Master Security Agreement



This Master Security Agreement provides a set of terms and conditions that the

parties hereto intend to be applicable to various loan transactions secured by

personal property. Each such loan and security agreement shall be evidenced by a

schedule of indebtedness and collateral ("Schedule") executed by Secured Party

and Debtor that explicitly incorporates the provisions of this Master Security

Agreement and that sets forth specific terms of that particular loan and

security contract. Where the provisions of a Schedule conflict with the terms

hereof, the provisions of the Schedule shall prevail. Each Schedule shall

constitute a complete and separate loan and security agreement, independent of

all other Schedules, and without any requirement of being accompanied by an

originally executed copy of this Master Security Agreement. The term "Security

Agreement" when used herein shall refer to an individual Schedule.



One originally executed copy of the Schedule shall be denominated "Originally

Executed Copy No. 1 of 1 originally executed copies" and such copy shall be

retained by Secured Party. If more than one copy of the Schedule is executed by

Secured Party and Debtor, all such other copies shall be numbered consecutively

with numbers greater than 1. Only transfer of possession by Secured Party of

Originally Executed Copy No. 1 shall be effective for purposes of perfecting an

interest in such Schedule by possession.



1. Grant of Security Interest; Description of Collateral.



Debtor grants to Secured Party a security interest in the property described in

the Schedules now or hereafter executed by or pursuant to the authority of the

Debtor and accepted by Secured Party in writing, along with all present and

future attachments and accessories thereto and replacements and proceeds

thereof, including amounts payable under any insurance policy, all hereinafter

referred to collectively as "Collateral" Each Schedule shall be serially

numbered. Unless and only to the extent otherwise expressly provided in a

Schedule, no Schedule shall replace any previous Schedule but shall be

supplementary to all previous Schedules.



2. What Obligations the Collateral Secures.



Each item of Collateral shall secure not only the specific amount which Debtor

promises to pay in each Schedule, but also all other present and future

indebtedness or obligations of Debtor to Secured Party of every kind and nature

whatsoever.



3. Promise to Pay; Terms and Place of Payment.



Debtor promises to pay Secured Party the amounts set forth on each Schedule at

the rate and upon such terms as provided therein.



4. Use and Location of Collateral.



Debtor warrants and agrees that the Collateral is to be used primarily for:

[X] business or commercial purposes (other than agricultural),

[_] agricultural purposes (see definition on the final page), or

[_] both agricultural and business or commercial purposes.





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