all obligations of
the  Mortgagor  in favor of the Bank of every  type and  description,  direct or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter arising, including but not limited to all obligations of the Mortgagor
in favor of the Bank arising under a Credit Agreement  between the Mortgagor and
the Bank  dated  the  date of this  Mortgage  (the  "Credit  Agreement"),  which
Obligations  include the  obligation of the Mortgagor to repay all advances made
by the Bank to the  Mortgagor  under a  revolving  line of credit in the maximum
outstanding  aggregate principal amount of $3,500,000.00  ("Revolving Loan"), to
repay a term loan ("Term Loan") in the original principal amount of $291,000.00,
which Term Loan has a final maturity date of July 1,2006, to repay a second term
loan ("Term Loan II") in the original  principal amount of $l,116,000.00,  which
Term Loan II has a final  maturity  date of July 1, 2006,  to repay a third term
loan ("Term Loan III") in the original principal amount of $1,750,000.00,  which
Term Loan III has a final maturity date of July 1,2003, and all now existing and
future obligations of the Mortgagor to the Bank, however created,  evidenced, or
acquired,  whether  direct or  indirect,  absolute  or  contingent,  matured  or
unmatured,  including  future  obligations and advances to the same extent as if
such future  obligations  and advances were made on the date of the execution of
this Mortgage (it being  understood that the Bank is not under any obligation to
make any  future  advances  except  as  specifically  set  forth  in the  Credit
Agreement),  provided,  however,  that any such future  obligations  or advances
shall  be  secured  by this  Mortgage  up to the  maximum  aggregate  amount  of
$10,000,000.00 outstanding at any time. All of the Obligations,  including those
arising  under the Credit  Agreement,  are secured as they now exist and as they
may be increased  or otherwise  changed by any  amendment to any  instrument  or
agreement  which  now  or  hereafter  evidences,   secures  or  expresses  terms
applicable  to  any of  the  Obligations,  including  amendments  to the  Credit
Agreement  and any  "Loan  Document"  as  that  term is  defined  in the  Credit
Agreement.

     As additional  security for the Obligations,  the Mortgagor  assigns to the
Bank the rents,  issues and profits of the  Mortgaged  Premises,  including  any
rents and all other amounts  (collectively  "Lease  Payments")  which are due or
shall become due to the Mortgagor under the terms of any present or future lease
(a "Lease"),  oral or written,  of all or any portion of the Mortgaged  Premises
(all such rents, issues,  profits and Lease Payments are hereafter  collectively
referred to as the "Rents"). This Assignment of Rents is an absolute assignment,
and is intended to vest in the Bank the right to collect all Rents  subject only
to the conditional license to collect Rents granted by the Bank to the Mortgagor
under the terms of numbered Paragraph 7 of this Mortgage.

     The Mortgagor further covenants and agrees as follows:

     1. The Mortgagor shall pay and perform all of the Obligations promptly when
payment or  performance  is due, with  reasonable  attorneys'  fees and costs of
collection, and without relief from valuation and appraisement laws.

     2. The Mortgagor shall keep the Mortgaged Premises in good repair and shall
not commit or permit waste  thereon or do or permit to be done anything that may
impair the value of the Mortgaged Premises. The Mortgagor shall promptly restore
any part of the  Mortgaged  Premises  which may be  damaged  or  destroyed.  The
Mortgagor  shall  pay when due all  taxes and  assessments  levied  or  assessed
against the Mortgaged Premises or any part thereof.

     3. The  Mortgagor  shall  comply  with  all  statutes,  ordinances,  rules,
regulations,   orders,   and   directions   of   any   legislative,   executive,
administrative,  or  judicial  body  or  official  applicable  to the  Mortgaged
Premises,  or any part thereof, or to the Mortgagor,  or to the operation of any
business of Mortgagor which directly affects the Mortgaged  Premises;  provided,
however,  that the Mortgagor may contest any of the matters  referred to in this
paragraph as provided in the Credit  Agreement  or  otherwise in any  reasonable
manner which in the judgment of the Bank will not adversely affect the rights of
the Bank, its successors or assigns.

     4. The Mortgagor will procure and maintain in effect at all times insurance
written by insurance companies acceptable to the Bank which insures against loss
or  destruction  of the  Mortgaged  Premises  by fire,  wind  storm,  lightning,
vandalism and malicious  mischief and such other perils as are generally covered
by "extended coverage" insurance for the full replacement value of the Mortgaged
Premises.  All policies  providing  such  insurance  shall provide that any loss
thereunder  shall  be  payable  to the Bank  under a  standard  form of  secured
lender's loss payable  endorsement.  The Mortgagor  shall also procure  business
interruption  insurance in such amounts as the Bank may reasonably require.  The
Mortgagor  authorizes the Bank to endorse on Mortgagor's behalf and to negotiate
drafts  representing  proceeds of such  insurance,  provided that the Bank shall
remit to the Mortgagor such surplus,  if any, as remains after the proceeds have
been applied at the Bank's option: (a) to the satisfaction of the Obligations or
to the establishment of a cash collateral  account securing the Obligations,  or
(b) to the restoration of the Mortgaged  Premises;  provided,  however,  that so
long as no Default (as hereafter  defined) has occurred and is  continuing,  and
provided that the  Mortgagor can  demonstrate  to the Bank's  satisfaction  that
restoration of the Mortgaged  Premises is physically and economically  feasible,
such  proceeds  shall be applied,  at the  Mortgagor's  option and to the extent
necessary,  as provided  in the  foregoing  clause (b) and any balance  shall be
remitted to the Mortgagor.  Certificates  evidencing the existence of all of the
insurance  required  under the terms of this Mortgage  shall be furnished to the
Bank and the original  policies  providing such insurance  shall be delivered to
the Bank at the Bank's request.

     5. Upon demand and failure of the  Mortgagor so to do, the Bank may, in its
discretion,  advance  and pay all sums  necessary  to protect and  preserve  the
Mortgaged Premises, and all sums so advanced and paid by the Bank shall become a
part of the  indebtedness  secured  hereby,  shall  bear  interest  from date of
payment at a rate equal to the Prime Rate plus four percent (4%) per annum,  and
shall be payable to the Bank upon demand.  Such sums shall  include,  but not by
way of  limitation:  (a) taxes,  assessments  and other  charges which may be or
become senior to this Mortgage as liens on the Mortgaged  Premises,  or any part
thereof;  (b) the cost of any title insurance,  surveys, or other evidence which
in the  discretion  of the Bank may be required in order to evidence,  insure or
preserve the lien of this  Mortgage;  (c) all costs,  expenses,  and  reasonable
attorneys'  fees  incurred  by the  Bank in  respect  of any and all  legal  and
equitable  actions which relate to this  Mortgage or to the Mortgaged  Premises,
and (d) the cost of any repairs  respecting  the  Mortgaged  Premises  which are
reasonably  deemed  necessary by the Bank.  As used in this  Mortgage,  the term
"Prime Rate" means a variable  per annum rate of interest  equal at all times to
the rate of interest  established and quoted by the Bank as its Prime Rate, such
rate to change contemporaneously with each change in such established and quoted
rate;  provided that it is understood  the Prime Rate shall not  necessarily  be
representative  of the rate of interest actually charged by the Bank on any loan
or class of loans.  The Bank shall be  subrogated to the rights of the holder of
each lien or claim paid with moneys secured hereby.

     6. If all or any part of the  Mortgaged  Premises  is  damaged,  taken,  or
acquired, either temporarily or permanently,  in any condemnation proceeding, or
by exercise of the right of eminent domain, or by the alteration of the grade of
any street  affecting the Mortgaged  Premises,  the amount of any award or other
payment for such taking or damages made in consideration  thereof, to the extent
of the full amount of the then remaining unpaid Obligations,  is hereby assigned
to the Bank,  which is  empowered  to collect  and  receive the same and to give
proper receipts  therefor in the name of the Mortgagor,  and all such sums shall
be paid forthwith  directly to the Bank. Any award or payment so received by the
Bank may, at the option of the Bank: (a) be applied to the  satisfaction  of the
Obligations  or to  the  establishment  of a cash  collateral  account  for  the
Obligations,  or (b) be released,  in whole or in part, to the Mortgagor for the
purpose of altering, restoring, or rebuilding any part of the Mortgaged Premises
which may have been  altered,  damaged or  destroyed as a result of such taking,
alteration,  or proceeding;  provided,  however,  that so long as no Default has
occurred and is continuing,  and provided that the Mortgagor can  demonstrate to
the Bank's satisfaction that any proposed alteration,  restoration or rebuilding
is physically  and  economically  feasible,  such awards shall be applied at the
Mortgagor's  option and to the extent  necessary  as provided  in the  foregoing
clause (b).

     7. At any  time a  Default  (as  hereafter  defined)  has  occurred  and is
continuing,  the Bank may enter upon and take  possession  of the Real Estate or
any  part  thereof,  and at any  such  time,  or if the  Bank in the  reasonable
exercise of its discretion  determines that payment or performance of any of the
Obligations  is  insecure,  the  Bank may  demand,  sue  for,  receive  and give
receipts,  releases and  satisfactions  for all Rents. At any time that the Bank
has not exercised  its right to take  possession of the Real Estate and there is
not in effect any demand by the Bank for the direct payment of Lease Payments to
the Bank given pursuant to the immediately preceding sentence, the Mortgagor may
collect  Lease  Payments  provided  that no  Rents  shall  be  collected  by the
Mortgagor  more than thirty (30) days in advance of the period of  occupancy  to
which they relate.  Lease  Payments  collected by the Mortgagor  pursuant to the
license  granted  in the  immediately  preceding  sentence  shall be held by the
Mortgagor  as  trustee  for the  benefit of the Bank and shall be applied to the
satisfaction of Obligations to the extent that any are then due and payable. Any
balance  remaining after  satisfaction of all Obligations which are then due and
payable may be used by the Mortgagor for any proper  purpose.  Any demand by the
Bank upon any tenant of the  Mortgaged  Premises  accompanied  by a copy of this
Mortgage  shall be sufficient  authority for such tenant  thereafter to make all
Lease Payments directly to the Bank and any such tenant shall have no obligation
or authority to inquire into the propriety of any such demand. Upon making Lease
Payments to the Bank pursuant to the Bank's demand,  any tenant of the Mortgaged
Premises shall be as fully discharged of its obligations  under any Lease to the
extent  of such  payments  as if such  payments  had been made  directly  to the
Mortgagor. If at any time Lease Payments are required to be made directly to the
Bank under the terms of this paragraph and notwithstanding such requirement such
payments are made to the Mortgagor,  the Mortgagor will receive such payments in
trust for the Bank and will forward them  immediately to the Bank in the form in
which received, adding only such endorsements or assignments as may be necessary
to perfect the Bank's title thereto.  Any amounts collected by the Bank pursuant
to the  assignment of rents  contained in this Mortgage  shall be applied by the
Bank to the  payment of such of the  Obligations  as are then due and payable as
the Bank in its sole discretion shall determine.  If no Obligations are then due
and  payable,  such amounts may be held by the Bank as cash  collateral  for the
Obligations,  without  liability  for interest  thereon,  provided that the Bank
will, at the direction of the Mortgagor, invest such amounts for the account and
at the risk of the  Mortgagor  in U.S.  Treasury  Bills  with  less than 60 days
remaining  to  maturity or in similar  essentially  risk-free,  cash  equivalent
investments as the Mortgagor may reasonably direct and any earnings derived from
such investments will become a part of the cash collateral account.  Any portion
or all of the cash  collateral  account  which  is not  applied  to  Obligations
pursuant to the terms of this  paragraph  may at the  discretion  of the Bank be
released to the Mortgagor.  The authority  given to collect Rents conferred upon
the Bank under the terms of this Mortgage is irrevocable.

     8. The Mortgagor grants to the Bank as secured party a security interest in
the  Personal  Property  in  accordance  with  the  provisions  of  the  Uniform
Commercial Code as enacted in Indiana.  The Mortgagor authorizes the Bank at the
expense of the  Mortgagor to execute on its behalf and file any other  financing
statements  deemed necessary by the Bank to perfect its security interest in the
Personal Property and to file such financing  statements in those public offices
deemed  necessary by the Bank.  Such  financing  statements may be signed by the
Bank alone.  In addition,  the Mortgagor shall execute and deliver any financing
statement or other  document  that the Bank may request to perfect or to further
evidence the security interest created by this Mortgage.

     9. If, after the execution of this  Mortgage,  applicable  law requires the
taxation  of this  Mortgage  or any  Obligation  secured by this  Mortgage,  the
Mortgagor,  upon demand by the Bank,  shall pay such taxes or reimburse the Bank
therefor   unless  it  is  unlawful  to  require   the   Mortgagor   to  do  so.
Notwithstanding  the foregoing,  the Mortgagor shall not be obligated to pay any
portion of any of the Bank's federal or state income taxes.

     10.  As used in this  paragraph,  the  following  terms  have the  meanings
indicated:

     a.   Clean-up. "Clean-up" means the removal or remediation of Contamination
          or  other   response  to   Contamination   in   compliance   with  all
          Environmental   Laws  and  to  the   satisfaction  of  all  applicable
          governmental   agencies,   and  in  compliance  with  good  commercial
          practice.

     b.   Contamination.  "Contamination"  means the  Release  of any  Hazardous
          Substance  on, in or under  the Real  Estate  or the  presence  of any
          Hazardous Substance on, in or under the Real Estate as the result of a
          Release,  or the  emanation of any Hazardous  Substance  from the Real
          Estate.

     c.   Environmental Laws.  "Environmental Laws" means all federal, state and
          local laws, statutes, codes, ordinances,  regulations,  rules or other
          requirements  with the  force of law,  including  but not  limited  to
          consent decrees and judicial or administrative orders, relating to the
          environment, including but not limited to those applicable to the use,
          storage,  treatment,  disposal or Release of any Hazardous Substances,
          all as  amended  or  modified  from  time to time  including,  without
          limitation, the Comprehensive Environmental Response, Compensation and
          Liability Act  ("CERCLA") as amended by the Superfund  Amendments  and
          Reauthorization  Act of 1986 ("SARA");  the Resource  Conservation and
          Recovery  Act of 1976,  as amended  ("RCRA");  the Clean Water Act, as
          amended;  the Clean Air Act,  as  amended;  the  Federal  Insecticide,
          Fungicide and  Rodenticide  Act, as amended;  the Hazardous  Materials
          Transportation Act, as amended, and any and all Indiana  environmental
          statutes including,  without limitation, those codified under Title 13
          of the Indiana Code and all regulations  promulgated under or pursuant
          to such federal and Indiana Statutes.

     d.   Hazardous Substance.  "Hazardous  Substance" means any hazardous waste
          or  hazardous  substance,  or any  pollutant or  contaminant  or toxic
          substance  or  other  chemicals  or  substances   including,   without
          limitation,  asbestos,  petroleum,  polychlorinated biphenyls, and any
          other substance regulated by any Environmental Laws.

     e.   Release.   "Release"   means   the   spilling,   leaking,   disposing,
          discharging,   dumping,  pouring,  emitting,   depositing,   injecting
          leaching,  escaping or other  release or threatened  release,  whether
          intentional or unintentional, of any Hazardous Substance.

     f.   Regulatory  Actions.  "Regulatory  Actions"  means any claim,  demand,
          action  or  proceeding  brought  or  instigated  by  any  governmental
          authority in connection with any Environmental Law including,  without
          limitation,  any civil, criminal or administrative  proceeding whether
          or not seeking costs, damages, penalties or expenses.

     g.   Third-party  Claims.  "Third-party  Claims"  means any claim,  action,
          demand  or  proceeding,  other  than a  Regulatory  Action,  based  on
          negligence,  trespass,  strict  liability,  nuisance,  toxic  tort  or
          detriment to human health or welfare due to Contamination,  whether or
          not seeking costs, damages,  penalties, or expenses, and including any
          action for contribution to Clean-up costs.

The  Mortgagor  shall  indemnify,  defend  and  hold  harmless  the Bank and its
affiliates,  shareholders,  directors, officers, employees and agents (all being
included in the word "Bank" for  purposes  of this  paragraph)  from any and all
claims,  causes  of  action,  damages,  demands,  fines,  liabilities,   losses,
penalties, judgments,  settlements,  expenses and costs, however defined, and of
whatever nature, known or unknown,  absolute or contingent,  including,  but not
limited to, attorneys' fees,  consultant's  fees, fees of environmental or other
engineers, and related expenses including, without limitation,  expenses related
to site inspections and soil and water analyses,  which may be asserted against,
imposed  on,  suffered  or  incurred  by the Bank  arising  out of or in any way
related to (a) any  actual,  alleged  or  threatened  Release  of any  Hazardous
Substance  on,  in or under the Real  Estate,  (b) any  related  injury to human
health or safety  (including  wrongful death) or any actual or alleged injury to
the environment by reason of the condition of, or past or present  activities on
the Real  Estate,  (c) any  actual or alleged  violation  of  Environmental  Law
related to the Real Estate, (d) any lawsuit or administrative proceeding brought
or  threatened  by any  person,  including  any  governmental  entity or agency,
federal,  state or  local,  including  any  governmental  order  relating  to or
occasioned by any actual or alleged  Contamination  or threat of  Contamination,
(e) any lien imposed upon the Real Estate in favor of any governmental entity as
a result of any Contamination or threat of Contamination,  and (f) all costs and
expenses of any  Clean-up.  The  Mortgagor  represents  and  covenants  that the
Mortgagor's  storage,  generation,  transportation,  handling or use, if any, of
Hazardous Substances on or from the Real Estate is currently, and will remain at
all times, in compliance with all applicable Environmental Laws. If any Clean-up
is required with respect to the Real Estate,  the Mortgagor shall  expeditiously
complete such Clean-up at the  Mortgagor's  expense and without the necessity of
demand by the Bank.  If the  Mortgagor  should fail to initiate  and  diligently
pursue any Clean-up or should otherwise fail to perform any obligation under the
terms of this  paragraph,  the Bank may, at its sole  discretion and without any
obligation to complete any Clean-up  which it may cause to be  commenced,  cause
the  Clean-up  or partial  Clean-up  of the Real Estate and pay on behalf of the
Mortgagor any costs, fines or penalties imposed on the Mortgagor pursuant to any
Environmental  Laws or make any other  payment or perform any other action which
will prevent a lien in favor of any federal, state or local government authority
or any  other  person  from  attaching  to the  Real  Property  pursuant  to the
provisions  of any  Environmental  Law,  and all costs and  expenses of the Bank
incurred in pursuing any of the  remedies  provided in this  paragraph  shall be
added to the  obligations  secured by this  Mortgage,  which costs and  expenses
shall become due and payable  without  notice as incurred by the Bank,  together
with interest thereon at the Prime Rate plus three percent (3 %) per annum until
paid.

     11.  The  occurrence  of any of the  following  events  shall  be  deemed a
"Default" under this Mortgage:

     (a)  an "Event of  Default" as defined in the Credit  Agreement  shall have
          occurred and be continuing or the Mortgagor  shall  otherwise  fail to
          pay or perform any of the  Obligations  promptly  when such payment or
          performance is due or within such grace period as may be applicable;

     (b)  the Mortgagor  shall  otherwise  fail to observe and perform the terms
          and conditions of this Mortgage, or

     (c)  the Mortgagor shall abandon the Mortgaged Premises.

     12. Upon the occurrence  and  continuance  of a Default,  all  indebtedness
secured  hereby shall,  at the option of the Bank,  become  immediately  due and
payable  and this  Mortgage  may be  foreclosed  accordingly.  The Bank shall be
entitled to the appointment of a receiver for the Mortgaged  Premises to collect
the  rents and  profits  and to  maintain  the  Mortgaged  Premises  during  any
foreclosure proceedings. The Bank shall have the option of proceeding as to both
the Real  Estate and the  Personal  Property in  accordance  with its rights and
remedies in respect of the Real Estate, in which event the default provisions of
the Uniform  Commercial Code shall not apply. If the Bank elects to proceed with
respect  to  the  Personal  Property   separately  from  the  Real  Estate,  the
requirement  of the  Uniform  Commercial  Code as to  reasonable  notice  of any
proposed  sale or  disposition  of the  Personal  Property  shall be met if such
notice is  delivered or mailed to the  Mortgagor at its address  stated above at
least  ten (10)  days  prior  to such  sale or  disposition.  In any  action  to
foreclose this Mortgage,  the Bank shall be entitled to recover,  in addition to
all  reasonable  attorney  and  related  paraprofessional  expenses  incurred in
connection  therewith,  all other reasonable costs and expenses  associated with
foreclosure  including,  without  limitation,  all  expenses  incurred for title
searches,  abstracts  of  title,  title  insurance,   appraisals,   surveys  and
environmental  assessments reasonably deemed necessary by the Bank, all of which
costs and expenses shall be additional amounts secured by this Mortgage. As used
in  the  preceding  sentence,   the  term   "environmental   assessments"  means
inspections  and reports of  environmental  engineers or firms of  environmental
engineers or other appropriate experts, and associated samplings and testings of
soil or groundwater,  the purpose of which is to determine  whether there is any
Contamination associated with the Real Estate and if so, the extent thereof, and
to  estimate  of the cost of Clean-up  of any  Contamination,  and to  determine
whether there are any underground storage tanks or any asbestos in, on, or under
the Real Estate and if so,  whether there are any  violations  of  Environmental
Laws  in  connection   therewith.   As  used  in  this   paragraph,   the  terms
"Contamination,"  "Clean-up"  and  "Environmental  Laws" are used as  defined in
numbered Paragraph 10.

     13. The Bank, at its option and on such terms as it may desire,  may extend
the time of  payment or  performance  of any part or all of the  Obligations  or
release  any part of the  Mortgaged  Premises  from  the  lien of this  Mortgage
without  impairing  the lien of this  Mortgage  except as to the  portion of the
Mortgaged Premises expressly released and without releasing the Mortgagor or any
guarantors or sureties of or from any of the  obligations.  No delay by the Bank
in the  exercise of any of its rights  under this  Mortgage  shall  preclude the
subsequent  exercise thereof so long as any Default  continues  uncured,  and no
waiver by the Bank of any Default of the Mortgagor  shall operate as a waiver of
subsequent or other  Defaults.  The making of any payment by the Bank for any of
the purposes herein permitted shall not constitute a waiver of any breach of the
Mortgagor's covenant to perform such act. Notice by the Bank of its intention to
exercise  any right or option  under this  Mortgage is  expressly  waived by the
Mortgagor,  and any one or more of the  Bank's  rights or  remedies  under  this
Mortgage may be enforced successively or concurrently. Time is of the essence of
this Mortgage.

     14. All  obligations  of the Mortgagor  under this Mortgage shall extend to
and be binding upon the successors and assigns of the Mortgagor, and shall inure
to the benefit of the Bank and its successors and assigns.

     15. This Mortgage secures indebtedness incurred for a business purpose.

     16. This  Mortgage  shall be governed by and  construed and enforced in all
cases by the substantive laws of the State of Indiana,  notwithstanding the fact
that Indiana  conflicts  of law rules might  otherwise  require the  substantive
rules of law of another jurisdiction to apply.



                      [This Space Left Blank Intentionally]








<PAGE>


Dated as of July ____, 2001.


                                UNITED ACQUISITION, INC., an Indiana
                                corporation


                                By:____________________________________

                                ------------------------------------
                                (Printed name and title)

STATE OF _____________  )
                        )SS:
COUNTY OF ____________  )

     Before  me,  a  Notary  Public  in and  for the  above  County  and  State,
personally appeared ________________________,  the __________________________ of
UNITED  ACQUISITION,   INC.,  an  Indiana  corporation,   who  as  such  officer
acknowledged  the  execution  of the  foregoing  Mortgage,  Security  Agreement,
Assignment of Rents and Fixture for and on behalf of said corporation this _____
day of July, 2001.


                                 Signature:_________________________________

                                 Printed:___________________________________
                                         Notary Public

My Commission Expires:________________

My County of Residence: ________________




THIS INSTRUMENT PREPARED BY:        Madalyn S. Kinsey, Esquire
                                    KROGER, GARDIS & REGAS, L.L.P.
                                    Bank One Center/Circle, Suite 900
                                    111 Monument Circle
                                    Indianapolis, Indiana 46204-5175
                                    (317) 692-9000




<PAGE>


                                   Exhibit "H"
                                    SCHEDULE

TRACT I

A part of the Northwest Quarter (NW 1/4) of Section  Twenty-eight (28), Township
Thirty-eight  (38) North,  Range Six (6) East,  more  particularly  described as
follows:

Beginning at a railroad  spike in the pavement of County Road 8 at the Southwest
Corner of said  Quarter  Section;  thence  due East along the South line of said
Quarter Section, Two Hundred Fifty and Thirty-eight  hundredths (250.36) feet to
a nail;  thence  North One (1) degree  Twelve (12)  minutes  East,  Five Hundred
Seventy-three and Twelve hundredths  (673.12) feet to an iron stake;  thence due
East Three Hundred  Forty-two (342) feet to the East line of land owned by David
Lee and Joyce Kruse (Elkhart County Deed Record 287, page 613); thence North One
(1) degree Twelve (12) minutes East along the East line of said Kruse land. Five
Hundred Twenty and Thirty-eight hundredths (520.38) feet to an iron stake at the
Northeast  Corner of said  Kruse  land;  thence due West along the North line of
said Kruse land, Five Hundred  Eighty-seven and Ninety-two  hundredths  (587.92)
feet to the West line of said  Section;  thence South One (1) degree  Twenty-six
(26) minutes West along the West line of said Section, One Thousand Ninety-three
arid Six tenths (1093.6) feet to the place of beginning.


TRACT II

A part of the Northwest Quarter (NW 114) of Section  Twenty-eight (28), Township
Thirty-eight  (38) North,  Range Six (6) East in  Washington  Township,  Elkhart
County, Indiana, more particularly described as follows:

Commencing  at the Southwest  Corner of the  Northwest  Quarter (NW 1/4) of said
Section Twenty-eight (28); thence due East along the South line of said Section,
and along the  centerline  of County  Road No. 8, Five  Hundred  Ninety-two  and
Thirty-eight  hundredths  (592.38)  feet  to the  Southeasterly  corner  of land
conveyed to David Lee Kruse  (Elkhart  County Deed Record 374,  page 18) for the
beginning  point of this  description:  thence North One (1) degree  Twelve (12)
minutes  East along the  Easterly  line of said David Kruse land,  One  Thousand
Ninety-three and Fifty hundredths  (1093.50) feet to the Northeasterly corner of
said David  Kruse land;  thence  South  Eighty-eight  (88)  degrees  Thirty (30)
minutes  East along the South line of land  conveyed  to Owen M. Kruse  (Elkhart
County Deed Record 188, page 433), Five Hundred Sixty and Eighty-nine hundredths
(560.89) feet to the Southeasterly  corner of said Owen Kruse land; thence South
One (1) degree  Twenty-six  (26) minutes  West along the  Westerly  line of land
conveyed  to Merle 8. and Howard K.  Holdeman  (Elkhart  County Deed Record 199,
page 144, Five Hundred  Thirty-nine and Eighty-four  hundredths (539.84) feet to
the  centerline  of County Road No. 8; thence  South  Twenty-three  (23) degrees
Thirteen  (13) minutes West along the  centerline of said County Road No. 8, One
Hundred   Twenty-eight  and  Fifty  hundredths   (128.50)  feet;   thence  South
Twenty-seven  (27) degrees Nine (09) minutes West along the  centerline  of said
County Road No. 8, Two Hundred  Twenty-nine  and Sixty-one  hundredths  (229.61)
feet;  thence South Fifty-two (52) degrees  Forty-three  (43) minutes West along
the  centerline  of said  County  Road  No.  8,  Two  Hundred  Seventy-five  and
Seventy-six  hundredths  (27576) feet; thence South  Seventy-three  (73) degrees
Forty-two  (42) minutes West along the centerline of said County Road No. 8, One
Hundred  Seventy-five  and Fifty  hundredths (1 75.50) feet to the South line of
said  Quarter  Section;  thence due West  along the South  line of said  Quarter
Section and the  centerline  of said  County  Road No. 8, Thirty and  Eighty-two
hundredths (30.82) feet to the place of beginning.



<PAGE>


                              SCHEDULE (continued)
TRACT III


A part of the Northwest Quarter (NW 1/4) of Section  Twenty-eight (28), Township
Thirty-eight  (38) North,  Range Six (6) East,  more  particularly  described as
follows:


Commencing at a railroad spike in the pavement of County Road 8 at the Southwest
Corner of said  Quarter  Section;  thence  due East along the South line of said
Quarter Section, Two Hundred Fifty and Thirty-eight  hundredths (250.38) feet to
a nail for the beginning point of this description;  thence North One (1) degree
Twelve (12) minutes  East,  Five  Hundred  Seventy-three  and Twelve  hundredths
(573.12) feet to an iron stake;  thence due East Three Hundred  Forty-two  (342)
feet to the East line of land owned by David Lee and Joyce Kruse (Elkhart County
Deed Record 287, page 613); thence South One (1) degree Twelve (12) minutes West
along the East line of said Kruse  land Five  Hundred  Seventy-three  and Twelve
hundredths  (573.12)  feet to a nail on the South line of said Quarter  Section,
said point being the Southeast Corner of said Kruse land;  thence due West along
the South tine of said Quarter  Section,  Three Hundred  Forty-two (342) feet to
the place of beginning.























<PAGE>


                                   Exhibit "I"

                           St. Joseph County, Michigan


                                    MORTGAGE

                   THIS MORTGAGE CONSTITUTES A FUTURE ADVANCE
                           MORTGAGE UNDER MICHIGAN LAW

FOR PURPOSES OF THE SECURITY AGREEMENT CONTAINED IN THIS INSTRUMENT THE "SECURED
PARTY" AND THE "DEBTOR" AND THEIR RESPECTIVE ADDRESSES ARE AS FOLLOWS:


SECURED PARTY:    FIRST INDIANA BANK
                  135 NORTH PENNSYLVANIA
                  SUITE 1900
                  INDIANAPOLIS, INDIANA 46204
                  ATTENTION:        ANTHONY P. SCHLICHTE, VICE PRESIDENT

DEBTOR:           UNITED ACQUISITION, INC.
                  19985 COUNTY ROAD 8
                  BRISTOL, INDIANA 46507
                  ATTENTION:        GARY STANLEY, PRESIDENT


THIS INSTRUMENT WHEN RECORDED SHALL  CONSTITUTE A "FIXTURE  FILING" FOR PURPOSES
OF THE UNIFORM  COMMERCIAL CODE. THE ADDRESS OF THE SECURED PARTY SHOWN ABOVE IS
THE  ADDRESS  AT WHICH  INFORMATION  CONCERNING  THE  SECURED  PARTY'S  SECURITY
INTEREST MAY BE OBTAINED.

UNITED ACQUISITION,  INC., an Indiana  corporation (the "Mortgagor"),  MORTGAGES
AND WARRANTS to FIRST  INDIANA  BANK, a federal  savings bank with its principal
office  in  Indianapolis,  Indiana  (the  "Bank"),  and the  Mortgagor  GRANTS A
SECURITY INTEREST to the Bank in the following property, to wit:

          all that real estate  located in the City of White Pigeon,  St. Joseph
          County,  Michigan,  described in the  "Schedule"  which is attached to
          this  Mortgage  (this  "Mortgage")  and  incorporated  herein  by this
          reference (the "Real Estate"); and

          any  items  of  furniture,  machinery,  equipment  or  other  tangible
          personal  property  of  Mortgagor  which are now or  hereafter  become
          attached  to the  Real  Estate  or any  improvement  thereon  so as to
          constitute a fixture,  whether now owned or hereinafter  acquired (the
          "Personal Property").

     TOGETHER  WITH all present  and future  improvements,  rights,  privileges,
interests, easements, hereditaments, and appurtenances thereunto belonging or in
any manner  pertaining  thereto,  and the proceeds  therefrom  (all of such Real
Estate,  Personal  Property and other rights being hereafter  referred to as the
"Mortgaged Premises").

     This Mortgage is given to secure all of the Mortgagor's  Obligations to the
Bank. The term  "Obligations"  as used in this Mortgage means all obligations of
the  Mortgagor  in favor of the Bank of every  type and  description,  direct or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter arising, including but not limited to all obligations of the Mortgagor
in favor of the Bank arising under a Credit Agreement  between the Mortgagor and
the Bank  dated  the  date of this  Mortgage  (the  "Credit  Agreement"),  which
Obligations  include the  obligation of the Mortgagor to repay all advances made
by the Bank to the  Mortgagor  under a  revolving  line of credit in the maximum
outstanding  aggregate principal amount of $3,500,000.00  ("Revolving Loan"), to
repay a term loan ("Term Loan") in the original principal amount of $291,000.00,
which Term Loan has a final  maturity  date of July 1,  2006,  to repay a second
term loan ("Term Loan II") in the original  principal  amount of  $1,116,000.00,
which Term Loan II has a final  maturity  date of July 1, 2006, to repay a third
term loan ("Term Loan III") in the original  principal amount of  $1,750,000.00,
which  Term  Loan III has a final  maturity  date of July 1,  2003,  and all now
existing and future  obligations of the Mortgagor to the Bank,  however created,
evidenced,  or acquired,  whether  direct or indirect,  absolute or  contingent,
matured or  unmatured,  including  future  obligations  and advances to the same
extent as if such future  obligations  and advances were made on the date of the
execution of this Mortgage (it being  understood  that the Bank is not under any
obligation to make any future advances  except as specifically  set forth in the
Credit  Agreement),  provided,  however,  that any such  future  obligations  or
advances shall be secured by this Mortgage up to the maximum aggregate amount of
$10,000,000.00 outstanding at any time. All of the Obligations,  including those
arising  under the Credit  Agreement,  are secured as they now exist and as they
may be increased  or otherwise  changed by any  amendment to any  instrument  or
agreement  which  now  or  hereafter  evidences,   secures  or  expresses  terms
applicable  to  any of  the  Obligations,  including  amendments  to the  Credit
Agreement  and any  "Loan  Document"  as  that  term is  defined  in the  Credit
Agreement.

     As additional security for the Obligations,  insurance premiums,  taxes and
assessments,  of the type and manner herein provided, pursuant to Act 210 of the
Public Acts of Michigan of 1953, as amended,  the Mortgagor  assigns to the Bank
the rents, issues and profits of the Mortgaged Premises, including any rents and
all other amounts  (collectively "Lease Payments") which are due or shall become
due to the Mortgagor under the terms of any present or future lease (a "Lease"),
oral or  written,  of all or any  portion of the  Mortgaged  Premises  (all such
rents, issues, profits and Lease Payments are hereafter collectively referred to
as the "Rents") under any Lease or Leases of the Mortgaged  Premises  (including
any extensions,  amendments or renewals thereof),  whether due or to become due,
including  all such  Leases in  existence  or coming into  existence  during the
period this Mortgage is in effect.  This  assignment of rents shall run with the
land and be good and valid as against the Mortgagor herein or those claiming by,
under  or  through  the  Mortgage,  from  the  date  of the  recording  of  this
instrument.   This  assignment   shall  continue  to  be  operative  during  the
foreclosure  or any other  proceedings  taken to enforce this  Mortgage.  In the
event  of a sale  or  foreclosure  which  shall  result  in a  deficiency,  this
assignment shall stand as security during the redemption  period for the payment
of such  deficiency.  This  assignment  shall not be construed as obligating the
Bank to perform any of the covenants or undertakings required to be performed by
the Mortgagor  contained in any Leases.  This assignment of rents is an absolute
assignment,  and is  intended to vest in the Bank the right to collect all Rents
subject only to the conditional  license to collect Rents granted by the Bank to
the Mortgagor  under the terms of numbered  Paragraph 7 of this Mortgage.  These
provisions are not intended to evidence an additional  recordable  event, as may
be prohibited by Act 459 of the Public Acts of Michigan of 1996,  but rather are
included  in this  Mortgage  for  purposes  of  complying  with  any  applicable
requirements of Act 210 of the Public Acts of Michigan of 1953, as amended.

     The Mortgagor further covenants and agrees as follows:

     1. The Mortgagor shall pay and perform all of the Obligations promptly when
payment or  performance  is due,  with  reasonable  attorneys  fees and costs of
collection, and without relief from valuation and appraisement laws.

     2. The Mortgagor shall keep the Mortgaged Premises in good repair and shall
not commit or permit waste  thereon or do or permit to be done anything that may
impair the value of the Mortgaged Premises. The Mortgagor shall promptly restore
any part of the  Mortgaged  Premises  which may be  damaged  or  destroyed.  The
Mortgagor  shall  pay when due all  taxes and  assessments  levied  or  assessed
against the Mortgaged Premises or any part thereof.  Failure of the Mortgagor to
pay any taxes,  assessments or governmental  charges levied or assessed  against
the Mortgaged Premises, or any part thereof, or any installment of any such tax,
assessment or charge,  or any premium upon any policy of insurance  covering any
part of the Mortgaged  Premises,  at the time or times such taxes,  assessments,
charges,  installments thereof or insurance premiums are due and payable,  shall
constitute waste, a Default (as hereafter  defined),  and in accordance with the
provisions  of Act No. 236 of the Public Acts of Michigan for 1961,  as amended,
shall  entitle the Bank to exercise  the  remedies  afforded by such Act and the
Credit Agreement when the same become an Event of Default thereunder. Payment by
the  Bank  for and on  behalf  of the  Mortgagor  of any  such  delinquent  tax,
assessment,  charge or insurance premium properly payable by the Mortgagor under
the terms of this Mortgage shall not cure the Default herein described nor shall
it in any manner  impair the Bank's  right to the  appointment  of a receiver on
account  thereof,  as herein  provided.  Upon the  happening of any such acts of
waste,  and the same  becoming a Default (as hereafter  defined),  and on proper
application made therefor by the Bank to a court of competent jurisdiction,  the
Bank shall  forthwith  be  entitled  to the  appointment  of a  receiver  of the
Mortgaged  Premises  and of the  earnings,  income,  rents,  issues and  profits
thereof, with such powers as the court making such appointment shall confer, and
the Mortgagor hereby irrevocably  consents to such appointment and waives notice
of any application therefor.

     3. The  Mortgagor  shall  comply  with  all  statutes,  ordinances,  rules,
regulations,   orders,   and   directions   of   any   legislative,   executive,
administrative  or  judicial  body  or  official  applicable  to  the  Mortgaged
Premises,  or any part thereof, or to the Mortgagor,  or to the operation of any
business of Mortgagor which directly affects the Mortgaged  Premises;  provided,
however,  that the Mortgagor may contest any of the matters  referred to in this
paragraph as provided in the Credit  Agreement  or  otherwise in any  reasonable
manner which in the judgment of the Bank will not adversely affect the rights of
the Bank, or its successors or assigns.

     4. The Mortgagor will procure and maintain in effect at all times insurance
written by insurance companies acceptable to the Bank which insures against loss
or  destruction  of the  Mortgaged  Premises  by fire,  wind  storm,  lightning,
vandalism and malicious  mischief and such other perils as are generally covered
by "extended coverage" insurance for the full replacement value of the Mortgaged
Premises.  The Mortgagor shall also procure business  interruption  insurance in
such amounts as the Bank may  reasonably  require.  All policies  providing such
insurance  shall provide that any loss  thereunder  shall be payable to the Bank
under  a  standard  form of  secured  lender's  loss  payable  endorsement.  The
Mortgagor  authorizes the Bank to endorse on Mortgagor's behalf and to negotiate
drafts  representing  proceeds of such  insurance,  provided that the Bank shall
remit to the Mortgagor such surplus,  if any, as remains after the proceeds have
been applied at the Bank's option: (a) to the satisfaction of the Obligations or
to the establishment of a cash collateral  account securing the Obligations,  or
(b) to the restoration of the Mortgaged  Premises;  provided,  however,  that so
long as no Default (as hereafter  defined) has occurred and is  continuing,  and
provided that the  Mortgagor can  demonstrate  to the Bank's  satisfaction  that
restoration of the Mortgaged  Premises is physically and economically  feasible,
such  proceeds  shall be applied,  at the  Mortgagor's  option and to the extent
necessary,  as provided  in the  foregoing  clause (b) and any balance  shall be
remitted to the Mortgagor.  Certificates  evidencing the existence of all of the
insurance  required  under the terms of this Mortgage  shall be furnished to the
Bank and the original  policies  providing such insurance  shall be delivered to
the Bank at the Bank's request.

     5. Upon demand and failure of the  Mortgagor so to do, the Bank may, in its
discretion,  cause the Bank to advance and pay all sums necessary to protect and
preserve the Mortgaged  Premises,  and all sums so advanced and paid by the Bank
shall become a part of the indebtedness secured hereby, shall bear interest from
date of payment at a rate  equal to the Prime  Rate plus four  percent  (4%) per
annum, and shall be payable by the Mortgagor to the Bank upon demand.  Such sums
shall include,  but not by way of limitation:  (a) taxes,  assessments and other
charges which may be or become senior to this Mortgage as liens on the Mortgaged
Premises,  or any part thereof; (b) the cost of any title insurance,  surveys or
other  evidence  which in the discretion of the Bank may be required in order to
evidence, insure or preserve the lien of this Mortgage; (c) all costs, expenses,
and  reasonable  attorneys  fees incurred by the Bank and the Bank in respect of
any and all legal and equitable  actions which relate to this Mortgage or to the
Mortgaged  Premises,  and (d) the cost of any repairs  respecting  the Mortgaged
Premises  which are  reasonably  deemed  necessary by the Bank.  As used in this
Mortgage,  the term  "Prime  Rate"  means a variable  per annum rate of interest
equal at all times to the rate of interest established and quoted by the Bank as
its Prime Rate, such rate to change  contemporaneously  with each change in such
established and quoted rate; provided that it is understood the Prime Rate shall
not necessarily be  representative  of the rate of interest  actually charged by
the Bank on any loan or class of  loans.  The Bank  shall be  subrogated  to the
rights of the holder of each lien or claim paid with moneys secured hereby.

     6. If all or any  part of the  Mortgaged  Premises  is  damaged,  taken  or
acquired, either temporarily or permanently,  in any condemnation proceeding, or
by exercise of the right of eminent domain, or by the alteration of the grade of
any Street  affecting the Mortgaged  Premises,  the amount of any award or other
payment for such taking or damages made in consideration  thereof, to the extent
of the full amount of the then remaining unpaid Obligations,  is hereby assigned
to the Bank,  which is  empowered  to collect  and  receive the same and to give
proper receipts  therefor in the name of the Mortgagor,  and all such sums shall
be paid forthwith  directly to the Bank. Any award or payment so received by the
Bank may, at the option of the Bank: (a) be applied to the  satisfaction  of the
Obligations  or to  the  establishment  of a cash  collateral  account  for  the
Obligations,  or (b) be released,  in whole or in part, to the Mortgagor for the
purpose of altering,  restoring or rebuilding any part of the Mortgaged Premises
which may have been  altered,  damaged or  destroyed as a result of such taking,
alteration  or  proceeding;  provided,  however,  that so long as no Default (as
hereafter  defined)  has  occurred  and is  continuing,  and  provided  that the
Mortgagor  can  demonstrate  to  the  Bank's   satisfaction  that  any  proposed
alteration,  restoration or rebuilding is physically and economically  feasible,
such  awards  shall be  applied  at the  Mortgagor's  option  and to the  extent
necessary as provided in the foregoing clause (b).

     7. At any  time a  Default  (as  hereafter  defined)  has  occurred  and is
continuing,  the Bank may, to the extent permitted by applicable law, enter upon
and take  possession  of the Real  Estate or any part  thereof,  and at any such
time,  the Bank may demand,  sue for,  receive and give  receipts,  releases and
satisfactions  for all Rents.  At any time that the Bank has not  exercised  its
right to take  possession  of the Real  Estate  and there is not in  effect  any
demand by the Bank for the direct  payment of Lease  Payments  to the Bank given
pursuant to the immediately preceding sentence,  the Mortgagor may collect Lease
Payments  provided that no Rents shall be collected by the  Mortgagor  more than
thirty  (30) days in advance of the period of  occupancy  to which they  relate.
Lease Payments collected by the Mortgagor pursuant to the license granted in the
immediately preceding sentence shall be held by the Mortgagor as trustee for the
benefit of the Bank and shall be applied to the  satisfaction  of Obligations to
the  extent  that any are then due and  payable.  Any  balance  remaining  after
satisfaction  of all  Obligations  which are then due and payable may be used by
the Mortgagor for any proper purpose.  Any demand by the Bank upon any tenant of
the  Mortgaged  Premises  accompanied  by a  copy  of  this  Mortgage  shall  be
sufficient  authority  for such  tenant  thereafter  to make all Lease  Payments
directly to the Bank and any such tenant shall have no  obligation  or authority
to inquire into the propriety of any such demand.  Upon making Lease Payments to
the Bank pursuant to the Bank's  demand,  any tenant of the  Mortgaged  Premises
shall be as fully discharged of its obligations under any Lease to the extent of
such payments as if such payments had been made directly to the Mortgagor. If at
any time Lease  Payments are required to be made  directly to the Bank under the
terms of this paragraph and  notwithstanding  such requirement such payments are
made to the Mortgagor, the Mortgagor will receive such payments in trust for the
Bank  and  will  forward  them  immediately  to the  Bank in the  form in  which
received,  adding only such  endorsements  or assignments as may be necessary to
perfect the Bank's title thereto.  Any amounts collected by the Bank pursuant to
the assignment of rents  contained in this Mortgage shall be applied by the Bank
to the  payment of such of the  Obligations  as are then due and  payable as the
Bank in its sole discretion shall determine.  If no Obligations are then due and
payable,  such  amounts  may be held by the  Bank  as  cash  collateral  for the
Obligations,  without  liability  for interest  thereon,  provided that the Bank
will, at the direction of the Mortgagor, invest such amounts for the account and
at the risk of the  Mortgagor  in U.S.  Treasury  Bills  with  less than 60 days
remaining  to  maturity or in similar  essentially  risk-free,  cash  equivalent
investments as the Mortgagor may reasonably direct and any earnings derived from
such investments will become a part of the cash collateral account.  Any portion
or all of the cash  collateral  account  which  is not  applied  to  Obligations
pursuant to the terms of this  paragraph  may at the  discretion  of the Bank be
released to the Mortgagor.  The authority  given to collect Rents conferred upon
the Bank under the terms of this Mortgage is irrevocable.  In the event that the
Mortgagor  fails,  refuses or neglects to deliver or surrender such  possession,
the Bank shall be entitled  to the  appointment  of a receiver of the  Mortgaged
Premises and of the earnings,  income,  rents,  issue and profits thereof,  with
such powers as the court  making such  appointment  may  confer.  The  Mortgagor
agrees to execute  and  deliver to the Bank  assignments  of rents on all future
leases  on the  Mortgaged  Premises  during  the  term  of this  Mortgage,  such
assignments to be in the form and manner  satisfactory  to the Bank. Any default
by the Mortgagor under the terms and conditions of any such assignment  shall be
a  Default  (as  hereafter  defined)  under the  terms  and  conditions  of this
Mortgage,  entitling  the  Bank to  exercise  any and all  rights  and  remedies
provided by this Mortgage.  If the Mortgagor shall fail to perform and discharge
any of the obligations,  covenants and agreements required to be performed by it
under any such assignment of rents,  the Bank may elect to perform the same; any
sums  which may be so paid out by the Bank,  including  the cost,  expenses  and
attorneys' fees paid out in any suit affecting the same,  shall bear interest at
the a rate  equal to the Prime  Rate plus four  percent  (4%) per annum from the
dates of such  payments,  shall be paid by the Mortgagor to the Bank upon demand
and shall be deemed a part of the Obligations  hereby secured and recoverable as
such in all respects.  The Mortgagor shall assign to the Bank, upon request,  as
further security for the Obligations hereby secured, the Mortgagor's interest in
all agreements, contracts licenses and permits affecting the Mortgaged Premises,
such assignments to be made by instruments in form satisfactory to the Bank, but
no such assignment shall be construed as a consent by the Bank to any agreement,
contract,  license  or  permit  so  assigned,  or to  impose  upon  the Bank any
obligations with respect thereto.

     8. The Mortgagor grants to the Bank as secured party a security interest in
the  Personal  Property  in  accordance  with  the  provisions  of  the  Uniform
Commercial Code as enacted in Michigan. The Mortgagor authorizes the Bank at the
expense of the  Mortgagor to execute on its behalf and file any other  financing
statements  deemed necessary by the Bank to perfect its security interest in the
Personal Property and to file such financing  statements in those public offices
deemed  necessary by the Bank.  Such  financing  statements may be signed by the
Bank alone.  In addition,  the Mortgagor shall execute and deliver any financing
statement or other  document  that the Bank may request to perfect or to further
evidence the security interest created by this Mortgage.

     9. If, after the execution of this  Mortgage,  applicable  law requires the
taxation  of this  Mortgage  or any  Obligation  secured by this  Mortgage,  the
Mortgagor,  upon demand by the Bank,  shall pay such taxes or reimburse the Bank
therefor   unless  it  is  unlawful  to  require   the   Mortgagor   to  do  so.
Notwithstanding  the foregoing,  the Mortgagor shall not be obligated to pay any
portion of any of the Bank's or any of the Bank's federal or state income taxes.

     10.  As used in this  paragraph,  the  following  terms  have the  meanings
indicated:

     a.   Clean-up. "Clean-up" means the removal or remediation of Contamination
          or  other   response  to   Contamination   in   compliance   with  all
          Environmental   Laws  and  to  the   satisfaction  of  all  applicable
          governmental   agencies,   and  in  compliance  with  good  commercial
          practice.

     b.   Contamination.  "Contamination"  means the  Release  of any  Hazardous
          Substance  on, in or under  the Real  Estate  or the  presence  of any
          Hazardous Substance on, in or under the Real Estate as the result of a
          Release,  or the  emanation of any Hazardous  Substance  from the Real
          Estate.

     c.   Environmental Laws.  "Environmental Laws" means all federal, state and
          local laws, statutes, codes, ordinances,  regulations,  rules or other
          requirements  with the  force of law,  including  but not  limited  to
          consent decrees and judicial or administrative orders, relating to the
          environment, including but not limited to those applicable to the use,
          storage,  treatment,  disposal or Release of any Hazardous Substances,
          all as  amended  or  modified  from  time to time  including,  without
          limitation, the Comprehensive Environmental Response, Compensation and
          Liability Act  ("CERCLA") as amended by the Superfund  Amendments  and
          Reauthorization  Act of 1986 ("SARA");  the Resource  Conservation and
          Recovery  Act of 1976,  as amended  ("RCRA");  the Clean Water Act, as
          amended;  the Clean Air Act,  as  amended;  the  Federal  Insecticide,
          Fungicide and  Rodenticide  Act, as amended;  the Hazardous  Materials
          Transportation  Act, as  amended,  any  environmental  statutes of the
          State of Michigan and all regulations promulgated under or pursuant to
          such federal and Michigan Statutes.

     d.   Hazardous Substance.  "Hazardous  Substance" means any hazardous waste
          or  hazardous  substance,  or any  pollutant or  contaminant  or toxic
          substance  or  other  chemicals  or  substances   including,   without
          limitation,  asbestos,  petroleum,  polychlorinated biphenyls, and any
          other substance regulated by any Environmental Laws.

     e.   Release.   "Release"   means   the   spilling,   leaking,   disposing,
          discharging,   dumping,  pouring,  emitting,  depositing,   injecting,
          leaching,  escaping or other  release or threatened  release,  whether
          intentional or unintentional, of any Hazardous Substance.

     f.   Regulatory  Actions.  "Regulatory  Actions"  means any claim,  demand,
          action  or  proceeding  brought  or  instigated  by  any  governmental
          authority in connection with any Environmental Law including,  without
          limitation,  any civil, criminal or administrative  proceeding whether
          or not seeking costs, damages, penalties or expenses.

     g.   Third-party  Claims.  "Third-party  Claims"  means any claim,  action,
          demand  or  proceeding,  other  than a  Regulatory  Action,  based  on
          negligence,  trespass,  strict  liability,  nuisance,  toxic  tort  or
          detriment to human health or welfare due to Contamination,  whether or
          not seeking costs, damages,  penalties, or expenses, and including any
          action for contribution to Clean-up costs.

The  Mortgagor  shall  indemnify,  defend and hold  harmless  the Bank,  and its
affiliates,  shareholders,  directors, officers, employees and agents (all being
included in the word "Indemnified  Parties" for purposes of this paragraph) from
any and all claims,  causes of action,  damages,  demands,  fines,  liabilities,
losses, penalties, judgments,  settlements, expenses and costs, however defined,
and of whatever nature, known or unknown, absolute or contingent, including, but
not limited to,  attorneys'  fees,  consultant's  fees, fees of environmental or
other engineers,  and related expenses including,  without limitation,  expenses
related to site  inspections and soil and water analyses,  which may be asserted
against,  imposed on,  suffered or  incurred by any of the  Indemnified  Parties
arising out of or in any way related to (a) any  actual,  alleged or  threatened
Release of any  Hazardous  Substance  on, in or under the Real  Estate,  (b) any
related  injury  to human  health or safety  (including  wrongful  death) or any
actual or alleged  injury to the  environment  by reason of the condition of, or
past or  present  activities  on the Real  Estate,  (c) any  actual  or  alleged
violation of  Environmental  Law related to the Real Estate,  (d) any lawsuit or
administrative  proceeding  brought or threatened  by any person,  including any
governmental  entity  or  agency,   federal,   state  or  local,  including  any
governmental   order  relating  to  or  occasioned  by  any  actual  or  alleged
Contamination  or threat of  Contamination,  (e) any lien  imposed upon the Real
Estate in favor of any governmental  entity as a result of any  Contamination or
threat of  Contamination,  and (I) all costs and expenses of any  Clean-up.  The
Mortgagor  represents and covenants that the  Mortgagor's  storage,  generation,
transportation,  handling or use, if any, of Hazardous Substances on or from the
Real Estate is currently,  and will remain at all times,  in compliance with all
applicable  Environmental  Laws. If any Clean-up is required with respect to the
Real Estate,  the Mortgagor  shall  expeditiously  complete such Clean-up at the
Mortgagor's  expense  and without the  necessity  of demand by the Bank.  If the
Mortgagor  should fail to initiate and diligently  pursue any Clean-up or should
otherwise fail to perform any obligation under the terms of this paragraph,  the
Bank may, at its sole  discretion  and without any  obligation  to complete  any
Clean-up  which it may cause to be  commenced,  cause the  Clean-up  or  partial
Cleanup of the Real Estate and pay on behalf of the Mortgagor  any costs,  fines
or penalties imposed On the Mortgagor pursuant to any Environmental Laws or make
any other payment or perform any other action which will prevent a lien in favor
of any  federal,  state or local  government  authority or any other person from
attaching to the Real Estate  pursuant to the  provisions  of any  Environmental
Law,  and all costs and  expenses of the Bank  incurred  in pursuing  any of the
remedies provided in this paragraph shall be added to the obligations secured by
this  Mortgage,  which costs and expenses  shall become due and payable  without
notice as incurred by the Bank, together with interest thereon at the Prime Rate
plus four percent (4%) per annum until paid.


     11.  The  occurrence  of any of the  following  events  shall  be  deemed a
"Default" under this Mortgage:

     a.   an "Event of  Default" as defined in the Credit  Agreement  shall have
          occurred and be continuing or the Mortgagor  shall  otherwise  fail to
          pay or perform any of the  Obligations  promptly  when such payment or
          performance is due or within such grace period as may be applicable;

     b.   the Mortgagor  shall fail to pay or perform any of the  obligations of
          the Mortgagor  under this Mortgage when such payment or performance is
          due; or

     c.   the Mortgagor shall abandon the Mortgaged Premises.

     12. Upon the  occurrence  and  continuance  of a Default,  all  Obligations
secured  hereby shall,  at the option of the Bank,  become  immediately  due and
payable  and this  Mortgage  may be  foreclosed  accordingly.  The Bank shall be
entitled to the appointment of a receiver for the Mortgaged  Premises to collect
the  rents and  profits  and to  maintain  the  Mortgaged  Premises  during  any
foreclosure proceedings. The Bank shall have the option of proceeding as to both
the Real  Estate and the  Personal  Property in  accordance  with its rights and
remedies in respect of the Real Estate, in which event the default provisions of
the  Michigan  Uniform  Commercial  Code shall not apply.  If the Bank elects to
proceed with respect to the Personal  Property  separately from the Real Estate,
the  requirement  of the  Michigan  Uniform  Commercial  Code and of the Indiana
Uniform  Commercial  Code  as to  reasonable  notice  of any  proposed  sale  or
disposition of the Personal Property shall be met if such notice is delivered or
mailed to the Mortgagor at its address stated above at least ten (10) days prior
to such sale or disposition.  In any action to foreclose this Mortgage, the Bank
shall be entitled to recover, in addition to all reasonable attorney and related
paraprofessional expenses incurred in connection therewith, all other reasonable
costs and expenses  associated with foreclosure  including,  without limitation,
all expenses incurred for title searches,  abstracts of title,  title insurance,
appraisals, surveys and environmental assessments reasonably deemed necessary by
the Bank, all of which costs and expenses shall be additional amounts secured by
this  Mortgage.  As used in the  preceding  sentence,  the  term  "environmental
assessments " means inspections and reports of environmental  engineers or firms
of  environmental   engineers  or  other  appropriate  experts,  and  associated
samplings  and  testings  of soil or  groundwater,  the  purpose  of which is to
determine whether there is any Contamination associated with the Real Estate and
if so,  the extent  thereof,  and to  estimate  of the cost of  Clean-up  of any
Contamination,  and to determine whether there are any underground storage tanks
or any  asbestos in, on, or under the Real Estate and if so,  whether  there are
any violations of Environmental  Laws in connection  therewith.  As used in this
paragraph, the terms "Contamination,"  "Clean-up,~~ and "Environmental Laws" are
used as defined numbered Paragraph 10.

     13. Power is hereby  granted to the Bank,  if a Default  exists,  to grant,
bargain,  sell,  release and convey the Mortgaged  Premises and appurtenances at
public  auction  or  vendue,  and on such sale to  execute  and  deliver  to the
purchasers,  his, her, its or their heirs,  successors and assigns,  good, ample
and  sufficient  deed or deeds of conveyance in law,  pursuant to the statute in
such  case made and  provided,  and to apply  the  proceeds  of such sale in the
manner hereinafter provided.

     a.   Upon a foreclosure sale of the Mortgaged Premises or any part thereof,
          the proceeds of such sale shall be applied in the following order:

          (i)  to the payment of all costs of the suit or foreclosure, including
               reasonable  attorneys'  fees  and the  cost of  title  insurance,
               searches and abstracts;

          (ii) to the  payment of all other  expenses  of the Bank and the Bank,
               including  all monies  expended by the Bank and all other amounts
               payable  by the  Mortgagor  to the Bank,  the Bank or to any Bank
               hereunder, with interest thereon;

          (iii)to the payment of the principal  and interest of the  Obligations
               secured hereby; and

          (iv) to the payment of the  surplus,  if any, to the  Mortgagor  or to
               whosoever shall be entitled thereto.

     b.   Upon any foreclosure sale of the Mortgaged  Premises,  the same may be
          sold either as a whole or in parcels, as the Bank may elect, and if in
          parcels,  the same may be divided  as the Bank may  elect,  and at the
          election  of the Bank may be offered  first in  parcels  and then as a
          whole, that offer producing the highest price for the entire Mortgaged
          Premises to prevail, any law, statutory or otherwise,  to the contrary
          notwithstanding,  and the Mortgagor hereby waives the right to require
          any  such  sale to be made in  parcels  or the  right to  select  such
          parcels.

     14. The Bank shall have the right to make all  divisions  under Section 108
of the Land Division Act, Act No. 288 of the Public Acts of 1967.

     15.  WARNING -- THIS  MORTGAGE  CONTAINS A POWER OF SALE AND, UPON DEFAULT,
MAY BE FORECLOSED BY ADVERTISEMENT.  IN FORECLOSURE BY ADVERTISEMENT, NO HEARING
IS  INVOLVED  AND THE ONLY  NOTICE  REQUIRED  IS TO  PUBLISH  NOTICE  IN A LOCAL
NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PROPERTY.

     16.  WAIVER  -- IF  THIS  MORTGAGE  IS  FORECLOSED  BY  ADVERTISEMENT,  THE
MORTGAGOR  HEREBY  VOLUNTARILY,  INTELLIGENTLY  AND KNOWINGLY  WAIVES ALL RIGHTS
UNDER THE  CONSTITUTION  AND LAWS OF THE STATE OF MICHIGAN AND  CONSTITUTION AND
LAWS OF THE UNITED  STATES TO ALL NOTICE  AND A HEARING IN  CONNECTION  WITH THE
ABOVE  MENTIONED  FORECLOSURE  BY  ADVERTISEMENT,  EXCEPT  AS SET  FORTH  IN THE
MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

     17. In  connection  with the Bank's right to  possession  of the  Mortgaged
Premises  upon a Default,  the Mortgagor  acknowledges  that it has been advised
that  there is a  significant  body of case law in  Michigan  which  purportedly
provides that in the absence of a showing of waste of a character  sufficient to
endanger  the  value of the  Mortgaged  Premises  or other  special  factors,  a
mortgagor  is entitled to remain in  possession  of mortgaged  premises,  and to
enjoy  the  income,  rents  and  profits  therefrom,   during  the  pendency  of
foreclosure  proceedings and until the expiration of the redemption period, even
if the mortgage  documents  expressly  provide to the  contrary.  The  Mortgagor
further acknowledges that it has been advised that the Bank recognizes the value
of  the  security   covered  hereby  is   inextricably   intertwined   with  the
effectiveness  of the  management,  maintenance  and  general  operation  of the
Mortgaged  Premises,  and that the Bank would not make the loans secured  hereby
unless they could be assured  that they would have the right to take  possession
of the  Mortgaged  Premises  through  the Bank in order to manage or to  control
management thereof, upon a Default, notwithstanding that foreclosure proceedings
may not have been instituted,  or are pending,  or the redemption period may not
have expired.  ACCORDINGLY,  THE MORTGAGOR HEREBY  KNOWINGLY,  INTELLIGENTLY AND
VOLUNTARILY  WAIVES ALL RIGHT TO POSSESSION  OF THE MORTGAGED  PREMISES FROM AND
AFTER THE DATE OF A DEFAULT,  UPON DEMAND FOR  POSSESSION  BY THE BANK,  AND THE
MORTGAGOR  AGREES NOT TO ASSERT ANY  OBJECTION OR DEFENSE TO THE BANK REQUEST OR
PETITION TO A COURT FOR  POSSESSION.  THE RIGHTS HEREBY  CONFERRED UPON THE BANK
HAVE BEEN AGREED  UPON PRIOR TO ANY DEFAULT AND THE  EXERCISE BY THE BANK OF ANY
SUCH RIGHTS SHALL NOT BE DEEMED TO PUT THE BANK IN THE STATUS OF A "MORTGAGEE IN
POSSESSION." THE MORTGAGOR  ACKNOWLEDGES THAT THIS PROVISION IS MATERIAL TO THIS
TRANSACTION  AND THAT THE BANK WOULD NOT MAKE THE LOANS  SECURED  HEREBY BUT FOR
THIS PARAGRAPH.

     18. The Bank, at its option and on such terms as it may desire,  may extend
the time of  payment or  performance  of any part or all of the  Obligations  or
release  any part of the  Mortgaged  Premises  from  the  lien of this  Mortgage
without  impairing  the lien of this  Mortgage  except as to the  portion of the
Mortgaged Premises expressly released and without releasing the Mortgagor or any
guarantors or sureties of or from any of the  Obligations.  No delay by the Bank
in the  exercise of any of its rights  under this  Mortgage  shall  preclude the
subsequent  exercise thereof so long as any Default  continues  uncured,  and no
waiver by the Bank of any Default of the Mortgagor  shall operate as a waiver of
subsequent or other  Defaults.  The making of any payment by the Bank for any of
the purposes herein permitted shall not constitute a waiver of any breach of the
Mortgagor's covenant to perform such act. Notice by the Bank of its intention to
exercise  any right or option  under this  Mortgage is  expressly  waived by the
Mortgagor,  and any one or more of the  Bank's  rights or  remedies  under  this
Mortgage may be enforced successively or concurrently. Time is of the essence of
this Mortgage.

     19. All  obligations  of the Mortgagor  under this Mortgage shall extend to
and be binding upon the successors and assigns of the Mortgagor, and shall inure
to the benefit of the Bank, and its successors and assigns.

     20. This Mortgage secures indebtedness incurred for a business purpose.

     21. This  Mortgage  is given,  in part,  for the  purpose of securing  loan
advances which the Bank may make to or for the Mortgagor pursuant and subject to
the terms and  provisions  of the Credit  Agreement.  The parties  hereto intend
that, in addition to any other debt or obligation secured hereby,  this Mortgage
shall  secure  unpaid  balances  of loan  advances  made after this  Mortgage is
delivered to the Register of Deeds of St. Joseph County, Michigan,  whether made
pursuant to an  obligation  of the Bank or  otherwise,  and in such event,  such
advances  shall be secured to the same  extent as if such future  advances  were
made on the date  hereto,  although  there may be no advance made at the time of
execution  hereof and although there may be no  indebtedness  outstanding at the
time any advance is made. THIS MORTGAGE IS A FUTURE ADVANCE MORTGAGE AND SECURES
FUTURE ADVANCES, INCLUDING PROTECTIVE ADVANCES, BOTH AS DEFINED IN ACT 35 OF THE
PUBLIC  ACTS OF 1992,  AS  AMENDED,  BEING MCLA  ss.565.901,  et seq.  Such loan
advances may or may not be evidenced  by notes  executed  pursuant to the Credit
Agreement.

     22. This  Mortgage  shall be governed by and  construed and enforced in all
cases by the substantive laws of the State of Michigan.

Dated as of July ____, 2001.

Signed and acknowledged                    UNITED ACQUISITION, INC., an Indiana
  in the presence of:                      corporation

_________________________________          By:_________________________________

---------------------------------          ------------------------------------
(Printed name)                             (Printed name and title)

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

---------------------------------
(Printed name)



<PAGE>


STATE OF ____________      )
                                    ) SS:
COUNTY OF _________        )

     Before  me,  a  Notary  Public  in and  for the  above  County  and  State,
personally         appeared         ______________________________,          the
__________________________ of UNITED ACQUISITION,  INC., an Indiana corporation,
who as such  officer  acknowledged  the  execution  of the  foregoing  Mortgage,
Security  Agreement,  Assignment  of Rents and Fixture for and on behalf of said
corporation this _____ day of July, 2001.


                                        Signature: ___________________________

                                        Printed: _____________________________
                                                  Notary Public
My Commission Expires: _________________

My County of Residence: _________________














THIS INSTRUMENT PREPARED BY:
                                        Madalyn S. Kinsey, Esquire
                                        KROGER, GARDIS & REGAS, L.L.P.
                                        Suite 900
                                        111 Monument Circle
                                        Indianapolis, Indiana 46204-5175
                                        Telephone No.: (317) 692-9000


<PAGE>


                                    SCHEDULE


     All that real estate in St. Joseph County, Michigan, described as follows:



That part of Stewart  and  Holabird's  Addition  to the  Village  of  Mottville,
according  to plat of record  in the  Office  of the  Register  of Deeds for St.
Joseph County, Michigan in Liber C of Deeds on Page 272, described as follows:

Commencing  at the  Southeast  corner of Section 19 of  Stewart  and  Holabird's
Addition;  thence South  89(degree)52'  West 471.20 feet (measured 471.53 feet);
thence South  00(degree)46'  West 438.20 feet (measured  South  00(degree)46'23"
West 438.03 feet);  thence North  89(degree)52' East 477.12 feet (measured North
89(degree)57'30"  East 476.52  feet);  thence  North 438.74 feet to the point of
beginning.

Together  with an easement  for ingress and egress over the South 35 feet of the
following:

That part of Section (Block) 18, Stewart and Holabird's  Addition to the Village
of Mottville, according to plat of record in the Office of the Register of Deeds
for St. Joseph  County,  Michigan in Liber C of Deeds on Page 272.  described as
follows:

Commencing at a point that is South 33 feet and South  89(degree)52'  West 819.5
feet from the intersection of the centerline of Union and Cecalia Streets in the
Village of Mottville;  thence continuing South 89(degree)52' West 114.75 feet to
the  centerline  of Highway  M-103;  thence South  28(degree)49'  West along the
centerline of said highway,  226 feet:  thence on a  02(degree)30'  curve to the
left the long chord of which is South  26(degree)51'  West 127.74  feet;  Thence
North 89(degree)52' East 239.75 feet; thence South 00(degree)46' West 5.15 feet;
thence North 89(degree)52' East 141.70 feet; thence North 242 feet; thence South
89(degree)52' West 100 feet; thence North 75 feet to the point of beginning.


<PAGE>


                                   Exhibit "J"
                             SUBORDINATION AGREEMENT


     UNITED  ACQUISITION,  INC., an Indiana  corporation (the "Company"),  FIRST
INDIANA BANK, a federal savings bank (the "Bank"), and UNITED EXPRESSLINE, INC.,
an Indiana corporation (the "Junior Creditor"), agree as follows:

     1. Background  --Definitions.  This Agreement is made in the context of the
following agreed state of facts:

          a.   The Bank and the Company are parties to a Credit  Agreement dated
               the date of this Subordination Agreement under the terms of which
               the Bank will extend a revolving  line of credit (the  "Revolving
               Loan")  to the  Company  for  loans up to a  maximum  outstanding
               principal amount of $3,500,000.00,  a term loan (the "Term Loan")
               in the principal amount of $291,000.00, a second term loan ("Term
               Loan II") in the principal amount of  $1,116,000.00,  and a third
               term  loan  ("Term  Loan  III")  in  the   principal   amount  of
               $1,750,000.00.  The Revolving  Loan, the Term Loan, Term Loan II,
               and Term Loan III are hereafter  referred to  collectively as the
               "Loans," and the Term Loan,  Term Loan II, and Term Loan Ill, are
               hereafter sometimes referred to collectively as the "Term Loans."
               All  obligations  of the  Company  to the Bank on  account of the
               Loans,  whether such  obligations  now exist or arise  hereafter,
               including  principal,  interest and expenses of  collection,  and
               including any obligations on account of any extension, renewal or
               restructuring  of the Loans,  are  hereafter  referred  to as the
               "Senior Obligations."

          b.   The Company is indebted to the Junior  Creditor in the  principal
               amount of  $1,500,000.00.  The indebtedness of the Company to the
               Junior  Creditor is  represented  by the  promissory  note of the
               Company  dated July ____,  2001 (the  "Subordinated  Note").  Any
               promissory  note which may  hereafter  be given by the Company to
               the  Junior  Creditor  to  replace  the  Subordinated  Note or to
               represent  any  extension,   renewal  or   restructuring  of  the
               indebtedness  now  represented  by  the   Subordinated   Note  is
               hereafter  referred to as a "Substitute  Subordinated  Note." All
               obligations of the Company to the Junior Creditor now represented
               by the Subordinated Note or any Substitute  Subordinated Note are
               hereafter referred to as the "Junior Obligations.

     As used in this Agreement, the term "Loan Document" means any instrument or
document which  evidences or secures the Loans or any of them or which expresses
an  agreement  between the Company  and the Bank as to terms  applicable  to the
Loans or any of them. As used in this  Agreement,  the term  "Default"  means an
Event of Default or Unmatured Event of Default as those terms are defined in the
Credit  Agreement  and  includes,  without  limitation,  not only failure of the
Company to pay any installment of principal or interest on any of the Loans when
due, but also failure of the Company to observe certain  covenants  contained in
the Credit Agreement,  including financial covenants. As used in this Agreement,
the term  "Insolvency  Proceeding"  means any proceeding,  whether  voluntary or
involuntary,  for the  distribution,  division or  application  of assets of the
Company or the proceeds  thereof,  regardless of whether such  proceeding is for
the  liquidation,   dissolution,   winding  up  of  affairs,  reorganization  or
arrangement of the  obligations of the Company,  or for a composition  among the
creditors  of the Company  and whether in  bankruptcy  or in  connection  with a
receivership  or under an  assignment  for the benefit of the  Creditors  of the
Company or otherwise including,  without limitation, any meeting of Creditors of
the Company in connection with any such proceeding.

     2.  Subordination.  The  Junior  Obligations  are and  shall  hereafter  be
subordinate  and inferior in right of payment to all of the Senior  Obligations.
Notwithstanding any provision to the contrary contained in the Subordinated Note
or any other agreement  between the Company and the Junior Creditor with respect
to the Junior Obligations,  the Company shall not make and shall not be required
to make any  payment on account of the  principal  of or  interest on the Junior
Obligations until the Senior Obligations have been paid in full and the Bank has
no further  obligation  to make  additional  advances to the  Company  under the
Revolving Loan, including advances made pursuant to any extension of the term of
the Revolving Loan; provided,  that the Company may make the regularly scheduled
payments of interest  provided for under the terms of the  Subordinated  Note so
long as no Default has occurred and is  continuing or would occur as a result of
such payment,  and,  provided  further,  that no such payment shall be made more
than ten (10) days  prior to its  regularly  scheduled  due date.  Further,  the
Junior  Creditor agrees that the Junior  Obligations  shall be and remain at all
times unsecured.

     The  Company  shall  not be  required  to  perform  or omit any  other  act
otherwise   required  to  be  performed  or  omitted  under  the  terms  of  the
Subordinated  Note or otherwise  with respect to the Junior  Obligations  at any
time such  performance  or omission would result in the occurrence of a Default.
The due date for any payment or  performance of any Junior  Obligation  shall be
deemed to be extended  during any period in which such payment or performance is
prevented by the  provisions of this  Agreement,  and no cause of action against
the Company will accrue to the Junior  Creditor or any subsequent  holder of the
Junior Obligations during the continuance of any such extension.

     3. Limitation on Right of Action.  Notwithstanding anything to the contrary
contained in any of the  documents  evidencing,  securing,  or pertaining to the
Junior Obligations (collectively~,  the "Junior Documents"), the Junior Creditor
agrees that, while any Senior  Obligations are outstanding,  the Junior Creditor
shall not take any Enforcement  Action (as hereinafter  defined) with respect to
the Junior Obligations, unless:

          (a)  the Bank shall have taken an action to realize or foreclose  upon
               any collateral securing the Senior Obligations; or

          (b)  a  proceeding  under the  Bankruptcy  Code or any  similar  state
               statute or law (including  any law providing for the  appointment
               of  a  receiver  or  other  similar  official)  shall  have  been
               commenced  by or against  the  Company by persons  other than the
               Junior Creditor.

     As used herein, the term "Enforcement Action" means (a) the acceleration of
all or any portion of the Junior Obligations, (b) any realization or foreclosure
upon any  collateral  securing  the  Junior  Obligations,  (c) any demand by the
Junior  Creditor for payment of the Junior  Obligations,  (d) the enforcement of
any of the rights or remedies, contractual or otherwise, of the Junior Creditor,
whether  at law,  suit in  equity,  arbitration  proceedings  or  otherwise,  in
furtherance of the actions set forth in provisions (a), (b), and (c) above.

     4. Improper Payment.  Any amount paid by the Company to the Junior Creditor
in violation of any  provision of this  Agreement  shall be received in trust by
the Junior  Creditor  for the  benefit  of the Bank and  shall,  with or without
demand, be immediately  delivered by the Junior Creditor to the Bank in the same
form  in  which  received,  with  the  addition  only of  such  endorsements  or
assignments  as may be  necessary  to  perfect  the  title  of the  Bank to such
payment.  Such  amounts  may be  applied  by the Bank to any item of the  Senior
Obligations in such order as the Bank in its discretion  shall  determine or may
be  returned to the  Company at the Bank's  discretion.  Upon the request of the
Bank,  the Company and the Junior  Creditor  will  execute  such  documents  and
perform all such other acts as may  reasonably be required to rescind  premature
performance of any Junior  Obligation and to reestablish,  to the maximum extent
practical, the status quo prior to such premature performance.

     5.  Authority  of Bank to Act for  Junior  Creditor.  The  Junior  Creditor
appoints the Bank or, at the Bank's  discretion  any officer of the Bank, as the
Junior Creditor's  attorney-in-fact,  with full power of substitution,  and with
the exclusive right and power to enforce claims arising on account of the Junior
Obligations  by proof of debt,  proof of claim or  otherwise  in any  Insolvency
Proceeding;  to  collect  any  assets  of the  Company  distributed  in any such
Proceeding by way of dividend or otherwise, and to receive any securities of the
Company or of any reorganized  entity  emerging from any Insolvency  Proceeding,
which   securities  are  issued  and   distributed  on  account  of  the  Junior
Obligations;  to vote  claims of the Junior  Creditor  arising on account of the
Junior Obligations in any Insolvency Proceeding and to accept or reject any plan
of partial or complete liquidation, reorganization,  arrangement, composition or
extension in any Insolvency Proceeding; to execute any endorsement or assignment
of the  Subordinated  Note  or any  Substitute  Subordinated  Note  required  in
connection with any Insolvency  Proceeding,  and generally to take any action in
connection  with any Insolvency  Proceeding  which the Junior  Creditor would be
authorized to take but for this  Agreement.  Any action taken by the Bank or the
Bank's officer pursuant to the power of attorney granted under the terms of this
Paragraph  shall be taken for the use and benefit of the Bank,  and may be taken
in the name of the Bank or in the name of the Junior Creditor and without notice
to the  Junior  Creditor.  Such power of  attorney  is a power  coupled  with an
interest and shall be irrevocable until all of the Senior  Obligations have been
satisfied in full and until the Bank is no longer under any obligation under the
terms  of the  Credit  Agreement  to make any  further  loan or  advance  to the
Company.

     6.  Distributions  in  Liquidation.  In the event of the liquidation of the
Company  or the  distribution  of any of its  assets  or the  securities  of any
successor   on   account   of   any   liquidation,   bankruptcy,   receivership,
reorganization,  assignment for the benefit of creditors or similar  proceeding,
the Junior  Creditor  shall not be entitled to any  payment or  distribution  on
account  of any  Junior  Obligation  until  all  Senior  Obligations  have  been
satisfied in full, and the Junior  Creditor shall receive any money,  securities
or other property  distributed in any such  proceeding to the Junior Creditor on
account  of Junior  Obligations  in trust for the  benefit of the Bank and shall
deliver any such property to the Bank in the same form as received,  adding only
such endorsements or assignments as may be necessary to perfect the title of the
Bank to  such  property,  for  application  to the  satisfaction  of the  Senior
Obligations  in such  order as the Bank in its  discretion  may  determine.  Any
excess  of such  property  remaining  after  satisfaction  of all of the  Senior
Obligations shall be returned to the Junior Creditor. The Bank may liquidate any
noncash  property  received from the Junior Creditor because of any provision 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 the Bank shall  determine in the
exercise  of  the  Bank's  sole  discretion.

     7. Subordination  Absolute.  The subordination of the Junior Obligations to
the  Senior  Obligations  effected  by this  Subordination  Agreement  shall  be
absolute and the Bank may from time to time, without the consent of or notice to
the Junior  Creditor  and  without  affecting  the  subordination  of the Junior
Obligations  to the Senior  Obligations:  (i) obtain a security  interest in any
property  to secure any of the Senior  Obligations;  (ii)  obtain the primary or
secondary  liability  of any party or parties in addition  to the  Company  with
respect  to any of the  Senior  Obligations;  (iii)  extend  or renew any of the
Senior  Obligations for any period beyond their original due dates; (iv) release
or  compromise  any  liability  of any  other  party  or  parties  primarily  or
secondarily  liable with respect to any of the Senior  Obligations;  (v) release
any security  interest  that the Bank might now have or hereafter  obtain in any
property  securing any of the Senior  Obligations and permit any substitution or
exchange of any such property; (vi) extend loans and other credit accommodations
to the Company in addition to the Revolving Loan and the Term Loans and increase
the maximum amount which may be loaned to the Company under the Revolving  Loan;
provided,  that nothing  contained in this Agreement shall be construed so as to
require the Bank to apply the proceeds of collateral or guaranties held for both
the  Senior  Obligations  and other  obligations  of the  Company  which are not
entitled to the benefit of this Agreement in any particular order.

     8. Notice of  Subordination.  The Company  and the Junior  Creditor  shall,
contemporaneously  with the  execution of this  Agreement,  cause the  following
legend to be placed on the face of the Subordinated Note:

          This Promissory Note is subject to a Subordination  Agreement dated as
          of July ____ 2001, in favor of FIRST INDIANA BANK.

     A photocopy of the Note with such legend endorsed thereon shall immediately
be  delivered  to the Bank.  The same legend  shall be placed on any  Substitute
Subordinated  Note before it is delivered to the Junior Creditor and a photocopy
of any Substitute  Subordinated  Note shall be delivered to the Bank immediately
upon its execution and delivery to the Junior Creditor.

     9. Successors and Assigns. This Agreement shall be binding upon the Company
and the Junior Creditor and the Junior Creditor's  successors in interest to the
Subordinated   Note  and  any  Substitute   Subordinated  Note  and  the  Junior
Obligations  and shall inure to the benefit of the Bank and its  successors  and
assigns.

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

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

Dated as of July ___ 2001.

                             UNITED ACQUISITION, INC., an Indiana corporation

                             By: ________________________________

                             ------------------------------------
                             (Printed Name and Title)

                             FIRST INDIANA BANK, a federal savings bank

                             By: ________________________________
                             Anthony P. Schlichte, Vice President

                             UNITED EXPRESSLINE, INC., an Indiana corporation

                             By: ________________________________

                             ____________________________________
                             (Printed Name and Title)



<PAGE>


                                   Exhibit "K"
                             SUBORDINATION AGREEMENT


     THIS  SUBORDINATION  AGREEMENT  (this  "Agreement"),  dated the ____ day of
July,  2001,  is entered  into by and among THE  HUNTINGTON  CAPITAL  INVESTMENT
COMPANY (the "Subordinated Lender"),  FIRST INDIANA BANK, a federal savings bank
("Bank"  or  "Senior  Lender"),   and  UNITED  ACQUISITION,   INC.,  an  Indiana
corporation (the "Company").

     WHEREAS, the Senior Lender and the Subordinated Lender desire to enter into
this  Agreement in order to set forth the relative  rights among such parties in
respect of certain  indebtedness  and  obligations  owing to such parties by the
Company.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.  SUBORDINATION  OF  SUBORDINATED   INDEBTEDNESS.   The  payment  of  the
Subordinated Indebtedness and the rights of the holders thereof are subordinated
to the payment of the Senior  Indebtedness and the rights of the holders thereof
to the extent specified in this Section 1.

     1.1  Certain  Definitions.  As used in this Section 1, the following  terms
          have the following respective meanings:

          "Bankruptcy Code" shall mean 11 U.S.C.ss. 101 et seq., as from time to
          time hereafter amended, and any successor or similar statute.

          "Blockage Period" shall have the meaning specified in Section 1.4(a).

          "Company" has the meaning set forth in the preamble to this Agreement,
          together with any permitted successors and assigns.

          "Enforcement  Action" means, with respect to the holders of the Senior
          Indebtedness  or the  holders  of the  Subordinated  Indebtedness,  as
          applicable,  (a) the  acceleration of all or any portion of the Senior
          Indebtedness or the Subordinated Indebtedness,  as applicable, (b) any
          realization  or foreclosure  upon any  collateral  securing the Senior
          Indebtedness or the Subordinated Indebtedness,  as applicable, (c) any
          demand by any holder of the Senior  Indebtedness  or any holder of the
          Subordinated  Indebtedness,  as applicable,  for payment thereof other
          than a demand for  payments  to bring the Senior  Indebtedness  or the
          Subordinated Indebtedness, as applicable, current on a non accelerated
          basis  (including  any  notice of such a demand),  (d)  subject to the
          following  proviso,  the enforcement of any of the rights or remedies,
          contractual or otherwise,  of any holder of the Senior Indebtedness or
          and holder of the Subordinated Indebtedness, as applicable, whether at
          law,  suit  in  equity,   arbitration  proceedings  or  otherwise,  in
          furtherance  of the actions set forth in provisions  (a), (b), and (c)
          above; provided, however, that this clause (d) shall not include or be
          deemed to include  the giving of notices  (including  routine  notices
          under  the  Senior  Bank  Agreement  or Note  Purchase  Documents,  as
          applicable,  notices of default or event of  default,  and  notices of
          breaches  of  covenants  and  other  provisions  of  the  Senior  Bank
          Agreement or Note Purchase Documents,  as applicable) or the making of
          requests or the delivery of other communications  pursuant to and upon
          the terms  permitted  or  otherwise  contemplated  by the Senior  Bank
          Agreement or Note Purchase Documents,  as applicable.  Notwithstanding
          anything  contained  herein,  no holder of  Subordinated  Indebtedness
          shall  make  any  demand  for  payments  to  bring  the   Subordinated
          Indebtedness  current on a non accelerated basis (including any notice
          of such a demand)  if a  Blockage  Period  shall  then be in effect or
          shall initiate an Enforcement Action during a Blockage Period.

          "Event of Default" shall have the meaning specified in the Senior Bank
          Agreement.

          "Liquidation Payment" shall have the meaning specified in Section 1.3.

          "Note  Purchase  Agreement"  shall  mean that  certain  Note  Purchase
          Agreement,  dated as of even date herewith entered into by and between
          the Company and the  Subordinated  Lender,  as amended,  modified  and
          supplemented from time to time.

          "Note Purchase Documents" shall mean, collectively,  the Note Purchase
          Agreement,  the  Senior  Subordinated  Notes,  and any  and all  other
          agreements,  documents  or  instruments  (together  with  any  and all
          amendments,   modifications,  and  supplements  thereto,  restatements
          thereof,  and  substitutes  therefor  to  the  extent  not  prohibited
          hereunder) previously,  now or hereafter executed and delivered by the
          Company,  the  Subordinated  Lender or any other Person in  connection
          with the Senior Subordinated Notes.

          "Permitted  Securities"  means shares of stock or other  securities of
          the Company or another  corporation which are subordinated at least to
          the same extent as the Subordinated Indebtedness.

          "Person" shall mean an individual, a corporation,  a limited liability
          company,  an association,  a joint-stock  company, a business trust or
          other similar organization,  a partnership,  a joint venture, a trust,
          an  unincorporated   organization  or  a  government  or  any  agency,
          instrumentality or political subdivision thereof.

          "Senior Bank Agreement" shall mean that certain Credit Agreement dated
          as of even date  herewith  entered into by and between the Company and
          the Senior Lender,  as amended or otherwise  modified or  supplemented
          from time to time.

          "Senior  Bank  Documents"  shall mean,  collectively,  the Senior Bank
          Agreement  and any and all  promissory  notes,  and other  agreements,
          documents,  instruments and security documents  (together with any and
          all amendments,  modifications,  and supplements thereto, restatements
          thereof,  and  substitutes  therefor  to  the  extent  not  prohibited
          hereunder)  previously,  now or hereafter  executed  and  delivered in
          connection with the Senior Indebtedness.

          "Senior  Default"  shall  have mean any Event of Default as defined in
          the Senior Bank Agreement.

          "Senior   Indebtedness"   shall  mean  the  principal  amount  of  any
          indebtedness of the Company now existing or hereafter  incurred or due
          under the Senior Bank  Agreement (or under any  agreement  executed in
          connection  with any  extension,  refinancing,  refunding  or  renewal
          thereof)  and under  the  Senior  Bank  Documents,  together  with any
          interest  (including any interest  accruing after the  commencement of
          any action or  proceeding  under any  bankruptcy,  insolvency or other
          similar  law,  and any  interest  that would have  accrued but for the
          commencement of any such proceeding,  whether or not any such interest
          is allowed as an enforceable  claim in such proceeding) and premium or
          other  amount  (including  any fee or expense)  due thereon or payable
          with  respect  thereto,  including  any such  amounts  payable  by any
          guarantor  thereof;  provided,  that for purposes of the subordination
          provisions  hereof,  Senior  Indebtedness  shall  not  exceed  in  the
          aggregate  for  principal  the amount of  $7,500,000  (subject  to the
          provisions of Section 1 .2(c)(ii) hereof).

          "Senior  Lender"  shall mean Bank and each other  holder  from time to
          time of any Senior Indebtedness.

          "Senior  Subordinated  Notes" shall mean the Senior  Subordinated Note
          due July 31, 2006, in the principal  amount of  $3,500,000,  issued by
          the Company pursuant to the Note Purchase Agreement (together with any
          and  all   amendments,   modifications,   and   supplements   thereto,
          restatements  thereof,  and  substitutes  therefor  to the  extent not
          prohibited hereunder).

          "Subordinated  Lender  Default"  shall  mean any Event of  Default  as
          defined in the Note Purchase Agreement.

          "Subordinated  Indebtedness"  shall mean the  principal  amount of the
          indebtedness evidenced by the Senior Subordinated Notes, together with
          any interest  (including any interest  accruing after the commencement
          of any action or proceeding under any bankruptcy,  insolvency or other
          similar  law,  and any  interest  that would have  accrued but for the
          commencement of any such proceeding,  whether or not any such interest
          is allowed as an enforceable  claim in such  proceeding),  and premium
          and any other  amount  (including  any fee or expense)  due thereon or
          payable,  if any,  with respect  thereto,  including  any such amounts
          payable by any guarantor thereof and including any and all obligations
          of the Company under any of the Note Purchase Documents.

          "Subordinated Lender" has the meaning ascribed thereto in the preamble
          to this Agreement, together with any successors and assigns.

          "Subordination  Notice"  shall have the meaning  specified  in Section
          1.4.

     1.2  Subordinated  Indebtedness  Subordinated  to Senior  Indebtedness:  No
          Amendments.

               (a) The Company for itself and its  successors  and assigns,  and
          for  its   subsidiaries   and  the  successors  and  assigns  of  such
          subsidiaries,   covenants   and   agrees,   and  each  holder  of  any
          Subordinated Indebtedness,  by its acceptance thereof, shall be deemed
          to have agreed, notwithstanding anything to the contrary in any of the
          Note  Purchase  Documents,   that  the  payment  of  the  Subordinated
          Indebtedness shall be subordinated to the extent and in the manner set
          forth in this Section 1, to the prior  payment in full in cash or cash
          equivalents of all Senior Indebtedness, and that each holder of Senior
          Indebtedness,  whether now outstanding or hereafter created, incurred,
          assumed  or  guaranteed,  shall  be  deemed  to have  acquired  Senior
          Indebtedness in reliance upon the provisions contained in this Section
          1. No  present  or  future  holder  of  Senior  Indebtedness  shall be
          prejudiced  in  the  right  to  enforce  the   subordination   of  the
          Subordinated  Indebtedness  effected pursuant to this Section 1 by any
          act or failure to act on the part of the Company.

               (b)  Neither  this  Section  1  nor  any  of  the  terms  of  the
          Subordinated  Indebtedness  shall be  amended  or  otherwise  modified
          without the written consent of the Senior Lender;  provided,  however,
          that (i) the  Subordinated  Lender  may,  without  the  consent of the
          Senior Lender, waive defaults, extend the maturity of the Subordinated
          Indebtedness and enter into any other amendments,  the effect of which
          is to make the terms of the Subordinated Indebtedness less restrictive
          on the  Company  than  prior to such  amendment,  and (ii) that if the
          Senior  Bank  Agreement  is amended in a manner  that adds a financial
          covenant  or any other  material  covenant  or any default or makes an
          existing  financial covenant or other material covenant or any default
          more restrictive on the Company or any of its  Subsidiaries,  then the
          Subordinated  Lender and the Company and the affected Subsidiary shall
          be permitted,  without the consent of the Senior  Lender,  to make the
          same  amendment or  modification  to the Note Purchase  Documents,  it
          being  understood  that  any  amendment  to  or  modification  of  the
          financial covenants will continue to maintain (on a financial covenant
          by financial  covenant basis) the same percentage spread between those
          contained in the Senior Bank Agreement and those contained in the Note
          Purchase Agreement, each as in effect on the date hereof.

               (c) Without the written consent of the  Subordinated  Lender,  no
          amendment or modification  shall be made to the Senior Bank Documents,
          nor shall any  refinancing of the Senior  Indebtedness be effectuated,
          which (i)  increases the principal  amount of Senior  Indebtedness  in
          excess of  $7,500,000  in the  aggregate at any one time  outstanding;
          provided,  that this Agreement  shall not be terminated or invalidated
          in any respect in the event the aggregate  principal  amount of Senior
          Indebtedness  exceeds  $7,500,000 at any time,  nor shall any cause of
          action accrue  against the Senior Lender in favor of the  Subordinated
          Lender  as  a  consequence  thereof,  it  being  understood  that  the
          subordination of the Subordinated  Indebtedness  shall be effective as
          to Senior Indebtedness not exceeding  $7,500,000 in the aggregate,  or
          (ii) renews or reschedules the time for payment of the Term Loan, Term
          Loan II, or Term Loan III,  or  modifies  the amount of any  scheduled
          payment  of the Term Loan,  Term Loan II, or Term Loan III,  such that
          the  aggregate  outstanding  and unpaid  principal  amount of the Term
          Loan,  Term Loan II, Term Loan III, and the Revolving  Loan,  together
          with any other term  indebtedness  which may be extended by the Senior
          Lender to the Company, on July 31, 2006, exceeds $5,000,000; provided,
          that this  Agreement  shall not be  terminated or  invalidated  in any
          respect  in  the  event  the  aggregate  principal  amount  of  Senior
          Indebtedness  exceeds $5,000,000 on July 31, 2006, nor shall any cause
          of  action   accrue   against  the  Senior  Lender  in  favor  of  the
          Subordinated Lender as a consequence thereof, it being understood that
          the subordination of the Subordinated  Indebtedness shall be effective
          as to Senior Indebtedness not exceeding $5,000,000 in the aggregate as
          of July 31, 2006, or (iii)  increases the applicable  interest rate on
          any of the Loans  comprising the Senior  Indebtedness in excess of two
          percent  (2%)  above  the rates of  interest  in effect as of the date
          hereof;  provided, that nothing herein shall be deemed to restrict the
          application  by the  Senior  Lender of any  default  rate of  interest
          provided in the Senior Bank Documents at any time or from time to time
          so long as the default rate of interest  does not at any time exceed a
          rate that is two percent  (2%) higher than the default  rate in effect
          as of the date hereof.

               (d) The Senior Lender hereby consents to the Subordinated  Lender
          taking liens and security interests in the collateral described in the
          Senior Bank  Documents as in effect on the date hereof  (together with
          such other collateral in which the Subordinated  Lender obtains a lien
          or  security  interest  with the  consent  of the Senior  Lender,  the
          "Collateral").  Notwithstanding the order of perfection or the failure
          of the Senior Lender's liens and security  interests in the Collateral
          to be or remain perfected, the Subordinated Lender hereby subordinates
          its existing and any future  security  interests in the  Collateral to
          the existing and future security interests of the Senior Lender in the
          Collateral. The Subordinated Lender agrees that, anything contained in
          any documents evidencing the Subordinated Indebtedness,  any financing
          statement or any existing or future agreement between the Subordinated
          Lender  and  the  Company  to  the   contrary   notwithstanding,   the
          Subordinated  Lender does not presently  hold, and shall not obtain or
          acquire,  without the prior written consent of the Senior Lender,  any
          security interest, lien or other interest in any equipment, assets, or
          real or other property of the Company, other than the Collateral.

     1.3  Dissolution,  Liquidation,  Reorganization,  etc.  Upon any payment or
          distribution of the assets of the Company (or any of its Subsidiaries)
          of any kind or character,  whether in cash, property or securities, to
          creditors  upon  any   dissolution,   winding-up,   total  or  partial
          liquidation,  reorganization,  composition, arrangement, adjustment or
          readjustment of such Company (or any of its  Subsidiaries)  or its (or
          their) securities, whether voluntary or involuntary, or in bankruptcy,
          insolvency,  reorganization,  liquidation or receivership proceedings,
          or upon a general  assignment  for the  benefit of  creditors,  or any
          other marshaling of the assets and liabilities of such Company (or any
          of  its  Subsidiaries),   or  otherwise  (hereinafter  a  "Liquidation
          Payment"), then and in any such event:

               (a) the holder of the Senior  Indebtedness  shall be  entitled to
          receive  payment in full in cash or cash  equivalents (or to have such
          payment  duly  provided  for in cash or cash  equivalents  in a manner
          reasonably  satisfactory to the holders of Senior Indebtedness) of all
          amounts  due  or to  become  due  on  or  in  respect  of  all  Senior
          Indebtedness before any Liquidation Payment, whether in cash, property
          or  securities  is  made  on  account  of or  applied  to  any  of the
          Subordinated Indebtedness;

               (b)  any  Liquidation  Payment,  whether  in  cash,  property  or
          securities to which the holder of the Subordinated  Indebtedness would
          be entitled except for the provisions of this Section 1, shall be paid
          or delivered by any debtor,  custodian,  liquidating trustee, agent or
          other Person making such Liquidation  Payment,  directly to the holder
          of the Senior  Indebtedness,  or its representative for application to
          the  payment  of the  Senior  Indebtedness  in  full  in  cash or cash
          equivalents   after  giving  effect  to  any  concurrent   payment  or
          distribution,  or  provision  therefor,  to the holder of such  Senior
          Indebtedness;

               (c) the  holder  of the  Subordinated  Indebtedness  at the  time
          outstanding hereby  irrevocably  authorizes and empowers the holder of
          the Senior Indebtedness or such holder's representative to collect and
          receive such holder's share of any Liquidation  Payment and to receipt
          therefor,  and, if the holder of  Subordinated  Indebtedness  fails to
          file a claim  therefor  at least ten (10)  calendar  days prior to the
          date established by rule of law or order of court for such filing,  to
          file,  prove and vote such claim  therefor  (any such  claim  filed or
          proved or with  respect to which a vote shall be made by the holder of
          the  Senior   Indebtedness  on  the  behalf  of  any  such  holder  of
          Subordinated  Indebtedness  shall  hereinafter  be  referred to as the
          "Claim"); and

               (d) the holder of the Subordinated Indebtedness shall execute and
          deliver to the holder of the Senior Indebtedness or its representative
          all such further instruments confirming the authorization described in
          Section  1.3(c),  and  shall  take all such  other  action,  as may be
          reasonably  requested by the holder of the Senior Indebtedness or such
          representative to enforce such Claims.

               Upon any payment or  distribution  of assets  referred to in this
          Section  1,  the  holder  of the  Subordinated  Indebtedness  shall be
          entitled  to rely  upon  any  order  or  decree  made by any  court of
          competent   jurisdiction   in  which  such   bankruptcy,   insolvency,
          reorganization,  liquidation,  receivership  or  other  proceeding  is
          pending,  or a  certificate  of  the  debtor,  custodian,  liquidating
          trustee, agent or other Person making any such payment or distribution
          to such holders,  for the purpose of ascertaining the Persons entitled
          to participate therein,  the holders of the Senior  Indebtedness,  the
          then outstanding  principal amount of the Senior  Indebtedness and any
          and all  amounts  payable  thereon,  the  amount  or  amounts  paid or
          distributed  thereon and all other facts pertinent  thereto or to this
          Section 1.

     1.4  No  Payments  With  Respect to  Subordinated  Indebtedness  in Certain
          Circumstances/Blockage Periods.

               (a) Subject to the provisions of this Section 1.4(a), and Section
          1.4(b),  and (c), the Company will not, and will not permit any of its
          Subsidiaries to, directly or indirectly,  make, and neither the holder
          nor any assignee or successor holder of any Subordinated  Indebtedness
          will accept or receive any payment or distribution (in cash,  property
          or securities,  by set-off or otherwise),  whether direct or indirect,
          of or on account of the Subordinated Indebtedness,  and no Enforcement
          Action shall be commenced by the Subordinated  Lender, if, at the time
          of such payment or  distribution  or  immediately  after giving effect
          thereto  or at the  time of  initiation  of the  Enforcement  Action a
          Senior  Default has occurred and is  continuing  under the Senior Bank
          Agreement; provided, however, that in the event such Senior Default is
          based solely on the occurrence of a Subordinated  Lender Default under
          the Note Purchase Agreement which the Subordinated Lender subsequently
          waives in a writing to the Company and to the Senior  Lender  prior to
          the  delivery of the notice  referenced  in Section 1 .4(a)(i)  below,
          then no Senior Default shall be deemed to have  occurred,  and if such
          waiver by the Subordinated  Lender occurs after the delivery of such a
          Subordination  Notice,  the resulting  Block Period shall be deemed to
          have expired  automatically,  effective as of the date of such waiver,
          and such  Blockage  Period  shall not count toward the maximum of four
          (4) Blockage Periods permitted hereunder.  Any period during which the
          restrictions  imposed by this Section 1.4(a) are in effect as a result
          of a Senior Default is hereinafter referred to as a "Blockage Period".
          The following shall govern Blockage Periods:

                    (i) The Bank  shall give the  Company  and the holder of the
               Subordinated  Indebtedness  written notice at the addresses shown
               on below each  party's  signature on the  signature  pages hereto
               (each a  "Subordination  Notice") of such Senior  Default,  which
               notice shall state that it is a "Subordination  Notice" and shall
               make  explicit  reference  to  the  provisions  of  this  Section
               1.4(a)(i).

                    (ii) Each  Blockage  Period  triggered  by a Senior  Default
               shall  commence  on the date of  delivery  of such  Subordination
               Notice to the Company and the Subordinated Lender; provided, that
               in the event  such  Senior  Default is the result of a default in
               the payment when due of all or any portion of the principal of or
               interest  on  any  Senior  Indebtedness  (subject  to  any  grace
               periods)(such  default  called a  "Payment  Default"),  then such
               Blockage  Period shall  commence on the date such payment was due
               and  payable  under the terms of the Senior Bank  Documents.  For
               purposes of this  Section  1.4(a):  (1) no Blockage  Period shall
               exceed 180 days in duration; (2) Blockage Periods shall not be in
               effect for more than an  aggregate  of 180 days during any period
               of 360  consecutive  days;  (3) there  shall be no more than four
               Blockage  Periods in effect  while this  Agreement  is in effect;
               provided,  that in the event upon the  expiration of any Blockage
               Period the  Subordinated  Lender is paid all scheduled  principal
               and accrued and unpaid interest on the Subordinated  Indebtedness
               coming due during such Blockage Period, then such Blockage Period
               shall not count  toward  the  maximum  of four  Blockage  Periods
               permitted during the term of this Agreement;  and (4) no Blockage
               Period shall be triggered by a the same Senior Default; provided,
               that a breach of a covenant  contained in any of Sections 5(g) or
               6 of the Senior  Bank  Agreement  as of any  calendar  date which
               provides the basis for a Senior  Default  hereunder  shall not be
               considered  the  same  Senior  Default  if the same  covenant  is
               breached as of any other calendar date.

               (b) The  restrictions  imposed by Section  1.4(a)  shall cease to
          apply,  and  the  Company  may  resume  payments  in  respect  of  the
          Subordinated Indebtedness (including any payments which shall not have
          been made on account of the  provisions  of this  Section 1), upon the
          earliest  to occur  of:  (i) the  cure of the  Senior  Default  by the
          Company,  (ii) the written  waiver thereof by the holder of the Senior
          Indebtedness  with  respect to which such  Senior  Default  shall have
          occurred,  (iii)the  expiration of the applicable  Blockage Period, or
          (iv) the voluntary  termination of such Blockage  Period by the holder
          of the Senior Indebtedness.

               (c) In the event of either: (i) the failure of the Company to pay
          the  principal  of and  interest  and  premium,  if any, on any Senior
          Indebtedness upon the maturity thereof, or (ii) an acceleration of the
          maturity of the  principal of any Senior  Indebtedness  in  accordance
          with the terms thereof (which  acceleration  has not been rescinded or
          annulled),  such  Senior  Indebtedness  shall first be paid in full in
          cash or cash  equivalents  (or  provision  for such payment in cash or
          cash equivalents shall be made in a manner  satisfactory to the holder
          or  holders  of  such  Senior  Indebtedness)  before  any  payment  or
          distribution  (in  cash,  properties  or  securities,  by  set-off  or
          otherwise)  is made  on  account  of or  applied  to the  Subordinated
          Indebtedness.

     1.5  Payments and Distributions Received. If any payment or distribution of
          any kind or character,  whether in cash, property or securities, shall
          be received by any holder of any of the  Subordinated  Indebtedness in
          contravention of this Section 1, such payment or distribution shall be
          held in trust for the benefit of, and shall be paid over or  delivered
          and transferred to, the holders of the Senior  Indebtedness,  or their
          representative  or  representatives  for application to the payment of
          the Senior Indebtedness to the extent necessary to pay all such Senior
          Indebtedness in full in cash or cash equivalents,  after giving effect
          to any concurrent payment or distribution,  or provision therefor,  to
          the holders of such Senior  Indebtedness.  In the event of the failure
          of any holder of any of the  Subordinated  Indebtedness  to endorse or
          assign  any such  payment  or  distribution,  the holder of the Senior
          Indebtedness (or such holder's  representative)  is hereby irrevocably
          authorized to endorse or assign the same.  Each holder of Subordinated
          Indebtedness  shall be  entitled  to rely on the  delivery  to it of a
          written  notice  by a Person  representing  himself  to be a holder of
          Senior Indebtedness or to be the agent or representative of any holder
          of Senior  Indebtedness  to  establish  the  identity of the holder of
          Senior  Indebtedness and its right to any such payment or distribution
          for purposes of this Section.

     1.6  Subrogation.  Subject to the irrevocable payment in full of all Senior
          Indebtedness  in  cash or  cash  equivalents,  if  cash,  property  or
          securities  otherwise  payable  or  deliverable  to the  holder of the
          Subordinated  Indebtedness  shall have been  applied  pursuant to this
          Section 1 to the payment of Senior Indebtedness, then and in each such
          case, the holder of the Subordinated  Indebtedness shall be subrogated
          to the rights of each  holder of Senior  Indebtedness  to receive  any
          further  payment or  distribution  in respect of or  applicable to the
          Senior  Indebtedness;  and, for the purposes of such  subrogation,  no
          payment or  distribution  to the holder of Senior  Indebtedness of any
          cash,  property  or  securities  to which any  holder of  Subordinated
          Indebtedness  would be  entitled  except  for the  provisions  of this
          Section 1 shall,  and no payment over  pursuant to the  provisions  of
          this Section 1 to the holder of Senior  Indebtedness  by the holder of
          the  Subordinated  Indebtedness  shall as  between  the  Company,  its
          creditors  (other  than the  holder  of Senior  Indebtedness)  and the
          holder of Subordinated Indebtedness,  be deemed to be a payment by the
          Company to or on account of Senior Indebtedness.

     1.7  Certain  Notices.  In the event that: (a) any Senior  Indebtedness  or
          Subordinated Indebtedness shall be transferred and/or shall become due
          and payable before the expressed maturity thereof as the result of the
          occurrence  of a default or any Event of  Default,  or (b) any term or
          provision  of any  agreement,  document or  instrument  related to the
          Senior  Indebtedness  or Subordinated  Indebtedness  shall be amended,
          modified or supplemented,  or compliance therewith waived, the Company
          will give  immediate  written  notice in writing of such event to each
          holder of Subordinated  Indebtedness and Senior Indebtedness (together
          with copies of all related  agreements,  documents  and  instruments).
          Each notice of any transfer of any Senior Indebtedness or Subordinated
          Indebtedness  shall  include  the name and  address of the  applicable
          transferee  for  purposes  of this  Section  1. The  holder  of Senior
          Indebtedness  shall be  obligated to give a  Subordination  Notice (as
          defined in Section 1.4) to a holder of Subordinated Indebtedness other
          than the  initial  holders  thereof  only if the  holder or holders of
          Senior  Indebtedness  shall have been furnished written notice of such
          other  holder's  address for  purposes of this Section 1. No holder of
          Subordinated  Indebtedness shall be obligated to give any notice under
          this Section to any holder of Senior  Indebtedness  unless such holder
          of Subordinated  Indebtedness shall have been furnished written notice
          of the address of such holder of Senior  Indebtedness  for purposes of
          this Section 1.

               The holder of any Subordinated  Indebtedness shall furnish to the
          holder of Senior  Indebtedness  copies of any notice furnished by such
          holder to the  Company  of the  occurrence  of an Event of  Default or
          default  or  Triggering   Event  (as  defined  in  the  Note  Purchase
          Agreement) under the Senior Subordinated Note.

     1.8  Subordination  Not  Affected,  etc.  The terms of this  Section 1, the
          subordination  effected  hereby,  and the rights created hereby of the
          holder of the Senior  Indebtedness  shall not be affected  by: (a) any
          amendment or modification of or supplement to any Senior  Indebtedness
          (or any renewal,  extension,  refinancing or refunding thereof) or any
          agreement,  document or instrument relating thereto, to the extent not
          prohibited by Section  1.2(c),  (b)any exercise or non-exercise of any
          right, power or remedy under or in respect of any Senior  Indebtedness
          (or any security or collateral therefor) or pursuant to any agreement,
          document or instrument relating thereto,  or (c) any waiver,  consent,
          release,  indulgence,  delay or other action, inaction or omission, in
          respect of any Senior  Indebtedness  (or any  security  or  collateral
          therefor)  or  pursuant  to  any  agreement,  document  or  instrument
          relating  thereto,  whether  or not  any  holder  of any  Subordinated
          Indebtedness  shall  have  had  notice  or  knowledge  of  any  of the
          foregoing.

     1.9  Ob1igations  Unimpaired.  The  provisions of this Section 1 are solely
          for the  purpose  of  defining  the  relative  rights of the holder of
          Senior  Indebtedness  on the one hand and the  holder of  Subordinated
          Indebtedness on the other hand, and (a) subject to the rights, if any,
          under this Section 1 of the holder of Senior Indebtedness,  nothing in
          this  Section 1 shall (i) impair as between the Company and any holder
          of any  Subordinated  Indebtedness as to which such Company is liable,
          the obligation of the Company, which is unconditional and absolute, to
          pay to the holder  thereof all amounts due thereon in accordance  with
          the terms  thereof,  or (ii) except as otherwise  provided in Sections
          1.4 and 1.10, prevent the holder of any Subordinated Indebtedness from
          exercising  all remedies  available to such  holder,  whether  arising
          under  any  agreement,   document  or  instrument   related   thereto,
          applicable law or otherwise, and (b)no Person is entitled to any third
          party  beneficiary  rights or other  similar  rights on  account of or
          under this Section 1 other than the holder of the Senior Indebtedness.
          The  failure  to  make  any  payment  due  in  respect  of  any of the
          Subordinated  Indebtedness  or to  comply  with any of the  terms  and
          conditions of any of the agreements, documents and instruments related
          to any of the Subordinated  Indebtedness by reason of any provision of
          this Section 1 shall not be construed as preventing  the occurrence of
          any  default or event of  default  with  respect  to the  Subordinated
          Indebtedness.

     1.10 Limitation  on  Right  of  Action.  Notwithstanding  anything  to  the
          contrary contained in any of the Note Purchase  Documents,  the holder
          of  the   Subordinated   Indebtedness   agrees  that,  if  any  Senior
          Indebtedness   is  outstanding,   such  holder  of  the   Subordinated
          Indebtedness will not take any Enforcement  Action with respect to the
          Subordinated Indebtedness, unless:

               (a) the holder or holders of any Senior  Indebtedness  shall have
          taken any action to realize or foreclose upon any collateral  securing
          the Senior Indebtedness; or

               (b) a proceeding  under the Bankruptcy  Code or any similar state
          statute or law (including  any law providing for the  appointment of a
          receiver or other similar  official)  shall have been  commenced by or
          against  the  Company  by  Persons  other  than  the  holders  of  the
          Subordinated Indebtedness; or

               (c)  both  (i) an  event  of  default  under  the  Note  Purchase
          Agreement  shall have  occurred and shall have  continued  uncured and
          unwaived at the time of the initiation of any Enforcement Action, (ii)
          no Blockage Period shall be in existence at the time of the initiation
          of any  Enforcement  Action,  and (iii) not less than 30 days prior to
          taking  any  Enforcement  Action  with  respect  to  the  Subordinated
          Indebtedness, the holder of Subordinated Indebtedness shall have given
          the holder of Senior  Indebtedness  written  notice of the same (which
          notice  may be given  prior  to the  expiration  of any such  Blockage
          Period,  if  applicable),  which  notice shall  specify in  reasonable
          detail  the  default  on  the  basis  of  which  such  holder  of  the
          Subordinated  Indebtedness  shall take any Enforcement  Action and the
          specific   Enforcement   Action  that  such  holder  of   Subordinated
          Indebtedness then intends to take.

     1.11 Legends,  etc. The Company  covenants to cause each  Subordinated Note
          (or other instrument evidencing any of the Subordinated  Indebtedness)
          now  or  hereafter   issued  to  contain  a  provision  or  legend  in
          substantially the following form:

          THE  INDEBTEDNESS  EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE
          SENIOR  INDEBTEDNESS  (AS  DEFINED  IN  THE  SUBORDINATION   AGREEMENT
          HEREINAFTER  REFERRED TO) PURSUANT TO, AND TO THE EXTENT  PROVIDED IN,
          THE   SUBORDINATION   AGREEMENT   DATED  AS  OF  JULY  __,  2001  (THE
          "SUBORDINATION  AGREEMENT") BY THE MAKER HEREOF AND PAYEE NAMED HEREIN
          IN FAVOR OF FIRST INDIANA BANK.

     1.12 Information  Concerning  Financial  Condition.   Each  holder  of  the
          Subordinated  Indebtedness  hereby assumes  responsibility for keeping
          itself informed of the financial condition of the Company, and any and
          all endorsers and  guarantors  of the Senior  Indebtedness  and of all
          other circumstances  bearing upon the risk of nonpayment of the Senior
          Indebtedness and/or any other indebtedness that diligent inquiry would
          reveal. Each holder of the Subordinated Indebtedness hereby assents to
          any  extension  or  postponement  of the time of payment of the Senior
          Indebtedness or to any other indulgence with respect  thereto,  to any
          substitution,  exchange or release of collateral which may at any time
          secure the Senior  Indebtedness  and/or to the  addition or release of
          any other party or person primarily or secondarily liable therefor.

     1.13 Additional Agreements.  To the extent not otherwise prohibited by this
          Agreement,  the Senior  Lender may, at any time and from time to time,
          enter into such  agreements  with the Company as the Senior Lender may
          deem proper, extending the time of payment of or renewing or otherwise
          altering  the  terms  of all or any  of  the  Senior  Indebtedness  or
          affecting   the  security   underlying   any  or  all  of  the  Senior
          Indebtedness,  or may exchange, sell, release,  surrender or otherwise
          deal with any such security, without in any way impairing or affecting
          this Agreement thereby.

     1.14 Effectiveness: Reinstatement of Subordination. The Subordinated Lender
          waives  any and all  notice  from the Senior  Lender  (except  notices
          specifically  provided  for in  this  Agreement)  of the  creation  or
          modification  of the  Senior  Indebtedness  and  notice of or proof of
          reliance by the Senior Lender upon the  subordination  provided for in
          this  Agreement.   The  Senior   Indebtedness   and  the  Subordinated
          Indebtedness  shall each be conclusively  deemed to have been created,
          contracted  or  incurred  in  reliance  upon  the  provisions  of this
          Subordination  Agreement.  The  provisions  of  this  Agreement  shall
          continue to be effective or be reinstated,  as the case may be, if any
          of the Senior Indebtedness is outstanding or becomes outstanding or if
          at any time payment of any of the Senior  Indebtedness is rescinded or
          must  otherwise be returned by the holders of the Senior  Indebtedness
          upon the bankruptcy,  insolvency or reorganization of the Company, all
          as though such payment had not been made.

     2. NOTICES. All communications  provided for herein shall be in writing and
sent (a) by  telecopy if the sender on the same day sends a  confirming  copy of
such communication by a recognized overnight delivery service (charges prepaid),
(b)by a recognized  overnight  delivery  service  (charges  prepaid),  or (c) by
messenger.  The respective  addresses of the parties hereto for purposes of this
Agreement are set forth on the signature pages hereto.. Any party may change its
address  (or  telecopy  number)  by  notice  to each  of the  other  parties  in
accordance  with this Section 2.  Communications  under this Agreement  shall be
deemed given only when actually received.

     3. BINDING EFFECT.  This Agreement  shall be binding upon the Company,  and
its successors and assigns, each existing and future holder from time to time of
Subordinated Indebtedness, and each existing and future holder from time to time
of any Senior Indebtedness.

     4.  AMENDMENTS  AND  WAIVERS.  This  Agreement  may not be amended  nor may
compliance with the terms hereof be waived except by a written instrument signed
by the Senior Lender and the Subordinated Lender, it being expressly agreed that
no consent of the Company shall be required for any such amendment or waiver.

     5.  GOVERNING  LAW:  JURISDICTION:  WAIVER OF JURY TRIAL.  This  Agreement,
including  the  validity  hereof and the rights and  obligations  of the parties
hereunder,  and all  amendments  and  supplements  hereof  and all  waivers  and
consents  hereunder,  shall be construed in accordance  with and governed by the
domestic  substantive  laws of the State of Indiana without giving effect to any
choice  of law or  conflicts  of law  provision  or rule  that  would  cause the
application of the domestic substantive laws of any other jurisdiction.  EACH OF
THE PARTIES HERETO  IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT,
ACTION  OR OTHER  PROCEEDING  INSTITUTED  BY OR  AGAINST  IT IN  RESPECT  OF ITS
OBLIGATIONS  HEREUNDER OR THEREUNDER OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR
THEREBY.

     6.  MISCELLANEOUS.  The  headings  in this  Agreement  are for  purposes of
reference  only and shall not limit or  otherwise  affect the meaning  hereof or
thereof.  This Agreement  embodies the entire agreement and understanding  among
the  parties  hereto and  supersedes  all prior  agreements  and  understandings
relating to the subject matter  hereof.  In case any provision in this Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired  thereby.  This Agreement may be executed in any number of counterparts
and by the parties hereto, as the case may be, on separate  counterparts but all
such counterparts shall together constitute but one and the same instrument.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under
seal as of the date first above written.


                           THE HUNTINGTON CAPITAL INVESTMENT COMPANY

                           By: ______________________________________

                           ------------------------------------------
                           (Printed name and title)

                           Address:     41 5. High Street
                                        9th Floor
                                        Columbus, Ohio 43215
                                        mark.bahlman@huntington.com


                           FIRST INDIANA BANK, a federal savings bank


                           By: ______________________________________
                           Anthony P. Schlichte, Vice President

                           Address:     135 N. Pennsylvania Street, Suite 1900
                                        Indianapolis, Indiana 46204
                                        tony.schlichte@firstindiana.com



                      [THIS SPACE LEFT BLANK INTENTIONALLY]



     The   undersigned   hereby   acknowledges   and  agrees  to  the  foregoing
Subordination Agreement, and agrees that it will not pay any of the Subordinated
Indebtedness (as defined in the foregoing  Subordination  Agreement),  except as
permitted by the foregoing Subordination Agreement.

                           UNITED ACQUISITION, INC., an Indiana corporation


                            By: ________________________________

                            ----------------------------------
                            (Printed name and title)

                            Address:

                            Bank One Center/Tower - Suite 3680
                            111 Monument Circle
                            Indianapolis, Indiana 46204
                            Attention:  Timothy Durham
                            Telephone:  (317) 691-1413



<PAGE>


                                   Exhibit "L"
                             SUBORDINATION AGREEMENT


     UNITED  ACQUISITION,  INC., an Indiana  corporation (the "Company"),  FIRST
INDIANA BANK, a federal savings bank (the "Bank"), and the DANZER CORPORATION, a
New York corporation (the "Junior Creditor"), agree as follows:

     1.  Background--Definitions.  This  Agreement is made in the context of the
following agreed state of facts:

          a.   The Bank and the Company are parties to a Credit  Agreement dated
               the date of this Subordination Agreement under the terms of which
               the Bank will extend a revolving  line of credit (the  "Revolving
               Loan")  to the  Company  for  loans up to a  maximum  outstanding
               principal amount of $3,500,000.00,  a term loan (the "Term Loan")
               in the principal amount of $291,000.00, a second term loan ("Term
               Loan II") in the principal amount of  $1,116,000.00,  and a third
               term  loan  ("Term  Loan  III")  in  the   principal   amount  of
               $1,750,000.00.  The Revolving  Loan, the Term Loan, Term Loan II,
               and Term Loan III are hereafter  referred to  collectively as the
               "Loans," and the Term Loan,  Term Loan II, and Term Loan Ill, are
               hereafter sometimes referred to collectively as the "Term Loans."
               All  obligations  of the  Company  to the Bank on  account of the
               Loans,  whether such  obligations  now exist or arise  hereafter,
               including  principal,  interest and expenses of  collection,  and
               including any obligations on account of any extension, renewal or
               restructuring  of the Loans,  are  hereafter  referred  to as the
               "Senior Obligations."

          b.   The Company is indebted to the Junior  Creditor in the  principal
               amount of  $500,000.00.  The  indebtedness  of the Company to the
               Junior  Creditor is  represented  by the  promissory  note of the
               Company  dated July ____,  2001 (the  "Subordinated  Note").  Any
               promissory  note which may  hereafter  be given by the Company to
               the  Junior  Creditor  to  replace  the  Subordinated  Note or to
               represent  any  extension,   renewal  or   restructuring  of  the
               indebtedness  now  represented  by  the   Subordinated   Note  is
               hereafter  referred to as a "Substitute  Subordinated  Note." All
               obligations of the Company to the Junior Creditor now represented
               by the Subordinated Note or any Substitute  Subordinated Note are
               hereafter referred to as the "Junior Obligations."

As used in this  Agreement,  the term "Loan  Document"  means any  instrument or
document which  evidences or secures the Loans or any of them or which expresses
an  agreement  between the Company  and the Bank as to terms  applicable  to the
Loans or any of them. As used in this  Agreement,  the term  "Default"  means an
Event of Default or Unmatured Event of Default as those terms are defined in the
Credit  Agreement  and  includes,  without  limitation,  not only failure of the
Company to pay any installment of principal or interest on any of the Loans when
due, but also failure of the Company to observe certain  covenants  contained in
the Credit Agreement,  including financial covenants. As used in this Agreement,
the term  "Insolvency  Proceeding"  means any proceeding,  whether  voluntary or
involuntary,  for the  distribution,  division or  application  of assets of the
Company or the proceeds  thereof,  regardless of whether such  proceeding is for
the  liquidation,   dissolution,   winding  up  of  affairs,  reorganization  or
arrangement of the  obligations of the Company,  or for a composition  among the
creditors  of the Company  and whether in  bankruptcy  or in  connection  with a
receivership  or under an  assignment  for the benefit of the  Creditors  of the
Company or otherwise including,  without limitation, any meeting of Creditors of
the Company in connection with any such proceeding.

     2.  Subordination.  The  Junior  Obligations  are and  shall  hereafter  be
subordinate  and inferior in right of payment to all of the Senior  Obligations.
Notwithstanding any provision to the contrary contained in the Subordinated Note
or any other agreement  between the Company and the Junior Creditor with respect
to the Junior Obligations,  the Company shall not make and shall not be required
to make any  payment on account of the  principal  of or  interest on the Junior
Obligations until the Senior Obligations have been paid in full and the Bank has
no further  obligation  to make  additional  advances to the  Company  under the
Revolving Loan, including advances made pursuant to any extension of the term of
the Revolving Loan; provided,  that the Company may make the regularly scheduled
payments of interest  provided for under the terms of the  Subordinated  Note so
long as no Default has occurred and is  continuing or would occur as a result of
such payment,  and,  provided  further,  that no such payment shall be made more
than ten (10) days prior to its regularly scheduled due date.

The Company  shall not be  required  to perform or omit any other act  otherwise
required to be performed or omitted under the terms of the Subordinated  Note or
otherwise with respect to the Junior Obligations at any time such performance or
omission  would  result in the  occurrence  of a  Default.  The due date for any
payment or performance of any Junior  Obligation  shall be deemed to be extended
during any  period in which such  payment or  performance  is  prevented  by the
provisions of this  Agreement,  and no cause of action  against the Company will
accrue to the Junior Creditor or any subsequent holder of the Junior Obligations
during the continuance of any such extension.

     3. Improper Payment.  Any amount paid by the Company to the Junior Creditor
in violation of any  provision of this  Agreement  shall be received in trust by
the Junior  Creditor  for the  benefit  of the Bank and  shall,  with or without
demand, be immediately  delivered by the Junior Creditor to the Bank in the same
form  in  which  received,  with  the  addition  only of  such  endorsements  or
assignments  as may be  necessary  to  perfect  the  title  of the  Bank to such
payment.  Such  amounts  may be  applied  by the Bank to any item of the  Senior
Obligations in such order as the Bank in its discretion  shall  determine or may
be  returned to the  Company at the Bank's  discretion.  Upon the request of the
Bank,  the Company and the Junior  Creditor  will  execute  such  documents  and
perform all such other acts as may  reasonably be required to rescind  premature
performance of any Junior  Obligation and to reestablish,  to the maximum extent
practical, the status quo prior to such premature performance.

     4.  Authority  of Bank to Act for  Junior  Creditor.  The  Junior  Creditor
appoints the Bank or, at the Bank's  discretion  any officer of the Bank, as the
Junior Creditor's  attorney-in-fact,  with full power of substitution,  and with
the exclusive right and power to enforce claims arising on account of the Junior
Obligations  by proof of debt,  proof of claim or  otherwise  in any  Insolvency
Proceeding;  to  collect  any  assets  of the  Company  distributed  in any such
Proceeding by way of dividend or otherwise, and to receive any securities of the
Company or of any reorganized  entity  emerging from any Insolvency  Proceeding,
which   securities  are  issued  and   distributed  on  account  of  the  Junior
Obligations;  to vote  claims of the Junior  Creditor  arising on account of the
Junior Obligations in any Insolvency Proceeding and to accept or reject any plan
of partial or complete liquidation, reorganization,  arrangement, composition or
extension in any Insolvency Proceeding; to execute any endorsement or assignment
of the  Subordinated  Note  or any  Substitute  Subordinated  Note  required  in
connection with any Insolvency  Proceeding,  and generally to take any action in
connection  with any Insolvency  Proceeding  which the Junior  Creditor would be
authorized to take but for this  Agreement.  Any action taken by the Bank or the
Bank's officer pursuant to the power of attorney granted under the terms of this
Paragraph  shall be taken for the use and benefit of the Bank,  and may be taken
in the name of the Bank or in the name of the Junior Creditor and without notice
to the  Junior  Creditor.  Such power of  attorney  is a power  coupled  with an
interest and shall be irrevocable until all of the Senior  Obligations have been
satisfied in full and until the Bank is no longer under any obligation under the
terms  of the  Credit  Agreement  to make any  further  loan or  advance  to the
Company.

     5.  Distributions  in  Liquidation.  In the event of the liquidation of the
Company  or the  distribution  of any of its  assets  or the  securities  of any
successor   on   account   of   any   liquidation,   bankruptcy,   receivership,
reorganization,  assignment for the benefit of creditors or similar  proceeding,
the Junior  Creditor  shall not be entitled to any  payment or  distribution  on
account  of any  Junior  Obligation  until  all  Senior  Obligations  have  been
satisfied in full, and the Junior  Creditor shall receive any money,  securities
or other property  distributed in any such  proceeding to the Junior Creditor on
account  of Junior  Obligations  in trust for the  benefit of the Bank and shall
deliver any such property to the Bank in the same form as received,  adding only
such endorsements or assignments as may be necessary to perfect the title of the
Bank to  such  property,  for  application  to the  satisfaction  of the  Senior
Obligations  in such  order as the Bank in its  discretion  may  determine.  Any
excess  of such  property  remaining  after  satisfaction  of all of the  Senior
Obligations shall be returned to the Junior Creditor. The Bank may liquidate any
noncash  property  received from the Junior Creditor because of any provision 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 the Bank shall  determine in the
exercise of the Bank's sole discretion.

     6. Subordination  Absolute.  The subordination of the Junior Obligations to
the  Senior  Obligations  effected  by this  Subordination  Agreement  shall  be
absolute and the Bank may from time to time, without the consent of or notice to
the Junior  Creditor  and  without  affecting  the  subordination  of the Junior
Obligations  to the Senior  Obligations:  (i) obtain a security  interest in any
property  to secure any of the Senior  Obligations;  (ii)  obtain the primary or
secondary  liability  of any party or parties in addition  to the  Company  with
respect  to any of the  Senior  Obligations;  (iii)  extend  or renew any of the
Senior  Obligations for any period beyond their original due dates; (iv) release
or  compromise  any  liability  of any  other  party  or  parties  primarily  or
secondarily  liable with respect to any of the Senior  Obligations;  (v) release
any security  interest  that the Bank might now have or hereafter  obtain in any
property  securing any of the Senior  Obligations and permit any substitution or
exchange of any such property; (vi) extend loans and other credit accommodations
to the Company in addition to the Revolving Loan and the Term Loans and increase
the maximum amount which may be loaned to the Company under the Revolving  Loan;
provided,  that nothing  contained in this Agreement shall be construed so as to
require the Bank to apply the proceeds of collateral or guaranties held for both
the  Senior  Obligations  and other  obligations  of the  Company  which are not
entitled to the benefit of this Agreement in any particular order.

     7. Notice of  Subordination.  The Company  and the Junior  Creditor  shall,
contemporaneously  with the  execution of this  Agreement,  cause the  following
legend to be placed on the face of the Subordinated Note:

          This Promissory Note is subject to a Subordination  Agreement dated as
          of July ___, 2001, in favor of FIRST INDIANA BANK.

     A photocopy of the Note with such legend endorsed thereon shall immediately
be  delivered  to the Bank.  The same legend  shall be placed on any  Substitute
Subordinated  Note before it is delivered to the Junior Creditor and a photocopy
of any Substitute  Subordinated  Note shall be delivered to the Bank immediately
upon its execution and delivery to the Junior Creditor.

     8. Successors and Assigns. This Agreement shall be binding upon the Company
and the Junior Creditor and the Junior Creditor's  successors in interest to the
Subordinated   Note  and  any  Substitute   Subordinated  Note  and  the  Junior
Obligations  and shall inure to the benefit of the Bank and its  successors  and
assigns.

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

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

Dated as of July ___, 2001

                           UNITED ACQUISITION, INC., an Indiana corporation


                           By: ________________________________

                           -----------------------------------
                           (Printed Name and Title)

                           FIRST INDIANA BANK, a federal savings bank

                           By: ________________________________
                           Anthony P. Schlichte, Vice President

                           DANZER CORPORATION, a New York corporation

                           By: ________________________________

                           -----------------------------------
                           (Printed Name and Title)


<PAGE>


                                   Exhibit "M"
                               GUARANTY AGREEMENT


     This  undertaking  and  agreement  (this  "Guaranty")  is  made  by  DANZER
CORPORATION, a New York corporation (the "Guarantor"), in favor of FIRST INDIANA
BANK,  a  federal  savings  bank  (the  "Bank")  in  consideration  of the loans
described in this Guaranty made or to be made by the Bank to UNITED ACQUISITION,
INC., an Indiana corporation (the "Borrower"). This Guaranty is on the following
terms:

     1.  BACKGROUND  OF THIS GUARANTY -- CERTAIN  DEFINITIONS.  The Bank and the
Borrower are parties to a Credit  Agreement dated the date of this Guaranty (the
"Credit  Agreement")  under the  terms of which the Bank has  agreed to extend a
revolving line of credit in the maximum aggregate  outstanding  principal amount
of $3,500,000.00  (referred to in the Credit Agreement as the "Revolving Loan"),
a term loan in the original principal amount of $291,000.00  (referred to in the
Credit  Agreement  as the  "Term  Loan"),  a second  term  loan in the  original
principal amount of $1,116,000.00  (referred to in the Credit Agreement as "Term
Loan  II"),  and  a  third  term  loan  in  the  original  principal  amount  of
$1,750,000.00  (referred  to in the Credit  Agreement as "Term Loan III") to the
Borrower subject to the fulfillment of certain  conditions,  one of which is the
execution and delivery by the Guarantor of this Guaranty.  This Guaranty is made
by the  Guarantor  in  consideration  of the  agreement  of the Bank to make the
Revolving  Loan, the Term Loan,  Term Loan II, and Term Loan III  (collectively,
the  "Loans").  All  defined  terms  used in this  Guaranty  and  which  are not
specifically  defined  herein are used as defined in the Credit  Agreement.  The
term  "Obligations" as used in this Guaranty means all of the obligations of the
Borrower in favor of the Bank of every type and description, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including  but not limited to the  Borrower's  obligation to repay the principal
of,  interest  on and  expenses  of  collection  of the Loans as provided in the
Credit Agreement and the other Loan Documents,  including any Advances under the
Revolving  Loan  made  after  this date and after  the  initial  Revolving  Loan
Maturity Date  pursuant to any  extension or  extensions  of the Revolving  Loan
Maturity Date, and all other  obligations  incurred pursuant to the terms of the
Credit Agreement and any other Loan Document  including any obligations  arising
on account of any amendment to or extension of the Credit Agreement or any other
Loan Document.  The term "Default" means an "Event of Default" as defined in the
Credit Agreement.

     2. THE GUARANTY.  The Guarantor  guarantees  the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default.  The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees,  paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     3.  FINANCIAL  INFORMATION.  As long  as this  Guaranty  is in  effect  the
Guarantor shall furnish to the Bank the following:

          a.   Certificates  Regarding  Solvency.  At such times as the Bank may
               reasonably  require,  a "Certificate  Regarding  Solvency" in the
               form attached "Annex."

          b.   Other  Information.   Such  other  information  relating  to  the
               financial  condition of the Guarantor as the Bank may  reasonably
               require.

     4. GUARANTY  ABSOLUTE.  This  Guaranty  shall be absolute,  continuing  and
unconditional,  irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence  or omission on the part of the Bank to realize  upon and protect any
collateral for any of the Obligations.  This Guaranty shall remain in full force
and effect  until all of the  Obligations  have been  satisfied  in full and the
Commitment  of the Bank to make Advances  under the Revolving  Loan has expired.
The Bank may from time to time,  without  notice to the  Guarantor  and  without
affecting the Guarantor's liability under this Guaranty:

          a.   obtain a security  interest in any  property to secure any of the
               Obligations;

          b.   obtain the primary or secondary liability of any party or parties
               in addition to the Borrower and the Guarantor with respect to any
               of the Obligations;

          c.   extend  or renew any of the  Obligations  for any  period  beyond
               their original due dates;

          d.   release or compromise the liability of any other party or parties
               which are now or may hereafter  become  primarily or  secondarily
               liable with respect to any of the Obligations;

          e.   release  any  security  interest  which  the  Bank now has or may
               hereafter obtain in any property  securing any of the Obligations
               and permit any substitution or exchange of any such property;

          f.   proceed  against the  Guarantor  for payment of the  Obligations,
               whether  or not the Bank  shall  have  resorted  to any  property
               securing any of the  Obligations or shall have proceeded  against
               the Borrower or any other party  primarily or secondarily  liable
               with respect to any of the Obligations;

          g.   amend the terms of the Credit  Agreement from time to time in any
               particulars, or

          h.   extend loans and other credit  accommodations  to the Borrower in
               addition to the Revolving  Loan, the Term Loan, Term Loan II, and
               Term Loan III,  and  increase  the  maximum  amount  which may be
               loaned to the Borrower under the Revolving Loan.

     5.  ASSIGNMENT  AND  PARTICIPATIONS.  The Bank may,  without  notice to the
Borrower or the  Guarantor,  sell or otherwise  assign all or any portion of the
Obligations  and  any  participations   therein,  and  upon  any  such  sale  or
assignment,  the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's  interest  directly against the Guarantor as fully as
if the transferee were specifically  named in the Guaranty as the holder of such
interest,  but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6.  SUBROGATION  WAIVER.  In order to induce  the Bank to make the Loans in
reliance,  in part,  upon  this  Guaranty,  notwithstanding  the  fact  that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the  Bankruptcy  Code,  the  Guarantor  waives for itself,  its legal
representatives   and  assigns  any  right  of   indemnity,   reimbursement   or
contribution from the Borrower or any other person obligated with respect to any
of the  Obligations  (any such other person being  referred to hereafter in this
paragraph  as a  "Co-Obligor")  or from the property of the Borrower or from the
property  of any  Co-Obligor,  and the  Guarantor  further  waives  any right of
subrogation  to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor  which would  otherwise  arise by
virtue of any  payment  made by the  Guarantor  to the Bank on  account  of this
Guaranty,  whether any such right of indemnity,  reimbursement,  contribution or
subrogation  would  otherwise  arise by virtue of contract,  whether  express or
implied,  with any  person or as a matter of law or  equity,  and the  Guarantor
undertakes  on behalf of itself,  its legal  representatives  and  assigns  that
neither the Guarantor nor the Guarantor's legal  representatives or assigns will
attempt  to  exercise  or accept the  benefits  of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or   distribution   of  money  or  other  property  on  account  of  such  right
notwithstanding  the provisions of this paragraph,  such money or other property
shall be held in trust by the  recipient for the Bank and shall  immediately  be
delivered to the Bank for  application  to the  Obligations  in the same form as
received,  with the addition only of such  endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.

     7. OTHER  WAIVERS.  The Guarantor  waives:  (i) notice of the acceptance of
this  Guaranty,  (ii) notice of the  existence and creation of all or any of the
Obligations,  (iii)  notice of  nonpayment  of any of the  Obligations  and (iv)
diligence by the Bank in collection of the  Obligations and the protection of or
realization upon any collateral for the Obligations.

     8.  REINSTATEMENT.  If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the  satisfaction  of any
of the Obligations,  is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other  party by  virtue of a claim  that such  payment  constituted  a  voidable
preference  under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of  preference,  then this  Guaranty  shall be  reinstated  as to such amount as
though  such  payment  to the Bank had never been made and  notwithstanding  any
intervening  return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.

     9.  SUBORDINATION.  All  obligations  of the Borrower to the Guarantor (the
"Junior  Obligations")are  and shall  hereafter be  subordinate  and inferior in
right of payment to all of the Obligations. Notwithstanding any provision to the
contrary  contained  in  promissory  note or any  other  agreement  between  the
Borrower and the Guarantor with respect to the Junior Obligations,  the Borrower
shall not make and shall not be  required  to make any payment on account of the
principal of or interest on the Junior  Obligations  until the Obligations  have
been  paid in full and the Bank has no  further  obligation  to make  additional
advances to the Borrower  under the  Revolving  Loan,  including  advances  made
pursuant to any extension of the term of the Revolving Loan. In the event of the
liquidation  of the  Borrower' or the  distribution  of any of its assets or the
securities  of  any  successor  on  account  of  any  liquidation,   bankruptcy,
receivership, reorganization, assignment for the benefit of creditors or similar
proceeding,  the Guarantor  shall not be entitled to any payment or distribution
on account of any Junior Obligation until all Obligations have been satisfied in
full.

     10. MISCELLANEOUS.  This Guaranty shall be binding upon the Guarantor, upon
the Guarantor's legal representatives,  successors and assigns. If any provision
of this Guaranty is determined to be illegal or  unenforceable,  such  provision
shall be deemed to be  severable  from the  balance  of the  provisions  of this
Guaranty and the remaining  provisions  shall be enforceable in accordance  with
their terms.

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

     12.  CORPORATE  AUTHORITY.  In order to  induce  the  Bank to  accept  this
Guaranty and to make the Loans to the  Borrower,  the Guarantor  represents  and
warrants  to the  Bank  that:  (i) the  Guarantor  is a  corporation  organized,
existing  and in good  standing  under the laws of the  State of New York;  (ii)
execution  and delivery of this  Guaranty are within the  Guarantor's  corporate
powers,  have been duly authorized by all necessary  corporate action and do not
contravene  or  conflict  with  any  provision  of  law or of  the  Articles  of
Incorporation  or By-laws of the Guarantor or of any agreement  binding upon the
Guarantor or its  properties,  and (iii) this  Guaranty is the legal,  valid and
binding  obligation  of the  Guarantor,  enforceable  against the  Guarantor  in
accordance with its terms.

     13. ARBITRATION.  BANK AND THE GUARANTOR AGREE THAT UPON THE WRITTEN DEMAND
OF EITHER  PARTY,  WHETHER  MADE  BEFORE OR AFTER THE  INSTITUTION  OF ANY LEGAL
PROCEEDINGS,  BUT PRIOR TO THE RENDERING OF ANY JUDGMENT IN THAT PROCEEDING, ALL
DISPUTES,  CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL,  JOINT, OR
CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN DOCUMENT OR OTHERWISE,
INCLUDING WITHOUT  LIMITATION  CONTRACT AND TORT DISPUTES,  SHALL BE RESOLVED BY
BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION   ("AAA").   ANY  ARBITRATION   PROCEEDING  HELD  PURSUANT  TO  THIS
ARBITRATION  PROVISION  SHALL BE CONDUCTED  IN THE CITY NEAREST THE  GUARANTOR'S
ADDRESS HAVING AN AAA REGIONAL OFFICE,  OR AT ANY OTHER PLACE SELECTED BY MUTUAL
AGREEMENT  OF THE  PARTIES.  NO ACT TO TAKE OR DISPOSE OF ANY  COLLATERAL  SHALL
CONSTITUTE  A WAIVER OF THIS  ARBITRATION  AGREEMENT  OR BE  PROHIBITED  BY THIS
ARBITRATION AGREEMENT.

     THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK,  USE, AND EMPLOY  ANCILLARY OR  PRELIMINARY  RIGHTS  AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION  OF ANY REAL OR PERSONAL  PROPERTY,  AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF  REMEDIES.  SUCH  REMEDIES  INCLUDE,  WITHOUT  LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY  RESTRAINING ORDER,  INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE;  OBTAINING A WRIT OF  ATTACHMENT OR
IMPOSITION  OF A  RECEIVERSHIP;  OR EXERCISING  ANY RIGHTS  RELATING TO PERSONAL
PROPERTY,  INCLUDING  EXERCISING THE RIGHT OF SETOFF,  OR TAKING OR DISPOSING OF
SUCH  PROPERTY  WITH  OR  WITHOUT  JUDICIAL  PROCESS  PURSUANT  TO  THE  UNIFORM
COMMERCIAL  CODE.  ANY  DISPUTES,   CLAIMS,  OR  CONTROVERSIES   CONCERNING  THE
LAWFULNESS  OR  REASONABLENESS  OF ANY ACT,  OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY  AGREEMENT  RELATING  TO THE  COLLATERAL,  SHALL ALSO BE  ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR  RESTRAIN  ANY ACT OF ANY  PARTY.  JUDGMENT  UPON ANY AWARD  RENDERED  BY ANY
ARBITRATOR  MAY BE  ENTERED IN ANY COURT  HAVING  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,   ESTOPPEL,  WAIVER,  LACHES  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE BE APPLICABLE  IN AN ACTION  BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION  PROCEEDING
SHALL BE DEEMED THE  COMMENCEMENT  OF ANY ACTION FOR THESE PURPOSE.  THE FEDERAL
ARBITRATION  ACT  (TITLE  9 OF  THE  UNITED  STATES  CODE)  SHALL  APPLY  TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

     Dated as of July ___ 2001.

                                   DANZER CORPORATION, a New York
                                   corporation

                                   By: _______________________________

                                   -----------------------------------
                                   (Printed name and title)
STATE OF __________ )
                    ) SS:
COUNTY OF _______   )

     Before  me the  undersigned,  a Notary  Public in and for said  County  and
State,  personally  appeared__________________,  the  _______________  of DANZER
CORPORATION,  a New  York,  who as  such  authorized  officer  acknowledged  the
execution of the foregoing Guaranty Agreement on behalf of said corporation this
______ day of July, 2001.


                                   Signature: _________________________________

                                   Printed: ___________________________________
                                                Notary Public
My Commission Expires: _______________

My County of Residence: _______________




<PAGE>


                                      ANNEX

                         CERTIFICATE REGARDING SOLVENCY


     DANZER CORPORATION,  a New York corporation (the "Guarantor"),  by its duly
authorized officer, makes the following representations to FIRST INDIANA BANK, a
federal savings bank (the "Bank") and acknowledges  that the Bank is entitled to
rely and will rely upon these  representations,  in providing  certain financial
accommodations to UNITED ACQUISITION, INC., an Indiana corporation,  pursuant to
a  certain  Credit  Agreement  dated  as  of  July  _____,  2001,  (the  "Credit
Agreement").

          1.   The  assets of the  Guarantor  at a "fair  valuation"  within the
               meaning of the Bankruptcy Code of 1978, as amended,  (the "Code")
               are worth approximately $___________ as of this date.

          2.   The liabilities of the Guarantor,  including  without  limitation
               contingent    liabilities   to   the   extent   appropriate   for
               consideration   in   determining   whether   the   Guarantor   is
               "insolvent",  within the meaning of the Code,  but  excluding the
               Guarantor's  contingent  liability  under the Guaranty  Agreement
               (the "Guaranty")  required to be given by the Guarantor under the
               terms   of   the   Credit    Agreement,    total    approximately
               $______________  as of _________ 200_, the end of the last fiscal
               quarter of the Guarantor.

          3.   The  Guarantor is not  insolvent  within the meaning of the Code,
               after  taking into  account its  contingent  liability  under the
               Guaranty.

          4.   After  taking into  account its  contingent  liability  under the
               Guaranty,  the Guarantor has sufficient capital for the operation
               of its  business  as  presently  conducted  and at the  level  of
               operations  contemplated for the foreseeable  future. The minimum
               amount of capital required to support the Guarantor's  operations
               at  the   level   planned   for   the   foreseeable   future   is
               $________________.

          5.   The Guarantor is currently paying its debts as they become due in
               the ordinary  course of its  business.  After taking into account
               its  contingent  liability  under  the  Guaranty,  the  Guarantor
               believes  that it will be able to  continue  to pay its  debts as
               they become due in the ordinary course of its business.

Dated ___________________, 2001.

                                   DANZER CORPORATION, a New York
                                   corporation

                                   By: _______________________________

                                   -----------------------------------
                                   (Printed name and title)


<PAGE>


                                   Exhibit "N"
                               GUARANTY AGREEMENT


     This  undertaking  and  agreement  (this  "Guaranty")  is made by  OBSIDIAN
CAPITAL PARTNERS,  L.P., a Delaware limited  partnership (the  "Guarantor"),  in
favor  of  FIRST  INDIANA   BANK,  a  federal   savings  bank  (the  "Bank")  in
consideration  of the loans described in this Guaranty made or to be made by the
Bank to UNITED ACQUISITION,  INC., an Indiana corporation (the "Borrower"). This
Guaranty is on the following terms:

     1.  BACKGROUND  OF THIS GUARANTY -- CERTAIN  DEFINITIONS.  The Bank and the
Borrower are parties to a Credit  Agreement dated the date of this Guaranty (the
"Credit  Agreement")  under the  terms of which the Bank has  agreed to extend a
revolving line of credit in the maximum aggregate  outstanding  principal amount
of $3,500,000.00  (referred to in the Credit Agreement as the "Revolving Loan"),
a term loan in the original principal amount of $291,000.00  (referred to in the
Credit  Agreement  as the  "Term  Loan"),  a second  term  loan in the  original
principal amount of $1,116,000.00  (referred to in the Credit Agreement as "Term
Loan  II"),  and  a  third  term  loan  in  the  original  principal  amount  of
$1,750,000.00  (referred  to in the Credit  Agreement as "Term Loan III") to the
Borrower subject to the fulfillment of certain  conditions,  one of which is the
execution and delivery by the Guarantor of this Guaranty.  This Guaranty is made
by the  Guarantor  in  consideration  of the  agreement  of the Bank to make the
Revolving  Loan, the Term Loan,  Term Loan II, and Term Loan III  (collectively,
the  "Loans").  All  defined  terms  used in this  Guaranty  and  which  are not
specifically  defined  herein are used as defined in the Credit  Agreement.  The
term  "Obligations" as used in this Guaranty means all of the obligations of the
Borrower in favor of the Bank of every type and description, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including  but not limited to the  Borrower's  obligation to repay the principal
of,  interest  on and  expenses  of  collection  of the Loans as provided in the
Credit Agreement and the other Loan Documents,  including any Advances under the
Revolving  Loan  made  after  this date and after  the  initial  Revolving  Loan
Maturity Date  pursuant to any  extension or  extensions  of the Revolving  Loan
Maturity Date, and all other  obligations  incurred pursuant to the terms of the
Credit Agreement and any other Loan Document  including any obligations  arising
on account of any amendment to or extension of the Credit Agreement or any other
Loan Document.  The term "Default" means an "Event of Default" as defined in the
Credit Agreement.

     2. THE GUARANTY.  The Guarantor  guarantees  the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default.  The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees,  paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     Notwithstanding  any other  provision of this Guaranty,  the maximum amount
which the  Guarantor  may be  required  to pay under the terms of this  Guaranty
shall not exceed $1,000,000.00,  together with interest at a variable rate equal
at all times to the Prime Rate plus four  percent  (4%) per annum on any portion
of any amount  payable  under the terms of this Guaranty  which  remains  unpaid
after the date of the Bank's demand for payment, plus expenses of enforcement of
this Guaranty,  including  reasonable  attorney fees. As used in this paragraph,
the term "Prime  Rate"  means a variable  per annum  interest  rate equal at all
times to the rate of  interest  established  and quoted by the Bank as its Prime
Rate, such rate to change contemporaneously with each change in such established
and quoted rate,  provided that it is  understood  that the Prime Rate shall not
necessarily be  representative  of the rate of interest  actually charged by the
Bank on any loan or class of loans.

     Upon payment in full of all outstanding  principal and accrued  interest of
Term Loan III,  provided that no Event of Default or Unmatured  Event of Default
has occurred and is then continuing,  all obligations and liabilities  hereunder
shall terminate and this Guaranty shall be released in full,  subject,  however,
to reinstatement as provided in Section 8 herein.

     3.  FINANCIAL  INFORMATION.  As long  as this  Guaranty  is in  effect  the
Guarantor shall furnish to the Bank the following:

          a.   Certificates  Regarding  Solvency.  At such times as the Bank may
               reasonably  require,  a "Certificate  Regarding  Solvency" in the
               form attached "Annex."

          b.   Other  Information.   Such  other  information  relating  to  the
               financial  condition of the Guarantor as the Bank may  reasonably
               require.

     4. GUARANTY  ABSOLUTE.  This  Guaranty  shall be absolute,  continuing  and
unconditional,  irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence  or omission on the part of the Bank to realize  upon and protect any
collateral for any of the Obligations.  This Guaranty shall remain in full force
and effect  until all of the  Obligations  have been  satisfied  in full and the
Commitment  of the Bank to make Advances  under the Revolving  Loan has expired.
The Bank may from time to time,  without  notice to the  Guarantor  and  without
affecting the Guarantor's liability under this Guaranty:

          a.   obtain a security  interest in any  property to secure any of the
               Obligations;

          b.   obtain the primary or secondary liability of any party or parties
               in addition to the Borrower and the Guarantor with respect to any
               of the Obligations;

          c.   extend  or renew any of the  Obligations  for any  period  beyond
               their original due dates;

          d.   release or compromise the liability of any other party or parties
               which are now or may hereafter  become  primarily or  secondarily
               liable with respect to any of the Obligations;

          e.   release  any  security  interest  which  the  Bank now has or may
               hereafter obtain in any property  securing any of the Obligations
               and permit any substitution or exchange of any such property;

          f.   proceed  against the  Guarantor  for payment of the  Obligations,
               whether  or not the Bank  shall  have  resorted  to any  property
               securing any of the  Obligations or shall have proceeded  against
               the Borrower or any other party  primarily or secondarily  liable
               with respect to any of the Obligations;

          g.   amend the terms of the Credit  Agreement from time to time in any
               particulars, or

          h.   extend loans and other credit  accommodations  to the Borrower in
               addition to the Revolving  Loan, the Term Loan, Term Loan LI, and
               Term Loan III,  and  increase  the  maximum  amount  which may be
               loaned to the Borrower under the Revolving Loan.

     5.  ASSIGNMENT  AND  PARTICIPATIONS.  The Bank may,  without  notice to the
Borrower or the  Guarantor,  sell or otherwise  assign all or any portion of the
Obligations  and  any  participations   therein,  and  upon  any  such  sale  or
assignment,  the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's  interest  directly against the Guarantor as fully as
if the transferee were specifically  named in the Guaranty as the holder of such
interest,  but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6.  SUBROGATION  WAIVER.  In order to induce  the Bank to make the Loans in
reliance,  in part,  upon  this  Guaranty,  notwithstanding  the  fact  that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the  Bankruptcy  Code,  the  Guarantor  waives for itself,  its legal
representatives   and  assigns  any  right  of   indemnity,   reimbursement   or
contribution from the Borrower or any other person obligated with respect to any
of the  Obligations  (any such other person being  referred to hereafter in this
paragraph  as a  "Co-Obligor")  or from the property of the Borrower or from the
property  of any  Co-Obligor,  and the  Guarantor  further  waives  any right of
subrogation  to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor  which would  otherwise  arise by
virtue of any  payment  made by the  Guarantor  to the Bank on  account  of this
Guaranty,  whether any such right of indemnity,  reimbursement,  contribution or
subrogation  would  otherwise  arise by virtue of contract,  whether  express or
implied,  with any  person or as a matter of law or  equity,  and the  Guarantor
undertakes  on behalf of itself,  its legal  representatives  and  assigns  that
neither the Guarantor nor the Guarantor's legal  representatives or assigns will
attempt  to  exercise  or accept the  benefits  of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or   distribution   of  money  or  other  property  on  account  of  such  right
notwithstanding  the provisions of this paragraph,  such money or other property
shall be held in trust by the  recipient for the Bank and shall  immediately  be
delivered to the Bank for  application  to the  Obligations  in the same form as
received,  with the addition only of such  endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.

     7. OTHER  WAIVERS.  The Guarantor  waives:  (i) notice of the acceptance of
this  Guaranty,  (ii) notice of the  existence and creation of all or any of the
Obligations,  (iii)  notice of  nonpayment  of any of the  Obligations  and (iv)
diligence by the Bank in collection of the  Obligations and the protection of or
realization upon any collateral for the Obligations.

     8.  REINSTATEMENT.  If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the  satisfaction  of any
of the Obligations,  is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other  party by  virtue of a claim  that such  payment  constituted  a  voidable
preference  under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of  preference,  then this  Guaranty  shall be  reinstated  as to such amount as
though  such  payment  to the Bank had never been made and  notwithstanding  any
intervening  return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.

     9.  SUBORDINATION.  All  obligations  of the Borrower to the Guarantor (the
"Junior  Obligations")are  and shall  hereafter be  subordinate  and inferior in
right of payment to all of the Obligations. Notwithstanding any provision to the
contrary  contained  in  promissory  note or any  other  agreement  between  the
Borrower and the Guarantor with respect to the Junior Obligations,  the Borrower
shall not make and shall not be  required  to make any payment on account of the
principal of or interest on the Junior  Obligations  until the Obligations  have
been  paid in full and the Bank has no  further  obligation  to make  additional
advances to the Borrower  under the  Revolving  Loan,  including  advances  made
pursuant to any extension of the term of the Revolving Loan. In the event of the
liquidation  of the  Borrower  or the  distribution  of any of its assets or the
securities  of  any  successor  on  account  of  any  liquidation,   bankruptcy,
receivership, reorganization, assignment for the benefit of creditors or similar
proceeding,  the Guarantor  shall not be entitled to any payment or distribution
on account of any Junior Obligation until all Obligations have been satisfied in
full.

     10. MISCELLANEOUS.  This Guaranty shall be binding upon the Guarantor, upon
the Guarantor's legal representatives,  successors and assigns. If any provision
of this Guaranty is determined to be illegal or  unenforceable,  such  provision
shall be deemed to be  severable  from the  balance  of the  provisions  of this
Guaranty and the remaining  provisions  shall be enforceable in accordance  with
their terms.

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

     12.  AUTHORITY.  In order to induce the Bank to accept this Guaranty and to
make the Loans to the  Borrower,  the Guarantor  represents  and warrants to the
Bank that: (i) the Guarantor is a limited partnership organized, existing and in
good  standing  under  the laws of the State of  Delaware;  (ii)  execution  and
delivery of this  Guaranty  are within the  Guarantor's  powers,  have been duly
authorized by all necessary partnership action and do not contravene or conflict
with any provision of law or of the  Certificate  of Limited  Partnership or the
Limited Partnership  Agreement of the Guarantor or of any agreement binding upon
the Guarantor or its properties, and (iii) this Guaranty is the legal, valid and
binding  obligation  of the  Guarantor,  enforceable  against the  Guarantor  in
accordance with its terms.

     13. ARBITRATION.  BANK AND THE GUARANTOR AGREE THAT UPON THE WRITTEN DEMAND
OF EITHER  PARTY,  WHETHER  MADE  BEFORE OR AFTER THE  INSTITUTION  OF ANY LEGAL
PROCEEDINGS,  BUT PRIOR TO THE RENDERING OF ANY JUDGMENT IN THAT PROCEEDING, ALL
DISPUTES,  CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL,  JOINT, OR
CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN DOCUMENT OR OTHERWISE,
INCLUDING WITHOUT  LIMITATION  CONTRACT AND TORT DISPUTES,  SHALL BE RESOLVED BY
BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION   ("AAA").   ANY  ARBITRATION   PROCEEDING  HELD  PURSUANT  TO  THIS
ARBITRATION  PROVISION  SHALL BE CONDUCTED  IN THE CITY NEAREST THE  GUARANTOR'S
ADDRESS HAVING AN AAA REGIONAL OFFICE,  OR AT ANY OTHER PLACE SELECTED BY MUTUAL
AGREEMENT  OF THE  PARTIES.  NO ACT TO TAKE OR DISPOSE OF ANY  COLLATERAL  SHALL
CONSTITUTE  A WAIVER OF THIS  ARBITRATION  AGREEMENT  OR BE  PROHIBITED  BY THIS
ARBITRATION AGREEMENT.

     THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK,  USE, AND EMPLOY  ANCILLARY OR  PRELIMINARY  RIGHTS  AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION  OF ANY REAL OR PERSONAL  PROPERTY,  AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF  REMEDIES.  SUCH  REMEDIES  INCLUDE,  WITHOUT  LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY  RESTRAINING ORDER,  INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE;  OBTAINING A WRIT OF  ATTACHMENT OR
IMPOSITION  OF A  RECEIVERSHIP;  OR EXERCISING  ANY RIGHTS  RELATING TO PERSONAL
PROPERTY,  INCLUDING  EXERCISING THE RIGHT OF SETOFF,  OR TAKING OR DISPOSING OF
SUCH  PROPERTY  WITH  OR  WITHOUT  JUDICIAL  PROCESS  PURSUANT  TO  THE  UNIFORM
COMMERCIAL  CODE.  ANY  DISPUTES,   CLAIMS,  OR  CONTROVERSIES   CONCERNING  THE
LAWFULNESS  OR  REASONABLENESS  OF ANY ACT,  OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY  AGREEMENT  RELATING  TO THE  COLLATERAL,  SHALL ALSO BE  ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR  RESTRAIN  ANY ACT OF ANY  PARTY.  JUDGMENT  UPON ANY AWARD  RENDERED  BY ANY
ARBITRATOR  MAY BE  ENTERED IN ANY COURT  HAVING  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,   ESTOPPEL,  WAIVER,  LACHES  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE BE APPLICABLE  IN AN ACTION  BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION  PROCEEDING
SHALL BE DEEMED THE  COMMENCEMENT  OF ANY ACTION FOR THESE PURPOSE.  THE FEDERAL
ARBITRATION  ACT  (TITLE  9 OF  THE  UNITED  STATES  CODE)  SHALL  APPLY  TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

     Dated as of July ___ 2001.

                                 OBSIDIAN CAPITAL PARTNERS, L.P.,
                                 a Delaware limited partnership

                                 By: _______________________________, its
                                 general partner

                                 By: __________________________________

                                 --------------------------------------
                                 (Printed name and title)
STATE OF _________  )
                    ) SS:
COUNTY OF ________  )

     Before  me the  undersigned,  a Notary  Public in and for said  County  and
State,     personally     appeared     ,    the     _____________________     of
___________________________   the  General   Partnership  of  OBSIDIAN   CAPITAL
PARTNERS,  L.P., a Delaware limited partnership,  who as such authorized officer
acknowledged the execution of the foregoing Guaranty Agreement on behalf of said
limited partnership this ______ day of July, 2001.

                                 Signature: ________________________________

                                 Printed: ___________________________________
                                                Notary Public
My Commission Expires: ____________________

My County of Residence: ____________________




<PAGE>


                                      ANNEX

                         CERTIFICATE REGARDING SOLVENCY

     OBSIDIAN  CAPITAL  PARTNERS,  L.P.,  a Delaware  limited  partnership  (the
"Guarantor"),   by  its   duly   authorized   officer,   makes   the   following
representations  to FIRST INDIANA BANK, a federal  savings bank (the "Bank") and
acknowledges  that  the  Bank is  entitled  to rely and  will  rely  upon  these
representations,   in  providing  certain  financial  accommodations  to  UNITED
ACQUISITION,  INC.,  an  Indiana  corporation,  pursuant  to  a  certain  Credit
Agreement dated as of July~, 2001, (the "Credit Agreement").

     1.   The assets of the Guarantor at a "fair  valuation"  within the meaning
          of the  Bankruptcy  Code of 1978,  as amended,  (the "Code") are worth
          approximately $______________ as of this date.

     2.   The  liabilities  of  the  Guarantor,   including  without  limitation
          contingent  liabilities to the extent appropriate for consideration in
          determining  whether the Guarantor is "insolvent",  within the meaning
          of the Code, but excluding the Guarantor's  contingent liability under
          the Guaranty  Agreement (the  "Guaranty")  required to be given by the
          Guarantor under the terms of the Credit Agreement, total approximately
          $______________  as of  _________  200_,  the end of the  last  fiscal
          quarter of the Guarantor.

     3.   The Guarantor is not insolvent  within the meaning of the Code,  after
          taking into account its contingent liability under the Guaranty.

     4.   After taking into account its contingent liability under the Guaranty,
          the Guarantor has sufficient capital for the operation of its business
          as presently conducted and at the level of operations contemplated for
          the  foreseeable  future.  The minimum  amount of capital  required to
          support  the  Guarantor's  operations  at the  level  planned  for the
          foreseeable future is $________________

     5.   The Guarantor is currently  paying its debts as they become due in the
          ordinary  course  of its  business.  After  taking  into  account  its
          contingent  liability under the Guaranty,  the Guarantor believes that
          it will be able to continue to pay its debts as they become due in the
          ordinary course of its business.

Dated ______________, 2001.

                                OBSIDIAN CAPITAL PARTNERS, L.P.,
                                a Delaware limited partnership

                                By: ______________________________, its
                                general partner

                                By: ________________________________

                                -----------------------------------
                                (Printed name and title)



<PAGE>


                                   Exhibit "O"
                               GUARANTY AGREEMENT


     This  undertaking  and  agreement  (this  "Guaranty")  is made by  TERRY G.
WHITESELL,  a resident of the State of Indiana  (the  "Guarantor"),  in favor of
FIRST INDIANA BANK, a federal savings bank (the "Bank") in  consideration of the
loans  described  in this  Guaranty  made or to be  made by the  Bank to  UNITED
ACQUISITION,  INC., an Indiana corporation (the "Borrower"). This Guaranty is on
the following terms:

     1.  BACKGROUND OF THIS  GUARANTY--  CERTAIN  DEFINITIONS.  The Bank and the
Borrower are parties to a Credit  Agreement dated the date of this Guaranty (the
"Credit  Agreement")  under the  terms of which the Bank has  agreed to extend a
revolving line of credit in the maximum aggregate  outstanding  principal amount
of $3,500,000.00  (referred to in the Credit Agreement as the "Revolving Loan"),
a term loan in the original principal amount of $291,000.00  (referred to in the
Credit  Agreement  as the  "Term  Loan"),  a second  term  loan in the  original
principal amount of $1,116,000.00  (referred to in the Credit Agreement as "Term
Loan  II"),  and  a  third  term  loan  in  the  original  principal  amount  of
$1,750,000.00  (referred  to in the Credit  Agreement as "Term Loan III") to the
Borrower subject to the fulfillment of certain  conditions,  one of which is the
execution and delivery by the Guarantor of this Guaranty.  This Guaranty is made
by the  Guarantor  in  consideration  of the  agreement  of the Bank to make the
Revolving  Loan, the Term Loan,  Term Loan II, and Term Loan III  (collectively,
the  "Loans").  All  defined  terms  used in this  Guaranty  and  which  are not
specifically  defined  herein are used as defined in the Credit  Agreement.  The
term  "Obligations" as used in this Guaranty means all of the obligations of the
Borrower in favor of the Bank of every type and description, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including  but not limited to the  Borrower's  obligation to repay the principal
of,  interest  on and  expenses  of  collection  of the Loans as provided in the
Credit Agreement and the other Loan Documents,  including any Advances under the
Revolving  Loan  made  after  this date and after  the  initial  Revolving  Loan
Maturity Date  pursuant to any  extension or  extensions  of the Revolving  Loan
Maturity Date, and all other  obligations  incurred pursuant to the terms of the
Credit Agreement and any other Loan Document  including any obligations  arising
on account of any amendment to or extension of the Credit Agreement or any other
Loan Document.  The term "Default" means an "Event of Default" as defined in the
Credit Agreement.

     2. THE GUARANTY.  The Guarantor  guarantees  the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default.  The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees,  paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     Notwithstanding  any other  provision of this Guaranty,  the maximum amount
which the  Guarantor  may be  required  to pay under the terms of this  Guaranty
shall not exceed $500,000.00~ together with interest at a variable rate equal at
all times to the Prime Rate plus four  percent  (4%) per annum on any portion of
any amount  payable under the terms of this Guaranty  which remains unpaid after
the date of the Bank's demand for payment,  plus expenses of enforcement of this
Guaranty, including reasonable attorney fees.

     As used in this paragraph, the term "Prime Rate" means a variable per annum
interest rate equal at all times to the rate of interest  established and quoted
by the Bank as its Prime Rate, such rate to change  contemporaneously  with each
change in such established and quoted rate,  provided that it is understood that
the Prime Rate shall not necessarily be  representative  of the rate of interest
actually charged by the Bank on any loan or class of loans.

     Upon payment in full of all outstanding  principal and accrued  interest of
Term Loan III,  provided that no Event of Default or Unmatured  Event of Default
has occurred and is then continuing,  all obligations and liabilities  hereunder
shall terminate and this Guaranty shall be released in full,  subject,  however,
to reinstatement as provided in Section 8 herein.

     3.  FINANCIAL  INFORMATION.  As long  as this  Guaranty  is in  effect  the
Guarantor  shall  furnish  to  the  Bank  the  Guarantor's   personal  financial
statement,  in such form as the Bank shall reasonably  require, as of the end of
each calendar  year and on or before April 15 of the  following  calendar year a
complete  copy of the  Guarantor's  federal  and state  income tax  returns or a
complete copy of a properly and timely filed extension for time in which to file
such taxes,  and  promptly  upon the filing of such federal and state income tax
returns  pursuant to the time allowed by such  extension a complete copy of such
income tax returns.

     4. GUARANTY  ABSOLUTE.  This  Guaranty  shall be absolute,  continuing  and
unconditional,  irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence  or omission on the part of the Bank to realize  upon and protect any
collateral for any of the Obligations.  This Guaranty shall remain in full force
and effect  until all of the  Obligations  have been  satisfied  in full and the
Commitment  of the Bank to make Advances  under the Revolving  Loan has expired.
The Bank may from time to time,  without  notice to the  Guarantor  and  without
affecting the Guarantor's liability under this Guaranty:

     a.   obtain a  security  interest  in any  property  to  secure  any of the
          Obligations;

     b.   obtain the primary or  secondary  liability of any party or parties in
          addition to the Borrower and the Guarantor  with respect to any of the
          Obligations;

     c.   extend or renew any of the  Obligations  for any period  beyond  their
          original due dates;

     d.   release or  compromise  the  liability  of any other  party or parties
          which are now or may hereafter become primarily or secondarily  liable
          with respect to any of the Obligations;

     e.   release any security  interest which the Bank now has or may hereafter
          obtain in any property  securing any of the Obligations and permit any
          substitution or exchange of any such property;

     f.   proceed against the Guarantor for payment of the Obligations,  whether
          or not the Bank shall have  resorted to any  property  securing any of
          the  Obligations or shall have  proceeded  against the Borrower or any
          other party primarily or secondarily liable with respect to any of the
          Obligations;

     g.   amend  the  terms of the  Credit  Agreement  from  time to time in any
          particulars, or

     h.   extend  loans and  other  credit  accommodations  to the  Borrower  in
          addition to the Revolving  Loan, the Term Loan, Term Loan II, and Term
          Loan III, and  increase the maximum  amount which may be loaned to the
          Borrower under the Revolving Loan.

     5.  ASSIGNMENT  AND  PARTICIPATIONS.  The Bank may,  without  notice to the
Borrower or the  Guarantor,  sell or otherwise  assign all or any portion of the
Obligations  and  any  participations   therein,  and  upon  any  such  sale  or
assignment,  the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's  interest  directly against the Guarantor as fully as
if the transferee were specifically  named in the Guaranty as the holder of such
interest,  but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6.  SUBROGATION  WAIVER.  In order to induce  the Bank to make the Loans in
reliance,  in part,  upon  this  Guaranty,  notwithstanding  the  fact  that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the  Bankruptcy  Code,  the  Guarantor  waives for itself,  its legal
representatives   and  assigns  any  right  of   indemnity,   reimbursement   or
contribution from the Borrower or any other person obligated with respect to any
of the  Obligations  (any such other person being  referred to hereafter in this
paragraph  as a  "Co-Obligor")  or from the property of the Borrower or from the
property  of any  Co-Obligor,  and the  Guarantor  further  waives  any right of
subrogation  to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor  which would  otherwise  arise by
virtue of any  payment  made by the  Guarantor  to the Bank on  account  of this
Guaranty,  whether any such right of indemnity,  reimbursement,  contribution or
subrogation  would  otherwise  arise by virtue of contract,  whether  express or
implied,  with any  person or as a matter of law or  equity,  and the  Guarantor
undertakes  on behalf of itself,  its legal  representatives  and  assigns  that
neither the Guarantor nor the Guarantor's legal  representatives or assigns will
attempt  to  exercise  or accept the  benefits  of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or   distribution   of  money  or  other  property  on  account  of  such  right
notwithstanding  the provisions of this paragraph,  such money or other property
shall be held in trust by the  recipient for the Bank and shall  immediately  be
delivered to the Bank for  application  to the  Obligations  in the same form as
received,  with the addition only of such  endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.

     7. OTHER  WAIVERS.  The Guarantor  waives:  (i) notice of the acceptance of
this  Guaranty,  (ii) notice of the  existence and creation of all or any of the
Obligations,  (iii)  notice of  nonpayment  of any of the  Obligations  and (iv)
diligence by the Bank in collection of the  Obligations and the protection of or
realization upon any collateral for the Obligations.

     8.  REINSTATEMENT.  If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the  satisfaction  of any
of the Obligations,  is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other  party by  virtue of a claim  that such  payment  constituted  a  voidable
preference  under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of  preference,  then this  Guaranty  shall be  reinstated  as to such amount as
though  such  payment  to the Bank had never been made and  notwithstanding  any
intervening  return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.

     9. MISCELLANEOUS.  This Guaranty shall be binding upon the Guarantor,  upon
the Guarantor's legal representatives,  successors and assigns. If any provision
of this Guaranty is determined to be illegal or  unenforceable,  such  provision
shall be deemed to be  severable  from the  balance  of the  provisions  of this
Guaranty and the remaining  provisions  shall be enforceable in accordance  with
their terms.

     10.  AUTHORITY.  In order to induce the Bank to accept this Guaranty and to
make the Loans to the  Borrower,  the Guarantor  represents  and warrants to the
Bank that: (i) the Guarantor is a limited partnership organized, existing and in
good  standing  under  the laws of the State of  Delaware;  (ii)  execution  and
delivery of this  Guaranty  are within the  Guarantor's  powers,  have been duly
authorized by all necessary partnership action and do not contravene or conflict
with any provision of law or of the  Certificate  of Limited  Partnership or the
Limited Partnership  Agreement of the Guarantor or of any agreement binding upon
the Guarantor or its properties, and (iii) this Guaranty is the legal, valid and
binding  obligation  of the  Guarantor,  enforceable  against the  Guarantor  in
accordance with its terms.

     11. ARBITRATION.  BANK AND THE GUARANTOR AGREE THAT UPON THE WRITTEN DEMAND
OF EITHER  PARTY,  WHETHER  MADE  BEFORE OR AFTER THE  INSTITUTION  OF ANY LEGAL
PROCEEDINGS,  BUT PRIOR TO THE RENDERING OF ANY JUDGMENT IN THAT PROCEEDING, ALL
DISPUTES,  CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL,  JOINT, OR
CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN DOCUMENT OR OTHERWISE,
INCLUDING WITHOUT  LIMITATION  CONTRACT AND TORT DISPUTES,  SHALL BE RESOLVED BY
BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION   ("AAA").   ANY  ARBITRATION   PROCEEDING  HELD  PURSUANT  TO  THIS
ARBITRATION  PROVISION  SHALL BE CONDUCTED  IN THE CITY NEAREST THE  GUARANTOR'S
ADDRESS HAVING AN AAA REGIONAL OFFICE,  OR AT ANY OTHER PLACE SELECTED BY MUTUAL
AGREEMENT  OF THE  PARTIES.  NO ACT TO TAKE OR DISPOSE OF ANY  COLLATERAL  SHALL
CONSTITUTE  A WAIVER OF THIS  ARBITRATION  AGREEMENT  OR BE  PROHIBITED  BY THIS
ARBITRATION AGREEMENT.

     THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK,  USE, AND EMPLOY  ANCILLARY OR  PRELIMINARY  RIGHTS  AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION  OF ANY REAL OR PERSONAL  PROPERTY,  AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF  REMEDIES.  SUCH  REMEDIES  INCLUDE,  WITHOUT  LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY  RESTRAINING ORDER,  INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE;  OBTAINING A WRIT OF  ATTACHMENT OR
IMPOSITION  OF A  RECEIVERSHIP;  OR EXERCISING  ANY RIGHTS  RELATING TO PERSONAL
PROPERTY,  INCLUDING  EXERCISING THE RIGHT OF SETOFF,  OR TAKING OR DISPOSING OF
SUCH  PROPERTY  WITH  OR  WITHOUT  JUDICIAL  PROCESS  PURSUANT  TO  THE  UNIFORM
COMMERCIAL  CODE.  ANY  DISPUTES,   CLAIMS,  OR  CONTROVERSIES   CONCERNING  THE
LAWFULNESS  OR  REASONABLENESS  OF ANY ACT,  OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY  AGREEMENT  RELATING  TO THE  COLLATERAL,  SHALL ALSO BE  ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR  RESTRAIN  ANY ACT OF ANY  PARTY.  JUDGMENT  UPON ANY AWARD  RENDERED  BY ANY
ARBITRATOR  MAY BE  ENTERED IN ANY COURT  HAVING  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,   ESTOPPEL,  WAIVER,  LACHES  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE BE APPLICABLE  IN AN ACTION  BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION  PROCEEDING
SHALL BE DEEMED THE  COMMENCEMENT  OF ANY ACTION FOR THESE PURPOSE.  THE FEDERAL
ARBITRATION  ACT  (TITLE  9 OF  THE  UNITED  STATES  CODE)  SHALL  APPLY  TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

     Dated as of July ____ 2001.

                                        ----------------------------
                                        Terry G. Whitesell
STATE OF _________  )
                    )SS:
COUNTY OF _______   )

     Before  me the  undersigned,  a Notary  Public in and for said  County  and
State,  personally  appeared  TERRY G.  WHITESELL,  a  resident  of the State of
Indiana, who acknowledged the execution of the foregoing Guaranty Agreement this
______ day of July, 2001.

                                           Signature: _____________________

                                           Printed: _______________________
                                                    Notary Public
My Commission Expires: _______________

My County of Residence: _______________



<PAGE>


                                   Exhibit "P"
                               GUARANTY AGREEMENT


     This undertaking and agreement (this "Guaranty") is made by TIMOTHY DURHAM,
a resident of the State of Indiana (the "Guarantor"),  in favor of FIRST INDIANA
BANK,  a  federal  savings  bank  (the  "Bank")  in  consideration  of the loans
described in this Guaranty made or to be made by the Bank to UNITED ACQUISITION,
INC., an Indiana corporation (the "Borrower"). This Guaranty is on the following
terms:

     1.  BACKGROUND  OF THIS GUARANTY -- CERTAIN  DEFINITIONS.  The Bank and the
Borrower are parties to a Credit  Agreement dated the date of this Guaranty (the
"Credit  Agreement")  under the  terms of which the Bank has  agreed to extend a
revolving line of credit in the maximum aggregate  outstanding  principal amount
of $3,500,000.00  (referred to in the Credit Agreement as the "Revolving Loan"),
a term loan in the original principal amount of $291,000.00  (referred to in the
Credit  Agreement  as the  "Term  Loan"),  a second  term  loan in the  original
principal amount of $1,116,000.00  (referred to in the Credit Agreement as "Term
Loan  II"),  and  a  third  term  loan  in  the  original  principal  amount  of
$1,750,000.00  (referred  to in the Credit  Agreement as "Term Loan III") to the
Borrower subject to the fulfillment of certain  conditions,  one of which is the
execution and delivery by the Guarantor of this Guaranty.  This Guaranty is made
by the  Guarantor  in  consideration  of the  agreement  of the Bank to make the
Revolving  Loan, the Term Loan,  Term Loan II, and Term Loan III  (collectively,
the  "Loans").  All  defined  terms  used in this  Guaranty  and  which  are not
specifically  defined  herein are used as defined in the Credit  Agreement.  The
term  "Obligations" as used in this Guaranty means all of the obligations of the
Borrower in favor of the Bank of every type and description, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including  but not limited to the  Borrower's  obligation to repay the principal
of,  interest  on and  expenses  of  collection  of the Loans as provided in the
Credit Agreement and the other Loan Documents,  including any Advances under the
Revolving  Loan  made  after  this date and after  the  initial  Revolving  Loan
Maturity Date  pursuant to any  extension or  extensions  of the Revolving  Loan
Maturity Date, and all other  obligations  incurred pursuant to the terms of the
Credit Agreement and any other Loan Document  including any obligations  arising
on account of any amendment to or extension of the Credit Agreement or any other
Loan Document.  The term "Default" means an "Event of Default" as defined in the
Credit Agreement.

     2. THE GUARANTY.  The Guarantor  guarantees  the full and prompt payment of
all of the Obligations when due, whether at scheduled maturity or at maturity by
virtue of acceleration on account of a Default.  The Guarantor further agrees to
pay to the Bank an amount equal to all expenses, including reasonable attorneys'
fees,  paid or incurred by the Bank after Default in endeavoring to enforce this
Guaranty.

     Notwithstanding  any other  provision of this Guaranty,  the maximum amount
which the  Guarantor  may be  required  to pay under the terms of this  Guaranty
shall not exceed $500,000.00, together with interest at a variable rate equal at
all times to the Prime Rate plus two  percent  (2%) per annum on any  portion of
any amount  payable under the terms of this Guaranty  which remains unpaid after
the date of the Bank's demand for payment,  plus expenses of enforcement of this
Guaranty, including reasonable attorney fees.

     As used in this paragraph, the term "Prime Rate" means a variable per annum
interest rate equal at all times to the rate of interest  established and quoted
by the Bank as its Prime Rate, such rate to change  contemporaneously  with each
change in such established and quoted rate,  provided that it is understood that
the Prime Rate shall not necessarily be  representative  of the rate of interest
actually charged by the Bank on any loan or class of loans.

     Upon payment in full of all outstanding  principal and accrued  interest of
Term Loan III,  provided that no Event of Default or Unmatured  Event of Default
has occurred and is then continuing,  all obligations and liabilities  hereunder
shall terminate and this Guaranty shall be released in full,  subject,  however,
to reinstatement as provided in Section 8 herein.

     3.  FINANCIAL  INFORMATION.  As long  as this  Guaranty  is in  effect  the
Guarantor  shall  furnish  to  the  Bank  the  Guarantor's   personal  financial
statement,  in such form as the Bank shall reasonably  require, as of the end of
each calendar  year and on or before April 15 of the  following  calendar year a
complete  copy of the  Guarantor's  federal  and state  income tax  returns or a
complete copy of a properly and timely filed extension for time in which to file
such taxes,  and  promptly  upon the filing of such federal and state income tax
returns  pursuant to the time allowed by such  extension a complete copy of such
income tax returns.

     4. GUARANTY  ABSOLUTE.  This  Guaranty  shall be absolute,  continuing  and
unconditional,  irrespective of the irregularity, invalidity or unenforceability
of any other Loan Document and shall not be affected or impaired by any failure,
negligence  or omission on the part of the Bank to realize  upon and protect any
collateral for any of the Obligations.  This Guaranty shall remain in full force
and effect  until all of the  Obligations  have been  satisfied  in full and the
Commitment  of the Bank to make Advances  under the Revolving  Loan has expired.
The Bank may from time to time,  without  notice to the  Guarantor  and  without
affecting the Guarantor's liability under this Guaranty:

     a.   obtain a  security  interest  in any  property  to  secure  any of the
          Obligations;

     b.   obtain the primary or  secondary  liability of any party or parties in
          addition to the Borrower and the Guarantor  with respect to any of the
          Obligations;

     c.   extend or renew any of the  Obligations  for any period  beyond  their
          original due dates;

     d.   release or  compromise  the  liability  of any other  party or parties
          which are now or may hereafter become primarily or secondarily  liable
          with respect to any of the Obligations;

     e.   release any security  interest which the Bank now has or may hereafter
          obtain in any property  securing any of the Obligations and permit any
          substitution or exchange of any such property;

     f.   proceed against the Guarantor for payment of the Obligations,  whether
          or not the Bank shall have  resorted to any  property  securing any of
          the  Obligations or shall have  proceeded  against the Borrower or any
          other party primarily or secondarily liable with respect to any of the
          Obligations;

     g.   amend  the  terms of the  Credit  Agreement  from  time to time in any
          particulars, or

     h.   extend  loans and  other  credit  accommodations  to the  Borrower  in
          addition to the Revolving  Loan, the Term Loan, Term Loan II, and Term
          Loan III, and  increase the maximum  amount which may be loaned to the
          Borrower under the Revolving Loan.

     5.  ASSIGNMENT  AND  PARTICIPATIONS.  The Bank may,  without  notice to the
Borrower or the  Guarantor,  sell or otherwise  assign all or any portion of the
Obligations  and  any  participations   therein,  and  upon  any  such  sale  or
assignment,  the transferee shall have the right to enforce this Guaranty to the
extent of the transferee's  interest  directly against the Guarantor as fully as
if the transferee were specifically  named in the Guaranty as the holder of such
interest,  but the Bank shall have the unimpaired right to enforce this Guaranty
for the benefit of the Bank and for the benefit of any participant in respect of
whose participation the Bank has retained such right.

     6.  SUBROGATION  WAIVER.  In order to induce  the Bank to make the Loans in
reliance,  in part,  upon  this  Guaranty,  notwithstanding  the  fact  that the
Guarantor is an "insider" with respect to the Borrower, as the term "insider" is
defined in the  Bankruptcy  Code,  the  Guarantor  waives for itself,  its legal
representatives   and  assigns  any  right  of   indemnity,   reimbursement   or
contribution from the Borrower or any other person obligated with respect to any
of the  Obligations  (any such other person being  referred to hereafter in this
paragraph  as a  "Co-Obligor")  or from the property of the Borrower or from the
property  of any  Co-Obligor,  and the  Guarantor  further  waives  any right of
subrogation  to the rights of the Bank against the Borrower or any Co-Obligor or
the property of the Borrower or any Co-Obligor  which would  otherwise  arise by
virtue of any  payment  made by the  Guarantor  to the Bank on  account  of this
Guaranty,  whether any such right of indemnity,  reimbursement,  contribution or
subrogation  would  otherwise  arise by virtue of contract,  whether  express or
implied,  with any  person or as a matter of law or  equity,  and the  Guarantor
undertakes  on behalf of itself,  its legal  representatives  and  assigns  that
neither the Guarantor nor the Guarantor's legal  representatives or assigns will
attempt  to  exercise  or accept the  benefits  of any such right and should the
Guarantor or the Guarantor's legal representative or assigns receive any payment
or   distribution   of  money  or  other  property  on  account  of  such  right
notwithstanding  the provisions of this paragraph,  such money or other property
shall be held in trust by the  recipient for the Bank and shall  immediately  be
delivered to the Bank for  application  to the  Obligations  in the same form as
received,  with the addition only of such  endorsements or assignments as may be
necessary to perfect the title of the Bank thereto.

     7. OTHER  WAIVERS.  The Guarantor  waives:  (i) notice of the acceptance of
this  Guaranty,  (ii) notice of the  existence and creation of all or any of the
Obligations,  (iii)  notice of  nonpayment  of any of the  Obligations  and (iv)
diligence by the Bank in collection of the  Obligations and the protection of or
realization upon any collateral for the Obligations.

     8.  REINSTATEMENT.  If any amount which is paid to the Bank by the Borrower
or any other party and which is applied by the Bank to the  satisfaction  of any
of the Obligations,  is returned by the Bank to the Borrower or such other party
or a trustee in Bankruptcy or other legal representative of the Borrower or such
other  party by  virtue of a claim  that such  payment  constituted  a  voidable
preference  under the Bankruptcy Code or under any state insolvency law, whether
such amount is returned under court order or pursuant to settlement of the claim
of  preference,  then this  Guaranty  shall be  reinstated  as to such amount as
though  such  payment  to the Bank had never been made and  notwithstanding  any
intervening  return or cancellation of any note or other instrument or agreement
evidencing the reinstated Obligations.

     9. MISCELLANEOUS.  This Guaranty shall be binding upon the Guarantor,  upon
the Guarantor's legal representatives,  successors and assigns. If any provision
of this Guaranty is determined to be illegal or  unenforceable,  such  provision
shall be deemed to be  severable  from the  balance  of the  provisions  of this
Guaranty and the remaining  provisions  shall be enforceable in accordance  with
their terms.

     10.  AUTHORITY.  In order to induce the Bank to accept this Guaranty and to
make the Loans to the  Borrower,  the Guarantor  represents  and warrants to the
Bank that: (i) the Guarantor is a limited partnership organized, existing and in
good  standing  under  the laws of the State of  Delaware;  (ii)  execution  and
delivery of this  Guaranty  are within the  Guarantor's  powers,  have been duly
authorized by all necessary partnership action and do not contravene or conflict
with any provision of law or of the  Certificate  of Limited  Partnership or the
Limited Partnership  Agreement of the Guarantor or of any agreement binding upon
the Guarantor or its properties, and (iii) this Guaranty is the legal, valid and
binding  obligation  of the  Guarantor,  enforceable  against the  Guarantor  in
accordance with its terms.

     11. ARBITRATION.  BANK AND THE GUARANTOR AGREE THAT UPON THE WRITTEN DEMAND
OF EITHER  PARTY,  WHETHER  MADE  BEFORE OR AFTER THE  INSTITUTION  OF ANY LEGAL
PROCEEDINGS,  BUT PRIOR TO THE RENDERING OF ANY JUDGMENT IN THAT PROCEEDING, ALL
DISPUTES,  CLAIMS AND CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL,  JOINT, OR
CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN DOCUMENT OR OTHERWISE,
INCLUDING WITHOUT  LIMITATION  CONTRACT AND TORT DISPUTES,  SHALL BE RESOLVED BY
BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION
ASSOCIATION   ("AAA").   ANY  ARBITRATION   PROCEEDING  HELD  PURSUANT  TO  THIS
ARBITRATION  PROVISION  SHALL BE CONDUCTED  IN THE CITY NEAREST THE  GUARANTOR'S
ADDRESS HAVING AN AAA REGIONAL OFFICE,  OR AT ANY OTHER PLACE SELECTED BY MUTUAL
AGREEMENT  OF THE  PARTIES.  NO ACT TO TAKE OR DISPOSE OF ANY  COLLATERAL  SHALL
CONSTITUTE  A WAIVER OF THIS  ARBITRATION  AGREEMENT  OR BE  PROHIBITED  BY THIS
ARBITRATION AGREEMENT.

     THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK,  USE, AND EMPLOY  ANCILLARY OR  PRELIMINARY  RIGHTS  AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETALNER FOR
POSSESSION  OF ANY REAL OR PERSONAL  PROPERTY,  AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF  REMEDIES.  SUCH  REMEDIES  INCLUDE,  WITHOUT  LIMITATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY  RESTRAINING ORDER,  INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE;  OBTAINING A WRIT OF  ATTACHMENT OR
IMPOSITION  OF A  RECEIVERSHIP;  OR EXERCISING  ANY RIGHTS  RELATING TO PERSONAL
PROPERTY,  INCLUDING  EXERCISING THE RIGHT OF SETOFF,  OR TAXING OR DISPOSING OF
SUCH  PROPERTY  WITH  OR  WITHOUT  JUDICIAL  PROCESS  PURSUANT  TO  THE  UNIFORM
COMMERCIAL  CODE.  ANY  DISPUTES,   CLAIMS,  OR  CONTROVERSIES   CONCERNING  THE
LAWFULNESS  OR  REASONABLENESS  OF ANY ACT,  OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY  AGREEMENT  RELATING  TO THE  COLLATERAL,  SHALL ALSO BE  ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR  RESTRAIN  ANY ACT OF ANY  PARTY.  JUDGMENT  UPON ANY AWARD  RENDERED  BY ANY
ARBITRATOR  MAY BE  ENTERED IN ANY COURT  HAVING  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,   ESTOPPEL,  WAIVER,  LACHES  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE BE APPLICABLE  IN AN ACTION  BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION  PROCEEDING
SHALL BE DEEMED THE  COMMENCEMENT  OF ANY ACTION FOR THESE PURPOSE.  THE FEDERAL
ARBITRATION  ACT  (TITLE  9 OF  THE  UNITED  STATES  CODE)  SHALL  APPLY  TO THE
CONSTRUCTION, INTERPRETATION; AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

     Dated as of July ___ 2001.

                                 -----------------------------------
                                 Timothy Durham
STATE OF ________  )
                   ) SS:
COUNTY OF _______  )

     Before  me the  undersigned,  a Notary  Public in and for said  County  and
State,  personally  appeared TIMOTHY DURHAM, a resident of the State of Indiana,
who acknowledged the execution of the foregoing  Guaranty  Agreement this ______
day of July, 2001.

                                  Signature: ___________________________

                                  Printed: _____________________________
                                                Notary Public
My Commission Expires: ______________

My County of Residence: ______________



<PAGE>


                                   Exhibit "Q"
                             SUBORDINATION AGREEMENT
                                (Management Fees)


     UNITED  ACQUISITION,  INC., an Indiana  corporation (the "Company"),  FIRST
INDIANA BANK, a federal savings bank (the "Bank"), and the DANZER CORPORATION, a
New York corporation (the "Junior Creditor"), agree as follows:

     1. Background -- Definitions.  This Agreement is made in the context of the
following agreed state of facts:

     a.   The Bank and the Company are parties to a Credit  Agreement  dated the
          date of this Subordination Agreement under the terms of which the Bank
          will extend a revolving line of credit (the  "Revolving  Loan") to the
          Company  for loans up to a  maximum  outstanding  principal  amount of
          $3,500,000.00,  a term loan (the "Term Loan") in the principal  amount
          of  $291,000.00,  a second term loan ("Term Loan II") in the principal
          amount of  $1,116,000.00,  and a third term loan  ("Term Loan III") in
          the principal  amount of  $1,750,000.00.  The Revolving Loan, the Term
          Loan,  Term  Loan II,  and Term  Loan III are  hereafter  referred  to
          collectively as the "Loans," and the Term Loan, Term Loan II, and Term
          Loan III, are  hereafter  sometimes  referred to  collectively  as the
          "Term Loans." All obligations of the Company to the Bank on account of
          the Loans,  whether  such  obligations  now exist or arise  hereafter,
          including  principal,   interest  and  expenses  of  collection,   and
          including  any  obligations  on account of any  extension,  renewal or
          restructuring of the Loans,  are hereafter  referred to as the "Senior
          Obligations."

     b.   The Company is obligated to pay to the Junior Creditor management fees
          pursuant to the terms of a Management  Agreement  entered into between
          the Junior  Creditor and the Company dated as of July ,2001, as may be
          amended (the "Management  Agreement").  All obligations of the Company
          to the Junior Creditor now represented by the Management Agreement are
          hereafter referred to as the "Junior Obligations.

     As used in this Agreement, the term "Loan Document" means any instrument or
document which  evidences or secures the Loans or any of them or which expresses
an  agreement  between the Company  and the Bank as to terms  applicable  to the
Loans or any of them. As used in this  Agreement,  the term  "Default"  means an
Event of Default or Unmatured Event of Default as those terms are defined in the
Credit  Agreement  and  includes,  without  limitation,  not only failure of the
Company to pay any installment of principal or interest on any of the Loans when
due, but also failure of the Company to observe certain  covenants  contained in
the Credit Agreement,  including financial covenants. As used in this Agreement,
the term  "Insolvency  Proceeding"  means any proceeding,  whether  voluntary or
involuntary,  for the  distribution,  division or  application  of assets of the
Company or the proceeds  thereof,  regardless of whether such  proceeding is for
the  liquidation,   dissolution,   winding  up  of  affairs,  reorganization  or
arrangement of the  obligations of the Company,  or for a composition  among the
creditors  of the Company  and whether in  bankruptcy  or in  connection  with a
receivership  or under an  assignment  for the benefit of the  Creditors  of the
Company or otherwise including,  without limitation, any meeting of Creditors of
the Company in connection with any such proceeding.

     2.  Subordination.  The  Junior  Obligations  are and  shall  hereafter  be
subordinate  and inferior in right of payment to all of the Senior  Obligations.
Notwithstanding  any  provision  to the  contrary  contained  in the  Management
Agreement  or any other  agreement  between the Company and the Junior  Creditor
with  respect to the  payment  of  management  fees,  the  Company  may make the
regularly  scheduled  management  fee payments  provided  under the terms of the
Management  Agreement  only so long as no Default has occurred and is continuing
or would occur as a result of such payment,  and, provided further, that no such
payment shall be made more than ten (10) days prior to its  regularly  scheduled
due date.

The Company shall not be required to perform or omit any other act otherwise
required to be performed or omitted under the terms of the Management Agreement
or otherwise with respect to the Junior Obligations at any time such performance
or omission would result in the occurrence of a Default. The due date for any
payment or performance of any Junior Obligation shall be deemed to be extended
during any period in which such payment or performance is prevented by the
provisions of this Agreement, and no cause of action against the Company will
accrue to the Junior Creditor or any subsequent holder of the Junior Obligations
during the continuance of any such extension or as a result of the nonpayment of
the management fees otherwise required under the Management Agreement but
prohibited to be paid pursuant to the provisions hereof.

     3. Improper Payment.  Any amount paid by the Company to the Junior Creditor
in violation of any  provision of this  Agreement  shall be received in trust by
the Junior  Creditor  for the  benefit  of the Bank and  shall,  with or without
demand, be immediately  delivered by the Junior Creditor to the Bank in the same
form  in  which  received,  with  the  addition  only of  such  endorsements  or
assignments  as may be  necessary  to  perfect  the  title  of the  Bank to such
payment.  Such  amounts  may be  applied  by the Bank to any item of the  Senior
Obligations in such order as the Bank in its discretion  shall  determine or may
be  returned to the  Company at the Bank's  discretion.  Upon the request of the
Bank,  the Company and the Junior  Creditor  will  execute  such  documents  and
perform all such other acts as may  reasonably be required to rescind  premature
performance of any Junior  Obligation and to reestablish,  to the maximum extent
practical, the status ~ prior to such premature performance.

     4.  Authority  of Bank to Act for  Junior  Creditor.  The  Junior  Creditor
appoints the Bank or, at the Bank's  discretion  any officer of the Bank, as the
Junior Creditor's  attorney-in-fact,  with full power of substitution,  and with
the exclusive right and power to enforce claims arising on account of the Junior
Obligations  by proof of debt,  proof of claim or  otherwise  in any  Insolvency
Proceeding;  to  collect  any  assets  of the  Company  distributed  in any such
Proceeding by way of dividend or otherwise, and to receive any securities of the
Company or of any reorganized  entity  emerging from any Insolvency  Proceeding,
which   securities  are  issued  and   distributed  on  account  of  the  Junior
Obligations;  to vote  claims of the Junior  Creditor  arising on account of the
Junior Obligations in any Insolvency Proceeding and to accept or reject any plan
of partial or complete liquidation, reorganization,  arrangement, composition or
extension in any Insolvency Proceeding; to execute any endorsement or assignment
of  the  Management   Agreement  required  in  connection  with  any  Insolvency
Proceeding,  and generally to take any action in connection  with any Insolvency
Proceeding  which the Junior  Creditor  would be authorized to take but for this
Agreement.  Any action taken by the Bank or the Bank's  officer  pursuant to the
power of attorney  granted under the terms of this Paragraph  shall be taken for
the use and benefit of the Bank,  and may be taken in the name of the Bank or in
the name of the Junior Creditor and without notice to the Junior Creditor.  Such
power of attorney is a power  coupled with an interest and shall be  irrevocable
until all of the Senior  Obligations  have been  satisfied in full and until the
Bank is no longer under any obligation  under the terms of the Credit  Agreement
to make any further loan or advance to the Company.

     5.  Distributions  in  Liquidation.  In the event of the liquidation of the
Company  or the  distribution  of any of its  assets  or the  securities  of any
successor   on   account   of   any   liquidation,   bankruptcy,   receivership,
reorganization,  assignment for the benefit of creditors or similar  proceeding,
the Junior  Creditor  shall not be entitled to any  payment or  distribution  on
account  of any  Junior  Obligation  until  all  Senior  Obligations  have  been
satisfied in full, and the Junior  Creditor shall receive any money,  securities
or other property  distributed in any such  proceeding to the Junior Creditor on
account  of Junior  Obligations  in trust for the  benefit of the Bank and shall
deliver any such property to the Bank in the same form as received,  adding only
such endorsements or assignments as may be necessary to perfect the title of the
Bank to  such  property,  for  application  to the  satisfaction  of the  Senior
Obligations  in such  order as the Bank in its  discretion  may  determine.  Any
excess  of such  property  remaining  after  satisfaction  of all of the  Senior
Obligations shall be returned to the Junior Creditor. The Bank may liquidate any
noncash  property  received from the Junior Creditor because of any provision 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 the Bank shall  determine in the
exercise of the Bank's sole discretion.

     6. Subordination  Absolute.  The subordination of the Junior Obligations to
the  Senior  Obligations  effected  by this  Subordination  Agreement  shall  be
absolute and the Bank may from time to time, without the consent of or notice to
the Junior  Creditor  and  without  affecting  the  subordination  of the Junior
Obligations  to the Senior  Obligations:  (i) obtain a security  interest in any
property  to secure any of the Senior  Obligations;  (ii)  obtain the primary or
secondary  liability  of any party or parties in addition  to the  Company  with
respect  to any of the  Senior  Obligations;  (iii)  extend  or renew any of the
Senior  Obligations for any period beyond their original due dates; (iv) release
or  compromise  any  liability  of any  other  party  or  parties  primarily  or
secondarily  liable with respect to any of the Senior  Obligations;  (v) release
any security  interest  that the Bank might now have or hereafter  obtain in any
property  securing any of the Senior  Obligations and permit any substitution or
exchange of any such property; (vi) extend loans and other credit accommodations
to the Company in addition to the Revolving Loan and the Term Loans and increase
the maximum amount which may be loaned to the Company under the Revolving  Loan;
provided,  that nothing  contained in this Agreement shall be construed so as to
require the Bank to apply the proceeds of collateral or guaranties held for both
the  Senior  Obligations  and other  obligations  of the  Company  which are not
entitled to the benefit of this Agreement in any particular order.

     7. Notice of  Subordination.  The Company  and the Junior  Creditor  shall,
contemporaneously  with the  execution of this  Agreement,  cause the  following
legend or provision to be included in the Management Agreement:

          This  Management  Agreement  is subject to a  Subordination  Agreement
          dated as of July __, 2001, in favor of FIRST INDIANA BANK.

     A photocopy of the Management  Agreement with such legend endorsed  thereon
shall immediately be delivered to the Bank.

     8. Successors and Assigns. This Agreement shall be binding upon the Company
and the Junior Creditor and the Junior Creditor's  successors in interest to the
Management  Agreement and the Junior  Obligations and shall inure to the benefit
of the Bank and its successors and assigns.

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

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

     Dated as of July ___ 2001.

                                   UNITED ACQUISITION, INC., an Indiana
                                   Corporation

                                   By: _______________________________

                                   -----------------------------------
                                   (Printed Name and Title)

                                   FIRST INDIANA BANK, a federal savings bank

                                   By: ________________________________
                                   Anthony P. Schlichte, Vice President

                                   DANZER CORPORATION, a New York corporation

                                   By: ________________________________

                                   -----------------------------------
                                   (Printed Name and Title)




<PAGE>


                                   Exhibit "R"

                                                    St. Joseph County, Michigan

                               LEASEHOLD MORTGAGE

              THIS LEASEHOLD MORTGAGE CONSTITUTES A FUTURE ADVANCE
                      LEASEHOLD MORTGAGE UNDER MICHIGAN LAW

FOR PURPOSES OF THE SECURITY AGREEMENT CONTAINED IN THIS INSTRUMENT THE "SECURED
PARTY" AND THE "DEBTOR" AND THEIR RESPECTIVE ADDRESSES ARE AS FOLLOWS:

SECURED PARTY:             FIRST INDIANA BANK
                           135 NORTH PENNSYLVANIA
                           SUITE 1900
                           INDIANAPOLIS, INDIANA 46204
                           ATTENTION: ANTHONY P. SCHLICHTE, VICE PRESIDENT

DEBTOR:                    UNITED ACQUISITION, INC.
                           19985 COUNTY ROAD 8
                           BRISTOL, INDIANA 46507
                           ATTENTION: GARY STANLEY, PRESIDENT

     THIS  INSTRUMENT  WHEN  RECORDED  SHALL  CONSTITUTE A "FIXTURE  FILING" FOR
PURPOSES OF THE UNIFORM  COMMERCIAL CODE. THE ADDRESS OF THE SECURED PARTY SHOWN
ABOVE IS THE  ADDRESS  AT  WHICH  INFORMATION  CONCERNING  THE  SECURED  PARTY'S
SECURITY INTEREST MAY BE OBTAINED.

     UNITED  ACQUISITION,   INC.,  an  Indiana  corporation  (the  "Mortgagor"),
MORTGAGES AND WARRANTS to FIRST  INDIANA  BANK, a federal  savings bank with its
principal office in Indianapolis, Indiana, (the "Bank") and the Mortgagor GRANTS
A SECURITY INTEREST to the Bank in the following property, to-wit:

     all of the leasehold estate of the Mortgagor in that Real Estate (the "Real
     Estate")  located  in  St.  Joseph  County,  Michigan,   described  in  the
     "Schedule," which is attached to this Leasehold Mortgage (this "Mortgage"),
     and incorporated herein by reference, which leasehold estate is held by the
     Mortgagor, under the terms of a Real Estate Lease entered into among Joseph
     A.  Hamlin,  as Trustee of the Joseph A. Hamlin Trust dated  September  11,
     1992,  Christopher  C.  Hamlin,  and  Dennis F.  Jones  (collectively,  the
     "Landlord")  as Lessor,  and the  Mortgagor as Lessee dated July  ________,
     2001,  which lease  agreement  or a  memorandum  thereof is recorded in the
     office   of   the   Recorder   of   St.   Joseph   County,    Michigan   on
     ____________________, 2001, as __________________________.

     all of the  Mortgagor's  present and future  right,  title,  and  interest,
     whether as owner or lessee,  in and to any items of  furniture,  machinery,
     equipment or other  tangible  personal  property which are now or hereafter
     become  attached  to the Real  Estate or any  improvement  thereon so as to
     constitute a fixture (the "Personal Property").

TOGETHER  WITH  all  present  and  future  improvements,   rights,   privileges,
interests, easements, hereditaments, and appurtenances thereunto belonging or in
any manner pertaining  thereto,  including,  without  limitation,  any leasehold
estate or  interest in the fee simple  title in or to the Real Estate  hereafter
acquired by the Mortgagor,  and the proceeds therefrom (all of such Real Estate,
Personal Property and other rights being hereafter referred to as the "Mortgaged
Premises").

     The lease  agreement  referred to above and any other written or oral lease
under  which the  Mortgagor  may  hereafter  occupy  all or any  portion  of the
Mortgaged Premises is referred to hereafter as the "Lease."

     This Mortgage is given to secure all of the Mortgagor's  Obligations to the
Bank. The term  "Obligations"  as used in this Mortgage means all obligations of
the  Mortgagor  in favor of the Bank of every  type and  description,  direct or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter arising, including but not limited to all Obligations of the Mortgagor
m favor of the Bank arising under a Credit  Agreement  between the Mortgagor and
the Bank  dated  the  date of this  Mortgage  (the  "Credit  Agreement"),  which
Obligations  include the  obligation of the Mortgagor to repay all advances made
by the Bank to the  Mortgagor  under a  revolving  line of credit in the maximum
outstanding  aggregate principal amount of $3,500,000.00  ("Revolving Loan"), to
repay a term loan ("Term Loan") in the original principal amount of $291,000.00,
which Term Loan has a final  maturity  date of July 1,  2006,  to repay a second
term loan ("Term Loan II") in the original  principal  amount of  $1,116,000.00,
which Term Loan II has a final  maturity  date of July 1, 2006, to repay a third
term loan ("Term Loan III") in the original  principal amount of  $1,750,000.00,
which  Term  Loan III has a final  maturity  date of July 1,  2003,  and all now
existing and future  obligations of the Mortgagor to the Bank,  however created,
evidenced,  or acquired,  whether  direct or indirect,  absolute or  contingent,
matured or  unmatured,  including  future  obligations  and advances to the same
extent as if such future  obligations  and advances were made on the date of the
execution of this Mortgage (it being  understood  that the Bank is not under any
obligation to make any future advances  except as specifically  set forth in the
Credit  Agreement),  provided,  however,  that any such  future  obligations  or
advances shall be secured by this Mortgage up to the maximum aggregate amount of
$10,000,000.00 outstanding at any time. All of the Obligations,  including those
arising  under the Credit  Agreement,  are secured as they now exist and as they
may be increased  or otherwise  changed by any  amendment to any  instrument  or
agreement  which  now  or  hereafter  evidences,   secures  or  expresses  terms
applicable  to  any of  the  Obligations,  including  amendments  to the  Credit
Agreement  and any  "Loan  Document"  as  that  term is  defined  in the  Credit
Agreement.

     As additional security for the Obligations,  insurance premiums,  taxes and
assessments,  of the type and manner herein provided, pursuant to Act 210 of the
Public Acts of Michigan of 1953, as amended,  the Mortgagor  assigns to the Bank
the rents, issues and profits of the Mortgaged Premises, including any rents and
all other amounts  (collectively "Lease Payments") which are due or shall become
due to the Mortgagor under the terms of any present or future lease (a "Lease"),
oral or  written,  of all or any  portion of the  Mortgaged  Premises  (all such
rents, issues, profits and Lease Payments are hereafter collectively referred to
as the "Rents") under any Lease or Leases of the Mortgaged  Premises  (including
any extensions,  amendments or renewals thereof),  whether due or to become due,
including  all such  Leases in  existence  or coming into  existence  during the
period this Mortgage is in effect.  This  assignment of rents shall run with the
land and be good and valid as against the Mortgagor herein or those claiming by,
under  or  through  the  Mortgage,  from  the  date  of the  recording  of  this
instrument.   This  assignment   shall  continue  to  be  operative  during  the
foreclosure  or any other  proceedings  taken to enforce this  Mortgage.  In the
event  of a sale  or  foreclosure  which  shall  result  in a  deficiency,  this
assignment shall stand as security during the redemption  period for the payment
of such  deficiency.  This  assignment  shall not be construed as obligating the
Bank to perform any of the covenants or undertakings required to be performed by
the Mortgagor  contained in any Leases.  This assignment of rents is an absolute
assignment,  and is  intended to vest in the Bank the right to collect all Rents
subject only to the conditional  license to collect Rents granted by the Bank to
the Mortgagor  under the terms of numbered  Paragraph 8 of this Mortgage.  These
provisions are not intended to evidence an additional  recordable  event, as may
be prohibited by Act 459 of the Public Acts of Michigan of 1996,  but rather are
included  in this  Mortgage  for  purposes  of  complying  with  any  applicable
requirements of Act 210 of the Public Acts of Michigan of 1953, as amended.

     The Mortgagor further covenants and agrees as follows:

     1. The Mortgagor shall pay and perform all of the Obligations promptly when
payment or  performance  is due, with  reasonable  attorneys'  fees and costs of
collection, and without relief from valuation and appraisement laws.

     2. The Mortgagor shall keep the Mortgaged Premises in good repair and shall
not commit or permit waste  thereon or do or permit to be done anything that may
impair the value of the Mortgaged Premises. The Mortgagor shall promptly restore
any part of the  Mortgaged  Premises  which may be  damaged  or  destroyed.  The
Mortgagor  shall  pay when due all  taxes and  assessments  levied  or  assessed
against the Mortgaged Premises or any part thereof.  Failure of the Mortgagor to
pay any taxes,  assessments or governmental  charges levied or assessed  against
the Mortgaged Premises, or any part thereof, or any installment of any such tax,
assessment or charge,  or any premium upon any policy of insurance  covering any
part of the Mortgaged  Premises,  at the time or times such taxes,  assessments,
charges,  installments thereof or insurance premiums are due and payable,  shall
constitute waste, a Default (as hereafter  defined),  and in accordance with the
provisions  of Act No. 236 of the Public Acts of Michigan for 1961,  as amended,
shall  entitle the Bank to exercise  the  remedies  afforded by such Act and the
Credit Agreement when the same become an Event of Default thereunder. Payment by
the  Bank  for and on  behalf  of the  Mortgagor  of any  such  delinquent  tax,
assessment,  charge or insurance premium properly payable by the Mortgagor under
the terms of this Mortgage shall not cure the Default herein described nor shall
it in any manner  impair the Bank's  right to the  appointment  of a receiver on
account  thereof,  as herein  provided.  Upon the  happening of any such acts of
waste,  and the same  becoming a Default (as hereafter  defined),  and on proper
application made therefor by the Bank to a court of competent jurisdiction,  the
Bank shall  forthwith  be  entitled  to the  appointment  of a  receiver  of the
Mortgaged  Premises  and of the  earnings,  income,  rents,  issues and  profits
thereof, with such powers as the court making such appointment shall confer, and
the Mortgagor hereby irrevocably  consents to such appointment and waives notice
of any application therefor.

     3. The Mortgagor shall keep the Mortgaged Premises in good repair and shall
not commit or permit waste thereon, or do or permit to be done anything that may
impair the value of the Mortgaged Premises.  To the extent permissible under the
terms  of the  Lease,  the  Mortgagor  shall  promptly  restore  any part of the
Mortgaged Premises which may be damaged or destroyed. The Mortgagor shall pay or
cause to be paid when due all taxes and assessments  levied or assessed  against
the Mortgaged Premises or any part thereof.

     4. The  Mortgagor  shall  comply  with  all  statutes,  ordinances,  rules,
regulations,   orders,   and   directions   of   any   legislative,   executive,
administrative,  or  judicial  body  or  official  applicable  to the  Mortgaged
Premises,  or any part thereof, or to the Mortgagor,  or to the operation of any
business of Mortgagor which directly affects the Mortgaged  Premises;  provided,
however,  that the Mortgagor may contest any of the matters  referred to in this
paragraph  in any  reasonable  manner which in the judgment of the Bank will not
adversely affect the rights of the Bank, its successors or assigns.

     5. The Mortgagor will procure and maintain in effect at all times insurance
written by insurance companies acceptable to the Bank which insures against loss
or  destruction  of the  Mortgaged  Premises  by fire,  wind  storm,  lightning,
vandalism and malicious  mischief and such other perils as are generally covered
by "extended coverage" insurance for the full replacement value of the Mortgaged
Premises.  All policies  providing  such  insurance  shall provide that any loss
thereunder  shall  be  payable  to the Bank  under a  standard  form of  secured
lender's loss payable  endorsement.  The Mortgagor  shall also procure  business
interruption  insurance in such amounts as the Bank may reasonably require.  The
Mortgagor  authorizes the Bank to endorse on Mortgagor's behalf and to negotiate
drafts  representing  proceeds of such  insurance,  provided that the Bank shall
remit to the Mortgagor such surplus,  if any, as remains after the proceeds have
been applied at the Bank's option: (a) to the satisfaction of the Obligations or
to the establishment of a cash collateral  account securing the Obligations,  or
(b) to the restoration of the Mortgaged  Premises;  provided,  however,  that so
long as no Default (as hereafter  defined) has occurred and is  continuing,  and
provided that the  Mortgagor can  demonstrate  to the Bank's  satisfaction  that
restoration of the Mortgaged  Premises is physically and economically  feasible,
such  proceeds  shall be applied,  at the  Mortgagor's  option and to the extent
necessary,  as provided  in the  foregoing  clause (c) and any balance  shall be
remitted to the Mortgagor.  Certificates  evidencing the existence of all of the
insurance  required  under the terms of this Mortgage  shall be furnished to the
Bank and the original  policies  providing such insurance  shall be delivered to
the Bank at the Bank's request.

     6. Upon demand and failure of the  Mortgagor so to do, the Bank may, in its
discretion,  advance  and pay all sums  necessary  to protect and  preserve  the
Mortgaged Premises, and all sums so advanced and paid by the Bank shall become a
part of the  indebtedness  secured  hereby,  shall  bear  interest  from date of
payment at a rate  equal to the Prime  Rate plus three  percent (4 %) per annum,
and shall be payable to the Bank upon demand.  Such sums shall include,  but not
by way of limitation: (a) rents or other amounts due and payable to the Landlord
and any other amounts  necessary to cure any default by the Mortgagor  under the
terms of the Lease,  (b) taxes,  assessments  and other  charges which may be or
become senior to this Mortgage as liens on the Mortgaged  Premises,  or any part
thereof;  (c) the cost of any title insurance,  surveys, or other evidence which
in the  reasonable  discretion of the Bank may be required in order to evidence,
insure or  preserve  the lien of this  Mortgage;  (d) all costs,  expenses,  and
reasonable  attorneys' fees incurred by the Bank in respect of any and all legal
and  equitable  actions  which  relate  to  this  Mortgage  or to the  Mortgaged
Premises,  and (e) the cost of any repairs  respecting  the  Mortgaged  Premises
which are reasonably deemed necessary by the Bank. As used in this Mortgage, the
term "Prime Rate" means a variable per annum rate of interest equal at all times
to the rate of  interest  established  and quoted by the Bank as its Prime Rate,
such rate to change  contemporaneously  with each change in such established and
quoted rate; provided that it is understood the Prime Rate shall not necessarily
be  representative  of the rate of interest  actually charged by the Bank on any
loan or class of loans. The Bank shall be subrogated to the rights of the holder
of each lien or claim paid with moneys secured hereby.

     7. If all or any part of the  Mortgaged  Premises  is  damaged,  taken,  or
acquired, either temporarily or permanently,  in any condemnation proceeding, or
by exercise of the right of eminent domain, or by the alteration of the grade of
any street  affecting the Mortgaged  Premises,  the amount of any award or other
payment for such taking or damages made in consideration  thereof, to the extent
of the full amount of the then remaining unpaid Obligations,  is hereby assigned
to the Bank,  which is  empowered  to collect  and  receive the same and to give
proper receipts  therefor in the name of the Mortgagor,  and all such sums shall
be paid forthwith  directly to the Bank. Any award or payment so received by the
Bank may, at the option of the Bank: (a) be applied to the  satisfaction  of the
Obligations  or to  the  establishment  of a cash  collateral  account  for  the
Obligations,  or (b) be released,  in whole or in part, to the Mortgagor for the
purpose of altering, restoring, or rebuilding any part of the Mortgaged Premises
which may have been  altered,  damaged or  destroyed as a result of such taking,
alteration,  or proceeding;  provided,  however,  that so long as no Default has
occurred and is  continuing,  and provided  that the  Mortgagor  can  reasonably
demonstrate to the Bank's satisfaction that any proposed alteration, restoration
or rebuilding is physically and economically  feasible, and is permissible under
the terms of the Lease,  such awards shall be applied at the Mortgagor's  option
and to the extent necessary as provided in the foregoing clause (b).

     8. At any  time a  Default  (as  hereafter  defined)  has  occurred  and is
continuing,  the Bank may enter upon and take  possession  of the Real Estate or
any  part  thereof,  and at any  such  time,  or if the  Bank in the  reasonable
exercise of its discretion  determines that payment or performance of any of the
Obligations  is  insecure,  the  Bank may  demand,  sue  for,  receive  and give
receipts,  releases and  satisfactions  for all Rents. At any time that the Bank
has not exercised  its right to take  possession of the Real Estate and there is
not in effect any demand by the Bank for the direct payment of Lease Payments to
the Bank given pursuant to the immediately preceding sentence, the Mortgagor may
collect  Lease  Payments  provided  that no  Rents  shall  be  collected  by the
Mortgagor  more than thirty (30) days in advance of the period of  occupancy  to
which they relate.  Lease  Payments  collected by the Mortgagor  pursuant to the
license  granted  in the  immediately  preceding  sentence  shall be held by the
Mortgagor  as  trustee  for the  benefit of the Bank and shall be applied to the
satisfaction of Obligations to the extent that any are then due and payable. Any
balance  remaining after  satisfaction of all Obligations which are then due and
payable may be used by the Mortgagor for any proper  purpose.  Any demand by the
Bank upon any tenant of the  Mortgaged  Premises  accompanied  by a copy of this
Mortgage  shall be sufficient  authority for such tenant  thereafter to make all
Lease Payments directly to the Bank and any such tenant shall have no obligation
or authority to inquire into the propriety of any such demand. Upon making Lease
Payments to the Bank pursuant to the Bank's demand,  any tenant of the Mortgaged
Premises shall be as fully discharged of its obligations  under any lease to the
extent  of such  payments  as if such  payments  had been made  directly  to the
Mortgagor. If at any time Lease Payments are required to be made directly to the
Bank under the terms of this paragraph and notwithstanding such requirement such
payments are made to the Mortgagor,  the Mortgagor will receive such payments in
trust for the Bank and will forward them  immediately to the Bank in the form in
which received, adding only such endorsements or assignments as may be necessary
to perfect the Bank's title thereto.  Any amounts collected by the Bank pursuant
to the  assignment of rents  contained in this Mortgage  shall be applied by the
Bank to the  payment of such of the  Obligations  as are then due and payable as
the Bank in its sole discretion shall determine.  If no Obligations are then due
and  payable,  such amounts may be held by the Bank as cash  collateral  for the
Obligations,  without  liability  for interest  thereon,  provided that the Bank
will, at the direction of the Mortgagor, invest such amounts for the account and
at the risk of the  Mortgagor  in U.S.  Treasury  Bills  with  less than 60 days
remaining  to  maturity or in similar  essentially  risk-free,  cash  equivalent
investments as the Mortgagor may reasonably direct and any earnings derived from
such investments will become a part of the cash collateral account.  Any portion
or all of the cash  collateral  account  which  is not  applied  to  Obligations
pursuant to the terms of this  paragraph  may at the  discretion  of the Bank be
released to the Mortgagor.  The authority  given to collect Rents conferred upon
the Bank under the terms of this Mortgage is irrevocable.  In the event that the
Mortgagor  fails,  refuses or neglects to deliver or surrender such  possession,
the Bank shall be entitled  to the  appointment  of a receiver of the  Mortgaged
Premises and of the earnings,  income,  rents,  issue and profits thereof,  with
such powers as the court  making such  appointment  may  confer.  The  Mortgagor
agrees to execute  and  deliver to the Bank  assignments  of rents on all future
leases  on the  Mortgaged  Premises  during  the  term  of this  Mortgage,  such
assignments to be in the form and manner  satisfactory  to the Bank. Any default
by the Mortgagor under the terms and conditions of any such assignment  shall be
a  Default  (as  hereafter  defined)  under the  terms  and  conditions  of this
Mortgage,  entitling  the  Bank to  exercise  any and all  rights  and  remedies
provided by this Mortgage.  If the Mortgagor shall fail to perform and discharge
any of the obligations,  covenants and agreements required to be performed by it
under any such assignment of rents,  the Bank may elect to perform the same; any
sums  which may be so paid out by the Bank,  including  the cost,  expenses  and
attorneys' fees paid out in any suit affecting the same,  shall bear interest at
the a rate  equal to the Prime  Rate plus four  percent  (4%) per annum from the
dates of such  payments,  shall be paid by the Mortgagor to the Bank upon demand
and shall be deemed a part of the Obligations  hereby secured and recoverable as
such in all respects.  The Mortgagor shall assign to the Bank, upon request,  as
further security for the Obligations hereby secured, the Mortgagor's interest in
all agreements, contracts licenses and permits affecting the Mortgaged Premises,
such assignments to be made by instruments in form satisfactory to the Bank, but
no such assignment shall be construed as a consent by the Bank to any agreement,
contract,  license  or  permit  so  assigned,  or to  impose  upon  the Bank any
obligations with respect thereto.

     9. The Mortgagor grants to the Bank as secured party a security interest in
the  Personal  Property  in  accordance  with  the  provisions  of  the  Uniform
Commercial Code as enacted in Indiana.  The Mortgagor authorizes the Bank at the
expense of the  Mortgagor to execute on its behalf and file any other  financing
statements  deemed necessary by the Bank to perfect its security interest in the
Personal Property and to file such financing  statements in those public offices
deemed  necessary by the Bank.  Such  financing  statements may be signed by the
Bank alone.  In addition,  the Mortgagor shall execute and deliver any financing
statement or other  document  that the Bank may request to perfect or to further
evidence the security interest created by this Mortgage.

     10. If, after the execution of this  Mortgage,  applicable law requires the
taxation  of this  Mortgage  or any  Obligation  secured by this  Mortgage,  the
Mortgagor,  upon demand by the Bank,  shall pay such taxes or reimburse the Bank
therefor   unless  it  is  unlawful  to  require   the   Mortgagor   to  do  so.
Notwithstanding  the foregoing,  the Mortgagor shall not be obligated to pay any
portion of any of the Bank's federal, state or local income taxes.

     11.  As used in this  paragraph,  the  following  terms  have the  meanings
indicated:

     a.   Clean-up. "Clean-up" means the removal or remediation of Contamination
          or  other   response  to   Contamination   in   compliance   with  all
          Environmental   Laws  and  to  the   satisfaction  of  all  applicable
          governmental   agencies,   and  in  compliance  with  good  commercial
          practice.

     b.   Contamination.  "Contamination"  means the  Release  of any  Hazardous
          Substance  on, in or under  the Real  Estate  or the  presence  of any
          Hazardous Substance on, in or under the Real Estate as the result of a
          Release,  or the  emanation of any Hazardous  Substance  from the Real
          Estate.

     c.   Environmental Laws.  "Environmental Laws" means all federal, state and
          local laws, statutes, codes, ordinances,  regulations,  rules or other
          requirements  with the  force of law,  including  but not  limited  to
          consent decrees and judicial or administrative orders, relating to the
          environment, including but not limited to those applicable to the use,
          storage,  treatment,  disposal or Release of any Hazardous Substances,
          all as  amended  or  modified  from  time to time  including,  without
          limitation, the Comprehensive Environmental Response, Compensation and
          Liability Act  ("CERCLA") as amended by the Superfund  Amendments  and
          Reauthorization  Act of 1986 ("SARA");  the Resource  Conservation and
          Recovery  Act of 1976,  as amended  ("RCRA");  the Clean Water Act, as
          amended;  the Clean Air Act,  as  amended;  the  Federal  Insecticide,
          Fungicide and  Rodenticide  Act, as amended;  the Hazardous  Materials
          Transportation Act, as amended, and any and all environmental statutes
          of the State of  Michigan  and all  regulations  promulgated  under or
          pursuant to such federal and Michigan Statutes.

     d.   Hazardous Substance.  "Hazardous  Substance" means any hazardous waste
          or  hazardous  substance,  or any  pollutant or  contaminant  or toxic
          substance  or  other  chemicals  or  substances   including,   without
          limitation,  asbestos,  petroleum,  polychlorinated biphenyls, and any
          other substance regulated by any Environmental Laws.

     e.   Release.   "Release"   means   the   spilling,   leaking,   disposing,
          discharging,   dumping,  pouring,  emitting,   depositing,   injecting
          leaching,  escaping or other  release or threatened  release,  whether
          intentional or unintentional, of any Hazardous Substance.

     f.   Regulatory  Actions.  "Regulatory  Actions"  means any claim,  demand,
          action  or  proceeding  brought  or  instigated  by  any  governmental
          authority in connection with any Environmental Law including,  without
          limitation,  any civil, criminal or administrative  proceeding whether
          or not seeking costs, damages, penalties or expenses.

     g.   Third-party  Claims.  "Third-party  Claims"  means any claim,  action,
          demand  or  proceeding,  other  than a  Regulatory  Action,  based  on
          negligence,  trespass,  strict  liability,  nuisance,  toxic  tort  or
          detriment to human health or welfare due to Contamination,  whether or
          not seeking costs, damages,  penalties, or expenses, and including any
          action for contribution to Clean-up costs.

The  Mortgagor  shall  indemnify,  defend  and  hold  harmless  the Bank and its
affiliates,  shareholders,  directors, officers, employees and agents (all being
included in the word "Bank" for  purposes  of this  paragraph)  from any and all
claims,  causes  of  action,  damages,  demands,  fines,  liabilities,   losses,
penalties, judgments,  settlements,  expenses and costs, however defined, and of
whatever nature, known or unknown,  absolute or contingent,  including,  but not
limited to, attorneys' fees,  consultant's  fees, fees of environmental or other
engineers, and related expenses including, without limitation,  expenses related
to site inspections and soil and water analyses,  which may be asserted against,
imposed  on,  suffered  or  incurred  by the Bank  arising  out of or in any way
related to (a) any  actual,  alleged  or  threatened  Release  of any  Hazardous
Substance  on,  in or under the Real  Estate,  (b) any  related  injury to human
health or safety  (including  wrongful death) or any actual or alleged injury to
the environment by reason of the condition of, or past or present  activities on
the Real  Estate,  (c) any  actual or alleged  violation  of  Environmental  Law
related to the Real Estate, (d) any lawsuit or administrative proceeding brought
or  threatened  by any  person,  including  any  governmental  entity or agency,
federal,  state or  local,  including  any  governmental  order  relating  to or
occasioned by any actual or alleged  Contamination  or threat of  Contamination,
(e) any lien imposed upon the Real Estate in favor of any governmental entity as
a result of any Contamination or threat of Contamination,  and (f) all costs and
expenses  of  any  Clean-up.   The  Mortgagor   represents  and  covenants  that
Mortgagor's  storage,  generation,  transportation,  handling or use, if any, of
Hazardous Substances on or from the Real Estate is currently, and will remain at
all times, in compliance with all applicable Environmental Laws. If any Clean-up
is required with respect to the Real Estate,  the Mortgagor shall  expeditiously
complete such Clean-up at the  Mortgagor's  expense and without the necessity of
demand by the Bank.  If the  Mortgagor  should fail to initiate  and  diligently
pursue any Clean-up or should otherwise fail to perform any obligation under the
terms of this  paragraph,  the Bank may, at its sole  discretion and without any
obligation to complete any Clean-up  which it may cause to be  commenced,  cause
the  Clean-up  or partial  Clean-up  of the Real Estate and pay on behalf of the
Mortgagor any costs, fines or penalties imposed on the Mortgagor pursuant to any
Environmental  Laws or make any other  payment or perform any other action which
will prevent a lien in favor of any federal, state or local government authority
or any  other  person  from  attaching  to the  Real  Property  pursuant  to the
provisions  of any  Environmental  Law,  and all costs and  expenses of the Bank
incurred in pursuing any of the  remedies  provided in this  paragraph  shall be
added to the  obligations  secured by this  Mortgage,  which costs and  expenses
shall become due and payable  without  notice as incurred by the Bank,  together
with  interest  thereon at the Prime Rate plus four percent (4%) per annum until
paid.

     12.  The  occurrence  of any of the  following  events  shall  be  deemed a
"Default" under this Mortgage:

     (a)  an "Event of  Default" as defined in the Credit  Agreement  shall have
          occurred and be continuing or the Mortgagor  shall  otherwise  fail to
          pay or perform any of the  Obligations  promptly  when such payment or
          performance is due or within such grace period as may be applicable;

     (b)  the Mortgagor  shall  otherwise  fail to observe and perform the terms
          and conditions of this Mortgage; or

     (c)  the Mortgagor shall abandon the Mortgaged Premises.

     13. Upon the occurrence  and  continuance  of a Default,  all  indebtedness
secured  hereby shall,  at the option of the Bank,  become  immediately  due and
payable  and this  Mortgage  may be  foreclosed  accordingly.  The Bank shall be
entitled to the appointment of a receiver for the Mortgaged  Premises to collect
the  rents and  profits  and to  maintain  the  Mortgaged  Premises  during  any
foreclosure proceedings. The Bank shall have the option of proceeding as to both
the Real  Estate and the  Personal  Property in  accordance  with its rights and
remedies in respect of the Real Estate, in which event the default provisions of
the  Indiana  Uniform  Commercial  Code shall not apply.  If the Bank  elects to
proceed with respect to the Personal  Property  separately from the Real Estate,
the requirement of the Indiana Uniform  Commercial Code as to reasonable  notice
of any proposed sale or  disposition  of the Personal  Property  shall be met if
such notice is delivered or mailed to the Mortgagor at its address  stated above
at least  ten (10)  days  prior to such sale or  disposition.  In any  action to
foreclose this Mortgage,  the Bank shall be entitled to recover,  in addition to
all  reasonable  attorney  and  related  paraprofessional  expenses  incurred in
connection  therewith,  all other reasonable costs and expenses  associated with
foreclosure  including,  without  limitation,  all  expenses  incurred for title
searches,  abstracts  of  title,  title  insurance,   appraisals,   surveys  and
environmental  assessments reasonably deemed necessary by the Bank, all of which
costs and expenses shall be additional amounts secured by this Mortgage. As used
in  the  preceding  sentence,   the  term   "environmental   assessments"  means
inspections  and reports of  environmental  engineers or firms of  environmental
engineers or other appropriate experts, and associated samplings and testings of
soil or groundwater,  the purpose of which is to determine  whether there is any
Contamination associated with the Real Estate and if so, the extent thereof, and
to  estimate  of the cost of Clean-up  of any  Contamination,  and to  determine
whether there are any underground storage tanks or any asbestos in, on, or under
the Real Estate and if so,  whether there are any  violations  of  Environmental
Laws  in  connection   therewith.   As  used  in  this   paragraph,   the  terms
"Contamination,"  "Clean-up"  and  "Environmental  Laws" are used as  defined in
numbered Paragraph 11.

     14. Power is hereby  granted to the Bank,  if a Default  exists,  to grant,
bargain,  sell,  release and convey the Mortgaged  Premises and appurtenances at
public  auction  or  vendue,  and on such sale to  execute  and  deliver  to the
purchasers,  his, her, its or their heirs,  successors and assigns,  good, ample
and  sufficient  deed or deeds of conveyance in law,  pursuant to the statute in
such  case made and  provided,  and to apply  the  proceeds  of such sale in the
manner hereinafter provided.

     a.   Upon a foreclosure sale of the Mortgaged Premises or any part thereof,
          the proceeds of such sale shall be applied in the following order:

          (i)  to the payment of all costs of the suit or foreclosure, including
               reasonable  attorneys'  fees  and the  cost of  title  insurance,
               searches and abstracts;

          (ii) to the  payment of all other  expenses  of the Bank and the Bank,
               including  all monies  expended by the Bank and all other amounts
               payable  by the  Mortgagor  to the Bank,  the Bank or to any Bank
               hereunder, with interest thereon;

          (iii)to the payment of the principal  and interest of the  Obligations
               secured hereby; and

          (iv) to the payment of the  surplus,  if any, to the  Mortgagor  or to
               whosoever shall be entitled thereto.

     b.   Upon any foreclosure sale of the Mortgaged  Premises,  the same may be
          sold either as a whole or in parcels, as the Bank may elect, and if in
          parcels,  the same may be divided  as the Bank may  elect,  and at the
          election  of the Bank may be offered  first in  parcels  and then as a
          whole, that offer producing the highest price for the entire Mortgaged
          Premises to prevail, any law, statutory or otherwise,  to the contrary
          notwithstanding,  and the Mortgagor hereby waives the right to require
          any  such  sale to be made in  parcels  or the  right to  select  such
          parcels.

     15. The Bank shall have the right to make all  divisions  under Section 108
of the Land Division Act, Act No. 288 of the Public Acts of 1967.

     16.  WARNING -- THIS  MORTGAGE  CONTAINS A POWER OF SALE AND, UPON DEFAULT,
MAY BE FORECLOSED BY ADVERTISEMENT.  IN FORECLOSURE BY ADVERTISEMENT, NO HEARING
IS  INVOLVED  AND THE ONLY  NOTICE  REQUIRED  IS TO  PUBLISH  NOTICE  IN A LOCAL
NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PROPERTY.

     17.  WAIVER  -- IF  THIS  MORTGAGE  IS  FORECLOSED  BY  ADVERTISEMENT,  THE
MORTGAGOR  HEREBY  VOLUNTARILY,  INTELLIGENTLY  AND KNOWINGLY  WAIVES ALL RIGHTS
UNDER THE  CONSTITUTION  AND LAWS QF THE STATE OF MICHIGAN AND  CONSTITUTION AND
LAWS OF THE UNITED  STATES TO ALL NOTICE  AND A HEARING IN  CONNECTION  WITH THE
ABOVE  MENTIONED  FORECLOSURE  BY  ADVERTISEMENT,  EXCEPT  AS SET  FORTH  IN THE
MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

     18. In  connection  with the Bank's right to  possession  of the  Mortgaged
Premises  upon a Default,  the Mortgagor  acknowledges  that it has been advised
that  there is a  significant  body of case law in  Michigan  which  purportedly
provides that in the absence of a showing of waste of a character  sufficient to
endanger  the  value of the  Mortgaged  Premises  or other  special  factors,  a
mortgagor  is entitled to remain in  possession  of mortgaged  premises,  and to
enjoy  the  income,  rents  and  profits  therefrom,   during  the  pendency  of
foreclosure  proceedings and until the expiration of the redemption period, even
if the mortgage  documents  expressly  provide to the  contrary.  The  Mortgagor
further acknowledges that it has been advised that the Bank recognizes the value
of  the  security   covered  hereby  is   inextricably   intertwined   with  the
effectiveness  of the  management,  maintenance  and  general  operation  of the
Mortgaged  Premises,  and that the Bank would not make the loans secured  hereby
unless they could be assured  that they would have the right to take  possession
of the  Mortgaged  Premises  through  the Bank in order to manage or to  control
management thereof, upon a Default, notwithstanding that foreclosure proceedings
may not have been instituted,  or are pending,  or the redemption period may not
have expired.  ACCORDINGLY,  THE MORTGAGOR HEREBY  KNOWINGLY,  INTELLIGENTLY AND
VOLUNTARILY  WAIVES ALL RIGHT TO POSSESSION  OF THE MORTGAGED  PREMISES FROM AND
AFTER THE DATE OF A DEFAULT,  UPON DEMAND FOR  POSSESSION  BY THE BANK,  AND THE
MORTGAGOR  AGREES NOT TO ASSERT ANY  OBJECTION OR DEFENSE TO THE BANK REQUEST OR
PETITION TO A COURT FOR  POSSESSION.  THE RIGHTS HEREBY  CONFERRED UPON THE BANK
HAVE BEEN AGREED  UPON PRIOR TO ANY DEFAULT AND THE  EXERCISE BY THE BANK OF ANY
SUCH RIGHTS SHALL NOT BE DEEMED TO PUT THE BANK IN THE STATUS OF A "MORTGAGEE IN
POSSESSION." THE MORTGAGOR  ACKNOWLEDGES THAT THIS PROVISION IS MATERIAL TO THIS
TRANSACTION  AND THAT THE BANK WOULD NOT MAKE THE LOANS  SECURED  HEREBY BUT FOR
THIS PARAGRAPH.

     19. The Bank, at its option and on such terms as it may desire,  may extend
the time of  payment or  performance  of any part or all of the  Obligations  or
release  any part of the  Mortgaged  Premises  from  the  lien of this  Mortgage
without  impairing  the lien of this  Mortgage  except as to the  portion of the
Mortgaged Premises expressly released and without releasing the Mortgagor or any
guarantors or sureties of or from any of the  Obligations.  No delay by the Bank
in the  exercise of any of its rights  under this  Mortgage  shall  preclude the
subsequent  exercise thereof so long as any Default  continues  uncured,  and no
waiver by the Bank of any Default of the Mortgagor  shall operate as a waiver of
subsequent or other  Defaults.  The making of any payment by the Bank for any of
the purposes herein permitted shall not constitute a waiver of any breach of the
Mortgagor's covenant to perform such act. Notice by the Bank of its intention to
exercise  any right or option  under this  Mortgage is  expressly  waived by the
Mortgagor,  and any one or more of the  Bank's  rights or  remedies  under  this
Mortgage may be enforced successively or concurrently. Time is of the essence of
this Mortgage.

     20. All  obligations  of the Mortgagor  under this Mortgage shall extend to
and be binding upon the successors and assigns of the Mortgagor, and shall inure
to the benefit of the Bank and its successors and assigns.

     21. This Mortgage secures indebtedness incurred for a business purpose.

     22. This  Mortgage  is given,  in part,  for the  purpose of securing  loan
advances which the Bank may make to or for the Mortgagor pursuant and subject to
the terms and  provisions  of the Credit  Agreement.  The parties  hereto intend
that, in addition to any other debt or obligation secured hereby,  this Mortgage
shall  secure  unpaid  balances  of loan  advances  made after this  Mortgage is
delivered to the Register of Deeds of St. Joseph County, Michigan,  whether made
pursuant to an  obligation  of the Bank or  otherwise,  and in such event,  such
advances  shall be secured to the same  extent as if such future  advances  were
made on the date  hereto,  although  there may be no advance made at the time of
execution  hereof and although there may be no  indebtedness  outstanding at the
time any advance is made. THIS MORTGAGE IS A FUTURE ADVANCE MORTGAGE AND SECURES
FUTURE ADVANCES, INCLUDING PROTECTIVE ADVANCES, BOTH AS DEFINED IN ACT 35 OF THE
PUBLIC  ACTS OF 1992,  AS  AMENDED,  BEING MCLA  ss.565.901,  et seq.  Such loan
advances may or may not be evidenced  by notes  executed  pursuant to the Credit
Agreement.

     23. This  Mortgage  shall be governed by and  construed and enforced in all
cases by the substantive laws of the State of Michigan, notwithstanding the fact
that Michigan  conflicts of law rules might  otherwise  require the  substantive
rules of law of another jurisdiction to apply.

Dated as of July ___, 2001.


Signed and acknowledged                    UNITED ACQUISITION, INC., an
in the presence of:                        Indiana corporation

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

--------------------------------           By:--------------------------------
(Printed name)                                (Printed name and title)

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

--------------------------------
(Printed name)

STATE OF ______________ )
                        ) SS:
COUNTY OF ___________   )

     Before  me,  a  Notary  Public  in and  for the  above  County  and  State,
personally appeared ______________ the ___________ of UNITED ACQUISITION,  INC.,
an  Indiana  corporation,  who  acknowledged  the  execution  of  the  foregoing
Leasehold Mortgage,  Security Agreement,  Assignment of Rents and Fixture Filing
on behalf of said corporation this _______ day of July, 2001.

                                Signature: ________________________________

                                Printed: __________________________________
                                          Notary Public
My Commission Expires: ______________

My County of Residence: ______________

THIS INSTRUMENT PREPARED BY: Madalyn S. Kinsey, Esquire, KROGER, GARDIS & REGAS,
L.L.P.,  Bank One Center/Circle - Suite 900, 111 Monument Circle,  Indianapolis,
Indiana 46204-5175, (317) 692-9000.


<PAGE>


                                    SCHEDULE


All that real estate in St. Joseph County,  Michigan, which is further described
as follows:





     A Parcel of Land  being  located  in the  Fractional  Southwest  Quarter of
     Section 6, Town 8 South,  Range 12 West,  Mottville  Township,  St.  Joseph
     County, Michigan, more particularly described as follows:

     Commencing  at the  intersection  of  Cecelia  Street  and Union  Street as
     monumented with a pipe,

     THENCE South 89 degrees 44 minutes 10 seconds West for a distance of 390.12
     feet  along  the  Centerline  of  said  Cecelia  Street  to  the  northerly
     projection  of the East  line of  Section  19  (Block  19) of  Stewart  and
     Holabird's  Addition to the Village of  Mottville  according to the Plat of
     Record  in the  Office of the  Register  of Deeds  for St.  Joseph  County.
     Michigan  in Liber C of Deeds  on Page  272;  THENCE  South 00  degrees  10
     minutes 45 seconds East for a distance of 350.14 feet along said  extension
     and said East line to the Southeast Corner of said Section 19 (Block 19) as
     monumented  with a pipe,  being the  POINT OF  BEGINNING;  THENCE  South 89
     degrees 30 minutes 56 seconds  East for a distance  of 26.00  feet;  THENCE
     South 00 degrees 16 minutes 02 seconds  East for a distance of 438.47 feet;
     THENCE  South 89 degrees 50 minutes 55 seconds West for a distance of 28.00
     feet;  THENCE North 00 degrees 00 minutes 21 seconds West for a distance of
     438.76 feet to the POINT OF BEGINNING.

     Together  with and subject to covenants,  easements,  and  restrictions  of
     record.

     Said property contains 0.272 acres more or less.



<PAGE>


                                   Exhibit "S"






DRAFTED BY AND AFTER                            St. Joseph County, Michigan
RECORDING. RETURN TO:
Madalyn S. Kinsey, Esquire
KROGER, GARDIS & REGAS, L.L.P.
Suite 900
111 Monument Circle
Indianapolis, Indiana 46204-5175
Telephone No.: (317) 692-9000


                         ASSIGNMENT OF RENTS AND LEASES


     THIS ASSIGNMENT, made as of the date appearing at the end hereof, by UNITED
ACQUISITION,  INC.,  an  Indiana  corporation,  with a mailing  address of 19985
County Road 8 Bristol, Indiana 46507 (hereinafter called "Assignor") in favor of
FIRST INDIANA BANK, a federal  savings bank with a mailing  address of 135 North
Pennsylvania,  Suite  1900,  Indianapolis,  Indiana  46204  (hereinafter  called
"Assignee").

                                   WITNESSETH

     Assignor,  for good and  valuable  consideration,  the  receipt of which is
hereby acknowledged,  does hereby absolutely and unconditionally grant, bargain,
sell,  transfer,  assign,  convey, set over and deliver unto Assignee all right,
title and  interest of Assignor in, to and under all written and oral leases and
rental agreements of the real estate located in St. Joseph County, Michigan, and
legally  described in Exhibit "A" attached hereto and  incorporated  herein (the
"Property"),  whether  now in  existence  or  hereafter  entered  into,  and all
guaranties,  amendments,  extensions,  renewals and subleases of said leases and
any of them, all of which are hereinafter called the "Leases," all rents, income
and  profits  which may now or  hereafter  be or become  due or owing  under the
Leases,  and any of them,  or on account of the use of the  Property,  any award
hereafter made in any bankruptcy, insolvency or reorganization proceeding in any
state or federal court  involving any of the tenants of the Leases,  and any and
all payments made by such tenants in lieu of rent.

     This Assignment is made for the purpose of securing:

     A.   The payment of the indebtedness  (including any extensions or renewals
          thereof)  evidenced by a certain  promissory  note of Assignor of even
          date  herewith  for  a  revolving   line  of  credit  in  the  maximum
          outstanding   aggregate   principal  amount  of   $3,500,000.00   (the
          "Revolving  Note"), a certain promissory note of Assignor of even date
          herewith in the principal  amount of $291,000.00  (the "Term Note"), a
          certain  promissory  note of  Assignor  of even date  herewith  in the
          principal  amount  of  $1,116,000.00   ("Term  Note  II"),  a  certain
          promissory  note of  Assignor of even date  herewith in the  principal
          amount of $1,750,000.00 ("Term Note III")(the Revolving Note, the Term
          Note,  Term  Note II and Term  Note III are  hereinafter  collectively
          referred  to as the  "Notes").  The  Notes  are  secured  by a certain
          Mortgage  (the  "Mortgage")  of even  date  herewith  encumbering  the
          Property and are issued  pursuant to the terms of that certain  Credit
          Agreement  entered  into by and between the  Assignor and the Assignee
          dated as of even date herewith (as such Credit Agreement may hereafter
          be amended, modified, or restated, the "Credit Agreement"); and

     B.   The payment of all other sums with interest  thereon  becoming due and
          payable to Assignee under the provisions of the Mortgage and any other
          instrument constituting security for the Notes; and

     C.   The  performance  and  discharge of each and every term,  covenant and
          condition  contained in the Notes, the Credit Agreement,  the Mortgage
          and any other instrument constituting security for the Notes.

     Assignor  represents,  warrants,  covenants  and agrees  with  Assignee  as
follows:

     1.   The sole ownership of the entire lessor's interest in the Leases is or
          shall be vested in  Assignor,  and  Assignor  has not,  and shall not,
          perform any acts or execute any other  instruments which might prevent
          Assignee  from fully  exercising  its  rights  under any of the terms,
          covenants and conditions of this Assignment.

     2.   The Leases are and shall be valid and  enforceable in accordance  with
          their terms and have not been altered, modified, amended,  terminated,
          canceled,  renewed  or  surrendered  nor  have  any of the  terms  and
          conditions  thereof  been  waived in any manner  whatsoever  except as
          approved in writing by Assignee.

     3.   Assignor  shall not  materially  alter the term or the  amount of rent
          payable  or the term of any  Lease  without  notice  to  Assignee  and
          Assignee's consent, which shall not be unreasonably withheld.

     4.   To the best of its knowledge, there are no defaults now existing under
          any of the Leases and there exists no state of facts  which,  with the
          giving of notice or lapse of time or both,  would constitute a default
          under any of the Leases.

     5.   Assignor  shall give prompt notice to Assignee of any notice  received
          by  Assignor  claiming  that a default has  occurred  under any of the
          Leases on the part of Assignor,  together  with a complete copy of any
          such notice.

     6.   Each of the Leases shall remain in full force and effect  irrespective
          of any merger of the  interest  of lessor and any lessee  under any of
          the leases.

     7.   Assignor will not permit any Lease to become  subordinate  to any lien
          other than the lien of the Mortgage.

     8.   There are no existing Leases for the Property.

     The parties further agree as follows:

     This  Assignment  is an  absolute,  present  assignment  from  Assignor  to
Assignee,  effective  immediately,  and is not merely an assignment for security
purposes.  Notwithstanding the foregoing, until a notice is sent to the Assignor
in writing that a default has  occurred  under the terms and  conditions  of the
Notes or any other  instrument  constituting  additional  security for the Notes
(which notice is hereafter called a "Notice"),  Assignor is granted a license to
receive,  collect  and enjoy the rents,  income and  profits  accruing  from the
Property.

     In the event of any default at any time in the Notes, Mortgage or any other
Loan Document as defined in the Mortgage  constituting  additional  security for
the Notes,  Assignee may, at its option, after service of a Notice,  receive and
collect  all such  rents,  income  and  profits  as they  become  due,  from the
Property.  Assignee  shall  thereafter  continue to receive and collect all such
rents,  income and profits, as long as such default or defaults shall exist, and
during  the  pendency  of  any  foreclosure  proceedings,  and  if  there  is  a
deficiency,  during any redemption  period.  All sums received by Assignor after
service  of such  Notice  shall  be  deemed  received  in  trust  and  shall  be
immediately turned over to Assignee.

     Assignor hereby irrevocably  appoints Assignee its true and lawful attorney
with power of substitution  and with full power for Assignee in its own name and
capacity or in the name and  capacity  of  Assignor,  from and after  service of
Notice, to demand,  collect,  receive and give complete acquittances for any and
all rents, income and profits accruing from the Property, either in its own name
or in the name of Assignor or otherwise,  which  Assignee may deem  necessary or
desirable  in order to collect and enforce the payment of the rents,  income and
profits.  Such  appointment  is coupled  with an  interest  and is  irrevocable.
Assignor  also  hereby  irrevocably  appoints  Assignee  as its true and  lawful
attorney  to  appear  in  any  state  or  federal  bankruptcy,   insolvency,  or
reorganization  proceeding  in any state or federal  court  involving any of the
tenants of the Leases.  Lessees of the Property are hereby expressly  authorized
and directed to pay any and all amounts due  Assignor  pursuant to the Leases to
Assignee or such nominee as Assignee may  designate in writing  delivered to and
received  by  such  lessees  who are  expressly  relieved  of any and all  duty,
liability or obligation to Assignor in respect of all payments so made.

     In the event of  default,  from and after  service of a Notice  Assignee is
hereby vested with full power to use all measures,  legal and equitable,  deemed
by it necessary or proper to enforce this  Assignment  and to collect the rents,
income and profits  assigned  hereunder,  including the right of Assignee or its
designee,  to enter upon the Property,  or any part thereof, and take possession
of all  or any  part  of the  Property  together  with  all  personal  property,
fixtures,  documents,  books, records,  papers and accounts of Assignor relating
thereto,  and  may  exclude  the  Assignor,  its  agents  and  servants,  wholly
therefrom.  Assignor  hereby  grants  full power and  authority  to  Assignee to
exercise all rights,  privileges  and powers herein granted at any and all times
after service of a Notice, with full power to use and apply all of the rents and
other  income  herein  assigned  to the  payment  of the costs of  managing  and
operating  the  Property  and of any  indebtedness  or  liability of Assignor to
Assignee,   including  but  not  limited  to  the  payment  of  taxes,   special
assessments,  insurance  premiums,  damage  claims,  the  costs of  maintaining,
repairing,  rebuilding  and  restoring  the  improvements  on the Property or of
making the same rentable, reasonable attorneys' fees incurred in connection with
the enforcement of this Assignment,  and of principal and interest  payments due
from  Assignor to Assignee on the Notes and the  Mortgage,  all in such order as
Assignee may  determine.  Assignee  shall be under no  obligation to exercise or
prosecute any of the rights or claims  assigned to it hereunder or to perform or
carry out any of the  obligations of the lessor under any of the Leases and does
not assume any of the  liabilities in connection  with or arising or growing out
of the  covenants  and  agreements  of  Assignor  in the  leases.  It is further
understood that this Assignment  shall not operate to place  responsibility  for
the control,  care, management or repair of the Property, or parts thereof, upon
Assignee,  nor shall it operate to make Assignee  liable for the  performance of
any of the terms and  conditions  of any of the Leases,  or for any waste of the
Property by any lessee under any of the Leases or any other  person,  or for any
dangerous or defective  condition of the Property or for any  negligence  in the
management,  upkeep,  repair or control  of the  Property  resulting  in loss or
injury or death to any lessee, licensee, employee or stranger.

     Waiver of or  acquiescence  by Assignee in any default by the Assignor,  or
failure of the Assignee to insist upon strict performance by the Assignor of any
covenants,  conditions or agreements in this Assignment,  shall not constitute a
waiver of any  subsequent  or other  default  or  failure,  whether  similar  or
dissimilar.

     The rights and remedies of Assignee  under this  Assignment  are cumulative
and are not in lieu of,  but are in  addition  to any other  rights or  remedies
which Assignee shall have under the Notes or any other  instrument  constituting
security for the Notes, or at law or in equity.

     If any term of this Assignment, or the application thereof to any person or
circumstances,  shall, to any extent, be invalid or unenforceable, the remainder
of this Assignment,  or the application of such term to persons or circumstances
other  than  those as to which it is  invalid  or  unenforceable,  shall  not be
affected  thereby,  and  each  term  of  this  Assignment  shall  be  valid  and
enforceable to the fullest extent permitted by law.

     Any and all notices, elections,  demands, or requests permitted or required
to be made under this Assignment,  including without limitation a Notice,  shall
be in writing,  signed by the party  giving  such  notice,  election,  demand or
request, and shall be delivered personally,  by telegram, or sent by registered,
certified, or Express United States mail, postage prepaid, or by Federal Express
or similar  service  requiring a receipt,  to the other party at the address set
forth above,  or to such other party and at such other address within the United
States of America as any party may  designate  as provided  herein.  The date of
receipt of such notice, election, demand or request shall be the earliest of (i)
the date of actual  receipt,  (ii)  three (3) days  after the date of mailing by
registered  or  certified  mail,  (iii) one (1) day after the date of mailing by
Express  Mail, or the delivery (for  redelivery)  to Federal  Express or another
similar service  requiring a receipt,  or (iv) the date of personal delivery (or
refusal upon presentation for delivery).

     Assignor  hereby  authorizes  Assignee  to  give  written  notice  of  this
Assignment, which may include a copy hereof, at any time to any tenant under any
of the Leases.

     The terms "Assignor" and "Assignee" shall be construed to include the legal
representatives,  successors and assigns thereof.  The gender and number used in
this  Assignment are used as a reference term only and shall apply with the same
effect whether the parties are of the masculine or feminine gender, corporate or
other form, and the singular shall likewise include the plural.

     This  Assignment  may not be  amended,  modified  or changed  nor shall any
waiver of any  provisions  hereof be effective,  except only by an instrument in
writing  and  signed  by the  party  against  whom  enforcement  of any  waiver,
amendment, change, modification or discharge is sought.

     Notwithstanding  anything  contained  herein to the  contrary,  in no event
shall this  Assignment  be deemed to reduce the  indebtedness  evidenced  by the
Notes by an amount in excess of the actual  amount of cash  received by Assignee
under the Leases,  whether before, during or after the occurrence of an Event of
Default,  and  Assignor  acknowledges  that in no event  shall the  indebtedness
secured  hereby be reduced  by the value from time to time of the rents,  income
and profits of or from the Property.  In addition,  Assignee reserves the right,
at any time,  whether before or after the occurrence of an Event of Default,  to
recharacterize  this  Assignment  as  merely   constituting   security  for  the
indebtedness of Assignor to Assignee,  which recharacterization shall be made by
written notice delivered to Assignor.  Assignee's receipt of any rents,  issues,
and profits  pursuant to this  Assignment  after the  institution of foreclosure
proceedings, either by court action or by the private power of sale contained in
any  mortgage or deed of trust now or hereafter  securing  the Notes,  shall not
cure an Event of Default, as defined in the Notes, or affect such proceedings or
sale.

     IN WITNESS  WHEREOF,  the said  Assignor has caused this  instrument  to be
signed and sealed as of the ____ day of July, 2001.


Signed and acknowledged                    UNITED ACQUISITION, INC., an Indiana
in the presence of:                        corporation

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

____________________________________       By: ________________________________
         (Printed name)
                                           ------------------------------------
                                           (Printed name and title)
------------------------------------

------------------------------------
         (Printed name)



<PAGE>


STATE OF_____________  )
                       )SS:
COUNTY OF ____________ )

     Before  me,  a  Notary  Public  in and  for the  above  County  and  State,
personally  appeared   _________________  the  _____________________  of  UNITED
ACQUISITION,  INC., an Indiana corporation, who as such officer acknowledged the
execution of the  foregoing  Assignment of Rents and Leases for and on behalf of
said corporation this _____ day of July, 2001.


                                  Signature: _________________________________

                                  Printed: ___________________________________
                                                Notary Public
My Commission Expires: _______________

My County of Residence: _______________





<PAGE>


                                   EXHIBIT "A"

                                Legal Description

     All that real estate in St. Joseph County, Michigan, described as follows:


That part of Stewart  and  Holabird's  Addition  to the  Village  of  Mottville,
according  to plat of record  in the  Office  of the  Register  of Deeds for St.
Joseph County, Michigan in Liber C of Deeds on Page 272, described as follows:

Commencing  at the  Southeast  corner of Section 19 of  Stewart  and  Holabird's
Addition;  thence South 89(0)52' West 471.20 feet (measured 471.53 feet); thence
South 00(0)46' West 438.20 feet (measured South  00(0)46'23"  West 438.03 feet);
thence North 89(0)52' East 477.12 feet (measured North  89(0)57'30"  East 476.52
feet); thence North 438.74 feet to the point of beginning.

Together  with an easement  for ingress and egress over the South 35 feet of the
following:

That part of Section (Block) 18, Stewart and Holabird's  Addition to the Village
of Mottville, according to plat of record in the Office of the Register of Deeds
for St. Joseph  County,  Michigan in Liber C of Deeds on Page 272,  described as
follows:

Commencing  at a point that is South 33 feet and South  89(0)52' West 819.5 feet
from the  intersection  of the  centerline  of Union and Cecalia  Streets in the
Village of Mottville;  thence  continuing South 89(0)52' West 114.75 feet to the
centerline of Highway M-103;  thence South 28(0)49' West along the centerline of
said highway, 226 feet; thence on a 02(0)30' curve to the left the long chord of
which is South  26(0)51'  West 127.74 feet;  thence North  89(0)52'  East 239.75
feet;  thence South  00(0)46' West 5.15 feet;  thence North 89(0)52' East 141.70
feet;  thence North 242 feet;  thence South 89(0)52' West 100 feet; thence North
75 feet to the point of beginning.




<PAGE>


                                   Exhibit "T"

DRAFTED BY AND AFTER                          St. Joseph County, Michigan
RECORDING, RETURN TO:
Madalyn S. Kinsey, Esquire
KROGER, GARDIS & REGAS, L.L.P.
Suite 900
111 Monument Circle
Indianapolis, Indiana 46204-5175
Telephone No.: (317) 692-9000


                         ASSIGNMENT OF RENTS AND LEASES


     THIS ASSIGNMENT, made as of the date appearing at the end hereof, by UNITED
ACQUISITION,  INC.,  an  Indiana  corporation,  with a mailing  address of 19985
County Road 8 Bristol, Indiana 46507 (hereinafter called "Assignor") in favor of
FIRST INDIANA BANK, a federal  savings bank with a mailing  address of 135 North
Pennsylvania,  Suite  1900,  Indianapolis,  Indiana  46204  (hereinafter  called
"Assignee").

                                   WITNESSETH

     Assignor,  for good and  valuable  consideration,  the  receipt of which is
hereby acknowledged,  does hereby absolutely and unconditionally grant, bargain,
sell,  transfer,  assign,  convey, set over and deliver unto Assignee all right,
title and  interest of Assignor in, to and under all written and oral leases and
rental agreements of the real estate located in St. Joseph County, Michigan, and
legally  described in Exhibit "A" attached hereto and  incorporated  herein (the
"Property"),  whether  now in  existence  or  hereafter  entered  into,  and all
guaranties,  amendments,  extensions,  renewals and subleases of said leases and
any of them, all of which are hereinafter called the "Leases," all rents, income
and  profits  which may now or  hereafter  be or become  due or owing  under the
Leases,  and any of them,  or on account of the use of the  Property,  any award
hereafter made in any bankruptcy, insolvency or reorganization proceeding in any
state or federal court  involving any of the tenants of the Leases,  and any and
all payments made by such tenants in lieu of rent.

     This Assignment is made for the purpose of securing:

     A.   The payment of the indebtedness  (including any extensions or renewals
          thereof)  evidenced by a certain  promissory  note of Assignor of even
          date  herewith  for  a  revolving   line  of  credit  in  the  maximum
          outstanding   aggregate   principal  amount  of   $3,500,000.00   (the
          "Revolving  Note"), a certain promissory note of Assignor of even date
          herewith in the principal  amount of $291,000.00  (the "Term Note"), a
          certain  promissory  note of  Assignor  of even date  herewith  in the
          principal  amount  of  $1,116,000.00   ("Term  Note  II"),  a  certain
          promissory  note of  Assignor of even date  herewith in the  principal
          amount of $1,750,000.00 ("Term Note III")(the Revolving Note, the Term
          Note,  Term  Note II and Term  Note III are  hereinafter  collectively
          referred  to as the  "Notes").  The  Notes  are  secured  by a certain
          Leasehold Mortgage (the "Mortgage") of even date herewith  encumbering
          the  Property  and are issued  pursuant  to the terms of that  certain
          Credit  Agreement  entered  into by and between the  Assignor  and the
          Assignee dated as of even date herewith (as such Credit  Agreement may
          hereafter be amended,  modified, or restated, the "Credit Agreement");
          and

     B.   The payment of all other sums with interest  thereon  becoming due and
          payable to Assignee under the provisions of the Mortgage and any other
          instrument constituting security for the Notes; and

     C.   The  performance  and  discharge of each and every term,  covenant and
          condition  contained in the Notes, the Credit Agreement,  the Mortgage
          and any other instrument constituting security for the Notes.

     Assignor  represents,  warrants,  covenants  and agrees  with  Assignee  as
follows:

     1.   The sole ownership of the entire lessor's interest in the Leases is or
          shall be vested in  Assignor,  and  Assignor  has not,  and shall not,
          perform any acts or execute any other  instruments which might prevent
          Assignee  from fully  exercising  its flights  under any of the terms,
          covenants and conditions of this Assignment.

     2.   The Leases are and shall be valid and  enforceable in accordance  with
          their terms and have not been altered, modified, amended,  terminated,
          canceled,  renewed  or  surrendered  nor  have  any of the  terms  and
          conditions  thereof  been  waived in any manner  whatsoever  except as
          approved in writing by Assignee.

     3.   Assignor  shall not  materially  alter the term or the  amount of rent
          payable  or the term of any  Lease  without  notice  to  Assignee  and
          Assignee's consent, which shall not be unreasonably withheld.

     4.   To the best of its knowledge, there are no defaults now existing under
          any of the Leases and there exists no state of facts  which,  with the
          giving of notice or lapse of time or both,  would constitute a default
          under any of the Leases.

     5.   Assignor  shall give prompt notice to Assignee of any notice  received
          by  Assignor  claiming  that a default has  occurred  under any of the
          Leases on the part of Assignor,  together  with a complete copy of any
          such notice.

     6.   Each of the Leases shall remain in full force and effect  irrespective
          of any merger of the  interest  of lessor and any lessee  under any of
          the leases.

     7.   Assignor will not permit any Lease to become  subordinate  to any lien
          other than the lien of the Mortgage.

     8.   There are no existing Leases for the Property.

     The parties further agree as follows:

     This  Assignment  is an  absolute,  present  assignment  from  Assignor  to
Assignee,  effective  immediately,  and is not merely an assignment for security
purposes.  Notwithstanding the foregoing, until a notice is sent to the Assignor
in writing that a default has  occurred  under the terms and  conditions  of the
Notes or any other  instrument  constituting  additional  security for the Notes
(which notice is hereafter called a "Notice"),  Assignor is granted a license to
receive,  collect  and enjoy the rents,  income and  profits  accruing  from the
Property.

     In the event of any default at any time in the Notes, Mortgage or any other
Loan Document as defined in the Mortgage  constituting  additional  security for
the Notes,  Assignee may, at its option, after service of a Notice,  receive and
collect  all such  rents,  income  and  profits  as they  become  due,  from the
Property.  Assignee  shall  thereafter  continue to receive and collect all such
rents,  income and profits, as long as such default or defaults shall exist, and
during  the  pendency  of  any  foreclosure  proceedings,  and  if  there  is  a
deficiency,  during any redemption  period.  All sums received by Assignor after
service  of such  Notice  shall  be  deemed  received  in  trust  and  shall  be
immediately turned over to Assignee.

     Assignor hereby irrevocably  appoints Assignee its true and lawful attorney
with power of substitution  and with full power for Assignee in its own name and
capacity or in the name and  capacity  of  Assignor,  from and after  service of
Notice, to demand,  collect,  receive and give complete acquittances for any and
all rents, income and profits accruing from the Property, either in its own name
or in the name of Assignor or otherwise,  which  Assignee may deem  necessary or
desirable  in order to collect and enforce the payment of the rents,  income and
profits.  Such  appointment  is coupled  with an  interest  and is  irrevocable.
Assignor  also  hereby  irrevocably  appoints  Assignee  as its true and  lawful
attorney  to  appear  in  any  state  or  federal  bankruptcy,   insolvency,  or
reorganization  proceeding  in any state or federal  court  involving any of the
tenants of the Leases.  Lessees of the Property are hereby expressly  authorized
and directed to pay any and all amounts due  Assignor  pursuant to the Leases to
Assignee or such nominee as Assignee may  designate in writing  delivered to and
received  by  such  lessees  who are  expressly  relieved  of any and all  duty,
liability or obligation to Assignor in respect of all payments so made.

     In the event of  default,  from and after  service of a Notice  Assignee is
hereby vested with full power to use all measures,  legal and equitable,  deemed
by it necessary or proper to enforce this  Assignment  and to collect the rents,
income and profits  assigned  hereunder,  including the right of Assignee or its
designee,  to enter upon the Property,  or any part thereof, and take possession
of all  or any  part  of the  Property  together  with  all  personal  property,
fixtures,  documents,  books, records,  papers and accounts of Assignor relating
thereto,  and  may  exclude  the  Assignor,  its  agents  and  servants,  wholly
therefrom.  Assignor  hereby  grants  full power and  authority  to  Assignee to
exercise all rights,  privileges  and powers herein granted at any and all times
after service of a Notice, with full power to use and apply all of the rents and
other  income  herein  assigned  to the  payment  of the costs of  managing  and
operating  the  Property  and of any  indebtedness  or  liability of Assignor to
Assignee,   including  but  not  limited  to  the  payment  of  taxes,   special
assessments,  insurance  premiums,  damage  claims,  the  costs of  maintaining,
repairing,  rebuilding  and  restoring  the  improvements  on the Property or of
making the same rentable, reasonable attorneys' fees incurred in connection with
the enforcement of this Assignment,  and of principal and interest  payments due
from  Assignor to Assignee on the Notes and the  Mortgage,  all in such order as
Assignee may  determine.  Assignee  shall be under no  obligation to exercise or
prosecute any of the rights or claims  assigned to it hereunder or to perform or
carry out any of the  obligations of the lessor under any of the Leases and does
not assume any of the  liabilities in connection  with or arising or growing out
of the  covenants  and  agreements  of  Assignor  in the  leases.  It is further
understood that this Assignment  shall not operate to place  responsibility  for
the control,  care, management or repair of the Property, or parts thereof, upon
Assignee,  nor shall it operate to make Assignee  liable for the  performance of
any of the terms and  conditions  of any of the Leases,  or for any waste of the
Property by any lessee under any of the Leases or any other  person,  or for any
dangerous or defective  condition of the Property or for any  negligence  in the
management,  upkeep,  repair or control  of the  Property  resulting  in loss or
injury or death to any lessee, licensee, employee or stranger.

     Waiver of or  acquiescence  by Assignee in any default by the Assignor,  or
failure of the Assignee to insist upon strict performance by the Assignor of any
covenants,  conditions or agreements in this Assignment,  shall not constitute a
waiver of any  subsequent  or other  default  or  failure,  whether  similar  or
dissimilar.

     The rights and remedies of Assignee under this Assignment are
cumulative and are not in lieu of, but are in addition to any other rights or
remedies which Assignee shall have under the Notes or any other instrument
constituting security for the Notes, or at law or in equity.

         If any term of this Assignment, or the application thereof to any
person or circumstances, shall, to any extent, be invalid or unenforceable, the
remainder of this Assignment, or the application of such term to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each term of this Assignment shall be valid and
enforceable to the fullest extent permitted by law.

     Any and all notices, elections,  demands, or requests permitted or required
to be made under this Assignment,  including without limitation a Notice,  shall
be in writing,  signed by the party  giving  such  notice,  election,  demand or
request, and shall be delivered personally,  by telegram, or sent by registered,
certified, or Express United States mail, postage prepaid, or by Federal Express
or similar  service  requiring a receipt,  to the other party at the address set
forth above,  or to such other party and at such other address within the United
States of America as any party may  designate  as provided  herein.  The date of
receipt of such notice, election, demand or request shall be the earliest of (i)
the date of actual  receipt,  (ii)  three (3) days  after the date of mailing by
registered  or  certified  mail,  (iii) one (1) day after the date of mailing by
Express  Mail, or the delivery (for  redelivery)  to Federal  Express or another
similar service  requiring a receipt,  or (iv) the date of personal delivery (or
refusal upon presentation for delivery).

     Assignor  hereby  authorizes  Assignee  to  give  written  notice  of  this
Assignment, which may include a copy hereof, at any time to any tenant under any
of the Leases.

     The terms "Assignor" and "Assignee" shall be construed to include the legal
representatives,  successors and assigns thereof.  The gender and number used in
this  Assignment are used as a reference term only and shall apply with the same
effect whether the parties are of the masculine or feminine gender, corporate or
other form, and the singular shall likewise include the plural.

     This  Assignment  may not be  amended,  modified  or changed  nor shall any
waiver of any  provisions  hereof be effective,  except only by an instrument in
writing  and  signed  by the  party  against  whom  enforcement  of any  waiver,
amendment, change, modification or discharge is sought.

     Notwithstanding  anything  contained  herein to the  contrary,  in no event
shall this  Assignment  be deemed to reduce the  indebtedness  evidenced  by the
Notes by an amount in excess of the actual  amount of cash  received by Assignee
under the Leases,  whether before, during or after the occurrence of an Event of
Default,  and  Assignor  acknowledges  that in no event  shall the  indebtedness
secured  hereby be reduced  by the value from time to time of the rents,  income
and profits of or from the Property.  In addition,  Assignee reserves the right,
at any time,  whether before or after the occurrence of an Event of Default,  to
recharacterize  this  Assignment  as  merely   constituting   security  for  the
indebtedness of Assignor to Assignee,  which recharacterization shall be made by
written notice delivered to Assignor.  Assignee's receipt of any rents,  issues,
and profits  pursuant to this  Assignment  after the  institution of foreclosure
proceedings, either by court action or by the private power of sale contained in
any  mortgage or deed of trust now or hereafter  securing  the Notes,  shall not
cure an Event of Default, as defined in the Notes, or affect such proceedings or
sale.

     IN WITNESS  WHEREOF,  the said  Assignor has caused this  instrument  to be
signed and sealed as of the ___ day of July, 2001.


Signed and acknowledged                    UNITED ACQUISITION, INC., an Indiana
in the presence of:                        corporation

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

___________________________________        By: ________________________________
         (Printed name)
                                           ------------------------------------
                                           (Printed name and title)

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

-----------------------------------
         (Printed name)


<PAGE>


STATE OF _____________  )
                        )SS:
COUNTY OF ____________  )

     Before  me,  a  Notary  Public  in and  for the  above  County  and  State,
personally  appeared   ________________,   the  ____________________  of  UNITED
ACQUISITION,  INC., an Indiana corporation, who as such officer acknowledged the
execution of the  foregoing  Assignment of Rents and Leases for and on behalf of
said corporation this _____ day of July, 2001.


                                   Signature: ___________________________

                                   Printed: _____________________________
                                                Notary Public

My Commission Expires: ______________

My County of Residence: ______________




<PAGE>


                                   EXHIBIT "A"
                                Legal Description

     All that real estate in St. Joseph County, Michigan, described as follows:


     A Parcel of Land  being  located  in the  Fractional  Southwest  Quarter of
     Section 6, Town 8 South,  Range 12 West,  Mottville  Township,  St.  Joseph
     County, Michigan, more particularly described as follows:

     Commencing  at the  intersection  of  Cecelia  Street  and Union  Street as
     monumented with a pipe,

     THENCE South 89 degrees 44 minutes 10 seconds West for a distance of 390.12
     feet  along  the  Centerline  of  said  Cecelia  Street  to  the  northerly
     projection  of the East  line of  Section  19  (Block  19) of  Stewart  and
     Holabird's  Addition to the Village of  Mottville  according to the Plat of
     Record  in the  Office of the  Register  of Deeds  for St.  Joseph  County,
     Michigan  in Liber C of Deeds  on Page  272;  THENCE  South 00  degrees  10
     minutes 45 seconds East for a distance of 350.14 feet along said  extension
     and said East line to the Southeast Corner of said Section 19 (Block 19) as
     monumented  with a pipe,  being the  POINT OF  BEGINNING;  THENCE  South 89
     degrees 30 minutes 56 seconds  East for a distance  of 26.00  feet;  THENCE
     South 00 degrees: 16 minutes 02 seconds East for a distance of 438.47 feet;
     THENCE  South 89 degrees 50 minutes 55 seconds West for a distance of 28.00
     feet;  THENCE North 00 degrees 00 minutes 21 seconds West for a distance of
     438.76 feet to the POINT OF BEGINNING.

     Together  with and subject to covenants,  easements,  and  restrictions  of
     record. Said property contains 0.272 acres more or less.


<PAGE>