For Bank Use Only       Reviewed by_____



                                        Due JANUARY 1, 2007



                                        Customer # 1105510939   Loan #



                                    TERM NOTE

                            (For Term Loan Agreement)



$ 1,400,000.00                                                 DECEMBER 18, 2002



         FOR VALUE RECEIVED, the undersigned borrower (the "Borrower"), promises

to pay to the order of U. S . BANK N. A. ____________________________

(the"Bank"), the principal sum of ONE MILLION FOUR HUNDRED THOUSAND AND

NO/100________________________________________________________________

Dollars($ 1,400,000.00).



  Interest.



The unpaid principal balance will bear interest at an annual rate equal to

0.500% plus the prime rate announced by the Bank.



The interest rate hereunder will be adjusted each time that the prime rate

changes.



   Payment Schedule.



Principal is payable in 47 installments of $29,166.67 each, beginning FEBRUARY

1, 2003, and on the same date of each CONSECUTIVE month thereafter (except that

if a given month does not have such a date, the last day of such month), plus a

final payment equal to all unpaid principal on JANUARY 1, 2007, the maturity

date.



Interest is payable beginning FEBRUARY 1, 2003, and on the same date of each

CONSECUTIVE month thereafter (except that if a given month does not have such a

date, the last day of such month), plus a final interest payment with the final

payment of principal.



         Interest will be computed for the actual number of days principal is

unpaid, using a daily factor obtained by dividing the stated interest rate by

360.



         Notwithstanding any provision of this Note to the contrary, upon any

default or at any time during the continuation thereof (including failure to pay

upon maturity), the Bank may, at its option and subject to applicable law,

increase the interest rate on this Note to a rate of 5% per annum plus the

interest rate otherwise payable hereunder. Notwithstanding the foregoing and

subject to applicable law, upon the occurrence of a default by the Borrower or

any guarantor involving bankruptcy, insolvency, receivership proceedings or an

assignment for the benefit of creditors, the interest rate on this Note shall

automatically increase to a rate of 5% per annum plus the rate otherwise payable

hereunder.



         In no event will the interest rate hereunder exceed that permitted by

applicable law. If any interest or other charge is finally determined by a court

of competent jurisdiction to exceed the maximum amount permitted by law, the

interest or charge shall be reduced to the maximum permitted by law, and the

Bank may credit any excess amount previously collected against the balance due

or refund the amount to the Borrower.



           Subject to applicable law, if any payment is not made on or before

           its due date, the Bank may collect a delinquency charge of 5% of the

           unpaid amount. Collection of the late payment fee shall not be deemed

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