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                                                                    Exhibit 10.1

PROMISSORY NOTE

Borrower:     Littlefield, Adams & Company (TIN: 22-1469846)
              6262 Executive Blvd.
              Huber Heights, OH 45424


Lender:   THE BANK OF FLOYD
          P.O. BOX 215
          101 JACKSONVILLE CIRCLE
          FLOYD, VA 24091

Principal Amount: $463,916.29         Initial Rate: 8.750%        Date of Note:
May 1, 1999

PROMISE TO PAY. Littlefield, Adams & Company ("Borrower") promises to pay to
THE BANK OF FLOYD ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Four Hundred Sixty Three Thousand Nine Hundred
Sixteen & 29/100 Dollars ($463,916.29), together with interest on the unpaid
principal balance from May 1, 1999, Until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 59 payments of $9,575.62 each payment and an
irregular last payment estimated at $9,575.97. Borrower's first payment is due
May 31, 1999, and all subsequent payments are due on the same day of each month
after that. Borrower's final payment will be due on April 30, 2004, and will be
for all principal, accrued interest, and all other applicable fees, costs and
charges, if any, not yet paid. Payments include principal and interest.
Interest on this Note is computed on a 365/365 simple interest basis; that is,
by applying the ratio of the annual interest rate over the number of days in a
year, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender
at Lender's address shown above or at such other place as Lender may designate
in writing- Unless otherwise agreed or required by applicable law, payments
will be applied first to accrued unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the WALL
STREET JOURNAL PRIME RATE (the "Index"). The Index is not necessarily the
lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notice to Borrower. Lender will tell Borrower the current Index rate upon
Borrower's request. Borrower understands that Lender may make loans based on
other rates as well. The interest fate change will not occur more often than
each year on April 1. 2000. The Index currently Is 7.750% per annum. The
interest rate to be applied to the unpaid principal balance of this Note will
be at a rate of 1.000 percentage point over the Index, resulting in an Initial
rate of 8.750% per annum. NOTICE: Under no circumstances will the interest rate
on this Note be more than the maximum rate allowed by applicable law. Whenever
increases occur in the interest rate, Lender, at its option, may do one or more
of the following: (a) increase Borrower's payments to ensure Borrower's loan
will pay off by its original final maturity date, (b) increase Borrower's
payments to cover accruing interest, (c) increase the number of Borrower's
payments, and (d) continue Borrower's payments at the same amount and increase
Borrower's final payment.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a minimum interest
charge of $100.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, they will reduce the principal balance due and may
result in Borrower making fewer payments.

LATE CHARGE. If a payment is 7 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment


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05-01-99                           PROMISSORY NOTE                        Page 2
Loan No. 0106200000


DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term. obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Any representation or statement made or furnished
to Lender by Borrower or on Borrower's behalf is false or misleading in any
material respect either now or at the time made or furnished- (d) Borrower
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Borrower's property on
or in which Lender has a lien or security interest. This includes a garnishment
of any of Borrower's accounts with Lender. (f) Any guarantor dies or any of the
other events described in this default section occurs with respect to any
guarantor of this Note. (9) A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired. (h) Lender in good faith deems itself
insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest, together with all other
applicable fees, costs and charges, if any, immediately due and payable,
without notice, and then Borrower will pay that amount. Furthermore, subject to
any limits under applicable law, upon default, Borrower also agrees to pay
Lender's attorneys' fees, and all of Lender of her collection expenses, whether
or not there is a lawsuit and including without limitation legal expenses for
bankruptcy proceedings. This Note shall be governed by, construed and enforced
in accordance with the laws of the Commonwealth of Virginia. Lender and
Borrower hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either party against the other.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

COLLATERAL- This Note is secured by Financing Statements and Security
Agreements dated 01/17/92 and 12/26/96 and amended May 1, 1999 and Financing
Statement arid Security Agreement dated May 1, 1999 from Littlefield, Adams &
Company to The Bank of Floyd.

SIGNATURES AND SEALS. In witness whereof, I have signed my name and affixed my
seal.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan, or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the collateral;
and take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:
Littlefield, Adams & Company
By:                                                 By:
/s/  Michael B. Balber, President and CEO           /s/  Warren L. Rawls, CFO,
                                                         Sec. & Treas.