EXTENSION AGREEMENT

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                                                                    EXHIBIT 28.3



                              EXTENSION AGREEMENT


                               December 23, 1999


     Reference is made to that certain First Amendment and Restated Promissory
Note dated August 19, 1999 (the "Note") between X'Xxxxxxx & Xxxxx, X.X. (the
"Payee") and Bestway, Inc. (the "Maker"). All capitalized terms used in this
agreement shall have the meanings given such terms in the Note, unless
otherwise defined herein.

     Pursuant to the Note, the current maturity is August 19, 2001. The Payee
and the Maker desire to extend the Note maturity until February 28, 2002.
Therefore, in consideration of the mutual reliance on the parties hereto, the
Payee and the Maker agree that (1) the maturity of the Note is extended to
February 28, 2002, unless sooner accelerated pursuant to the provisions of the
Note and that (2) all terms and provisions of the Note shall remain in full
force and effect and shall govern the rights and obligations of the Payee and
the Maker.

     EXECUTED as December 23, 1999.



                                   X'XXXXXXX & MASUR, L.P.

                                   By:  /s/ XXXXX X. X'XXXXXXX
                                        ----------------------
                                        Xxxxx X. X'Xxxxxxx
                                        Partner



                                   BESTWAY, INC.


                                   By:  /s/ XXXX X. XXXXXXX
                                        ----------------------
                                        Xxxx X. Xxxxxxx
                                        Chief Financial Officer




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