Form of Installment Loan

EXHIBIT 10.21


EDGAR COUNTY BANK & TRUST CO. D W LEASING COMPANY, LLC KJW / DFS 177 W WOOD ST TERRY WHITESELL PRESIDENT Loan Number 18999 P0 BOX 400 502 CROSSOVER ROAD Date PARIS IL 61944 TUPELO MS 38801 Maturity Date LENDER'S NAME AND ADDRESS Loan Amount $ "You" means the Lender, its BORROWER'S NAME AND Renewal of successors and assigns. ADDRESS
"I" includes each Borrower
above, jointly and
severally.


TERMS FOLLOWING A APPLY ONLY IF CHECKED


NOTE - For value received, I promise to pay to you, or your order, at your address above, the principal sum of: -----------------------------------------
Dollars $ plus Interest from at the rate of % per year until ---------- .


ADDITIONAL FINANCE CHARGE - I also agree to pay a nonrefundable service charge of $ __ , and it will be __ paid in cash. __ paid pro rata over the loan term. __ withheld from the proceeds. (If this fee is withheld from the proceeds, the amount is included in the principal sum.)


PAYMENT - I will pay this note as follows: (a) ___ Interest due:
Principal due: (b) _X_ This note has payments. The first payment will be in the amountof $ and will be due


A payment of $ will be due on the day of each MONTH thereafter. The final payment of the entire unpaid balance of principal and interest will be due .


INTEREST - Interest accrues on a [X] P0ST-MATURITY INTREST. Interest will 360/ACTUAL basis accrue at the rate of _______ per [ ]MINIMUM INTEREST CHARGE - I agree year on the balance of this note not to pay a minimum interest charge of paid at maturity, including maturity by $ ______________ if I pay this loan acceleration off before you have earned that much [X] LATE CHARGE - I agree to pay a 7.00% ABOVE YOUR CURRENT CONTRACT RATE late charge on any payment made more ON ANY AMOUNT 30 DAYS PAST DUE than 10 days after it is due equal to 5% of the payment, or THE PURPOSE OF THIS LOAN IS - $10.00, whichever is greater.


SECURITY - You have certain rights that may affect my property As explained on page 2. This loan [ ] is [X] is not further secured.


(a) This loan is secured by , dated .


(b) [X Security Agreement - I give you a security interest in the Property
described below. The rights I am giving you in this Property and the
obligations this agreement secures are defined on page 2 of this agreement.


This Property will be used for BUSINESS purposes.


ANNUAL PERCENTAGE RATE FINANCE CHARGE AMOUNT FINANCED TOTAL OF PAYMENTS I have the right to
The cost of my credit The dollar amount The amount of credit The amount I will have receive at this time an
as a yearly rate. the provided to me or on my paid when I have made itemization of the
credit will cost me. behalf. all scheduled payments. Amount Financed.
% YES - I want
$ $ $ an itemization.


NO
-
I
do
not
want
an
itemization.


My Payment Schedule will be: Number of Payments Amount of Payments When Payments Are Due
"e" means an estimate


$________ Filing Fees
$________ Nonfiling Insurance 1[ ]This note has a demand feature. [ ]This note is payable on demand end all disclosures are based on an assumed maturity of one year.


Security - I am giving a security interest in: [ ] the goods or property being purchased. [X] the goods or property being purchased. 2001 PREVOST COACH [ ] collateral securing other loans with you may also secure this loan. [ ] my deposit accounts and other rights to the payment of money from you. [X] Late Charge - I will be charged a late charge on any payment made more than 10 day, after It is due equal to 5% of the payment, or *10.00, whichever is greater. [ ] Required Deposit - The annual percentage rate does not take Into account my required deposit. Prepayment - If I pay off this note early, I
[ ] may [X] will not have to pay a penalty.
[ ] may [X] will not be entitled to a refund of part of the
finance charge


[X] ~Assumption -Someone buying the property securing this obligation cannot assume the remainder of the obligation on the original terms. I can see my contract documents for any additional Information about nonpayment, default, any required repayment before the scheduled date, and prepayment refunds arid penalties.


CREDIT INSURANCE - Credit life Insurance and credit disability Insurance are not reqired to obtain credit, and will not be provided unless I agree to pay the additional premiums


ITEMIZATION OF AMOUNT FINANCED
AMOUNT GIVEN TO ME DIRECTLY $------------------
AMOUNT PAID ON MY (LOAN) ACCOUNT Type Premium Term __________________________ $ -----------------


Credit Life AMOUNTS PAID TO OTHERS ON MY BEHALF: Credit Disability Insurance Premiums $ ----------------- Joint Credit Life to Public Officials$ ------------------ - ------------------------------- ---------------------- $----------------- I [ ] do [X do not want credit life Insurance. $----------------- I [ ] do [X do not want credit disability insurance. $----------------- I [ ] do [X do not want joint credit life insurance.
(less) PREPAID FINANCE CHARGE(S)$----------------- I [ ] do _________________________________________________ insurance. X Amount Financed $ X (You are retaining a portion of the
Items marked above with an asterisk)
(Add all items financed and subtract
prepaid finance charges.)


PROPERTY INSURANCE - I may obtain property Insurance from anyone I want that is acceptable to you. if I get the insurance from or through you I will pay $ ______________________ for __________________________ of coverage.


INTEREST INSURANCE - I may obtain a single interest insurance from _________ Is acceptable to you. If I get the insurance from anyone I want or through you I will pay $_______ for ____________ of coverage.
(optional)


SIGNATURES. IAGREE TO THE TERMS SET OUT ON PAGE 1 SINGLE AND
PAGE 2 OF THIS AGREEMENT. I HAVE RECEIVED A COPY OF THIS
DOCUMENT ON TODAY'S DATE.


COSIGNERS - SEE NOTICE ON PAGE 2 BEFORE SIGNING.
Signature--------------------------------------
D W LEASING COMPANY, LLC Signed _____________________________ Title DAVID SULLIVAN~ PRESIDENT
Signature-------------------------------------
TERRY WHITESELL PRESIDENT


ADDITIONAL TERMS OF THE NOTE


DEFINITIONS - "I," "me" or "my' means each Borrower who signs this note and each other person or legal entity (including guarantors, endorser,, and sureties) who agrees to pay this note (together referred to as "us"). "You" or `your' means the Lender and its successor, and assigns.


APPLICABLE LAW - This note and any agreement securing this note will be governed by the laws of the state of Illinois. The federal Truth-in-Lending disclosures on page 1 are disclosures only and are not intended to be terms of this agreement. The fact that any part of this note cannot be enforced will not affect the rest of this note. Any change to this note or any agreement securing this note must be in writing and signed by you and me. PAYMENTS - Each payment I make on this loan will be applied first to any charge. I owe other than principal and interest, then to interest that is due, and finally to principal that is due. No late charge will be assessed on any payment when the only delinquency is due to late fees assessed on earlier payments and the payment is otherwise a full payment. The actual amount of my final payment will depend on my payment record.


I understand and agree that some payments to third parties as a part of this contract may involve money retained by you or paid back to you as commissions or other remuneration.


PREPAYMENT - I may prepay this loan in whole or in part at any time. If I prepay in part, I must still make each later payment in the original amount as it becomes due until this note is paid in full.


ACCRUAL METHOD - The amount of interest that I will pay on this loan will be calculated using the interest rate and accrual method stated on page 1. For interest calculation, the accrual method will determine the number of days in a year. if no accrual method is stated, than you may use any accrual method for calculating interest allowed by law.


POST-MATURITY INTEREST - Interest will accrue on the principal balance remaining unpaid after final maturity at the rate specified on page 1. For purposes of this section, final maturity occurs: (a) If this loan is payable on demand, on the date you make demand for payment; (b) If this loan is payable on demand with alternate payment date(s), on the date you make demand for payment or on the final alternate payment date, whichever is earlier; (c) On the date of the last scheduled payment of principal; or (d) On the date you accelerate the due date of this loan (demand immediate payment).


REAL ESTATE OR RESIDENCE SECURITY - If this loan is secured by real estate or a residence that is personal property, the existence of a default and your remedies for such a default will be determined by applicable law, by the terms of any separate instrument creating the security Interest and, to the extent not prohibited by law end not contrary to the terms of the separate security Instrument, by this agreement.


DEFAULT - Subject to any limitations in the "REAL ESTATE OR RESIDENCE SECURITY" paragraph above, I will be in default on this loan and any agreement securing this loan if any one or more of the following occurs:


(a) I fail to make a payment in lull when due;


(b) I die, am declared Incompetent, or become insolvent;


(c) I fail to keep any promise I have made in connection with this loan;


(d) I fail to pay, or keep any other promise on, any other loan or agreement I
have with you;


(e) I make any written statement or provide any financial information that is
untrue or inaccurate at the time it is provided;


(f) Any creditor of mine attempts to collect any debt I owe through court
proceedings, set-off or self-help repossession;


(g) The Property Is damaged, destroyed or stolen;


(h) I fail to provide any additional security that you may require;


(i) Any legal entity (such as a partnership or corporation) that has agreed to
pay this note merges, dissolves, reorganizes, ends its business or
existence, or a partner or majority stockholder dies or is declared
incompetent; or


(j) Anything else happens that causes you to believe that you will have
difficulty collecting the amount I owe you. If any of us are In default on
this note or any security agreement, you may exercise your remedies against
any or all of us.


REMEDIES - Subject to any limitations In the `REAL ESTATE OR RESIDENCE SECURITY' paragraph above, if I am In default on this loan or any agreement securing this loan, you may:


(a) Make unpaid principal, earned interest and all other agreed charges I owe
you under this loan immediately due;


(b) Use the right of set-off as explained below;


(c) Demand more security or new parties obligated to pay this loan (or both) in
return for not using any other remedy;


(d) Make a claim for any and all insurance benefits or refunds that may be
available on my default;


(e) Use any remedy you have under state or federal law; and


(f) Use any remedy given to you In any agreement securing this loan.


By choosing any one or more of these remedies you do not give up your right to use another remedy later. By deciding not to use any remedy should I be in default, you do not give up your right to consider the event a default if it happens again.


COSTS OF COLLECTION AND ATTORNEYS' FEES - I agree to pay you all reasonable costs you incur to collect this debt or realize on any security. This includes, unless prohibited by law, reasonable attorneys' fees. This provision also shall apply ill file a petition or any other claim for relief under any bankruptcy rule or law of the United States, or if such petition or other claim for relief is filed against me by another.


SET-OFF - I agree that you may set off any amount due end payable under this note against any right I have to receive money from you. "Right to receive money from you" means:


(a) Any deposit account balance I have with you;


(b) Any money owed to me on an item presented to you or in your possession I or
collection or exchange; and


(c) Any repurchase agreement or other nondeposit obligation.


"Any amount due and payable under this note" means the total amount of which you are entitled to demand payment under the terms of this note at the time you set off. This total includes any balance the due date for which you properly accelerate under this note.


If my right to receive money from you is also owned by someone who has not agreed to pay this note, your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. it also does not apply to any Individual Retirement Account or other tax-deferred retirement account.


You will not be liable for the dishonor of any check when the dishonor occurs because you set off this debt against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off.


OTHER SECURITY - Any present or future agreement securing any other debt I owe you also will secure the payment of this loan. Property securing another debt will not secure this loan If such property is my principal dwelling and you fail to provide any required notice of right of rescission. Also, property securing another debt will not secure this loan to the extant such property is in household goods.


OBLIGATIONS INDEPENDENT - I understand that my obligation to pay this loan is independent of the obligation of any other person who has also agreed to pay it. You may, without notice, release me or any of us, give up any right you may have against any of us, extend new credit to any of us, or renew or change this note one or more times and for any term, and I will still be obligated to pay this loan. You may, without notice. I all to perfect your security interest in. impair, or release any security and I will still be obligated to pay this loan.


WAIVER - I waive (to the extent permitted by law) demand, presentment, protest. notice of dishonor and notice of protest.


PRIVACY - I agree that from time to time you may receive credit information about me from others, including other lenders and credit reporting agencies. I agree that you may furnish on a regular basis credit and experience Information regarding my loan to others seeking such Information. To the extent permitted by law, I agree that you will not be liable for any claim arising from the use of Information provided to you by others or for providing such information to others.


FINANCIAL STATEMENTS - I will give you any financial statements or information that you feel is necessary. All financial statements and information I give you will be correct end complete.


PURCHASE MONEY LOAN - If this is a purchase money loan, you may include the name of the seller on the check or draft for this loan.


ADDITIONAL TERMS OF THE SECURITY AGREEMENT


SECURED OBLIGATIONS - This security agreement secures this loan (Including all extensions, renewals, refinancings and modifications) and any other debt I have with you now or later. Property described In this security agreement will not secure other such debt, if you fail to give any required notice of the right of rescission with respect to the Property. Also, this security agreement will not secure other debts if this security interest is in household goods and the other debt is a consumer loan. This security agreement will last until it is discharged in writing.


For the sole purpose of determining the extent of a purchase money security interest arising under this security agreement:


(a) Payments on any nonpurchase money loan also secured by this agreement not
be deemed to apply to the purchase money loan; and


(b) Payments on the purchase money loan will be deemed to a p ply first to the
nonpurchase money portion of the loan, if any, and then to the purchase
money obligations in the order in which the items were acquired.


No security interest will be terminated by application of this formula. "Purchase money loan" means any loan the proceeds of which, in whole or in part, are used to acquire any property securing the loan and all extensions, renewals, consolidations end refinancing. of such loan.


PROPERTY - The word "Property" as used here, includes all property that is listed in the security agreement on page 1. If a general description is used, the word Property includes all my property fitting the general description. Property also means all benefits that arise from the described Property (including all proceeds, insurance benefits, payments from others, interest, dividends, stock splits and voting rights). It also means property that now or later is attached to, is a part of, or results from the Property.


OWNERSHIP AND DUTIES TOWARD PROPERTY - Unless a co-owner(s) of the Property signed a third party agreement, I represent that I own all the Property. will defend the Property against any other claim. I agree to do whatever you require to perfect your Interest and keep your priority. I will not do anything to harm your position.


I will keep the Property in my possession (except if pledged and delivered to you). I will keep it in good repair and use it only for its intended purposes. I will keep it at my address unless we agree otherwise in writing.


I will not try to sell or transfer the Property, or permit the Property to become attached to any real estate, without your written consent. I will pay all taxes and charges on the Property as they become due. I will inform you of any loss or damage to the Property. You have the right of reasonable access in order to inspect the Property.


INSURANCE - I agree to buy insurance on the Property against the risks and for the amounts you require. I will name you as loss payee on any such policy. You may require added security on this loan if you agree that insurance proceeds may be used to repair or replace the Property. I agree that if the insurance proceeds do not cover the amounts I still owe you, I will pay the difference. I will buy the insurance from a firm authorized to do business in Illinois. The firm will be reasonably acceptable to you. I will keep the ...