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                                                   EXHIBIT 10.17







                      LOAN AGREEMENT
                      --------------

                Dated as of October 18, 1996

                        by and among

          COMMONWEALTH PREMIUM FINANCE CORPORATION

                            and

          JOHN ROBERT OWENS, WILLIAM W. DAVIS, JR.
                    and D. RICHARD MEYER

                            and

                   BANK ONE, KENTUCKY, NA

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                           LOAN AGREEMENT
                           --------------

        THIS LOAN AGREEMENT (the "Agreement") dated as of October 18, 1996
between COMMONWEALTH PREMIUM FINANCE CORPORATION, a Kentucky corporation
(referred to herein as "Borrower"); JOHN ROBERT OWENS, WILLIAM W. DAVIS,
JR. and D. RICHARD MEYER, individuals (referred to herein as the
"Guarantors or individually as a "Guarantor") and BANK ONE, KENTUCKY,
NA, a national banking association (referred to herein as "Bank").

                           R E C I T A L S:

        WHEREAS, Borrower has applied to Bank for a "Revolving Credit
Loan," as hereinafter defined, in an amount not to exceed the maximum
principal sum of One Million Dollars ($1,000,000.00), outstanding at any
one time, which Revolving Credit Loan shall be secured by certain of the
assets of Borrower and guaranteed by each of the Guarantors;

        WHEREAS, one of the conditions to the Bank's making the Revolving
Credit Loan is that Borrower and Guarantors must enter into this
Agreement setting forth the terms and conditions of the Revolving Credit
Loan and other terms and conditions binding upon Borrower and
Guarantors, all of which terms and conditions Borrower and Guarantors
acknowledge are supported by good, valuable and sufficient
consideration.

        NOW, THEREFORE, in consideration of their mutual covenants, the
financial accommodations extended to Borrower herein and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby agree to and affirm the
foregoing recitals and further agree as follows:


                              ARTICLE I
                              ----------
                             DEFINITIONS
                             -----------

Section 1.01 Defined Terms

        As used in this Agreement the following terms have the following
meanings (terms defined in the singular to have the same meaning when
used in the plural and vice versa):

        "Advance" means any disbursement of funds to Borrower under the
Revolving Credit Note pursuant to Section 2.01 hereof.

        "Agreement" means this Loan Agreement, as amended, supplemented or
modified from time to time.

        "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in Lexington, Kentucky, are
authorized or required to close under the laws of the Commonwealth of
Kentucky or of the United States.

        "Borrowing Base" means the computation of Eligible Bank One Net
Premiums as calculated in the Borrowing Base Certificate and Draw
Request which is attached hereto as Exhibit 1.

        "Collateral" means all property which is subject to, becomes
subject to, or is to be subject to the Liens granted by the Security
Agreement or which otherwise becomes security for the Loan.
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        "Debt" means any and all (i) indebtedness or liability for
borrowed money, or for the deferred purchase price of property or
services (excluding trade obligations incurred in the ordinary course of
business); (ii) obligations under letters of credit issued for the
account of any Person; (iii) guarantees, endorsements (other than for
collection or deposit in the ordinary course of business), and other
contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person, or otherwise to assure a creditor
against loss.

        "Default" means any of the events specified in Section 7.01,
whether or not any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

        "Event of Default" means any of the events specified in
Section 7.01, provided that any requirement for the giving of notice,
the lapse of time, or both, or any other condition, has been satisfied.

        "GAAP" means generally accepted accounting principles in the
United States.

        "Guaranty" means each of the personal guaranties of the Note
executed by each of the Guarantors.

        "Interest Coverage Ratio" means the earnings before interest
expenses and taxes divided by interest expense.

        "Insurance Premium Financing Agreement ("IPFA")" means the
contract among the Borrower, the insurance agent and the
insured/borrower in which the insured/borrower grants to the Borrower
herein a security interest in all unearned premiums which may be payable
under the insurance policies.

        "Lexington Head Office" means the office of Bank at 201 East Main
Street, Lexington, Kentucky 40507, or the principal office of any
subsequent holder of the Revolving Credit Note.

        "Lien" means any pledge, security interest, hypothecation,
conditional assignment, deposit arrangement, encumbrance, lien
(statutory or other), or other security agreement, or encumbrance of any
kind or nature whatsoever (including, without limitation, any lien on
unearned premiums and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction to
evidence any of the foregoing).

        "Loan" means the Revolving Credit Loan.

        "Loan Documents" means this Agreement, the Note, the Security
Agreement, the UCC-1's, the Guaranties, and any additional documents
required to be delivered by Borrower, Guarantors, or any of them, under
this Agreement, or otherwise evidencing, securing and/or relating to the
Loan.

        "Loan Obligations" means the obligations of Borrower and
Guarantors to Bank under the Loan Documents.

        "Maturity Date" means October 20, 1997, at which time all
obligations of Borrower under the Note are due and payable in full.

        "Net Premiums" shall mean total premiums on IPFA less all initial
premium payments made by insured/borrower thereunder.


                                2
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        "Note" means the Revolving Credit Note.

        "Others" shall mean any Person as defined herein other than Bank
or its affiliates.

        "Person" means any individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority, or other entity of whatever nature.

        "Prime Rate" means a variable rate of interest announced from time
to time by Bank as its prime rate whether or not such rate is otherwise
published, which rate may not be Bank's lowest or best rate.

        "Revolving Credit Loan" shall have the meaning assigned to such
term in Section 2.01.

        "Revolving Credit Note" shall have the meaning assigned to such
term in Section 2.02.

        "Security Agreement" means the Security Agreement to be delivered
by Borrower under the terms of this Agreement granting Bank a first
priority security interest in all rights, interests, accounts,
contractual rights and proceeds thereof of Borrower in connection with
any and all IPFA's entered into between the Borrower and other parties
which have been pledged or assigned to Bank.

        "Stockholders Equity" means (a) the book value of all assets of
the Borrower taken on a consolidated basis, as determined in accordance
with GAAP minus (b) all current and long term liabilities and other
obligations of the Borrower on a consolidated basis, as determined in
accordance with GAAP.

        "Security Documents" means the Security Agreement, the UCC-1's,
and such other instruments or documents executed and/or delivered in
connection herewith and by which a lien is granted to Bank or by which
the Loan is otherwise secured.

        "UCC-1's" means all filings under the Uniform Commercial Code as
adopted in the various states in which filings may be made by Bank now
or at any time in the future for purposes of perfecting any security
interest granted by the Security Agreement.

        "Unearned Discount" means the difference, if any, between the
principal amount of each Installment Contract and the amount paid by the
Borrower to purchase the Installment Contract, which difference is
amortized over the life of the Installment Contract.

Section 1.02 Accounting Terms

        All accounting terms not specifically defined herein shall be
construed in accordance with GAAP consistent with that applied in the
preparation of the financial statements referred to in Section 5.08, and
all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.



                                3
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                             ARTICLE II
                             ----------
                    AMOUNT AND TERMS OF THE LOAN
                    ----------------------------

Section 2.01 Revolving Credit Loan

        Bank agrees, subject to the terms and conditions of this Agreement
and the other Loan Documents to make Advances to Borrower from time to
time during the period from the date when Borrower first qualifies for
the initial Advance pursuant to Section 3.01 hereof, up to, but not
including, the Maturity Date in an aggregate principal amount
outstanding not to exceed at any time One Million Dollars
($1,000,000.00) (the "Revolving Credit Loan").  Subject to the terms and
conditions of this Agreement and of the other Loan Documents, Borrower
may borrow, prepay pursuant to Section 2.05, and reborrow under this
Section 2.01.

Section 2.02 Note

        The Revolving Credit Loan and Advances thereunder shall be
evidenced by, and repaid with interest in accordance with, a single
promissory note of Borrower in form and content acceptable to Bank, in
the original principal amount of One Million Dollars (U.S.
$1,000,000.00), which Note shall be payable to Bank, and shall mature
and shall be due and payable in full on the Maturity Date, which is one
(1) year from the date hereof or October 20, 1997 (the "Revolving Credit
Note").

Section 2.03 Notice and Manner of Borrowing

        On the last day of each calendar month and on each such Business
Day the Borrower requests a Draw, Borrower shall submit to Bank a
Borrowing Base Certificate and Draw Request.  Provided (a) all of the
applicable conditions set forth in Article III hereof have been
fulfilled to Bank's satisfaction, and (b) Borrower has provided Bank
with the Borrower's Base Certificate and Draw Request by 10:00 a.m.,
Bank will make Advances under the Revolving Credit Loan available to
Borrower in immediately available funds by crediting the amount thereof
to Borrower's account with Bank on the same day.

Section 2.04 Interest

        Borrower shall pay interest to Bank on the outstanding and unpaid
principal amount of the Revolving Credit Note at a per annum rate equal
to the Bank's Prime Rate.  Interest shall be calculated for the actual
number of days elapsed on the basis of an assumed year of three hundred
sixty (360) days.  All accrued interest on the Revolving Credit Loan
shall be paid in immediately available funds on the 18th day of each
month at the Lexington Head Office.  Upon an Event of Default consisting
of Borrower's failure to pay any interest or principal payment due under
the Note within ten (10) business days of the due date thereof, at
maturity, by acceleration or otherwise, the outstanding principal
balance shall thereafter bear interest until paid at a rate which shall
be equal to the lesser of five percent (5%) per annum in excess of the
rate set forth in the first sentence of this Section 2.04 or the maximum
effective rate of interest which Bank or the then current holder of the
Note is permitted by law to contract for and charge from time to time.

        In no event shall the amount of interest due or payable under the
Note exceed the maximum lawful rate of interest allowed by applicable
law, and in the event that any such excess payment is made by Borrower
or received by Bank, then such excess sums shall be credited as a
payment of the principal, unless Borrower shall notify Bank, in writing,
that it has elected to have such excess sums returned to it.

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Section 2.05 No Prepayment Premium

        Borrower may prepay the Note, in whole or in part, at any time
without incurring any premium or penalty.  Any partial prepayment shall
not change the amount or dates of payments due from Borrower under the
Note.

Section 2.06 Method of Payment

        Borrower shall make each payment under this Agreement and under
the Note in lawful money of the United States, to Bank at the Lexington
Head Office, in immediately available funds.  Whenever any payment to be
made under this Agreement or under the Note shall be stated to be due on
a Saturday, Sunday or a public holiday or banking holiday, such payment
shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of the payment of
interest.

Section 2.07 Use of Loan Proceeds

        Advances under the Revolving Credit Loan shall be used by Borrower
solely for the financing and/or the acquisition of IPFA's or repayment
of any Loans from EIM.

Section 2.08 Fees

        In consideration of Bank's agreement enter into the Revolving
Credit Loan pursuant to the terms hereof, Borrowers agree to pay to Bank
a fee in the amount of One Thousand Dollars ($1,000.00), such fee shall
be deemed fully earned upon execution of this Agreement and shall be due
and payable at the closing.

Section 2.09 Guaranty by Guarantors

        Each of the Guarantors shall guarantee to Bank the payment and
performance of Borrower's Loan Obligations pursuant to separate
Guaranties dated this date.

                            ARTICLE III
                            -----------
                       CONDITIONS PRECEDENT
                       --------------------

Section 3.01 Conditions Precedent to Initial Advance Under
Revolving Credit Loan

        The obligation of Bank to make the initial Advance under the
Revolving Credit Loan is subject to the condition precedent that Bank
shall have received and approved on or before disbursement of the
initial Advance under the Revolving Credit Loan each of the following,
in form and substance reasonably satisfactory to Bank and its counsel:

        a.   Note and Agreement.  The Revolving Credit Note and this
             ------------------
Agreement duly executed and delivered by Borrower and Guarantors.

        b.   Security Agreement.  A Security Agreement or agreements
             ------------------
duly executed and delivered by Borrower and granting to Bank a first and
prior security interest in and to all of the Collateral to secure
payment of the Loan Obligations.

        c.   Insurance.  Certificates of insurance coverage satisfying
             ---------
all requirements as provided in Section 5.05.


                                5
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        d.   Guaranties.  A Guaranty executed by each of the Guarantors
             ----------
in which they each guarantee to Bank the payment and performance of
Borrower's Loan Obligations.

        e.   UCC-1's and Lien Opinion.  Borrower shall have executed
             ------------------------
all UCC-1's, and shall have provided to Bank prior to the initial
Advance, (i) acknowledgment copies for all UCC-1's duly filed under the
Uniform Commercial Code in the appropriate offices in all jurisdictions
necessary or, in the opinion of Bank, desirable to perfect the security
interests created by the Security Agreement; and (ii) an opinion of
counsel acceptable to Bank identifying all of the financing statements
on file with respect to Borrower in all jurisdictions referred to under
(i), including the UCC-1's filed by Bank against Borrower, which opinion
shall reflect no prior filings against any of the Collateral except for
such Liens as are to be paid in full and released prior to or in
connection with the initial Advance.

        f.   Evidence of Existence and Good Standing of Borrower.
             ---------------------------------------------------
Certified copies of Borrower's Articles and By-Laws, Certificate of Good
Standing of Borrower issued by the Secretary of State of Kentucky and
certificates of authority from each state in which qualification of
Borrower is necessary or appropriate.

        g.   Evidence of all Corporate Action by Borrower.  Certified
             --------------------------------------------
(as of the date of this Agreement) copies of all corporate action taken
by Borrower, including resolutions of Borrower's Board of Directors,
authorizing the execution, delivery, and performance of the Loan
Documents to which its and Signature Certificate of Borrower.  A
certificate (dated as of the date of the initial Advance under the
Revolving Credit Loan) of the Secretary of Borrower certifying the names
and true signatures of the officers of Borrower authorized to sign the
Loan Documents to which it is a party and the other documents to be
delivered by Borrower under this Agreement.

        h.   Certificate of No Adverse Changes in Borrower's or
             --------------------------------------------------
Guarantors' Condition.  A certificate of Borrower and Guarantors
---------------------
stating that there has been no adverse change in the financial condition
of any such parties since the last submission of financial information
to the Bank.

        i.   Compliance Certificate for the Initial Advance in the Form
             ----------------------------------------------------------
Described in Section 3.02b.  A certificate in the form described in
--------------------------
Section 3.02b hereof properly certified on behalf of the Borrower.

        j.   Compliance with Laws Applicable to Borrower.  The IPFA's
             -------------------------------------------
are in form and substance satisfactory to Bank, are valid and
enforceable, and comply with all applicable laws, including state
insurance regulations.

        k.   Other Documents.  Such other approvals, opinions, or
             ---------------
documents as Bank may reasonably request.

Section 3.02 Further Conditions Precedent to All Advances Under the
Revolving Credit Loan

        The obligation of Bank to make any Advances under the Revolving
Credit Loan is further subject to the Bank having received from Borrower
a request for an Advance as provided for in Section 2.03 hereof.

Section 3.03 Authorized Representative

        Borrower does hereby authorize and empower John Robert Owens,
William W. Davis, Jr., and D. Richard Meyer or either of them acting
alone, or such other individuals who are designated in writing by
Borrower, to request Advances, direct or authorize Bank as to such
account(s) or such parties into which

                                6
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or to whom Advances are to be made (including the accounts of or to such
authorized representatives), sign such instruments or documents as may
be required from or on behalf of Borrower in connection with any such
Advances, and any Advances made by Bank to, at the request of, or at the
direction of either such authorized representative(s) shall be deemed to
have been received by Borrower and used for the benefit of Borrower,
evidenced by the Note, and entitled to the benefit and security of the
Security Documents, irrespective of the ultimate use of such funds.
Such designation shall remain in full force and effect and Bank may rely
thereon until written notice of any change in the individuals designated
has been provided to Bank accompanied by resolutions of Borrower
effecting any such change and a current incumbency certificate.

                             ARTICLE IV
                             -----------
                   REPRESENTATIONS AND WARRANTIES
                   ------------------------------

        Borrower and each of the Guarantors (where applicable) represent
and warrant to Bank as of the date hereof, which representations and
warranties shall be deemed remade by Borrower and each of the Guarantors
(where applicable) as of the date of each Advance hereunder, that:

Section 4.01 Incorporation, Good Standing and Due Qualification of Borrower

        Borrower is a corporation duly incorporated, validly existing, and
in good standing under the laws of the State of Kentucky; has the
corporate power and authority to own its assets and to transact the
business in which it is now engaged or proposed to be engaged; and is
duly qualified as a foreign corporation and in good standing under the
laws of each other jurisdiction in which such qualification is required
by law or under this Agreement.

Section 4.02 Corporate Power and Authority of Borrower

        The execution, delivery, and performance by Borrower of the Loan
Documents have been duly authorized by all necessary corporate action
and do not and will not (i) require any consent or approval of the
stockholders of Borrower; (ii) contravene any provision of Borrower's
Articles or By-Laws; (iii) violate any provision of any law, regulation,
writ, judgment, injunction, decree or determination presently in effect
having applicability to Borrower, other than the Liens to be granted in
favor of Bank; (iv) result in a breach of or constitute a default under
(whether with the giving of notice, passage of time, or both) any
indenture or loan or credit agreement or any other agreement, lease, or
instrument to which Borrower is a party or by which it or its properties
may be bound or affected; (v) result in, or require, the creation or
imposition of any Lien, upon or with respect to any of the properties
now owned or hereafter acquired by Borrower; or (vi) cause Borrower to
be in default under any law, rule, regulation, order, writ, judgment,
injunction, decree, determination, or award or any such indenture,
agreement, lease, or instrument.

Section 4.03 Legally Enforceable Agreement

        This Agreement is, and each of the other Loan Documents executed
and/or delivered in connection with this Agreement are, legal, valid and
binding obligations of Borrower and each of the Guarantors, as
applicable, enforceable in accordance with their respective terms,
except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency, and other similar laws affecting creditors'
rights generally.

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Section 4.04 Other Agreements

        Borrower is not a party to any indenture, loan, or credit
agreement, or to any lease or other agreement or instrument, or subject
to any charter or corporate restriction or partnership restriction,
which could have a material adverse effect on the business, properties,
assets, operations or conditions, financial or otherwise, of Borrower or
the ability of Borrower to carry out its respective obligations under
the Loan Documents to which it is a party.  Borrower is not in default
in any respect in the performance, observance, or fulfillment of any of
the obligations, covenants, or conditions contained in any agreement or
instrument material to its business to which it is a party.

Section 4.05 Litigation

        There is no pending or threatened action or proceeding against or
affecting Borrower before any court, governmental agency or arbitrator,
which may, in any one case or in the aggregate, materially and adversely
affect the respective financial condition, operation, properties, or
business of Borrower or the ability of Borrower to perform its
respective obligations under the Loan Documents to which it is a party.

Section 4.06 No Liens Upon Collateral

        There are no liens on any of the Collateral nor has Borrower
previously assigned any of its rights to any of the Collateral,
including the unearned premiums under the insurance policies subject to
the Insurance Premium Financing Agreement.

Section 4.07 Operation of Business

        Except as may have been disclosed in writing to and approved by
Bank, Borrower has made application for or otherwise possesses all
licenses, permits, franchises, patents, copyrights, trademarks and trade
names, or rights thereto, to conduct its businesses substantially as now
conducted and as presently proposed to be conducted, and Borrower is not
in violation of any of the foregoing or any valid rights of others with
respect to any of the foregoing.

Section 4.08 Taxes and Reports

        Borrower has filed, in a timely fashion and will in the future
file in a timely fashion, all tax returns or reports (federal, state and
local) required to be filed and has paid, and will pay in the future,
all taxes, assessments, fees and governmental charges and levies shown
or required to be shown thereon to be due, including interest and
penalties, and has paid, and will pay in the future, all real estate and
personal property taxes, license fees and/or assessments due with
respect to its assets.

Section 4.09 Accuracy of Information

        All factual information heretofore or contemporaneously furnished
by Borrower or Guarantors in writing to Bank for purposes of, or in
connection with, this Agreement or any transaction contemplated hereby
is, and all other such factual information hereafter furnished by
Borrower and Guarantors to Bank will be, true and accurate in every
material respect on the date as of which such information is certified
and as of the date of execution and delivery of this Agreement by Bank,
and such information is not, or shall not be, as the case may be,
incomplete or omit to state any material fact necessary to make such
information not misleading.


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Section 4.10 No Adverse Change

        No material adverse change has occurred in Borrower's business,
operating or Borrower's or either Guarantor's financial condition since
the date of the most current financial statements provided by Borrower
and each Guarantor to Bank.

Section 4.11 Registered Agent

        Borrower's registered agent is Richard E. Vimont, who is located
at 155 E. Main Street, Suite 300, Lexington, Kentucky 40507.  Borrower
shall give written notice within thirty (30) days of any change in the
name or location of its registered agent.

                              ARTICLE V
                              ----------
                        AFFIRMATIVE COVENANTS
                        ---------------------

        So long as any portion of the Note shall remain unpaid or Bank
shall have any obligation under this Agreement, Borrower and Guarantors
(where applicable) each covenant as follows:

Section 5.01 Maintenance of Existence

        Borrower will preserve and maintain its corporate existence and
good standing in the jurisdiction of its incorporation, shall qualify
and remain qualified as a foreign corporation in each jurisdiction in
which such qualification is required, and shall not enter into any
merger, consolidation or other arrangement whereby Borrower, or a
controlling interest in Borrower, shall be acquired by any other Person
unless, as a part thereof, the Loan is to be paid in full and this
Agreement and the Revolving Credit Loan shall be terminated.

Section 5.02 Maintenance of Records

        Borrower will keep adequate, consolidated records and books of
account in which complete entries will be made in accordance with GAAP
consistently applied, reflecting all financial transactions.

Section 5.03 Maintenance of Properties

        Borrower will maintain, keep, and preserve all of its properties
necessary or useful in the proper conduct of its business in good
working order and condition, ordinary wear and tear and insured casualty
damage or taking through the power of eminent domain excepted.

Section 5.04 Conduct of Business

        Borrower will continue to engage in an efficient and economical
manner in a business of the same general type as conducted by it on the
date of this Agreement.

Section 5.05 Maintenance of Insurance

        Borrower will maintain insurance with financially sound and
reputable insurance companies or associations, reasonably acceptable to
Bank, in such amounts and covering such risks as are usually carried by
companies engaged in the same or a similar business and similarly
situated.  Specifically, Borrower will maintain, with respect to its
property:


                                9
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        a.   Casualty.  Insurance against loss or damage to all the
             --------
improvements to the Premises by fire and any of the risks covered by
insurance of the type now known as "fire and extended coverage".

        b.   Liability.  Comprehensive public liability insurance on an
             ---------
"occurrence basis" against claims for "personal injury," including,
without limitation, bodily injury, death or property damage occurring on
Borrower's properties; such insurance to afford immediate minimum
protection to a limit of not less than that reasonably required by Bank
with respect to personal injury or death to any one or more persons or
damages to property.

        All policies of insurance shall be issued by companies and in
amounts in each company reasonably satisfactory to Bank.  Borrower shall
furnish Bank with an original certificate of insurance and a copy of all
policies of required insurance.  Prior to the expiration of each such
policy, Borrower shall furnish Bank with evidence satisfactory to Bank
of the payment of premium and the reissuance of a policy continuing
insurance in force as required by this Agreement.  Borrower shall give
Bank notice of any cancellations or material amendments or alterations
of said policies.

Section 5.06 Compliance with Laws

        Borrower has at all times heretofore and will hereafter comply in
all material respects with all applicable laws, rules, regulations and
orders, including, without limitation, all applicable covenants and
restrictions of record and all valid laws, statutes, codes, acts,
ordinances, orders, judgments, decrees, injunctions, rules, regulations,
certificates, franchises, permits, licenses, authorizations, directions
and requirements, including, without limitation, the Americans With
Disabilities Act and regulations thereunder and all laws, ordinances,
rules and regulations of all federal, state, county, municipal and other
governments, departments, commissions, boards, courts, authorities,
officials and officers.

Section 5.07 Right of Inspection & Audit by Bank

        At any reasonable time and from time to time, Borrower will permit
Bank or any agent or representative thereof to examine and make copies
of and abstracts from Borrower's records and books of account, and visit
its properties and to discuss its affairs, finances, and accounts with
any of its respective officers and directors and its independent
accountants.  Without limiting the foregoing rights of Bank, Borrower
agrees that without any prior notice to Borrower and not more frequently
than two (2) times per calendar year, Bank and its agents and employees
may at Borrower's expense conduct an audit of Borrower's records and
books to determine Borrower's compliance with this Agreement and the
other Loan Documents.

Section 5.08 Reporting Requirements

        Borrower shall furnish to Bank:

        a.   Monthly Reporting.
             -----------------

             (i)  As soon as available and in any event within forty-
five (45) days after the end of each fiscal month, balance sheets as of
the end of each month, statements of income and retained earnings as of
the end of such fiscal month, and properly completed calculations
necessary to test compliance with all of the financial covenants set
forth herein, in form and content reasonably acceptable to Bank, and all
in reasonable detail, and all such financial statements shall be
prepared in accordance with GAAP consistently applied and certified as
correct by Borrower's chief financial officer. Provided, however,
Borrower shall not be obligated to deliver the Borrower's internally
prepared balance sheet and income statement for the last month of
Borrower's fiscal year.


                                10

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             (ii) Within fifteen (15) days after the end of the month or
upon reasonable request of Bank, Borrower shall provide to Bank the
following company prepared monthly reports, Balance Sheet and Income
Statement, Income Analysis Reports, Schedule of Cash Receivables from
Contracts, Company Activity Summary, Agent Activity Summary, and
Schedule of Accounts Past Due.

        b.   Annual Financial Statements.  As soon as available and in
             ---------------------------
any event within one hundred twenty (120) days after the end of
Borrower's 1996 fiscal year, and for all fiscal years thereafter so long
as any Indebtedness remains unpaid, a complete, unqualified, annual
audit report of Borrower.  The audited report shall consist of balance
sheet, statement of profit and loss, application of funds, change in
financial position and the like, prepared and certified by a firm of
independent public accountants of recognized standing acceptable to the
Bank.  All of the foregoing shall be in reasonable detail and stating in
comparative form the respective figures for the corresponding date and
period in the prior fiscal year and all such financial statements shall
be prepared in accordance with GAAP consistently applied and certified
as correct by Borrower's chief financial officer.

        c.   Notice of Litigation.  Promptly after the commencement
             --------------------
thereof, notice of all actions, suits, and proceedings before any court
or governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, affecting Borrower or either
Guarantor which, if determined adversely, could have a material, adverse
effect on Borrower's or a Guarantor's financial condition, properties,
or operations.

        d.   Notice of Defaults and Events of Default.  As soon as
             ----------------------------------------
possible and in any event within ten (10) days after the occurrence of
each Default or Event of Default, a written notice setting forth the
details of such Default or Event of Default and the action which is
proposed to be taken with respect thereto.

        e.   Tax Returns.  Copies of Borrower's federal and state
             -----------
income tax returns, and any amendments and extensions no later than the
earlier of the date filed or one hundred twenty (120) days after the end
of Borrower's fiscal year for so long as any portion of the Loan shall
remain unpaid or Bank has any obligations hereunder.  In the event
Borrower files for an extension with the Internal Revenue Service,
Borrower shall provide to Bank copies of the federal income tax return
prior to the expiration of such extension period.

        f.   Guarantors' Financial Statements and Tax Returns.  On or
             ------------------------------------------------
before June 10, 1997, copies of each Guarantor's federal and state
income tax returns, amendments and schedules, and a financial statement
of assets, liabilities and net worth for each Guarantor, in form and
content reasonably acceptable to Bank, and all in reasonable detail.

        g.   Annual Reporting on Equity Insurance Managers, Inc.
             ----------------------------------------------------
("EIM").  As soon as available and in any event within one hundred
-------
twenty (120) days after EIM's 1996 fiscal year, a complete, unqualified,
annual audit report of EIM in such detail as required under
Section 5.08(b).

        h.   Quarterly Reporting on EIM.  No later than forty-five days
             --------------------------
after the end of the calendar quarter, balance sheets and statements of
income and retained earnings in such detail as required under
Section 5.08(a)(i).

        i.   General Information.  Such other information respecting
             -------------------
the condition or operations, financial or otherwise, of Borrower or any
Guarantor, as Bank may from time to time reasonably request.


                                11

<PAGE>
<PAGE>

Section 5.09 Financial Covenants to Be Maintained by Borrower

        a.   Stockholders' Equity.  Borrower shall not permit its
             --------------------
Stockholders' Equity to be less $60,000.00 at all times while any of the
Loan remains unpaid and outstanding.

        b.   Interest Coverage Ratio.  While any of the Loan remains
             -----------------------
unpaid and outstanding, the Borrower shall not permit the ratio of
(i) its calendar quarterly earnings before interest expenses and taxes
to (ii) calendar quarterly interest expenses to be less than 2.00 to
1.00, which shall be reported on a calendar quarterly basis.

Section 5.10 Further Assurances

        Borrower and Guarantors shall, upon request by Bank, promptly cure
any defects in the creation, issuance and delivery of the Note and the
execution and delivery of the other Loan Documents, including this
Agreement.  Borrower and Guarantors, at their expense, promptly will
execute and deliver to Bank, upon request, all such other and further
documents, agreements and instruments reasonably required to ensure
compliance with or the accomplishment of the covenants and agreements of
Borrower and Guarantors in the Loan Documents, including this Agreement,
or to evidence further and to describe more fully any Collateral or
other property intended as security for the Loan or to correct any
omissions in the Loan Documents, or to state more fully the obligations
set out in this Agreement or in any of the other Loan Documents, or to
perfect, protect or preserve any Liens created pursuant to any of the
Loan Documents, or to make any recordings, to file any notices or to
obtain any consents, all as may be necessary or determined by Bank in
good faith to be reasonably appropriate in connection therewith.

Section 5.11 Taxes and Other Payment Obligations.

        Borrower shall pay and discharge, or cause to be paid and
discharged, before any of them becomes in arrears:

        a.   all taxes, assessments, governmental charges, levies, and
claims for labor, materials or supplies which if unpaid might become a
lien or charge upon any of Borrower's property, and

        b.   all of Borrower's other debts, obligations and liabilities
as and when same become due.

        Provided, however, Borrower may refrain from paying any amount it
would be required to pay pursuant to this section only if the validity
or amount thereof is being contested in good faith by appropriate
proceedings timely instituted which shall operate to prevent the
collection or enforcement of the obligation contested, and provided that
Borrower shall have set aside on its books appropriate reserves with
respect thereto.

Section 5.12 Notice of Documents.

        Not later than forty-five (45) days from the date hereof, Borrower
shall have added a notation to all IPFA's stating in form and substance
satisfactory to Bank that a security interest in such documents has been
granted by Borrower to Bank and that no transfer of such documents may
be made by Borrower without the Bank's prior written consent.  Borrower
shall continue to add the notation on all IPFA's which are assigned to
Bank in the future.


                                12
<PAGE>
<PAGE>

Section 5.13 Perfection and Assignment of Borrower's Security
             Interests in Unearned Premiums Securing Obligations to
             Borrower Under Insurance Premium Financing Agreements.

        Borrower shall properly perfect and maintain the perfection of a
first priority security in all unearned premiums securing the
obligations of Borrower's debtors under the terms of the agreements
which is part of the Collateral.  All IPFA's in favor of Borrower which
have been designated as Collateral shall be assigned to Bank by
Borrower.

Section 5.14 Subordination of Borrower's Debt to Guarantors.

        Borrower and Guarantors hereby agree that any loans of Borrower to
Guarantors or any one of them, whether now existing or hereafter
created, shall be, and hereby are, fully subordinated as to priority and
payment to all Loan Obligations of Borrower to Bank. Provided, however,
notwithstanding the foregoing, Borrower is authorized to make regularly
scheduled payments to Guarantors on any debt to Guarantors until an
Event of Default occurs, after which no such payments shall be made by
Borrower.

Section 5.15 Notification to Insurance Company

        Borrower shall send a Notice of Acceptance to EIM or such other
insurance company as notification of Borrower's collateral assignment of
such security interest to Bank.  In the Event of Default as provided in
Section 7.01 herein, Borrower shall instruct EIM or such other insurance
company to (a) inform Bank of any defaults or notices of cancellation of
such insurance contracts and (b) pay directly to Bank any unearned
premiums.

                             ARTICLE VI
                             -----------
                         NEGATIVE COVENANTS
                         ------------------

        So long as any portion of the Note shall remain unpaid or Bank
shall have any obligation under this Agreement, Borrower and Guarantors
shall comply with the following negative covenants:

Section 6.01 Liens on or Assignments of Collateral

        a.   Liens.  Borrower will not create, incur, assume or suffer
             -----
to exist any Lien upon or with respect to any of the Collateral now
owned or hereafter acquired, except:

             (i)   Liens in favor of Bank;

             (ii)  Liens for taxes or assessments or other government
charges or levies if not yet due and payable or, if due and payable, if
they are being contested in good faith by appropriate proceedings and
for which appropriate reserves are maintained;

             (iii) Liens imposed by law, such as mechanics, materialmen,
landlords, warehousemen and carrier Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due or which are being contested in good faith by
appropriate proceedings and for which appropriate reserves have been
established;

             (iv)  Liens under worker's compensation, unemployment
insurance, social security, or similar legislation for sums which are
not past due;


                                13
<PAGE>
<PAGE>

             (v)   Liens, deposits, or pledges to secure the performance
of public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds, or other similar obligations arising
in the ordinary course of business;

        b.   Assignments.  Borrower shall not assign or transfer its
             -----------
rights to the unearned premiums which are pledged as Collateral to Bank
to any other third party.

Section 6.02 Mergers, Etc.

        Borrower will not merge, engage in a share exchange, or
consolidate with any other entity, or sell, assign, lease, or otherwise
dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets at any time hereafter owned by
Borrower to any Person, or acquire all or substantially all of the
assets or the business of any Person, other than acquisition of
automobile financing chattel paper in the ordinary course of business.

                             ARTICLE VII
                             -----------
               EVENTS OF DEFAULT AND REMEDIES OF BANK
               --------------------------------------

Section 7.01 Events of Default

        Each of the following shall be an Event of Default under this
Agreement:

        a.   Payment Default.  Borrower fails to pay any installment of
             ---------------
principal or interest on the Note within ten (10) days following its due
date without notice from Bank.

        b.   Other Defaults.  The occurrence of a default under any
             --------------
other obligation or agreement of Borrower or either of Guarantors to or
with Bank, whether now or hereafter arising and such default shall
continue for a period of thirty (30) days after notice to Borrower or
Guarantors from Bank describing the nature of the default.

        c.   Breach of Warranty, Etc.  Any representation or warranty
             -----------------------
made or deemed made by Borrower or either of Guarantors in this
Agreement, the Loan Documents, any Compliance Certificate or in any
other certificate, document, opinion, or financial or other statement
furnished at any time under or in connection with any Loan Document
shall prove to have been incorrect in any material respect on or as of
the date made or deemed made.

        d.   Breach of Covenant.  Either Borrower or a Guarantor shall
             ------------------
fail to perform or observe any term, covenant or agreement on their part
to be performed or observed contained in any Loan Document (other than a
failure to pay any sum to Bank when due) to which any of them is a party
and such failure shall continue for a period of thirty (30) days after
notice to Borrower or Guarantors from Bank describing the nature of the
failure.

        e.   Bankruptcy/Insolvency.  Either Borrower or a Guarantor
             ---------------------
(i) shall be unable to, or shall admit in writing its inability to, pay
its debts as such debts become due; or (ii) shall make an assignment for
the benefit of creditors, petition or apply to any tribunal for the
appointment of a custodian, receiver or trustee for it or a substantial
part of its assets; or (iii) shall commence any proceeding under any
bankruptcy, reorganization effect; or (iv) shall have any such petition
or application filed or any such proceeding commenced against it in
which an order for relief is entered or adjudication or appointment is
made and which remains undismissed for a period of sixty (60) days or
more; or (v) by any act or omission shall indicate its consent to,
approval of, or acquiescence in any such petition, application, or
proceeding, or order for relief, or the appointment of a custodian,
receiver, or trustee for all or any


                                14
<PAGE>
<PAGE>

substantial part of its properties; or (vi) shall suffer any such
custodianship, receivership, or trusteeship to continue undischarged for
a period of sixty (60) days or more.

        f.   Termination of Borrower.  If Borrower or any Person
             -----------------------
affiliated with it takes any action that is intended to result in the
termination, dissolution or liquidation of Borrower.

Section 7.02 Remedies of Bank in the Event of Default

        a.   Acceleration, etc.  Upon the occurrence of any Event of
             -----------------
Default set forth in section 7.01 hereof, Bank may, by notice to
Borrower: (i) declare its obligation to make Advances under this
Agreement and the Revolving Credit Note terminated, whereupon the same
shall forthwith terminate; (ii) declare the outstanding principal
balance owing under the Revolving Credit Note, all interest thereon, and
all other amounts payable under this Agreement or any Loan Document, or
otherwise to be forthwith due and payable, whereupon the Revolving
Credit Note, all such interest, and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest, or
further notice of any kind, all of which are hereby expressly waived by
Borrower, without any action on the part of Bank; (iii) avail itself of
any and all remedies available to it in any of the Loan Documents,
including, without limitation, appointment of receivers for the
Collateral; and (iv) avail itself of any and all other or additional
remedies available by law or in equity.

        b.   File Action.  Upon the occurrence of any Event of Default,
             -----------
Bank shall have the right to proceed to protect and enforce its rights
by suit in equity, action at law and/or other appropriate proceedings
either for specific performance of any covenant or condition contained
in this Agreement or in any of the other Loan Documents, or in aid of
the exercise of any power granted in this Agreement or any of the other
Loan Documents.

        c.   Use of Collateral.  Upon the occurrence of any Event of
             -----------------
Default, Borrower's rights to use, sell, substitute, exchange or
exercise any other rights relating to the Collateral and all proceeds
thereof and income therefrom shall automatically terminate without
notice and Bank shall thereafter be entitled to take possession of,
receive, sell, and collect same.

        d.   Waiver of Marshaling of Assets. Borrower waives any
             ------------------------------
requirement of marshaling of assets and all other legal or equitable
doctrines which might otherwise require Bank to proceed against any
Persons or any Collateral or any other property or with respect to any
other rights in any particular order.

        e.   Sale of Collateral.  Upon the occurrence of any Event of
             ------------------
Default, Bank shall have the right to sell the Collateral at public or
private sale, and shall have the right to bid upon and purchase the
Collateral at any sale.  Bank shall have the right to deliver the
Collateral to the buyer at any public or private sale.

        f.   No Waiver.  Upon the occurrence of any Event of Default,
             ---------
Bank may choose to exercise and enforce any of its rights or remedies,
or decline to exercise and enforce any of its rights or remedies, at
Bank's sole discretion.  The failure of Bank to exercise and enforce any
rights or remedies shall not prevent Bank from thereafter exercising or
enforcing any such rights or remedies, nor shall such failure release
any Person or property with respect to which Bank has any rights or
remedies, or in any way limit or diminish Bank's rights with respect to
any such property or Person.

        g.   Cumulative Rights.  All of Bank's rights and remedies
             -----------------
shall be cumulative to the greatest extent permitted by law, may be
exercised successively or concurrently, from time to time, and shall be
in addition to all of those rights and remedies afforded Bank at law, or
in equity, or in bankruptcy.  Any


                                15

<PAGE>
<PAGE>

exercise of any right or remedy shall not be deemed to be an election of
that right or remedy to the exclusion of any other right or remedy.

        h.   Recovery.  Bank shall be entitled to recover from the
             --------
cumulative exercise of all remedies the sum of:

             (i)   the outstanding principal amount of the Loan;

             (ii)  all accrued but unpaid interest with respect to the
principal amount of the Loan;

             (iii) any other amounts that Borrower or Guarantors are
required by this Agreement or the Loan Documents to pay to Bank (for
example, and without limitation, the reimbursement of reasonable
expenses and legal fees, and late charges); and

             (iv)  any costs, expenses or damages which Bank is otherwise
permitted to recover by the terms of this Agreement, the other Loan
Documents, or at law or equity.

        i.   Direct Payment.  Until the occurrence of an Event of
             --------------
Default, Borrower shall have the right to collect all of the Collateral
consisting of accounts and uneaower, and Bank shall have the right to
notify all of insurance companies to send all payments on such debts,
accounts and unearned premiums directly to Bank.

        j.   Application of Payments.  All payments from Borrower to
             -----------------------
Bank under the Note or any of the other Loan Documents, and payments to
Bank from the sale or other disposition of Collateral, shall all be
applied by the Bank as follows:

             (i)   to the payment of the costs and expenses of the Bank
and the reasonable fees and expenses of its counsel in connection with
the administration or enforcement of the Bank's rights and remedies
against Borrower, any Guarantor, and the Collateral and sale or
collection thereof;

             (ii)  to the payment in full of all indebtedness referred to
hereunder and under the Loan Documents, applying such amounts first to
accrued interest and then to principal; and

             (iii) the balance, if any, to Borrower or to any third party
entitled thereto.

        k.   Appointment of Bank as Attorney-In-Fact.  Borrower hereby
             ---------------------------------------
appoints Bank as Borrower's attorney-in-fact upon the occurrence of any
Event of Default for the purpose of dealing with the Collateral,
including the collection and disposition of same.  The powers vested in
said attorney are, and shall be deemed to be, coupled with an interest
and cannot be revoked.

                            ARTICLE VIII
                            ------------
                            MISCELLANEOUS
                            -------------

Section 8.01 Amendments, Etc.

        No amendment, modification, termination, or waiver of any
provision of any Loan Document, nor consent to any departure by Borrower
or Guarantors from any Loan Document to which any of them is a party,
shall in any event be effective unless the same shall be in writing and
signed by Bank, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.


                                16

<PAGE>
<PAGE>


Section 8.02 Notices, Etc.

        All notices required or provided for in this Agreement or under
any of the other Loan Documents shall be made in writing and delivered
either (i) personally, (ii) via certified mail with return receipt
requested, (iii) by Federal Express or other nationally recognized,
overnight courier service, or (iv) by facsimile, with the original by
United States, first class, postage prepaid mail, to the party to whom
directed at the addresses and facsimile numbers set forth below, or to
such other addresses and numbers as may be designated by any party by
the giving of notice of a change in its address or facsimile number as
provided for herein.  All notices given as provided for herein, other
than by way of certified mail, shall be deemed effective upon personal
delivery, the next business day after delivery to the overnight courier
service or upon being faxed, as applicable.  Notice given by way of
certified mail shall be deemed effective upon receipt or refusal of
receipt thereof.  The addresses and facsimile numbers for notice to the
parties hereto are as follows:

      If to Borrower:                     Commonwealth Premium Finance
                                          Corporation
                                          3201 Nicholasville Road
                                          Lexington, KY  40512-4032

      If to John Robert Owens:            1905 Lakes Edge Drive
                                          Lexington, KY  40502

      If to William W. Davis, Jr.:        407 Adair Road
                                          Lexington, KY  40502

      If to D. Richard Meyer:             3362 Tisdale Drive
                                          Lexington, KY  40512

      with a copy to Borrower's
      and Guarantors' counsel:            Robert M. Beck, Jr., Esq.
                                          Stites & Harbison
                                          2300 Lexington Financial Center
                                          Lexington, Kentucky 40507

      If to Bank:                         William H. Poche
                                          Bank One, Kentucky, NA
                                          201 East Main Street
                                          Lexington, Kentucky  40507-2002
                                          Facsimile: (606) 231-2732

      with a copy to Bank's
            counsel at:                   Harvie B. Wilkinson
                                          STOLL, KEENON & PARK, LLP
                                          201 East Main Street, Suite 1000
                                          Lexington, Kentucky  40507-1380
                                          Facsimile: (606) 253-1093

Section 8.03 No Waiver; Remedies

        No failure on the part of Bank to exercise, and no delay in
exercising, any right, power, or remedy under any Loan Documents shall
operate as a waiver thereof; nor shall any single or partial


                                17
<PAGE>
<PAGE>

exercise of any right under any Loan Documents preclude any other or
further exercise thereof or the exercise of any other right.  The
remedies provided in the Loan Documents are cumulative and not exclusive
of any remedies provided by law or in equity.

Section 8.04 Successor and Assigns

        This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except
that neither Borrower nor either Guarantor may assign or transfer any of
their rights under any Loan Document to which they are a party without
the prior written consent of Bank.

Section 8.05 Costs, Expenses and Taxes

        Borrower agrees to pay on demand all reasonable costs and expenses
in connection with the preparation, execution, delivery, filing,
recording and administration of any and all of the Loan Documents,
including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for Bank and local counsel who may be retained by
said counsel, with respect thereto and with respect to advising Bank as
to its rights and responsibilities under any of the Loan Documents, and
all costs and expenses, if any, in connection with the enforcement of
any of the Loan Documents.  In addition, Borrower shall pay any and all
fees payable or determined to be payable in connection with the
execution, delivery, filing, and recording of any of the Loan Documents
and the other documents to be delivered under any such Loan Documents.
Borrower shall further pay all of the foregoing reasonable costs,
including reasonable attorney fees, associated with modification of the
Loan Documents, and preparation and recording of additional Loan
Documents.

Section 8.06 Right of Set Off

        Upon the occurrence and during the continuance of any Event of
Default, Bank is hereby authorized at any time and from time to time,
without notice to Borrower (any such notice being expressly waived), to
set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at
any time owing by Bank to or for the credit or the account of Borrower
against any and all of the obligations of Borrower, now or hereafter
existing under this Agreement or the Note or any other Loan Document,
irrespective of whether or not Bank shall have made any demand under
this Agreement or the Note or such other Loan Document and although such
obligations may be unmatured.  Bank agrees promptly to notify Borrower
after any such set off and application, provided that the failure to
give such notice shall not affect the validity of such set off and
application.  The rights of Bank under this Section 8.06 are in addition
to other rights and remedies (including, without limitation, other
rights of set off) which Bank may have.

Section 8.07 Waiver of Jury Trial

        BANK, BORROWER AND GUARANTORS HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF BANK, BORROWER OR GUARANTORS.  BORROWER AND GUARANTORS
ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER
LOAN DOCUMENT.



                                18

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<PAGE>

Section 8.08 Governing Law; Entire Agreement; Interpretation and Counterparts

        The substantive laws of the Commonwealth of Kentucky (without
regard to provisions governing conflicts of laws) shall govern the
construction of this Agreement, the Note and each other Loan Document
and the rights and remedies of the parties thereto, except to the extent
that the laws of any applicable state shall govern the creation or
perfection of the lien or security interest in Collateral located in
such applicable state, the enforcement of Bank's rights to such property
and/or the realization of Bank's rights in such property as security for
the Loan Obligations.  Except as otherwise provided herein, this
Agreement, the Note and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements, written or oral, with
respect thereto.  This Agreement may be executed in one or more
counterparts, each of which shall be a duplicate original, but all of
which shall constitute the same agreement.  In the event of any conflict
between any other Loan Document and the terms of this Agreement, the
terms of this Agreement shall be deemed to govern any such conflict.  To
the extent any other Loan Document is not directly in conflict with the
provisions hereof or can be reasonably construed in such a way as to be
consistent with the terms of this Agreement, the terms of such other
instrument or document shall govern.

Section 8.09 Severability of Provisions

        Any provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of such Loan Document or
affecting the validity or enforceability of such provision in any other
jurisdiction.

Section 8.10 Headings

        Article and Section headings in the Loan Documents are included in
such Loan Documents for the convenience of reference only and shall not
constitute a part of the applicable Loan Documents for any other
purpose.

Section 8.11 Jurisdiction and Venue

        The parties agree that the sole proper venue for the determination
of any litigation commenced by either Borrower or Guarantors against
Bank on any basis shall be in a court of competent jurisdiction which is
located in Fayette County, Kentucky, and the parties hereby expressly
declare that any other venue shall be improper and Borrower and
Guarantors expressly waive any right to a determination of any such
litigation against Bank by a court in any other venue.  Borrower and
each Guarantor further agrees that service of process by any judicial
officer or by registered or certified U.S. mail, as specified in
Section 8.02 on Notices, shall establish personal jurisdiction over
Borrower and Guarantors, and Borrower and Guarantors waive any rights
under the laws of any state to object to jurisdiction within the
Commonwealth of Kentucky.  Borrower and each Guarantor acknowledges that
this Agreement was negotiated, executed and delivered in the
Commonwealth of Kentucky and shall be governed and construed in
accordance with the laws thereof.  Provided, however, nothing contained
in this Section 8.11 shall prevent Bank from bringing any action or
exercising any rights against any security or against Borrower or either
Guarantor personally, and any of their property, within any other state.
Initiating such proceedings or taking such action in any other state
shall in no event constitute a waiver of the agreement contained herein
that the laws of the Commonwealth of Kentucky shall govern the rights
and obligations of the parties hereunder or of the submission herein
made by each Borrower and Guarantors to personal jurisdiction within the
Commonwealth of Kentucky.  The aforesaid means of obtaining personal
jurisdiction and perfecting service of process are not intended to be
exclusive, but are cumulative and in

                                19

<PAGE>
<PAGE>

addition to all other means of obtaining personal jurisdiction and
perfecting service of the laws of the Commonwealth of Kentucky or by any
other state in an action brought by Bank in such state.

Section 8.12 No Third Party Beneficiaries

        All conditions on the obligations of any party hereunder,
including the obligation of Bank to make Advances, are imposed solely
and exclusively for the benefit of the other parties thereto and Bank's
successors and assigns and any permitted assigns of Borrower.  No other
Person, including any shareholder, officer or director of Borrower,
shall have standing to require satisfaction of such conditions in
accordance with their terms or be entitled to assume that Bank will
refuse or decline to make Advances in the absence of strict compliance
with any or all thereof, and no other Person shall, under any
circumstances, be deemed to be a beneficiary of such conditions, any and
all of which may be freely waived in whole or in part by the respective
party to whom the performance of any such condition shall run at any
time if in the sole discretion of such party it deems it desirable to do
so, or if it fails to do so for any other reason.

Section 8.13 No Agency

        Bank is not the agent or representative of Borrower or Guarantors,
and neither Borrower nor either Guarantor is the agent or representative
of Bank, and nothing in this Agreement shall be construed to make Bank
liable to anyone for goods delivered to or services performed with
respect to the Collateral or for debts or claims accruing against
Borrower or Guarantors.  Nothing herein, nor the acts of the parties
hereto, shall be construed to create a partnership or joint venture
between Bank and Borrower or either Guarantor or any other relationship
except as creditor, debtor, and guarantor.

Section 8.14 Bank's Performance of Borrower's Covenants and Duties

        Should Borrower fail to perform any of its covenants, duties and
agreements in accordance with the terms hereof and an Event of Default
shall thereby result, Bank may, at its election and at Borrower's
expense, perform or attempt to perform such covenant, duty or agreement
on behalf of Borrower, but in no event shall Bank have any obligation to
do so.  Borrower shall, at the request of Bank, promptly pay, upon
demand, any reasonable amount expended by Bank in such performance or
attempted performance to Bank at the Head Office, together with interest
thereon at the default rate under the Note from the date such amount was
requested by Bank to be paid until paid; provided that Bank does not
assume and shall never have, except by a subsequent, express written
undertaking of Bank, any liability for the performance of any duties of
Borrower under or in connection with all or any part of the Collateral.
Bank shall be subrogated to all rights, titles, Liens and security
interests securing the payment of any debt, claim, tax or assessment for
the payment of which Bank may make an advance or that Bank may pay.

Section 8.15 Course of Dealing; Waiver

        No course of dealing in respect of, or any omission or delay in
the exercise of, any right, power, remedy or privilege by Bank shall
operate as a waiver thereof, nor shall any right, power, remedy or
privilege of Bank be exclusive of any other right, power, remedy or
privilege referred to herein or in any related document or now or
hereafter available at law, in equity, in bankruptcy, by statute or
otherwise.  Each such right, power, remedy or privilege may be exercised
by Bank, either independently or concurrently with others, and as often
and in such order as Bank may deem expedient.  No waiver or consent
granted by Bank with respect to this Agreement, the indebtedness or any
Loan Document or related writing shall be binding upon Bank, unless
specifically granted in writing by a duly authorized officer of Bank,
which writing shall be strictly construed.


                                20

<PAGE>
<PAGE>

Section 8.16 Absence of Oral Representations

        Borrower and Guarantors each represent and warrant that no
promises, assurances or commitments have been made to them by Bank or
have been relied on by them regarding any extension, renewal or future
financing, they understand and agree that Bank is entitled to enforce
this Agreement, the Note and all other Loan Documents strictly in
accordance with their terms, and any commitment or obligation to extend
or renew any financing or provide additional financing shall not be
binding on Bank, except to the extent contained in a writing signed by
every Person who is to be bound thereby.  Borrower and Guarantors
further acknowledge that (i) Bank does not presently anticipate
renewing, extending or further modifying the financing referenced in
this Agreement, and (ii) Bank anticipates the Note will be fully paid in
accordance with its terms on or before maturity.  Borrower and
Guarantors each agree and represent to Bank (which representation
Borrower and Guarantors acknowledge Bank is relying on in executing this
Agreement) that they will not rely on any (i) commitment or financing,
including, but not limited to, renewals, extensions and modifications,
unless signed in writing by Bank, and (ii) waiver of any right existing
at any time, and from time to time, either now or in the future, except
to the extent evidenced by a writing signed by the person effecting such
waiver.

Section 8.17 Indemnity

        Borrower shall indemnify Bank from and hold Bank harmless against
any loss suffered or liability incurred by Bank on account of any damage
to the person or property of the parties hereto or to third parties by
reason of the operation of Borrower's business, or otherwise arising out
of or connected to the conduct of Borrower, its officers, directors,
employees or agents, in connection with any matters which are the
subject of this Agreement.

Section 8.18 References

        Any and all references in this Agreement to any Document or
Documents shall be references to such document or documents as the same
may be from time to time modified, amended, renewed, consolidated or
extended, with the consent of Bank.


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.

                              COMMONWEALTH PREMIUM FINANCE
                              CORPORATION, a Kentucky corporation


                              BY: /s/ D.R. Meyer
                                 ------------------------------------------

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


                              /s/ John Robert Owens
                              ---------------------------------------------
                              JOHN ROBERT OWENS

                              /s/ William W. Davis, Jr.
                              ---------------------------------------------
                              WILLIAM W. DAVIS, JR.

                              /s/ D.R. Meyer
                              ---------------------------------------------
                              D. RICHARD MEYER




                              BANK ONE, KENTUCKY, NA,
                              a national banking association


                              BY: /s/ William H. Poche
                                 ------------------------------------------

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


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