<PAGE>

                           SECURITY AGREEMENT
                           ------------------

     THIS SECURITY AGREEMENT is made and entered into effective as of
the 28th day of December, 1999, by COMMONWEALTH PREMIUM FINANCE
CORPORATION, a Kentucky corporation whose address is 220 Lexington Green
Circle, Suite 600, Lexington, Kentucky 40503 (hereinafter referred to
as "Debtor"), and BANK ONE, KENTUCKY, NA, a national banking association
and its successors and assigns, whose address is 416 West Jefferson
Street, Louisville, Kentucky 40202 (hereinafter referred to as "Secured
Party").

     IT IS AGREED BY THE PARTIES AS FOLLOWS:

1.   For value received, Debtor does hereby grant unto Secured Party a
     security interest in and to all the collateral described in
     numerical Paragraph 2 hereof to secure all the indebtedness
     referred to in numerical Paragraph 3 hereof.

2.   The collateral covered by this Security Agreement is (a) all of
     Debtor's property described in EXHIBIT "A" hereto and any
                                    -----------
     supplemental exhibits thereto, and (b) all proceeds and products
     thereof (all of which collateral is hereinafter collectively
     referred to as the "Collateral").

3.   This Security Agreement is made as collateral security for:

     a.   the Renewal Revolving Credit Note dated December 28, 1999,
          made by Debtor payable to the order of Secured Party in the
          original principal amount of $2,500,000.00; and

     b.   all other liabilities and obligations of whatever kind or
          type of Debtor to Secured Party, including any other
          guarantees of the Debtor to Secured Party, whether created
          directly or acquired by Secured Party by assignment or
          otherwise, whether now existing or hereafter created,
          arising or acquired, absolute or contingent, joint or
          several, due or to become due (the foregoing obligations are
          herein collectively referred to as the "Indebtedness").

4.   Debtor represents and warrants to Secured Party that:

     a.   All of the Collateral is used or will be used for business
          purposes.

     b.   (i)  Debtor is the absolute owner of the legal and
          beneficial title to the Collateral, (exclusive of hereafter
          acquired, replacement or hereafter created items), and is in
          full possession thereof; and

          (ii) except as previously disclosed to Secured Party in
          writing, the collateral is free and clear of all liens,
          encumbrances and adverse claims whatsoever.

     c.   Debtor has the right to enter into this Security Agreement.


<PAGE>
<PAGE>

5.   Debtor covenants and agrees that:

     a.   Debtor shall defend the Collateral against all claims and
          demands of all persons.

     b.   Debtor shall not:

          (i)   permit any loan or security interest (other than
          Secured Party's security interest granted herein and those
          liens previously disclosed in writing to Secured Party) to
          attach to any of the Collateral;

          (ii)  permit any of the Collateral to be levied upon under
          any legal process; or

          (iii) dispose of or enter or agree to enter into any sale of
          any of the Collateral, without the prior written consent of
          Secured Party.

     c.   Debtor shall insure or have insured the Collateral for the
          benefit of Secured Party (who shall be the loss payee) in
          such amounts, for such risks and with such company as
          Secured Party may request, and promptly deliver all policies
          with respect thereto to Secured Party, or in the event
          Debtor at any time has not maintained and delivered to
          Secured Party such requested policies of insurance, Secured
          Party may, in its sole and absolute discretion and whether
          or not any Event of Default (as defined in this Security
          Agreement) has occurred, place and affect such insurance as
          Secured Party deems appropriate, at the Debtor's sole
          expense, and in the event Secured Party elects to pay for
          such insurance coverage, Debtor shall reimburse Secured
          Party for the amount(s) so paid plus interest thereon at the
          highest rate charged on any of the Indebtedness mentioned in
          Paragraph 3 of this Security Agreement.

     d.   Debtor shall preserve the value of the Collateral and
          maintain the Collateral in good condition, ordinary wear and
          tear excepted.

     e.   Debtor shall advise Secured Party in writing, at least
          thirty (30) days prior thereto, of any change in Debtor's
          place of business or mailing address, or any changes in the
          locations of the Collateral or new locations at which any of
          the Collateral is to be located.

     f.   Debtor shall not conduct business under any other name than
          that given above nor change or reorganize the type of
          business entity under which it does business except upon
          prior written approval of Secured Party which approval shall
          not be unreasonably withheld.  If such approval is given,
          Debtor guarantees that all documents, instruments and
          agreements demanded by Secured Party shall be prepared and
          filed at Debtor's expense before such change of name or
          business entity occurs.

                               Page -2-

<PAGE>
<PAGE>

     g.   Debtor shall execute and deliver to Secured Party, upon
          request, new UCC-1 Financing Statements describing the same
          Collateral specified herein for recordation, where necessary
          in Secured Party's sole discretion, to perfect Secured
          Party's security interest in the Collateral, and Debtor
          shall pay all filing and recording fees and filing and
          recording taxes in connection with the filing and/or
          recordation of such Financing Statements and, if paid by the
          Secured Party, Debtor will reimburse Secured Party therefor
          upon demand by Secured Party.

     h.   Debtor hereby irrevocably appoints Secured Party as Debtor's
          attorney-in-fact to do all acts and things which Secured
          Party may deem necessary or appropriate to perfect and
          continue perfected the security interest created by this
          Security Agreement and to protect and, in case of an Event
          of Default hereunder, collect and sell the Collateral
          including, but not limited to, the execution of the
          following in Debtor's name as Debtor's irrevocable attorney-
          in-fact:

          (i)   notifications and agreements to sell, where sale is
          permitted;

          (ii)  any documents or papers necessary or helpful to comply
          with the terms of any agreements relative to any of the
          collateral; and

          (iii) UCC-1 (and other) Financing Statements covering the
          Collateral, and the filing and recordation of same wherever
          Secured Party deems appropriate, with Debtor to reimburse
          Secured Party for all filing and recording fees, taxes and
          other expenses in connection therewith upon demand of
          Secured Party; provided, however, the power of attorney
          granted hereby shall survive the disability of the principal
          but when all the Indebtedness is fully paid and performed
          and Debtor has no obligations to or commitments for loan(s)
          from Secured Party, this power of attorney shall become null
          and void.

     i.   The Indebtedness shall be paid to Secured Party in
          accordance with the terms of the Renewal Revolving Credit
          Note.

     j.   Debtor shall comply in all respects with any other agreement
          between Debtor and Secured Party.

     k.   Debtor shall permit Secured Party and/or its agents to
          inspect and appraise the Collateral and inspect the books
          and records of Debtor, at all reasonable times and from time
          to time, and shall pay all reasonable expenses Secured Party
          may incur in connection with any such inspection(s) and
          appraisal(s).

6.   Events of Default.  The occurrence of any Event of Default as
     -----------------
     defined in the Loan Agreement or the other Loan Documents (as
     defined in the Loan Agreement) shall constitute an Event of
     Default hereunder.

                               Page -3-


<PAGE>
<PAGE>

7.   Remedies Upon Occurrence of Default.  Upon the occurrence of any
     -----------------------------------
     Event of Default as defined in Section 6 hereof, Secured Party
     shall have the following rights and remedies, in addition to all
     other rights and remedies provided by law, at equity or in the
     Loan Agreement and any other document or instrument relating to,
     securing or evidencing the Indebtedness, all of which shall be
     cumulative and may be exercised from time to time, either
     successively or concurrently:

     a.   To notify each account debtor or lessee of the Debtor who
          owes receivables or rents to Debtor and direct that all such
          receivables or rents be paid directly to Secured Party and
          applied to the Indebtedness;

     b.   To sell all or any of the Collateral in one (1) or more
          lots, and from time to time, upon ten (10) days prior
          written notice to Debtor of the time and place of sale
          (which notice Debtor hereby agrees is commercially
          reasonable), for cash or upon credit or for future delivery,
          Debtor hereby waiving all rights, if any, of marshaling the
          Collateral and any other security for the payment of the
          Indebtedness, and at the option and in the complete
          discretion of Secured Party, either:

          (i)  at a public sale or sales, and in one (1) or more
               lots; or

          (ii) at a private sale or sales, and in one (1) or more
               lots.

Secured Party may bid for and acquire the Collateral or any portion
thereof at any public sale, free from any redemption rights of Debtor,
all of which are hereby waived by Debtor.

     c.   To exercise all rights of a secured party under the Uniform
          Commercial Code of Kentucky and all other applicable law.

From time to time, Secured Party may, but shall not be obligated to,
postpone the time of any proposed sale of any of the Collateral, which
has been subject of a notice as provided above, and also, upon ten (10)
days prior written notice to Debtor (which notice Debtor hereby agrees
is commercially reasonable), may change the time and/or place of such
sale.

          (i)  In the case of any sale by Secured Party of the
               Collateral or any portion thereof on credit or for
               future delivery, which may be elected at the option
               and in the complete discretion of Secured Party, the
               Collateral so sold may, at Secured Party's option,
               either be transferred and/or delivered to the
               purchaser or retained by Secured Party until the
               selling price therefor is paid by the purchaser, but
               in either event Secured Party shall not incur any
               liability to Debtor in case of failure of the
               purchaser to pay for the Collateral so sold.  In case
               of any such failure, such Collateral may be again sold
               by Secured Party in the manner provided in this
               Paragraph 7.

          (ii) After deducting all of Secured Party's costs and
               expenses of every kind including, without limitation,
               reasonable legal fees and registration fees and

                               Page -4-



<PAGE>
<PAGE>

               expenses, if any, in connection with the sale of the
               Collateral, Secured Party shall apply the remainder of
               the proceeds of any sale or sales of the Collateral to
               the Indebtedness in such order Secured Party may
               select in its sole and absolute discretion.  All sales
               of Collateral shall be made in a commercially
               reasonable manner.  Secured Party shall not incur any
               liability as a result of the sale of the Collateral or
               any part thereof at any private sale or sales, and
               Debtor hereby waives any claim arising by reason of
               (1) the fact that the price or prices for which the
               Collateral or any portion thereof is sold at any
               private sale or sales is less than the price which
               would have been obtained at a public sale or sales or
               is less than the Indebtedness, even if Secured Party
               accepts the first offer received and does not offer
               the Collateral or any portion thereof to more than one
               offeree; (2) any delay by Secured Party in selling the
               Collateral following an Event of Default hereunder,
               even if the price of the Collateral thereafter
               declines; or (3) the immediate sale of the Collateral
               upon the occurrence of an Event of Default hereunder,
               even if the price of the Collateral should thereafter
               increase.

8.   Miscellaneous.
     -------------

     a.   Secured Party shall be under no duty or obligation to give
          Debtor notice of any rights or privileges relating to or
          affecting any Collateral held by Secured Party other than
          those notices required under the Loan Agreement.

     b.   All advances, charges, costs and expenses, including
          reasonable attorneys' fees to the extent allowed by law,
          incurred or paid by Secured Party in exercising any right,
          power or remedy conferred by the Renewal Revolving Credit
          Note, this Security Agreement or the Loan Agreement, or in
          the enforcement thereof, shall become a part of the
          Indebtedness secured hereunder and shall be paid to Secured
          Party by Debtor immediately and without demand, with
          interest thereon at the Default Rate charged on the
          Indebtedness.

     c.   Debtor waives any right to require Secured Party to (a)
          proceed against any person, (b) proceed against or exhaust
          any Collateral, or (c) pursue any other remedy in Secured
          Party's power.

     d.   Secured Party may, at any time, deliver the Collateral or
          any part thereof to Debtor and the receipt of Debtor shall
          be a complete and full acquittance for the Collateral so
          delivered and Secured Party shall thereafter be discharged
          from any liability or responsibility therefor.

     e.   This is a continuing Security Agreement and all the rights,
          powers and remedies hereunder shall apply to all past,
          present and future Indebtedness of Debtor to Secured Party,
          including that arising under successive transactions which
          shall either continue, increase or decrease the
          Indebtedness, or from time to time create new Indebtedness
          after all or any prior Indebtedness has been satisfied.

                               Page -5-


<PAGE>
<PAGE>

     f.   Until all of the Indebtedness shall have been paid in full,
          the power of sale and all other rights, powers and remedies
          granted to Secured Party hereunder shall continue to exist
          and may be exercised by Secured Party at any time.

     g.   The rights, powers and remedies given to Secured Party by
          this Security Agreement shall be in addition to all rights,
          powers and remedies given to Secured Party by virtue of the
          Loan Agreement, any other prior Security Agreements, any
          other agreement relating to the Indebtedness, and any
          statute or rule of law.  Secured Party may exercise its
          right of setoff with respect to the Indebtedness in the same
          manner as if the Indebtedness were unsecured.  Any
          forbearance or failure or delay by Secured Party in
          exercising any right, power or remedy hereunder shall not be
          deemed to be a waiver of such right, power or remedy, and
          any single or partial exercise of any right, power or remedy
          hereunder shall not preclude the further exercise thereof;
          and every right, power and remedy of Secured Party shall
          continue in full force and effect until such right, power or
          remedy is specifically waived by an instrument in writing
          executed by Secured Party.

     h.   In all cases where more than one party executes this
          Security Agreement, all words used herein in the singular
          shall be deemed to have been used in the plural where the
          context and construction so require, and the obligations and
          undertakings hereunder are joint and several.

     i.   The law of the Commonwealth of Kentucky applies to this
          Agreement and its construction and interpretation.

     j.   This Security Agreement shall bind Debtor and its successors
          and assigns and shall inure to the benefit of Secured Party
          and its successors and assigns.

     k.   Time shall be of the essence in the performance of each and
          every one of the obligations hereunder.

     l.   All covenants, representations, warranties, remedies and
          other terms provided in the Loan Agreement are incorporated
          herein by reference.

     m.   All notices and other communications given to or made upon
          any party hereto in connection with this Security Agreement,
          the Renewal Revolving Credit Note or any of the other Loan
          Documents shall, except as herein or therein otherwise
          expressly provided, be in writing, sent by certified or
          registered U.S. mail return receipt requested, as follows:
          (i) if to Debtor, at the address set forth hereinabove or at
          such other address as shall be designated by Debtor and (ii)
          if to Secured Party, at the address set forth hereinabove or
          at such other address as shall be specifically designated by
          Secured Party with a copy to Charles H. Binger, Thompson
          Coburn LLP, One Mercantile Center, Suite 3400, St. Louis,
          Missouri 63101.

                               Page -6-


<PAGE>
<PAGE>

     n.   In the event that any one or more of the provisions
          contained herein shall for any reason be held to be invalid,
          illegal, or unenforceable in any respect, such invalidity,
          illegality or unenforceability shall not affect any other
          provision hereof, shall not in any way impair or preclude
          enforcement of rights or remedies of Secured Party under
          Chapter 355 of the Kentucky Revised Statutes, or other
          applicable law and this Security Agreement shall be
          construed as if such invalid, illegal or unenforceable
          provision had never been contained herein.

9.   This Security Agreement may, in the sole discretion of Secured
     Party, be filed as a financing statement and Debtor agrees to also
     execute any additional financing statements with respect hereto
     which may be requested by Secured Party.  Secured Party may, in
     its sole discretion, provide this Security Agreement or any other
     document executed pursuant hereto or in connection herewith to any
     person or organization which is in any manner involved with any or
     all of the Collateral.  Secured Party shall be entitled to notify
     the person in possession of the Collateral, or any other person
     Secured Party deems appropriate, of the security interest herein
     granted and to notify such person or entity to forward all
     documents and payments with respect to the Collateral to Secured
     Party and otherwise, as Secured Party deems appropriate.

     IN TESTIMONY WHEREOF, witness the signature of the parties hereto,
to be effective the day, month and year first above written.

                              BANK ONE, KENTUCKY, NA,
                              a national banking association

                              BY: /s/ Mark Boison
                                 --------------------------------------

                              TITLE: First Vice President
                                    -----------------------------------
                                                        "SECURED PARTY"


                              COMMONWEALTH PREMIUM FINANCE
                              CORPORATION, a Kentucky corporation

                              BY: /s/ John R. Owens
                                 --------------------------------------

                              TITLE: Vice President
                                    -----------------------------------
                                                               "DEBTOR"

                               Page -7-


<PAGE>
<PAGE>

     EXHIBIT "A" TO FINANCING STATEMENT AND/OR SECURITY AGREEMENT
     ------------------------------------------------------------

     This property covered by this Financing Statement and/or Security
Agreement includes all of the Debtor's right, title and interest in, to
and under the following described property, whether now owned or
hereafter acquired by the Debtor, and whether now existing or hereafter
created, arising, accruing, incurred or entered into (all of which
hereinafter collectively called the "Collateral"):

1.   Each and every "Account", as such term is defined in the Uniform
Commercial Code of the State of Kentucky, and in any event shall
include, but not be limited to, all of the Debtor's rights to payment
for goods sold or leased or services performed by the Debtor whether now
in existence or arising from time to time hereafter, including, without
limitation, rights evidenced by an account, accounts receivables, note,
contract, security agreement, chattel paper, or other evidence of
indebtedness or security, whether or not such right(s) to payment has
been earned by performance, and whether or not such right(s) to payment
is evidenced by any document, instrument or chattel paper, together with
(a) all security pledged, assigned, hypothecated or granted to or held
by the Debtor to secure the foregoing, (b) all of the Debtor's right,
title and interest in and to any goods, the sale of which gave rise
thereto, (c) all guarantees, endorsements and indemnifications on, or
of, any of the foregoing, (d) all powers of attorney for the execution
of any evidence of indebtedness or security or other writing in
connection therewith, (e) all books, correspondence, credit files,
records, ledger cards, invoices, and other papers relating thereto,
including, without limitation, all tapes, cards, computer runs and other
papers and documents in the possession or under the control of the
Debtor or any computer bureau from time to time acting for the Debtor,
(f) all evidences of the filing of financing statement and other
statements and the registration of other instruments in connection
therewith and amendments thereto, notices to other creditors or secured
parties, and certificates from filing or other registration officers,
(g) all credit information, reports and memoranda relating thereto, and
(h) all other writings related in any way to the foregoing.

2.   All "Chattel Paper", as such term is defined in the Uniform
Commercial Code in the state of Kentucky, in which Debtor now has or
hereafter acquires any rights and wherever located and, in any event,
shall include a writing or writings which evidence both a monetary
obligation and a security interest in or lease of specific goods; any
returned, rejected or repossessed goods covered by any such writing or
writings and all proceeds (in any form including, without limitation,
accounts, contract rights, documents, chattel paper, instruments and
general intangibles) of such returned, rejected or repossessed goods.

3.   All of the inventory of the Debtor of every type or description,
now owned or hereafter acquired and wherever located, whether raw, in
process or finished, all materials usable in processing the same and all
documents of title covering any inventory, including, but not limited
to, work in process, materials used or consumed in the Debtor's
business, now owned or hereafter acquired or manufactured by the Debtor
and held for sale or lease or to be furnished under a contract of
service in the ordinary course of its business; all present and future
substitutions therefor, parts and accessories thereof and all additions
thereto; all proceeds thereof and products of such inventory in

                               Page -1-



<PAGE>
<PAGE>

any form whatsoever; specifically including all "inventory", as such
term is defined in the Uniform Commercial Code of the State of Kentucky.

4.   All "Instruments" of Debtor, as such term is defined in the
Uniform Commercial Code of the State of Kentucky and in Kentucky Revised
Statutes Subsection 355.9-105(1)(g), and shall include but not be
limited to any and all negotiable instruments (defined in Kentucky
Revised Statutes Subsection 355.3-104) or certified securities (defined
in Kentucky Revised Statutes 355.8-102) or any other writings which
evidence a right to payment of money and are not themselves security
agreements or leases and are of the type which are in the ordinary
course of business transferred by delivery with any necessary
endorsement or assignment.

5.   All "Equipment", as such term is defined in the Uniform Commercial
Code of the State of Kentucky, now or hereafter owned or leased by the
Debtor and, in any event, shall include, but shall not be limited to,
all machinery, tools, equipment, office equipment, furniture,
furnishings, fixtures, trade fixtures, goods which are to become
fixtures, and any materials, instructions, blueprints, computer software
and similar items which relate to the above, and any and all additions,
substitutions and replacements of any of the foregoing, wherever
located, together with all improvements thereon and all attachments,
components, parts, equipment and accessories installed thereon or
affixed thereto (all of the foregoing in this section collectively, the
"Equipment").

6.   All "General Intangibles", as such term is defined in the Uniform
Commercial Code of Kentucky and in Kentucky Revised Statutes Subsection
355.9-106, now or hereafter owned by the Debtor and shall include, but
not be limited to, all (a) Marks, Patents and Copyrights (as such terms
are hereinafter defined), (b) goodwill of the Debtor's business
symbolized by any of the foregoing, (c) license rights, license
agreements, leases, permits, franchises, patents, computer software and
customer lists, and (d) any rights to tax refunds to which the Debtor is
now or hereafter may be entitled.

7.   All trademarks, trademark registrations and trademark applications
pending, now held or hereafter acquired by the Debtor, including,
without limitation, registrations, recordings and applications in the
United States Patent and Trademark Office or any similar governmental
agency in any foreign country (which the Debtor has adopted and used and
is using or hereafter acquires or under which the Debtor is licensed),
as well as all other trademarks, trade names, fictitious business names,
business names, company names, business identifiers, prints, labels,
trade styles and service marks not registered, and trade dress,
including logos and/or designs (all of the foregoing in this section
collectively, the "Marks") together with the registrations and right to
all renewals, reissues and extensions thereof, the goodwill of the
business of the Debtor symbolized by the Marks, and any and all causes
of action which may exist by reason of infringement or dilution thereof,
or injury to the associated goodwill with the right to sue for and
collect said damages and the right to collect all royalties under any
license agreements with respect to any such Marks.

8.   All copyrights, copyright registrations and copyright applications
now held or hereafter acquired by the Debtor including, without
limitation, any United States copyright to which the Debtor now or
hereafter has an interest as well as any application for a United States
copyright made

                               Page -2-



<PAGE>
<PAGE>

by the Debtor (all of the foregoing in this section collectively, the
"Copyrights"), together with any renewals, reissues and extensions
thereof, and any and all causes of action which may exist by reason of
infringement thereof with the right to sue for and collect said damages
and the right to collect all royalties under any license agreements with
respect to any such Copyrights.

9.   All letters patent and any patent registrations, and any patent
applications pending, including, without limitation, registrations,
recordings and applications registered or recorded in the United States
Patent and Trademark Office or any similar governmental agency in any
foreign country (all of the foregoing in this section collectively, the
"Patents"), in respect of which the Debtor possesses any rights
whatsoever, together with any renewals, reissues, continuations and
extensions thereof, any and all causes of action which may exist by
reason of infringement thereof with the right to sue for and collect
said damages and the right to collect all royalties under any license
agreements with respect to any such Patents.

10.  Each and every contract to which the Debtor is a party, is bound
or is a beneficiary or assignee, and all exhibits to such contracts and
all other instruments, agreements and documents executed and delivered
with respect to such contracts and all revenues, rentals, Proceeds (as
hereinafter defined) and other sums of money due and to become due
thereunder from any of the foregoing, as the same may be modified,
supplemented or amended from time to time in accordance with its terms,
as well as all contracts to which the Debtor may hereafter from time to
time become a party, become bound, or become a beneficiary or assignee
(all of the foregoing in this section collectively the "Contracts")
including, without limitation, (a) any leases relating to the Inventory,
the Equipment, any licenses, any personal property and assets in the
nature of personal property wheresoever situated to which the Debtor is
a party or is bound, as well as all renewals, substitutions and
replacements therefor and all other leases to which the Debtor may
hereafter from time to time become a party or become bound
(collectively, the "Leases"); (b) (1) all payments due and to become due
under any Contract, whether as contractual obligations, damages or
otherwise; (2) all of the Debtor's claims, rights, powers, or privileges
and remedies under any Contract and under any Lease and, to the extent
permitted by the lessor under any such Lease, the right to cure a
default by Debtor under any such Lease;  and (3) all of its rights under
any Contract or under any Lease to make determinations, to exercise any
election (including, but not limited to, election of remedies) or option
or to give or receive any notice, consent, waiver or approval together
with full power and authority with respect to any Contract to demand,
receive, enforce, collect or receipt for any of the foregoing rights or
any property the subject of any of the Contracts, to enforce or execute
any checks, or other instruments or orders, to file any claims and to
take any action which may be necessary or advisable in connection with
any of the foregoing; (c) all of Debtor's right, title and interest in,
to and under each and every IPFA (as defined in the Loan Agreement) and
all rights and privileges thereunder; and (d) all contract rights under
any of the foregoing.

11.  All amounts from time to time held in any checking, savings,
deposit or other account of the Debtor, which amounts are "cash
collateral" as defined in the U.S. Bankruptcy Code, 11 U.S.C. Section
363.

                               Page -3-


<PAGE>
<PAGE>

12.  All licenses and permits issued by any federal, state, municipal,
or other governmental department, commission, board, bureau, agency,
court, tribunal or other instrumentality, domestic or foreign, and any
arbitrator.

13.  All computer programs of the Debtor, and all intellectual property
rights therein and all other proprietary information of the Debtor
including, but not limited to, trade secrets.

14.  All books, records, ledger cards, data processing records,
computer software and other property at any time evidencing or relating
to any of the foregoing.

15.  Without limiting the generality of the foregoing, all other
personal property, goods (including without limitation consumer goods),
"farm products","documents" (as such terms are defined in the Uniform
Commercial Code of the State of Kentucky), credits, claims, demands and
assets of the Debtor, whether now existing or hereafter acquired from
time to time.

16.  All "Proceeds", as such term is defined in the Uniform Commercial
Code of the State of Kentucky, and in any event shall include, but not
be limited to, (a) any and all proceeds of any insurance, indemnity,
warranty or guaranty payable to Secured Party or the Debtor, from time
to time, and claims for insurance, indemnity, warranty or guaranty
effected or held for the benefit of the Debtor, with respect to any of
the Collateral (as hereinafter defined), (b) any and all payments (in
any form whatsoever) made or due and payable to the Debtor, from time to
time in connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any part of the Collateral by any
governmental authority (or any person acting under color of governmental
authority) and (c) any and all other amounts from time to time paid or
payable under or in connection with any of the Collateral (all of the
foregoing in this section 16, collectively, the "Proceeds").

17.  Any and all additions and accessions to any of the foregoing, all
improvements thereto, all substitutions and replacements thereof and all
products and Proceeds thereof.

                              The undersigned confirms that this
                              Exhibit is part of a security
                              agreement and financing statement
                              signed by it:

                              COMMONWEALTH PREMIUM FINANCE
                              CORPORATION, a Kentucky corporation

                              BY: /s/ John R. Owens
                                 --------------------------------------

                              TITLE: Vice President
                                    -----------------------------------

                               Page -4-