EXHIBIT 10.24

                                 PROMISSORY NOTE

$-------------------
  Total Amount of Note

For value received, the undersigned (hereinafter referred to as "Maker"),
promises to pay to the order of Star Financial Bank at the office of Star
Financial Bank located at 102 West Van Buren, Columbia City, Indiana 46725 the
sum of __________________________________________________________ which
represents principal and interest pre-computed over the term hereof; payable in
eighty-five (85) combined principal and interest payments as follows:

EQUAL
SUCCESSIVE
MONTHLY
PAYMENTS

OTHER                   (b) $_________ (representing the first payment) be-
THAN EQUAL              ginning on _____________. The remaining pay-
SUCCESSIVE              ments are due on the tenth day of each month
MONTHLY                 thereafter based on the following schedule:
PAYMENTS
                        Payments two through eighty-four @ $___________
                        Payment eighty-five @ $___________

Any payment not made when due shall, at the option of the holder, bear late
charges thereon calculated at the rate of 5% of the payment amount, but in no
event greater than the highest rate permitted by relevant law. The Maker, any
endorsers, guarantors and any other persons obligated hereon, (i) agree that the
holder may grant to any one or more of them extensions of the time for payment
of this note and/or the maturity of any payment or payments, in whole or in
part, without limit as to the number of such extensions, or the period or
periods thereof and (ii) waive presentation for payment, demand for payment,
notice of nonpayment or dishonor, protest and notice of protest, and notice of
the holder's election to accelerate the unpaid balance of all remaining
payments.

This note is secured by that certain Security Agreement dated ______________,
between the above named payee and maker hereof.

                                         DW Leasing Company, LLC

                                        --------------------------------
                                         Name of Individual, Corporation or
                                         Partnership
                                      By: /s/ Timothy S. Durham, Chairman & CEO


<PAGE>


STAR FINANCIAL BANK
102 West Van Buren
Columbia City, Indiana 46725

                                    GUARANTY

                                              Customer: DW Leasing Company, LLC

                                              Customer Number:

                                              Document Date:

      As part of the consideration for the execution of the foregoing
Document(s) by STAR FINANCIAL BANK, and in order to induce the execution
thereof, the undersigned guarantors do each jointly and severally guarantee
payment by Customer therein designated, of all sums to be paid by said Customer
under the terms thereof, and do further guaranty full performance of all acts by
the Customer to be performed thereunder. This guarantee is absolute, continuing
and unlimited without regard to the reliability, validity or enforceability of
any liability or obligation of the Customer hereby guaranteed; and STAR
FINANCIAL BANK, its successors or assigns, shall not be required to proceed
first against Customer, or against any other person, firm or corporation, or
against any collateral security held by STAR FINANCIAL BANK, before resorting to
the undersigned guarantors, or either of them, for payment. The undersigned do
each hereby consent to the forbearance by STAR FINANCIAL BANK for failure of
STAR FINANCIAL BANK to enforce any of the rights of STAR FINANCIAL BANK against
Customer and further does hereby consent to the granting of consent by STAR
FINANCIAL BANK to any modifications of the Documents which do not increase the
amount payable thereunder. Further, the undersigned do each waive notice of, and
do hereby consent to the release or any other application of any collateral
security by STAR FINANCIAL BANK. This guarantee shall be binding upon the heirs,
executors, administrators, successors and assigns of the the undersigned, and
shall inure to the benefit of the successors and assigns of STAR FINANCIAL BANK.

       The undersigned hereby acknowledge that there exists and will hereafter
 exist economic and business contracts and activities between Customer and the
 undersigned which will be of benefit to the undersigned and the guaranty by the
 undersigned of Customer's obligations hereunder will result in direct financial
 benefit to the undersigned.

       IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals at Indianapolis, Indiana this _______ day of ------------.

Witness

---------------------------        ---------------------------
Brian A. Paras                      Timothy S. Durham

---------------------------        ---------------------------
Brian A. Paras                       Pyramid Coach, Inc.
                                     Federal ID#: 62-1644908

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

































                                    Page two
                               Star Financial Bank
                                Guaranty document



<PAGE>


STAR FINANCIAL BANK
102 West Van Buren
Columbia City, Indiana 46725

                                    GUARANTY

                                           Customer: DW Leasing Company, LLC

                                           Customer Number:

                                           Document Date:

      As part of the consideration for the execution of the foregoing
Document(s) by STAR FINANCIAL BANK, and in order to induce the execution
thereof, the undersigned guarantee do each jointly and severally guarantee
payment by Customer therein designated, of all sums to be paid by said Customer
under the terms thereof, and do further guaranty full performance of all acts by
the Customer to be performed thereunder. This guarantee is absolute, continuing
and unlimited without regard to the reliability, validity or enforceability of
any liability or obligation of the Customer hereby guaranteed; and STAR
FINANCIAL BANK, its successors or assigns, shall not be required to proceed
first against Customer, or against any other person, firm or corporation, or
against any collateral security held by STAR FINANCIAL BANK, before resorting to
the undersigned guarantors, or either of them, for payment. The undersigned do
each hereby consent to the forbearance by STAR FINANCIAL BANK for failure of
STAR FINANCIAL BANK to enforce any of the rights of STAR FINANCIAL BANK against
Customer and further does hereby consent to the granting of consent by STAR
FINANCIAL BANK to any payable thereunder. Further, the undersigned do each waive
notice of, and do hereby consent to the release or any other application of any
collateral security by STAR FINANCIAL BANK. This guarantee shall be binding upon
the heirs, executors, administrators, successors and assigns of the the
undersigned, and shall inure to the benefit of the successors and assigns of
STAR FINANCIAL BANK.

       The undersigned hereby acknowledge that there exists and will hereafter
 exist economic and business contracts and activities between Customer and the
 undersigned which will be of benefit to the undersigned and the guaranty by the
 undersigned of Customer's obligations hereunder will result in direct financial
 benefit to the undersigned.

       IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals at Indianapolis, Indiana this ____________ day of
  ----------------.

Witness

/s/                                   /s/ Terry Whitesell
---------------------------        ---------------------------
                                      Terry Whitesell




<PAGE>


STAR FINANCIAL BANK
102 West Van Buren
Columbia City, Indiana 46725

                               SECURITY AGREEMENT

1. Grant of Security Interest; Description of Collateral.

         Debtor grants to Secured Party a security interest in the property
described below, along with all present and future and after acquired
attachments, repairs, repair parts, spare parts, accessions, improvements,
additions, and accessories thereto and replacements and proceeds thereof,
including amounts payable under any insurance policy, all hereinafter referred
to collectively as "Collateral":

                            SEE ATTACHED SCHEDULE "A"

2. What Obligations the Collateral Secures.

         Each item of the Collateral shall secure the amount which Debtor is
obligated to pay to Secured Party under the Note referenced in Paragraph 3
below, all obligations of Debtor provided for herein, and all other present and
future indebtedness or obligations of Debtor to Secured Party of every kind and
nature whatsoever (hereinafter the Obligations")

3. Promise to Pay; Terms and Place of Payment.

     Debtor    promises    to   pay    Secured    Party   the   total   sum   of
___________________________________________   as   evidenced   by  that  certain
promissory  note (the "Note") of even date herewith  executed by Debtor in favor
of Secured Party,  together with interest payable thereon,  all at the times and
in the manner set forth in the Note.

4. Use and Location of Collateral.

         Debtor warrants and agrees that the Collateral is to be used solely
for:

  (x) business or commercial purposes (other than agricultural),

  ( ) agricultural purposes, or

  ( ) both agricultural and business or commercial purposes.

                   1219 New Hope Road             Joelton  Davidson Tennessee
  Location:___________________________________________________________________
                    Address                      City       County      State

         Debtor and Secured Party agree that regardless of the manner of
  affixation, the Collateral shall remain personal property and not become part
  of the real estate. Debtor agrees to keep the Collateral at the location set
  forth above and will notify Secured Party in writing of any change in the
  location of the Collateral within such State within thirty (30) days after
  such change, but will not remove the Collateral from such state without prior
  written consent of Secured Party.

5. Late Charges.

         Any payment upon any obligation not made when due shall, at the option
  of Secured Party, bear late charges thereon calculated at the rate of 5% of
  the payment amount, but in no event greater than the highest rate permitted by
  relevant law.

6. Debtor's Warranties and Representations.

         Debtor warrants and represents:

          a.   That  Debtor is justly  indebted  to  Secured  Party for the full
               amount evidenced by the Note;

          b.   That the  security  interest  granted to  Secured.  Party  herein
               constitutes a valid lien upon all of the Collateral;

          c.   That the  Debtor's  principal  place of business is 1219 New Hope
               Road, Davidson County, Joelton, Tennessee:

          d.   That no portion of the  Collateral  is intended for, nor shall be
               used for any family, household, or personal purposes;

          e.   That,  except  for the  security  interest  granted  hereby,  the
               Collateral  is free from and will be kept  free  from all  liens,
               claims, security interests and encumbrances;

          f.   That  no  financing  statement  covering  the  Collateral  or any
               proceeds thereof is on file in favor of anyone other than Secured
               Party, but if such other financing  statement is on file,  Debtor
               covenants   and  agrees  to  cause  same  to  be   terminated  or
               subordinated  to the security  interest  hereby  created,  at the
               Secured Party's option;

          g.   That all  information  supplied and statements  made by Debtor in
               any financial,  credit or accounting statement or application for
               credit  prior to,  contemporaneously  with or  subsequent  to the
               execution  of  this  Security  Agreement  with  respect  to  this
               transaction  are and shall be true,  correct,  valid and genuine;
               and

          h.   That  Debtor  has full  authority  to enter  into  this  Security
               Agreement  and in so doing it is not  violating  its  charter  or
               by-laws,  any law or regulation or agreement  with third parties,
               and it  has  taken  all  such  action  as  May  be  necessary  or
               appropriate to make this Security Agreement binding upon it.


<PAGE>


7. Debtor's Agreements.

      In addition to each and every other agreement and covenant of Debtor
herein, Debtor agrees and covenants:

          a.   To defend at Debtor's own cost any action,  proceeding,  or claim
               affecting the Collateral;

          b.   To pay  reasonable  attorneys'  fees (at least 15% of the  unpaid
               balance if not prohibited by law) and other expenses  incurred by
               Secured Party in enforcing its rights  against  Debtor under this
               Security Agreement;

          c.   To pay  promptly all taxes,  assessments,  license fees and other
               public or private  charges  when levied or  assessed  against the
               Collateral or this Security Agreement;  and this obligation shall
               survive the termination of this Security Agreement;

          d.   To give Secured  Party  written  notice of any change in Debtor's
               name or principal place of business within thirty (30) days after
               such change;

          e.   To use the Collateral in strict  compliance with all laws, rules,
               regulations,  and ordinances applicable. to the Collateral and/or
               Debtor's business;

          f.   That, if a  certificate  of title is required or permitted by law
               for any  portion of the  Collateral,  Debtor  shall  obtain  such
               certificate with respect to the Collateral,  showing the security
               interest of Secured Party thereon, and in any event do everything
               necessary  or  expedient  to  preserve  or perfect  the  security
               interest of Secured Party;

          g.   That  Debtor  will  not  misuse,  fail to  keep  in good  repair,
               secrete,  or without the prior written  consent of Secured Party,
               sell rent,  lend,  encumber or transfer in any manner  whatsoever
               any of the Collateral  notwithstanding  Secured  Party's right to
               proceeds;

          h.   That Secured Party may enter upon  Debtor's  premises or wherever
               the  Collateral  or any  portion  thereof  may be  located at any
               reasonable  time to inspect the Collateral and Debtor's books and
               records  pertaining  to the  Collateral,  and Debtor shall assist
               Secured party in making such inspection; and

          i.   That the  security  interest  granted by Debtor to Secured  Party
               shall continue effective irrespective of the payment of the Note,
               so long as  there  are any  obligations  of any  kind,  including
               obligations  under  guaranties or assignments,  owed by Debtor to
               Secured Party, provided, however, upon any assignment of Security
               Agreement,  the  Assignee  shall  thereafter  be  deemed  for the
               purpose of this  Paragraph  the Secured Party under this Security
               Agreement.

8. Insurance and Risk of Loss.

      All risk of loss, damage to, or destruction of the Collateral shall at all
times be on Debtor. Debtor will procure forthwith and maintain at Debtor's
expense insurance against all risks of loss or physical damage to the Collateral
for the full insurable value thereof for so long as any Obligation remains
unpaid. In addition, Debtor shall procure and maintain breach of warranty
insurance and such other insurance upon the Collateral and with respect to
Debtor's business, in amounts and against such risks as Secured Party may
specify, and Debtor shall promptly deliver each policy to Secured Party with a
standard long-form mortgagee endorsement attached thereto showing loss payable
to Secured Party and providing Secured Party with not less than 30 days written
notice of cancellation. Furthermore, each such policy shall be in form, terms
and amount and with insurance carriers satisfactory to Secured Party. No act or
omission of Debtor or any of its officers, agents, employees, or representatives
shall affect the obligations of the insurer to pay the full amount of any loss.

      Debtor hereby assigns to Secured Party any monies which may become payable
under any such policy of insurance and irrevocable constitutes and appoints
Secured Party as Debtor's attorney in fact (a) to hold each original insurance
policy,(b) to make, settle and adjust claims under each policy of insurance, (c)
to make claims for any monies which may become payable under such and other
insurance on the Collateral, including returned or unearned premiums, and (d) to
endorse Debtor's name on any check, draft or other instruments received in
payment of claims or returned or unearned premiums. under each policy and to
apply the funds to the payment of the indebtedness owing to Secured Party;
provided, however, Secured Party is under no obligation to do any of the
foregoing.

       If Debtor does not discharge taxes and other liens, assessments,
 encumbrances, or charges at any time levied or placed on the Collateral, does
 not pay premiums for insurance on the Collateral before any of such charges
 become delinquent, or otherwise fails to observe any agreement or covenant set
 forth herein, Secured Party may, in its discretion, pay such charges, insurance
 or otherwise perform such acts and things and incur obligations in order to
 itself cure any such breach by Debtor hereof. Secured Party may, at its
 discretion, and at least ten (10) days after written notice thereof to Debtor,
 order and pay for the repair, maintenance, and preservation of the Collateral.
 Upon demand, Debtor shall reimburse Secured Party for any payment made or
 expense incurred (including attorney's fees and legal expenses) by Secured
 Party pursuant to the foregoing authorization, together with interest on the
 amount of such payment or expense at the rate set forth in Paragraph 5 above
 from the date of such payment.

9. Events of Default; Acceleration.

      A very important element of this Security Agreement is that Debtor make
all its payments promptly as agreed and that the Collateral continue to be in
good condition and adequate security for the indebtedness. The following are
events of default under this Security Agreement which will allow Secured Party
to take such action under this Paragraph and under Paragraph 10 as it deems
necessary:

          a.   Any of Debtor's obligations are not paid when due;

          b.   Debtor breaches any warranty or provision  hereof, or of any note
               or of any other  instrument  or agreement  delivered by Debtor to
               Secured Party in connection with this or any other transaction;

          c.   Debtor  dies,  becomes  insolvent  or ceases to do  business as a
               going concern;

          d.   It is determined  that Debtor has given Secured Party  materially
               erroneous  or  misleading  information  regarding  its  financial
               condition;

          e.   Any of the Collateral is lost or destroyed;

          f.   A petition or  complaint  in  bankruptcy  or for  arrangement  or
               reorganization or for relief under any insolvency law is filed by
               or against  Debtor,  of Debtor  admits its  inability  to pay its
               debts as they mature;

          g.   Property of Debtor is attached  or a receiver  is  appointed  for
               Debtor;

          h.   Whenever  Secured  Party in good faith  believes  the prospect of
               payment or  performance is impaired or in good faith believes the
               Collateral is insecure;

          i.   Any guarantor,  surety or endorser for Debtor dies or defaults in
               any  obligation  or  liability  to Secured  Party or any guaranty
               obtained in  connection  with this  transaction  is terminated or
               breached.

       If Debtor shall be in default hereunder, the obligations, if Secured
  Party shall so elect, shall become immediately due and payable and the unpaid
  principal balance under the Note and any other then-due obligation shall bear
  interest at the rate of 18% per annum (but in no event greater than the
  hightest rate permitted of by relevant law) until paid in full. As part of the
  consideration for making this loan, the parties agree that, for the purpose of
  determining the amount which Secured Party is entitled to recover in the event
  of a default, the term "principal" shall include all sums advanced or
  disbursed by Star Financial Bank to any other party on behalf of Debtor or
  toward satisfaction of any obligation of Debtor, and all sums not advanced to
  or on behalf of Debtor but advanced to a third party in the nature of a
  broker's or finder's fee.

 10.    Secured Party's Remedies After Default; Consent to Enter Premises.

      Upon Debtor's default and at any time thereafter, Secured Party shall have
all rights and remedies of a secured party under the Uniform Commercial Code
then in effect and any other applicable laws, including the right to any
deficiency remaining after disposition of the Collateral for which Debtor hereby
agrees to remain full liable. Debtor agrees that Secured Party, by itself or its
agent, to the extent permitted by law, may without notice to any person and
without judicial process of any kind, enter into any premises or upon any land
owned, leased or otherwise under the real or apparent control of Debtor or any
agent of Debtor where collateral may be or where Secured Party believes the
Collateral may be, and disassemble, render unusable and/or repossess all or any
item of the Collateral, disconnecting and separating all Collateral from any
other property. Debtor expressly waives all further rights to possession of the
Collateral after default and all claims for injuries suffered through or loss
caused by such entering and/or repossession. Secured Party may require Debtor to
assemble the Collateral and return it to Secured Party at a place to be
designated by Secured Party which is reasonably convenient to both parties.

      Secured Party will give Debtor reasonable notice of the time and place of
any public sale of the Collateral or of the time after which any private sale or
any other intended disposition of the Collateral is to be made. Unless otherwise
provided by law, the requirement of reasonable notice shall be met if such
notice is mailed, postage prepaid, to the address of Debtor shown herein at
lease ten (10) days before the time of the sale or disposition.

      Expenses of retaking, holding, preparing for sale, selling and the like
shall include reasonable attorney's fees and other legal expenses. Debtor
understands that Secured Party's rights are cumulative and not alternative.

  11.    Waiver of Defaults; Agreement Inclusive.

      Secured Party may in its sole discretion waive a default, or cure, at
Debtor's expense, a default. Any such waiver in a particular instance or of
a-particular default shall not be a waiver of other defaults or the same kind of
default at another time. No modification or change in this Security Agreement or
any related note, instrument or agreement shall bind Secured Party unless in
writing signed by Secured Party. No oral agreement shall be binding.

12. Financing Statements; Certain Expenses.

      If permitted by law, Debtor authorizes and appoints as attorney-in-fact
Secured Party to file financing statements from time to time with respect to the
Collateral signed only by Secured Party, and to file a carbon, photograph or
other reproduction of this Security Agreement or of a financing statement. At
the request of Secured Party, Debtor shall execute any financing statements,
agreements or documents, in form satisfactory to Secured Party which Secured
Party may deem necessary or advisable to establish and maintain a perfected
security interest in the Collateral, and will pay the cost of filing or
recording the same in all public offices deemed necessary or advisable by
Secured Party. Debtor also agrees to pay all costs and expenses incurred by
Secured Party in conducting UCC, tax or other lien searches against the Debtor
or the Collateral and such other fees as may be agreed.

  13. Waiver of Defenses Acknowledgment.

       If Secured Party assigns this Security Agreement to a third party
("Assignee"), then after such assignment:

          a.   Debtor will make all payments  directly to such  Assignee at such
               place as Assignee may from time to time designate in writing;

          b.   Debtor agrees that it will settle all claims,  defenses,  setoffs
               and counterclaims it may have against Secured Party directly with
               Secured  Party  and  will  not set up any  such  claim,  defense,
               setoff, or counterclaim  against  Assignee,  Secured Party hereby
               agreeing to remain responsible therefore;

          c.   Secured Party shall not be  Assignee's  agent for any purpose and
               shall  have no  authority  to  change  or  modify  this  Security
               Agreement or any related document or instrument; and

          d.   Assignee  shall have all of the rights  and  remedies  of Secured
               Party hereunder but none of Secured Party's obligations.

14. Miscellaneous.

      Debtor waives all exemptions. Secured Party may correct patent errors
herein and fill in such blanks as serial numbers, date of first payment and the
like. Any provisions hereof contrary to, prohibited by or invalid under
applicable laws or regulations shall be inapplicable and deemed omitted
herefrom, but shall not invalidate the remaining provisions hereof.

      No transfer, renewal, extension, or assignment of this instrument, the
Obligations secured, or any interest hereunder, and no loss, damage, or
destruction of the Collateral, and no taking of security in other collateral,
shall release Debtor from this instrument or the obligations secured hereunder.

      Except as otherwise provided herein or by applicable law, the Debtor shall
have no right to prepay the indebtedness described in Paragraph 3, or in any
promissory note executed in connection with this Security Agreement. Debtor and
Secured Party each hereby waive any right to a trial by jury in any action or
proceeding with respect to, in connection with, or arising out of this Security
Agreement. Debtor acknowledges receipt of a true copy and waives acceptance
hereof. If Debtor is a corporation, this Security Agreement is executed pursuant
to authority of its Board of Directors. Except where the context otherwise
requires, "Debtor" and "Secured Party" include the heirs, executors or
administrators, successors or assigns of those parties but nothing herein shall
authorize Debtor to assign this Security Agreement or its right in and to the
Collateral. If more than one Debtor executes this Security Agreement, their
obligations under this Security Agreement shall be joint and several. Time is of
the essence of this Security Agreement.

      If at any time this transaction would be usurious under applicable law,
then regardless of any provision contained in this Security Agreement or, in any
other agreement made in connection with this transaction, it is agreed that:

       a.       The total of all consideration which constitutes interest under
                applicable law that is contracted for, charged, or received upon
                this Security Agreement or any such other agreement shall under
                no circumstances exceed the maximum rate of interest authorized
                by applicable law and any excess shall be credited to the
                Debtor; and

       b.       If Secured Party elects to accelerate the maturity of, or if
                Secured Party permits Debtor to prepay the indebtedness, any
                amounts which because of such action would constitute interest
                may never include more than the maximum rate of interest
                authorized by applicable law, and any excess interest, if any,
                provided for in this Security Agreement or otherwise, shall be
                credited to Debtor automatically as of the date of acceleration
                or prepayment.

  15. Governing Law and Consent to Jurisdiction.

      This Security Agreement shall be deemed to have been executed and
delivered in the State of Indiana and such execution and delivery shall
constitute the transaction of business within such State by courts located
within such State. Any action hereupon shall be brought only within the state or
federal courts seated in Marion county, Indiana, and Debtor hereby consents to
and submits to the personal jurisdiction of such courts. This Security Agreement
and the right and obligations of the parties hereunder shall be construed and
interpreted in accordance with the laws of the State of Indiana.

16.      Individual Representation.

      The individual executing this Security Agreement on Debtor's behalf hereby
represents and warrants that he or she is signing on Debtor's behalf and that
such individual is fully authorized to do so.

Dated: _____________________

 Secured Party:                        Debtor:

 Star Financial Bank                   DW Leasing Company, LLC

 By_________________ Title             By /s/ Timothy S. Durham, Chairman & CEO

 102 West Van Buren                       502 Crossover Road
 --------------------------              -----------------------------
 Address                                 Address

  Columbia City IN       46725          Tupelo Mississippi 38801
 -----------------------------          -------------------------------------
  City       State    Zip Code           City            State      Zip Code



<PAGE>


                                   Schedule A

Quantity                                  Description of Collateral








Dated:

Secured Party:                        Debtor:

Star Financial Bank                   DW Leasing Company, LLC

By                      Title         By /s/ Timothy S. Durham, Chairman & CEO



<PAGE>


                   SCHEDULE OF MATERIAL DETAILS FOR LOANS FROM
                             STAR FINANCIAL BANK TO
                              DW LEASIG COMPAY, LLC


                                          Amount of Payments   Amount of Balloon
   Date of Loan     Amount of Loan No. of Payments                 Payments

3/15/2000         $   1,287,005.36   85       $   11,190.34   $   347,000.00
3/27/2000         $     721,493.36   85       $    6,260.04   $   195,650.00