INSTALLMENT NOTE

INSTALLMENT NOTE



$2,131,000.00 Mobile AL December 1997

---------------- -----------------, ------- ------------------, --

(City) (State) (Date)



For value received, the undersigned (whether one or more, hereinafter called the "Obligors") promise(s) to pay to the order of SouthTrust Bank, National Association (hereinafter called the "Bank" or, together with any other holder of this note, the "Holder"), at any office of the Bank in Birmingham, Alabama, or at such other place as the Holder may designate, the principal sum of Two Million One Hundred Thirty One Thousand and no/100------- Dollars, together with interest thereon at the rate provided below from the date of this note (or other interest accrual date shown below) until maturity (whether as originally scheduled or upon acceleration following default), and with interest on the unpaid balance of the principal sum (plus accrued but unpaid interest at maturity, to the extent permitted by law) at the rate which is 2 percent per annum in excess of the rate provided below or the maximum rate allowed by law, whichever is less, from maturity until said indebtedness is paid in full. Interest will continue to accrue daily on the entire unpaid balance of the principal sum of this note until each payment under this note is received by the Holder at the address provided above. Interest will accrue beginning on the date of this note unless another date is shown here: _________________, 19__.



INTEREST RATE. Interest will accrue on the above-stated principal sum as follows (mark applicable provision):

___ Variable Rate Interest will accrue on the above-stated principal sum at the rate per annum which is ____________ percentage

points in excess of the Index Rate. Unless another rate is made applicable below, the "Index Rate" is the rate

of interest designated by the Bank periodically as its Base Rate. The Base Rate is not necessarily the lowest

rate charged by the Bank. The Base Rate on the date of this note is _________ percent.

___ (check box if applicable) The "Index Rate is the weekly auction average yield of ________-week U.S.

Treasury Bills at the most recent auction prior to the date the interest rate payable under this note is

calculated. The Index Rate on the date of this note is _______ percent.

The rate of interest payable under this note will change to reflect any change on the Index Rate:

___ on any day the Index Rate changes. ___ on the _________ day of each month hereafter.

___ on the day each payment of interest is due as provided below. ___ _____________________________________.

Obligors may prepay this note in full at any time without penalty.



_X_ Fixed Rate Interest will accrue on the above-stated principal sum at the rate of 8.19 percent per annum.



Interest on the principal sum will be calculated at the rate set forth above on the basis of a 360-day year and the actual number of days elapsed by multiplying the principal sum by the per annum rate set forth above, multiplying the product thereof by the actual number of days elapsed, and dividing the product so obtained by 360.



PAYMENT SCHEDULE. The above-stated principal sum and interest thereon shall be paid as follows (mark applicable provision):

___ Installments The Obligors promise to pay the above-stated principal sum in __________ consecutive

of Principal, ___ monthly installments ___ quarterly installments ___ __________________ installments in the amount

Interest Paid of $_____________________ each, beginning _____________________, 19____ and continuing on the same day of each

Separately month, quarter, or other period (as applicable) therea ...