<PAGE>

                                                                    Exhibit 10.4

                                 LOAN AGREEMENT
                                 --------------

         This Loan Agreement is made effective as of the 12th day of September,
2002, by and between METROPOLITAN FINANCIAL CORP., an Ohio corporation with its
principal place of business located at 22901 Millcreek Boulevard, Highland
Hills, Ohio 44122, (the "Borrower"), and SKY BANK, an Ohio state chartered
financial institution, with its principal office located at 10 East Main Street,
Salineville, Ohio 43945, (the "Bank").

          Whereas, the Borrower has requested that the Bank extend credit to the
Borrower in the original principal amount of Five Million Dollars
($5,000,000.00) in accordance with the terms and conditions of this Agreement,
and

          Whereas, the Bank is willing to do so upon the terms and conditions of
this Loan Agreement and every other document executed in connection therewith.

          NOW, THEREFORE, in consideration of the foregoing and the
representations, covenants and mutual agreements herein contained, the parties
hereby agree as follows:

                             SECTION I. DEFINITIONS
                             ----------------------

As used herein:

          ACCOUNTING TERMS. Any accounting terms not specifically defined herein
shall be construed in accordance with GAAP consistent with that applied in the
preparation of the "Financial Statements", as hereinafter defined, and all
financial data submitted pursuant to this Agreement shall be prepared in
accordance with such principles.

          "ACCOUNTS," "CHATTEL PAPER," "CONTRACTS," "DOCUMENTS," "FIXTURES,"
"GENERAL INTANGIBLES," "GOODS," and "INSTRUMENTS," shall have the same
respective meanings as are given to those terms in the Uniform commercial Code
as presently adopted and in effect in the State of Ohio.

          "ADVANCE(S)" means one or more distributions of borrowed funds made by
the Bank, delivered to and made pursuant to requests of the Borrower under this
Agreement.

          "AFFILIATE" means, as to any Person, each other Person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by
or under common control with, such Person.

          "BORROWER'S COLLATERAL" means any land or real property owned by a
third party which becomes collateral in the future in connection with any
agreement by and between such third party and the Borrower and/or any of the
Subsidiaries.

          "BUSINESS DAY" means a day other than a Saturday, a Sunday or a day on
which commercial banks in the State of Ohio are authorized to close.


<PAGE>


          "CAPITAL EXPENDITURE" means, for any fiscal year or portion thereof,
(i) all expenditures during such fiscal year or portion thereof for any fixed
assets or improvements, or for replacement or substitutions therefor or
additions thereto, that have a useful life of more than one year plus (ii) the
purchase price of assets acquired in connection with any Capital Lease entered
into during such fiscal year or portion thereof.

          "CAPITAL LEASE" means all leases which have been or should be
capitalized on the books of the Borrower in accordance with GAALP,

          "CLOSING" has the meaning provided in Section 3.01.

          "COLLATERAL" has the meaning provided in Section 4.01.

          "COLLATERAL DOCUMENTS" means the Pledge Agreement and the UCC
statements filed in connection therewith.

          "CURRENT ASSETS" and "CURRENT LIABILITIES" mean, at any time, all
assets or liabilities, respectively, that should, in accordance with GAAP, be
classified as current assets or current liabilities, respectively, on the
balance sheet of the Borrower.

          "EMPLOYEE PENSION BENEFIT PLAN" and "EMPLOYEE BENEFIT PLAN" shall have
the same respective meanings as are given to those terms in ERISA.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may, from time to time, be amended.

          "EVENT OF DEFAULT" has the meaning provided in Section 7.01.

          "ENVIRONMENTAL LAWS" means any existing or hereafter enacted laws,
ordinances, orders, rules and regulations and other requirements of any
governmental authority affecting or regulating any hazardous, toxic or dangerous
waste, substance or material such as in (or for purposes of) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLAY') as
amended 42 U.S.C. Sections 9601 ET SEQ., Resource Conservation and Recovery Act
(RCRA) 42 U.S.C. Section 9601 ET SEA., Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C. Section 135 ET SEQ., the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 1801 ET SEQ., Ohio Revised Code Sections
3734.01 ET SEQ., Sections 3751.01 ET SEQ., the Clean Air Act, 42 U.S.C. Section
7401 ET SEQ., the Clean Water Act, 33 U.S.C. Section 1251 ET SEQ., the Toxic
Substances Control Act, 15 U.S.C. Section 2601 ET SEQ., or any other federal,
state or local, statute, law or common law, ordinance, code, rule, regulation,
order or decree regulating, relating to, or imposing liability or standards of
conduct concerning any hazardous or toxic waste, substance or material including
any material, waste or substance which is derived from or contains or is (A)
petroleum or a petroleum product, (B) asbestos, (C) polychlorinated biphenyls;
(D) flammable; (F) explosive; (G) corrosive or (H) radioactive. "Environmental
Laws" shall also include without limitation any liability theory under tort,
nuisance or absolute liability for impairment or diminution of or interference
with any personal


                                       2
<PAGE>


or property right -created or protected by Environmental Laws, including,
without limitation, damage to natural resources or wildlife or ground or
drinking water supplies, relating to or arising out of Borrower's Collateral.

          "FINANCIAL STATEMENTS" means the consolidated financial statements of
the Borrower prepared from time to time in accordance with GAAP by an
independent certified public accountant of recognized standing to present fairly
the financial position and results of operations of the businesses of the
Borrower at such date and for such periods.

          "FISCAL YEAR" means the Borrower's annual accounting period which
currently ends on December 31 of each calendar year.

          "GAAP" means generally accepted accounting principles applied
consistently and used in the preparation of the Financial Statements, with such
changes or modifications thereto as may be approved in writing by the Bank.

          "GUARANTY" means the form of Guaranty attached hereto as Exhibit `C'
signed or to be signed by Robert M. Kaye, a shareholder of the Borrower.

          "INDEBTEDNESS" means all items of indebtedness, obligation or
liability, whether matured or unmatured, liquidated or unliquidated, direct or
contingent, joint or several, of the Borrower to the Bank, including without
implied limitations:

                   (A) All indebtedness guaranteed, directly or indirectly, in
          any manner, or endorsed (other than for collection or deposit in the
          ordinary course of business) or discounted with recourse;

                   (B) All indebtedness in effect guaranteed, directly or
          indirectly, through agreements, contingent or otherwise: (1) to
          purchase such indebtedness; or (2) to purchase, sell, or lease (as
          lessee or lessor) property, products, materials, or supplies or to
          purchase or sell services, primarily for the purpose of enabling the
          debtor to make payment of such indebtedness or to insure the owner of
          the indebtedness against loss; or (3) to supply funds to, in any other
          manner invest in, the debtor;

                   (C) All indebtedness secured by (or for which the holder of
          such indebtedness has a right, contingent or otherwise, to be secured
          by) any mortgage, deed of trust, pledge, lien, security interest, or
          other charge or encumbrance upon property owned by the Borrower or
          acquired by the Borrower subject thereto, whether or not the
          liabilities secured thereby have been assumed; and

                   (D) All indebtedness whether incurred under a Capital Lease
          or otherwise, as the lessee of goods or services under leases that, in
          accordance with GAAP, should not be reflected on the lessee's balance
          sheet.



                                       3
<PAGE>


                   (E) All indebtedness evidenced by the Cognovit Revolving Note
          of even date herewith in the original principal amount of Five Million
          Dollars ($5,000,000.00) (the "Note") together with all amendments,
          extensions, modifications and refinancings thereof.

          "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
the same may from time to time be amended.

          "LAWS" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs, or decrees of any government or political subdivision or
agency thereof, or any court or similar entity established by any thereof.

          "LIABILITIES" means all Indebtedness that, in accordance with GAAP,
should be classified as liabilities on the balance sheet of the Borrower.

           "LOAN" means the extension of credit to be made on a revolving basis
pursuant to Section II.

          "LOAN DOCUMENTS" shall mean this Agreement, together with all exhibits
and schedules annexed hereto and all other documents now or hereafter executed
by or on behalf of the Borrower in connection herewith and any and all
modifications or extensions or supplements to or replacement for, in whole or in
part, any of the above-described documents, including, without limitation, the
Note, the Guaranty and the Pledge Agreement.

          "MATURITY DATE" means December 31, 2003 or such earlier date brought
about by acceleration due to an Event of Default.

          "NET WORKING CAPITAL" means, at any time the amount by which Current
Assets exceed Current Liabilities,

          "OBLIGATIONS" means the obligations of the Borrower:

                   (A) To pay the principal of and interest on the Note in
          accordance with the terms thereof and to satisfy all of their other
          Liabilities (including, without limitation, fees and charges) due to
          the Bank, whether hereunder or otherwise, whether now existing or
          hereafter incurred, matured or unmatured, direct or contingent, joint
          or several, including any extensions, modifications, renewals thereof
          and substitutions therefor;

                   (B) To repay to the Bank all amounts advanced by the Bank
          hereunder or otherwise on behalf of the Borrower, including, but
          without limitation, Advances for principal or interest payments to
          prior secured parties, mortgagees, or lienors, or for taxes, levies,
          insurance, rent, or repairs to, or maintenance or storage of, any of
          the Collateral;

                   (C) To reimburse the Bank within a reasonable time after
          demand, not to exceed thirty (30) days, (i) for all of the Bank's
          itemized expenses and costs, including the




                                       4
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          reasonable fees and expenses of its counsel, in connection with the
          preparation, amendment, or modification, of this Agreement and the
          documents required hereunder as provided for in Sections 2.11 and 2.12
          hereof, including (without implied limitation) any proceeding brought,
          or threatened, to enforce payment of any of the obligations referred
          to in the foregoing paragraphs (A) and (B); and

                   (D) To indemnify the Bank, within a reasonable time after
          demand, not to exceed thirty (30) days, from and against any and all
          claims, losses and liabilities growing out of or resulting from this
          Agreement (including, without limitation, enforcement of this
          Agreement), except claims, losses or liabilities resulting from the
          Bank's negligence or willful misconduct.

   "PERMITTED LIENS" means:

                   (A) Liens for taxes, assessments, or similar charges,
          incurred in the ordinary course of business that are not yet due and
          payable;

                   (B) Pledges or deposits made in the ordinary course of
          business to secure payment of worker's compensation obligations, or to
          participate in any fund in connection with worker's compensation,
          unemployment insurance, old-age pensions, or other social security
          programs;

                   (C) Incohate liens of mechanics, materialmen, warehousemen,
          carriers, or other like liens, securing obligations incurred in the
          ordinary course of business that are not yet due and payable;

                   (D) Good faith pledges or deposits made in the ordinary
          course of business to secure performance of bids, tenders, contracts
          (other than for the repayment of borrowed money) or leases, or to
          secure statutory obligations, or surety, appeal, indemnity,
          performance or other similar bonds required in the ordinary course of
          business;

                   (E) Encumbrances consisting of zoning restrictions,
          easements, or other restrictions on the use of real property, none of
          which materially impairs the use of such property by the Borrower in
          the operation of its business, and none of which is violated in any
          material respect by existing or proposed structures or land use;

                   (F) Liens in favor of the Bank;

                   (G) Existing liens set forth or described on Schedule 1,01,
          attached hereto and made a part hereof;

                   (H) The following, if the validity or amount thereof is being
          contested in good faith by appropriate and lawful proceedings, so long
          as levy and execution thereon have been stayed and continue to be
          stayed and they do not, in the aggregate, materially detract from the
          value of the property of the Borrower, or materially impair the use
          thereof in the operation of its business:


                                       5
<PAGE>


                   (1) Claims or liens for taxes, assessments, or charges due
                   and payable and subject to interest or penalty;

                   (2) Claims, liens, and encumbrances- upon, and defects of
                   title to, real or personal property, including any attachment
                   of personal or real property or other legal process prior to
                   adjudication of a dispute on the merits;

                   (3) Claims or liens of mechanics, materialmen, warehousemen,
                   carriers, or other like liens; and

                   (4) Adverse judgments on appeal.

          "PERSON" means any individual, corporation, partnership, association,
joint--stock company, trust, unincorporated organization, joint venture, court
or government, or political subdivision or agency thereof.

          "PLEDGE AGREEMENT" shall mean the Pledge and Collateral Assignment
Agreement attached hereto as Exhibit "E" to be entered into by the Bank and
Robert M. Kaye.

          "PRIME RATE" means the rate of interest periodically established by.
the Bank as its prime rate as such rate may change from time to time. The Prime
Rate is not necessarily the lowest rate offered by the Bank and the Bank's
decision as to the Prime Rate shall be final and binding.

          "RECORDS" means correspondence, memoranda, tapes, discs, papers,
books, and other documents, or transcribed information of any type, whether
expressed in ordinary or machine language.

          "REPORTABLE EVENT" and "PROHIBITED TRANSACTION" shall have the meaning
given to those terms under ERISA.

          "STOCKHOLDERS' EQUITY" means, at any time, the aggregate of the sum of
the following accounts set forth on a balance sheet of the Borrower, prepared in
accordance with GAAP: (A) the par or stated value of all outstanding capital
stock; (B) capital surplus; and (C) retained earnings.

          "SUBSIDIARIES" means the wholly-owned subsidiaries of the Borrower and
their wholly-owned subsidiaries.

          "TANGIBLE NET WORTH" means, at any time, Stockholders' Equity, less
the sum of:

                  (A) Any surplus resulting from any write-up of assets
                  subsequent to the Closing;

                  (B) Goodwill, including any amount, however-designated on the
                  Borrower's balance sheet representing the excess of the
                  purchase price paid for assets or




                                       6
<PAGE>

                  stock acquired over the value assigned thereto on the books of
                  the Borrower;

                  (C) The value of any patents, trademarks, trade names, and
                  copyrights;

                  (D) Any amount at which shares of capital stock of the
                  Borrower appear as an asset on the Borrower's balance sheet;

                  (F) Any other amount in respect to an intangible (except for
                  purchase mortgage servicing rights) that should be classified
                  as an asset on a balance sheet of the Borrower in accordance
                  with GAAP,

                              SECTION II. THE LOAN

          2.01 PURPOSE OF THE LOAN. The Loan proceeds shall be utilized (i) to
pay off Borrower's outstanding loan(s) from Huntington Bank, NA and (ii) for
working capital purposes.

          2.02 THE LOAN.

          (A)     Provided that no Event of Default has occurred, subject to the
                  terms and conditions hereof, the Bank may lend the Borrower,
                  on a revolving basis, from time to time, such sums as the
                  Borrower may request, but which shall not exceed in the
                  aggregate amount at any one time outstanding the amount of
                  Five Million Dollars ($5,000,000.00). Prior to any Advance
                  hereunder, and at any and all times that any Obligations
                  remains outstanding, Robert M. Kaye shall have delivered to
                  the Bank certificates representing shares of stock of the
                  Borrower equal to at least fifty percent (50%) of all of the
                  issued and outstanding shares of the Borrower or such greater
                  number of shares as may be required from time to time under
                  Reg. U of the Board of Governors of the Federal Reserve
                  System. These shares of stock shall be pledged in accordance
                  with the Pledge & Collateral Assignment Agreement dated
                  September ______ between Robert M. Kaye and the Bank.

          (B)     It is the intention of the parties that the outstanding
                  principal amount of the Loan shall at no time exceed the
                  amount of Five Million Dollars ($5,000,000.00) and if, at any
                  time, an excess shall for any reason exist, the Borrower shall
                  repay to the Bank forthwith such amounts as may be necessary
                  to eliminate such excess. Subject to this limitation and the
                  other limitations set forth in this Agreement, the Borrower
                  may borrow, prepay without penalty or premium (except for the
                  prepayment fee described in Section _____) and reborrow
                  hereunder, the full amount permitted hereunder.

          (C)     A fee equal to one-eighth of one percent (1/8 of 1%) per annum
                  of the amount of the average unused portion of the principal
                  amount of the Loan will be payable quarterly commencing on
                  December 1, 2002 and on the same day of each March, June,
                  September and December thereafter.



                                       7
<PAGE>


          (D)     An annual commitment fee of Fifteen Thousand ($15,000) shall
                  be paid to Bank by Borrower on the date of Closing and on the
                  same day of each year thereafter for as long as any funds are
                  outstanding or available under the Note.

          2.03    SUBSEQUENT ADVANCES AND PROCEDURE FOR BORROWING UNDER THE
                  ---------------------------------------------------------
                  LOAN.
                  -----

          (A)     So long as no Event of Default shall have occurred and be
                  continuing, the Borrower may request subsequent Advances
                  hereunder from time to time until the Maturity Date; provided
                  that such Advances may be made or refused by the Bank in its
                  reasonable discretion and shall be in an amount not less than
                  One Thousand Dollars ($1,000.00) or an integral multiple
                  thereof; and PROVIDED, FURTHER, that in no event shall the
                  Bank make any Advances under the Loan unless the Borrower
                  shall: (i) cause to be delivered to the Bank such application
                  documents and further Collateral as may be required by the
                  Bank; (ii) have complied with all conditions precedent
                  required by this Agreement and other applicable Loan
                  Documents; and (iii) have delivered disbursement instructions,
                  which instructions shall be in such form as the Bank shall
                  from time to time prescribe.

          (B)     The Bank shall be entitled to rely on any oral or telephonic
                  communication requesting an Advance and/or providing
                  disbursement instructions hereunder, which shall be received
                  by it in good faith from anyone reasonably believed by the
                  Bank to be the Borrower, or the Borrower's authorized agent.

          (C)     The Borrower agrees that all Advances made by the Bank will be
                  evidenced by entries made by the Bank into its electronic data
                  processing system and/or internal memoranda maintained by the
                  Bank. The Borrower further agrees that the sum or sums shown
                  on the most recent printout from the Bank's electronic data
                  processing system and/or such memoranda shall be rebuttably
                  presumptive evidence of the amount of the principal
                  outstanding and of the amount of any accrued interest.

          2.04 NOTE. The Loan shall be evidenced by delivery to the Bank of the
Cognovit Revolving Note of even date herewith (the "Note")in the form set forth
in Exhibit "A" attached hereto, which shall be executed and delivered to the
Bank by the Borrower.

          2.05 INTEREST RATE AND REPAYMENT.

         (A)      Interest and principal shall be paid as follows:

                  (1) Interest on the principal balance of the Loan, from time
         to time outstanding, will be payable monthly commencing on October 1,
         2002 and continuing on the same day of each consecutive month
         thereafter until the Maturity Date, at the Prime Rate in effect from
         time to time PROVIDED HOWEVER, that in no event with the interest rate
         applicable to the Note be less than four and one half percent (4.5%)
         per annum. On and after the Maturity Date, (whether maturity is brought
         about by acceleration in the Event of Default or otherwise) the
         interest rate shall be two hundred (200) basis points in excess


                                       8
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         of the Prime Rate in effect from time to time.

                  (2) Interest on all Advances and other Obligations hereunder
         whether evidenced by the Note or otherwise shall be calculated on the
         basis of a 360--day year, counting the actual number of days elapsed,
         and shall be payable as set forth above in this Section 2.05(A), to
         continue until all Advances and other Obligations hereunder have-been
         paid in full, The Borrower hereby authorizes the Bank to charge any
         such interest due from time to time against any account of the Borrower
         with the Bank.

          2.06 PREPAYMENT FEE. In the event that Borrower desires to prepay
amounts due under the Note in full prior to the Maturity Date, (whether with
funds of a third party or otherwise), Borrower shall pay to Lender, upon demand,
a prepayment fee of One Hundred Thousand Dollars ($100,000.00).

          2.07 CHANGE OF CONTROL FEE. In the event that (i) a direct or indirect
change of control of Borrower occurs on or before December 31, 2003 or (ii) an
announcement of an impending direct or indirect change of control is made on or
before December 31, 2003, Borrower shall pay to Bank, upon demand, a change of
control fee of $100,000.00.

          2.08 METHOD OF PAYMENT, The Borrower shall make each payment under
this Agreement and under the Note on the date when due in lawful money of the
United States to the Bank at the main office or any branch office of the Bank
(or such other address as Bank may designate) in immediately available funds,
The Borrower hereby authorizes the Bank, if and to the extent payment is not
made when due under this Agreement or under the Note, to charge any amount so
due from time to time against any account of the Borrower with the Bank.
Whenever any payment to be made under this Agreement or under the Note shall be
stated to be due on other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of the payment of interest.

          2.09 Intentionally left blank

          2.10 TERMINATION OF THE LOAN. If an Event of Default has occurred, the
Loan may be terminated and cancelled by the Bank demanding payment of all
Advances and other amounts outstanding under the Note. No further Advances will
be made by Bank in such circumstances.

          2.11 EXPENSES. The Borrower shall pay reasonable legal fees up to a
maximum amount of Eight Thousand Dollars ($8,000.00) plus all filing, recording
and other out-of-pocket fees expended by the Bank and/or its counsel in
connection with the Loan, and up to the amount of One Thousand Dollars
($1,000.00) for any amendment hereto.

          2.12 INDEMNITY. The Borrower agrees to indemnify the Bank and to hold
the Bank harmless from and against any and all losses, liabilities, damages,
injuries, costs, expenses and claims of any and every kind whatsoever (including
attorneys fees), paid, incurred or suffered by, or asserted against, Bank for,
with respect to, or as a direct or indirect result of any of the following,
regardless of whether caused by, or within the control of Borrower except
claims,



                                       9
<PAGE>


losses or liabilities resulting from the Bank's negligence or willful
misconduct:

                   (A) Which the Bank may sustain or incur as a consequence of
          Default by the Borrower in payment of the principal amount of or
          interest on the Advances; and

                   (B) Without limitation, any losses, liabilities, damages,
          injuries, costs, expenses or claims asserted or arising under any
          Environmental Laws in connection with Borrower's Collateral, or any
          liens against Borrower's Collateral or any part thereof or any
          interest or estate in any part thereof, created, permitted or imposed
          by the Environmental Laws, or any actual or asserted liability of or
          obligations of Borrower or any of-the Subsidiaries under the
          Environmental Laws.

                   Any costs or expenses reasonably incurred by Bank for which
Borrower is responsible or for which Borrower has indemnified Bank shall be paid
to Bank on demand, and failing prompt reimbursement, shall be added to the
indebtedness secured by this Loan Agreement and earn interest at the default
rate of interest specified in the Note until paid in full.

          2.13 TAXES. All payments made by the Borrower under this Agreement
shall be made free and clear of, and without reduction for or on account of, any
present or future income or other taxes, levies, imposts, duties, charges, fees,
deductions, withholdings now or hereafter imposed, levied, collected, withheld
or assessed by any governmental authority (or by any taxing authority thereof or
therein) excluding income, franchise and similar taxes of the United States of
America or any taxing authority thereof or therein.

                       SECTION III. CONDITIONS PRECEDENT.
                       ----------------------------------

          The obligation of the Bank to make the Loan or any Advance thereunder
shall be subject to the satisfaction of the following conditions:

          3.01 DOCUMENTS REQUIRED FOR THE CLOSING. The Borrower shall have duly
delivered to the Bank, in form and substance satisfactory to the Bank and its
counsel, prior to the initial disbursement of the proceeds of the Loan (the
"Closing"), the following:

                  (A)      This Loan Agreement;

                  (B)      The Loan Note;

                  (C)      The Pledge Agreement and related UCC financing
                           statements, together with a satisfactory review by
                           the Bank of any existing subordinated Indebtedness of
                           the Borrower;

                  (D)      The Guaranty;

                  (E)      An opinion of counsel for the Borrower in form and
                           substance satisfactory to the Bank.



                                       10
<PAGE>


                  (F)      The Borrower shall have paid the Bank the annual
                           commitment fee of Fifteen Thousand Dollars ($15,000).

                  (G)      The following certificates and related documentation,
                           all dated as of the Closing Date:

                           (i) copies of the articles of incorporation of the
                  Borrower and the amended and restated constitution of the
                  Metropolitan Bank and Trust Company, certified by the
                  respective corporate secretary of each entity. (In addition,
                  the Borrower shall furnish as soon as possible after the date
                  of Closing, the aforementioned documents certified by an
                  authorized public officer of the respective jurisdictions
                  under which they are incorporated);

                           (ii) certificates of good standing from the
                  respective jurisdictions under which they are incorporated,
                  together with certificates of good standing or authority to
                  transact business or similar certificates from each state or
                  province referred to in Schedule 5.01(B) where they have
                  places of business or maintain records, in all cases from the
                  Secretary of State or comparable officer of such jurisdiction;

                           (iii) a copy of the Code of Regulations of the
                  Borrower and Metropolitan Bank and Trust Company, certified by
                  their respective secretaries;

                           (iv) resolutions of the Borrower's Strategic Planning
                  Committee of Its Board of Directors authorizing the execution,
                  delivery and performance of the applicable Loan Documents and
                  the consummation of the transactions contemplated thereby,
                  certified by its secretary; and

                           (v) an incumbency certificate certifying the names of
                  their respective officers and their signatures, certified by
                  their respective secretaries;

                  (H)      A certificate, dated the date of the Closing,
                           signed by the Borrower's Chief Financial Officer
                           to the effect that:

                           (1) The representations and warranties set forth in
                  Section 5.01 are true as of the date of the Closing; and

                           (2) No Event of Default hereunder, and no event
                  which, with the giving of notice or passage of time or both,
                  could become such an Event of Default, has occurred as of such
                  date;

                  (I)      A copy of the Supervisory Directives issued to the
                           Borrower and its subsidiaries by the Office of Thrift
                           Supervision dated July 8, 2002; and

                  (J)      There shall have been no material adverse change in
                           the Borrower or any



                                       11
<PAGE>


                  of the Subsidiaries subsequent to June 30, 2002 as determined
                  by the Bank in its sole discretion.

         3.02 PAYMENTS. The Borrowers shall have paid, or reimbursed the Bank
for, the amounts required to be paid or reimbursed by the Borrower pursuant to
Section 2.10 of this Loan Agreement, including, without limitation, the fees and
expenses of Marshall & Melhorn, LLC up to a maximum amount of Eight Thousand
Dollars ($8,000.00), together with expenses related thereto.

                   Such other certificates, opinions, agreements and documents
as the Bank shall reasonably request, and the Bank, in its sole discretion,
shall be satisfied with the condition, financial and otherwise, of the Borrower.

          3.03 DOCUMENTS REQUIRED FOR SUBSEQUENT DISBURSEMENTS. Prior to any
disbursements of Loan proceeds subsequent to the Closing, the Borrower shall
have duly delivered to the Bank the following:

                   (A) Stock share certificates related to the Pledge Agreement
          and/or documentation as to the subsequent delivery of such
          certificates acceptable in form and substance to the Bank and its
          counsel.

                   (B) A certificate, dated the date on which such disbursement
          is to be made, signed by any of the authorized officers of the
          Borrower and to the effect that:

                           (1) As of the date thereof, no Event of Default has
                   occurred and is continuing, and no event has occurred and is
                   continuing that, with the giving of notice or passage of time
                   or both, would be an Event of Default.

                           (2) No material adverse change has occurred in the
                   business prospects, financial condition, or results of
                   operations of the Borrower since the date of the then most
                   recent financial information provided to the Bank pursuant to
                   Section 6.01(C), below; and

                           (3) Each of the representations and warranties
                   contained in Section 5.01 is true and correct in all material
                   respects as if made on the date of such disbursement.

                           (4) The Borrower shall be in compliance with all
                   terms, conditions and covenants under this Loan Agreement and
                   the Loan Documents.

          3.04 CERTAIN EVENTS. At the time of the Closing and each subsequent
disbursement of Loan proceeds:

                   (A) No Event of Default shall have occurred and be
          continuing, and no event shall have occurred and be continuing that,
          with the giving of notice or passage of time or both, would be an
          Event of Default;



                                       12
<PAGE>


                   (B) No material adverse change as defined in Section 3.01(J)
          shall have occurred in the Borrower's financial condition since the
          date of the then most recent financial information provided to the
          Bank pursuant to Section 6.01(C) below;

                   (C) This Agreement, the Note, and all of the other Loan
          Documents shall have remained continuously in full force and effect
          except as otherwise agreed to in writing by the Bank;

                   (D) The Bank shall have received evidence of the completion
          of all recordings and filings pursuant to this Agreement as may be
          necessary or, in the opinion of the Bank, desirable, to perfect the
          security interest and liens created by this Agreement and the other
          Loan Documents; and

                   (E) The Bank shall have received evidence of public
          liability insurance and any other insurance coverage required
          hereunder.

          3.05 LEGAL MATTERS. At the time of the Closing and each subsequent
disbursement, all legal matters incidental thereto shall be satisfactory to
counsel for the Bank.

                         SECTION IV. COLLATERAL SECURITY
                         -------------------------------

          4.01 COMPOSITION OF THE COLLATERAL. The property in which a security
interest is granted pursuant to the Pledge Agreement, and Section 4.02 hereof is
herein collectively referred to herein as the "Collateral." The Collateral,
together with all other property of the Borrower of any kind held by the Bank,
shall stand as one general, continuing collateral security for all Obligations
and may be retained by the Bank until all Obligations have been satisfied in
full.

          4.02 RIGHTS IN PROPERTY HELD BY THE BANK. As security for the prompt
satisfaction of all Obligations, the Borrower hereby assigns, transfers, and
sets over to the Bank all of its right, title, and interest in and to, and
grants the Bank a lien on and a security interest in, all amounts that may be
owing from time to time by the Bank to the Borrower in any capacity, including,
without limitation, any balance belonging to the Borrower or any deposit or
other account with the Bank, which lien and security interest shall be
independent of, and in addition to, any right of set-off that the Bank has under
Section 7.04 or otherwise.

          4.03 INSECURITY CLAUSE. The Borrower agrees that if the Collateral
shall, at any time, be unsatisfactory to the Bank in exercising its reasonable
discretion, the Borrower shall, on demand, forthwith pledge and deposit with the
Bank as part of the Collateral additional property satisfactory to the Bank,

                    SECTION V. REPRESENTATIONS AND WARRANTIES
                    -----------------------------------------

          5.01 ORIGINAL. To induce the Bank to enter into this Agreement, the
Borrower represents and warrants to the Bank as follows:



                                       13
<PAGE>


                   (A) The Borrower is a corporation duly organized, validly
          existing, and in good standing under the Laws of the State of Ohio;
          each of the Subsidiaries is wholly owned by the Borrower and is a
          corporation duly organized, validly existing, and in good standing
          under the Laws of the State of Ohio; the Borrower and the Subsidiaries
          have the lawful power to own their respective properties and to engage
          in the businesses they conduct, and neither the Borrower nor any of
          the Subsidiaries are required to be qualified as a foreign corporation
          in any other jurisdiction;

                   (B) Attached hereto as Schedule 5.01(B) is a true, correct
          and complete list of the Borrower and the Subsidiaries, a summary of
          their capital structure, including all capital stock of the Borrower
          and the Subsidiaries, and the addresses and all places of business of
          the Borrower and the Subsidiaries;

                   (C) The Borrower is not directly or indirectly controlled by,
          or acting on behalf of, any Person which is an "Investment Company"
          within the meaning of the Investment Company Act of 1940, as amended;

                   (D) Neither the Borrower nor any of the Subsidiaries are in
          default with respect to any of their existing Indebtedness, and the
          making and performance of this Agreement, the Note and the other Loan
          Documents will not (immediately or with the passage of time, the
          giving of notice, or both) result in the creation or imposition of any
          security interest in, or lien or encumbrance upon, any of the assets
          of the Borrower, except in favor of the Bank;

                   (E) The Borrower has taken all action necessary to authorize
          the execution, delivery and performance by it of the Loan Documents.
          This Loan Agreement is, and each of the other Loan Documents to be
          executed by the Borrower, when executed and delivered, will be legal,
          valid and binding upon the Borrower and enforceable against the
          Borrower in accordance with their respective terms, No consent,
          approval, or authorization of, or registration or declaration with,
          any governmental authority or other Person is required in connection
          with the execution, delivery and performance by the Borrower of any of
          the Loan Documents.

                  (F) Except as disclosed in Schedule 5.01(F) or otherwise
         disclosed to the Bank in writing, there is no pending order, notice,
         claim, litigation, proceeding, or investigation against or affecting
         the Borrower or any of the Subsidiaries, whether or not covered by
         insurance, that would, to the best of the Borrower's knowledge, in the
         aggregate involve the payment of One Hundred Thousand Dollars
         ($100,000.00) or more or would otherwise materially or adversely affect
         the financial condition or business prospects of the Borrower or any of
         the Subsidiaries if adversely determined;

                  (G) The Borrower has furnished to the Bank certain financial
         data and reports concerning the Borrower. This data is complete and
         correct in all material respects and fairly presents the financial
         condition of the Borrower as of the date thereof, and, in the case of
         such data concerning the future financial performance of the Borrower,
         represents the Borrower's reasonable and good faith estimate of
         projected future operations of the



                                       14
<PAGE>


         Borrower as of the date of this Loan Agreement, based on the notes and
         assumptions stated therein (which the Borrower believes to be currently
         valid assumptions), and the Borrower does not presently anticipate any
         material deviations from such projections.

                   (H) As of the date of this Agreement, the Borrower has no
         material amount of liabilities, contingent or otherwise, required to be
         reflected in accordance with GAAP, which are not reflected in the
         Financial Statements other than those liabilities arising in the
         ordinary course of business and certain potential tax liabilities
         associated with matters disclosed in the Regulatory Orders. As of the
         Closing Date, neither the Borrower nor any of the Subsidiaries have any
         outstanding or existing commitments for the purchase of land,
         buildings, equipment, materials, or supplies, or any contracts for
         services except for those made in the ordinary course of business.
         Since June 30, 2002, there has been no material adverse change in the
         condition, financial or otherwise, of the Borrower or any of the
         Subsidiaries, and the business, operations, and properties of the
         Borrower and the Subsidiaries have not been substantially and adversely
         affected in any way as a result of any fire, explosion, earthquake,
         accident, labor disturbance, requisition or taking of property by any
         governmental authority, flood, riot, or act of God.

                  (I) As of the date hereof, the Borrower does not know or have
         reasonable ground to know of any basis for the assertion against it or
         any of the Subsidiaries of any Indebtedness (other than amounts
         deposited by customers) as of the date of the Closing except as
         reflected in its Financial Statements or otherwise disclosed to the
         Bank in writing;

                  (J) Except as otherwise permitted herein, the Borrower and
         each of the Subsidiaries have filed all federal, state, and local tax
         returns and other reports required by any applicable Laws to have been
         filed prior to the date hereof, has paid or cause to be paid all taxes,
         assessments, and other governmental charges that are due and payable
         prior to the date hereof, and has made adequate provision for the
         payment of such taxes, assessments, or other charges accruing but not
         yet payable; the Borrower has no knowledge of any deficiency or
         additional assessment in a materially important amount in connection
         with any taxes, assessments, or charges not provided for on its books;

                  (K) Except as otherwise set forth in (i) the Supervisory
         Agreement dated July 26,2001 between the OTS, ODFI, and Metropolitan
         Bank and Trust Company; (ii) the Supervisory Agreement dated July
         26,2001 between the OTS, ODFI and the Borrower; (iii) the Supervisory
         Directive dated July 8, 2002 issued by the OTS and applicable to the
         Borrower and Metropolitan Bank and Trust Company and (iv) the "needs to
         improve" rating assigned to Metropolitan Bank and Trust Company in
         connection with its most recent Community Reinvestment Act examination
         (collectively, the preceding items (i) through (iv) are sometimes
         referred to herein as the "Regulatory Orders"), the Borrower and each
         of the Subsidiaries have complied with all applicable Laws with respect
         to: (1) any restrictions, specifications, or other requirements
         pertaining to the services they perform; (2) the conduct of their
         respective businesses; and (3) the use, maintenance, and operation of
         the real and personal properties owned or leased by them then in the
         conduct of their respective businesses;



                                       15
<PAGE>


                  (L) No representation or warranty by or with respect to the
         Borrower and/or the Subsidiaries contained herein or in any certificate
         or other document furnished by the Borrower pursuant hereto contains
         any untrue statement of a material fact or omits to state a material
         fact necessary to make such representation or warranty not misleading
         in light of the circumstances under which it was made;

                   (M) Each consent, approval, or authorization of, or filing,
         registration, or qualification with, any Person required to be obtained
         or effected by the Borrower in connection with the execution and
         delivery of this Agreement, the Note, and the other Loan Documents or
         the undertaking or performance of any obligation hereunder or
         thereunder has been duly obtained or effected;

                  (N) The Financial Statements furnished by the Borrower to the
         Bank accurately reflect the financial condition of the Borrower and its
         Subsidiaries as of the dates and for the periods therein set forth.

                  (O) The Borrower is not in default in the performance,
         observance, or fulfillment of any of the material obligations,
         covenants, or conditions contained in (i) any evidence of Indebtedness
         for Borrowed Money, or (ii) any lease or other instrument by which such
         Borrowers has acquired a real property interest. Neither the execution
         and delivery of the Loan agreement of any other Loan Documents, nor the
         consummation of the transactions contemplated thereby, nor compliance
         with the terms and provisions thereof, will violate the provisions of
         any applicable law or of any applicable order or regulations of any
         governmental authority having jurisdiction over this Loan Agreement, or
         any of the other Loan Documents or will conflict with any permit, or
         will conflict with or result in a breach of any of the terms,
         conditions or provisions of any restriction or of any agreement or
         instrument to which the Borrower is now a party, or will constitute a
         default thereunder, or will result in the creation or imposition of any
         lien, charge, or encumbrance of any nature whatsoever upon any of the
         properties or assets of the Borrower except in favor of the Bank;

                  (P) The Borrower has not made any agreement or taken any
         action that may cause anyone to become entitled to a commission or
         finder's fee as a result of or in connection with the making of the
         Loans;

                  (Q) Any Employee Pension Benefit Plans, as defined in ERISA,
         of the Borrower or any of the Subsidiaries meet, as of the date hereof,
         the minimum funding standards of 29 U.S.C.A. section 1082 (Section
         302 of ERISA), and no Reportable Event or prohibited Transaction has
         occurred with respect to any Employee Benefit Plan, as defined in
         ERISA, of the Borrower or any of the Subsidiaries, and the Borrower
         does not have a profit sharing plan;

                  (R) Neither the registration of any security under the
         Securities Act of 1933, as amended, or any other federal, state, or
         local securities laws, nor the qualification of the Loan Documents
         under the Trust Indenture Act of 1939, as amended, is required in



                                       16
<PAGE>


         connection with (a) the Loan or the issuance and delivery of the Note
         pursuant hereto, (b) the Pledge Agreement, (c) the Subordination
         Agreement;

                  (S) Except as disclosed in Schedule 5.01(S) attached hereto,
         the Borrower is conducting its business, in compliance in all material
         respects, with all applicable federal, state, and local Environmental
         Laws, and, there is not pending or, to the best knowledge of the
         Borrower after diligent investigation, threatened, civil or criminal
         litigation, notice of violation or lien, or administrative proceeding
         relating to environmental matters involving the Borrower and/or any of
         the Subsidiaries. There is currently no Borrower's Collateral in
         existence. Except as described in the Schedule 5.01(5), there is no
         condition or situation, including without limitation any lien or
         encumbrance, with respect to environmental matters which, either
         individually or in the aggregate, has or is reasonably expected to have
         a material adverse effect on the business, operations, properties or
         condition (financial or otherwise) of the Borrower. Except as disclosed
         in Schedule 5.01(S), the Borrower has obtained from every federal,
         state, and local Governmental Authority, all approvals, consents,
         licenses, permits, and orders necessary to carry on its business as
         currently conducted;

                  (T) The Borrower does not own, nor does it have any present
         intention of acquiring, any "margin stock" within the meaning of
         Regulation U (12 CFR Part 221) of the Board of Governors of the Federal
         Reserve System (herein called "margin stock"). None of the proceeds of
         the Loan will be used, directly or indirectly, by the Borrower for the
         purpose of purchasing or carrying, or for the purpose of reducing or
         retiring any indebtedness or other liability which was originally
         incurred to purchase or carry, any margin stock or for any other
         purpose which might cause the transactions contemplated hereby to be
         considered a "purpose credit" within the meaning of said Regulation U,
         or which might cause this Loan Agreement to violate Regulation G,
         Regulation U, Regulation T, Regulation X, or any Other regulation of
         the Board of Governors of the Federal Reserve System or the Securities
         Exchange Act of 1934. Upon request, the Borrower will promptly furnish
         the Bank with a statement in conformity with the requirements of
         Federal Reserve Form U-1 referred to in said Regulation U; and


          5.02 SURVIVAL. All of the representations and warranties set forth in
Section 5.01 shall survive until all Obligations are satisfied in full and there
remain no outstanding commitments hereunder.


                      SECTION VI. COVENANTS OF THE BORROWER
                      -------------------------------------

          6.01 AFFIRMATIVE COVENANTS. The Borrower hereby covenants and agrees
with the Bank that, so long as any of the Obligations remain unsatisfied or any
commitments hereunder remain outstanding, the Borrower will comply, at all times
with the following affirmative covenants:

                   (A) Following the payment in full of its debt with Huntington
          Bank, NA, the Borrower will use the proceeds of the Loans only for
          working capital purposes and will



                                       17
<PAGE>


          furnish the Bank such evidence as it may reasonably require with
          respect to such use;

                   (B) The Borrower will cause to be done all things necessary
          to preserve and to keep in full force and effect its existence and
          rights. The Borrower will comply in all material respects with all
          federal, state, and local laws and regulations now in effect or
          hereafter promulgated by any properly constituted governmental
          authority having jurisdiction. The Borrower and the Subsidiaries will
          continue to comply with all regulations and orders of the Office of
          Thrift Supervision ("OTS") and all other regulatory agencies as
          applicable including, without limitation, the Supervisory Directive
          issued by OTS on July 8, 2002 and the Supervisory Agreements issued by
          OTS on July 26, 2001. The Bank acknowledges that while Borrower will
          use its best efforts to comply with the OTS requirement, that Borrower
          reduce its fixed assets to twenty-five percent (25%) of core capital
          by December 31, 2002, actual compliance will depend on Borrower's
          ability to sell certain assets. The Borrower and the Subsidiaries
          shall also receive satisfactory ratings from all governmental entities
          with which they conduct business, including but not limited to the
          Federal National Mortgage Association. In connection with and without
          limiting the generality of the foregoing, the Borrower and the
          Subsidiaries will maintain and preserve their respective permits
          granted by governmental authorities necessary to operate their
          respective facilities in full force and effect and will take all
          action which may be required to comply with all such laws and
          regulations now in effect or hereafter promulgated by any federal,
          state, and local governmental authority having jurisdiction over such
          facilities. The Borrower and the Subsidiaries will obtain, renew and
          extend their respective permits and will give prompt written notice to
          the Bank of (i) any citation or order relating thereto or any claim or
          notice of any default thereunder, (ii) any lapse or other termination
          thereof, or (iii) any refusal of any Person to grant or extend any of
          them.

                   (C) The Borrower will furnish the Bank:

                            (1) Within thirty (30) days after the close of each
                   calendar quarter: (a) income statements of Metropolitan Bank
                   and Trust Company for such quarter; and (b) balance sheets of
                   Metropolitan. Savings Bank as of the end of such quarter -
                   all in reasonable detail, subject to normal year-end audit
                   adjustments, certified by the Chief Financial Officer of
                   Metropolitan Bank and Trust Company to have been prepared in
                   accordance with GAAP;

                            (2) Within thirty (30) days after the close of
                   each calendar quarter: (a) income statements of the
                   Borrower, on a consolidated basis, for such quarter; and
                   (b) balance sheets of the Borrower, on a consolidated basis,
                   as of the end of such quarter - all in reasonable detail,
                   subject to normal year-end audit adjustments, certified by
                   the Borrower's Chief Financial Officer to have been
                   prepared in accordance with GAAP;

                            (3) Within one hundred twenty (120) days after the
                   close of each annual accounting period in each Fiscal Year:
                   (a) income statements of the Borrower and Metropolitan Bank
                   and Trust Company, on a consolidated basis, for such year;


                                       18
<PAGE>


                  and (b) balance sheets of the Borrower and Metropolitan Bank
                  and Trust Company, on a consolidated basis, for such year; and
                  - all in reasonable detail, subject to normal year-end audit
                  adjustments, certified by an outside auditor satisfactory to
                  the Bank to have been prepared in accordance with GAAP;

                  (4) Borrower and Metropolitan Bank and Trust Company shall
          provide the Bank with a quarterly "Covenant Compliance Certificate" in
          the form prescribed by the Bank and signed by the Chief Financial
          Officer or President of the Borrower; and

                  (5) Upon the Bank's request from time to time of copies of
          any or all agreements, contracts, or commitments referred to in
          Schedule 5.01(I) hereof.

          (D) The Borrower will maintain its equipment, real estate interests,
and other properties in good condition and repair (normal wear and tear
excepted), and will pay and discharge or cause to be paid and discharged when
due, the cost of repairs to, or maintenance of, the same, and will pay or cause
to be paid, in a timely manner, all rental or mortgage payments due on such real
estate. The Borrower hereby agrees that, in the event it fails to pay or cause
to be paid any such payment, it will promptly notify the Bank thereof, and the
Bank, in its discretion, may do so on demand and be reimbursed therefor by the
Borrower;

          (E) The Borrower will maintain, or cause to be maintained, public
liability insurance and fire and extended coverage insurance on all assets that
are of a character usually insured by a corporation engaged in the same or
similar businesses, all in form and amount sufficient to indemnify the Borrower
for one hundred percent (100%) of the appraised value of. any such asset lost or
damaged (subject to any deductible customary in the Borrower's industry) or in
an amount consistent with the amount of insurance generally carried on
comparable assets within the industry and with such insurers as may be
satisfactory to the Bank. Within thirty (30) days after the Closing, the
Borrower will cause all such insurance policies to contain a standard mortgage
clause and to be payable to the Bank as its interest may appear, to deliver the
certificates of insurance to the Bank, and, in the case of all policies of
insurance carried for the benefit of the Borrower by any lessee, sublessee,
subtenant, or other party having rights to occupy or use the mortgaged property
or any part thereof or interest therein under any lease, sublease, or other-
agreement (whether oral, written, or otherwise evidenced), to cause all such
policies to be payable to the Bank as its interest may appear. Such policies
shall contain a provision whereby they cannot be cancelled except after ten (10)
days written notice to the Bank. The Borrower will furnish to the Bank such
evidence of insurance as the Bank may require. The Borrower hereby agrees that,
in the event it fails to pay or causes to be paid the premium on any such
insurance when due, the Bank, in its discretion, may do so and be reimbursed by
the Borrower therefor. The Borrower hereby assigns to the Bank any returned or
unearned premiums that may be due the Borrower upon cancellation by the insurer
of any such policy for any reason whatsoever and directs any such insurer to pay
the Bank any amount so due; provided, however, that the Bank will pay to the
Borrower any such returned or unearned premiums within five (5) days after the
receipt thereof if there has not occurred and be continuing an Event of Default
hereunder. The Bank is hereby appointed the Borrower's attorney-in-fact (without
requiring the Bank to act as such) to endorse any check that may be payable to
the Borrower to collect any premiums or the proceeds of such insurance (other
than proceeds of public liability insurance),



                                       19
<PAGE>


and any amount so collected may be applied by the Bank toward the satisfaction
of any of the Obligations if an Event of Default has occurred and is continuing.
If the Bank receives any proceeds from insurance in the absence of an Event of
Default, it shall remit such proceeds to the Borrower within three (3) Business
Days after its receipt of such proceeds;

          (F) The Borrower will pay or cause to be paid when due, all taxes,
assessments, and charges or levies imposed upon it or on any of its property or
which it is required to withhold and pay, except where contested in good faith
by appropriate proceedings with adequate reserves therefor having been set aside
on its books; provided, however, that the Borrower shall pay or cause to be paid
all such taxes, assessments, charges, or levies forthwith whenever foreclosure
on any lien that may have attached (or security therefor) appears imminent;

          (G) Metropolitan Bank and Trust Company shall maintain a rating from
the Office of Thrift Supervision (the "OTS") of "Adequately Capitalized," or
better;

          (H) Metropolitan Bank and Trust Company shall maintain- a ratio of its
Non-performing Assets to the sum of its Equity plus Reserves of not more than
35% as of the end of each quarter;

          (I) On a quarterly basis through December 31, 2003 and thereafter upon
request by the Bank, the Borrower will cause Metropolitan Bank and Trust Company
to provide the Bank with a copy of each Thrift-Financial Report required by the
OTS, as well as a copy of the Monthly Management Report on Metropolitan Bank and
Trust Company, which shall include the information listed in Exhibit "A"
attached to such report;

          (J) The Borrower will, when requested to do so, make available during
normal business hours for inspection by duly authorized representatives of the
Bank, any of its books and records and will furnish the Bank any information
regarding its business affairs and financial condition within a reasonable time
after written request therefor. In the event the Bank elects to conduct field
examinations of the Borrower they will be performed at the reasonable
convenience of Borrower and at the Bank's expense;

          (K) The Borrower will keep accurate and complete Records of its
Accounts and Equipment, consistent with sound business practices;

          (L) The Borrower will give immediate notice to the Bank of:

                  (1)      Any litigation or proceedings in which it or any of
                           the Subsidiaries is a party if, in the opinion of the
                           Borrower or its legal counsel, an adverse decision
                           therein would require it or any of its Subsidiaries
                           to pay more than One Million Dollars ($1,000,000.00)
                           or deliver assets the value of which exceeds such sum
                           (whether or not the claim is considered to be covered
                           by insurance); and

                  (2)      The institution of any other suit or proceeding
                           involving the Borrower or any of the Subsidiaries
                           that might materially and adversely affect their



                                       20
<PAGE>


                           respective - operations, financial condition,
                           property, or business prospects;

           (M) The Borrower shall give prompt written notice to the Bank of:

                  (1)      Any proceedings or inquiries by any governmental
                           authority (Federal, State or Local) brought pursuant
                           to any Environmental Law affecting Borrower's
                           Collateral or any property adjacent to Borrower's
                           Collateral;

                  (2)      All claims made or threatened by any third party
                           against the Borrower, any of the Subsidiaries, or
                           Borrower's Collateral relating to any loss or injury
                           arising under any Environmental Laws; and

                  (3)      Discovery of any occurrence or condition on any real
                           property adjoining or in the vicinity of Borrower's
                           Collateral that could cause Borrower's Collateral or
                           any part thereof to be subject to any restrictions on
                           the ownership, occupancy, transferability or use of
                           the land or real property under any Environmental or
                           other applicable Laws.

          (N) The Bank shall have the right to join and participate in, as a
party if it so elects, any legal proceeding or actions initiated under any
Environmental Law in connection with Borrower's Collateral and have its
reasonable attorneys' fees in connection therewith paid by the Borrower. In the
event that any investigation, site monitoring, containment, cleanup, removal,
restoration or other remedial work of any kind or nature (the "Remedial Work")
is reasonably necessary or desirable under any applicable local, state or
federal law or regulation, any judicial order, or by any governmental or
nongovernmental entity or person because of, or in connection with, the current
or future presence, suspected presence, release or suspected releases of a
hazardous material or substance or regulated by any Environmental Law in or into
the air, soil, groundwater, surface water or soil vapor at, on, about, under or
within the Borrower's Collateral (or any portion thereof), the Borrower shall,
within thirty (30) clays after written demand for performance thereof by the
Bank (or such shorter period of time as may be required under any applicable
law, regulation, order or agreement), commence to perform, or cause to be
commenced, and thereafter diligently prosecute to completion, all such Remedial
Work. All costs and expenses of such Remedial Work shall be paid by the
Borrower, including, without limitation, the charges of such contractor(s)
and/or the consulting engineer, and the Bank's reasonable attorneys' fees and
costs incurred in connection with monitoring or review of such Remedial Work. In
the event the Borrower shall fail to timely commence, or cause to be commenced,
or fail to diligently prosecute to completion, such Remedial Work, the Bank may,
but shall -not be obligated or required to, cause such Remedial Work to be
performed and all costs and expenses thereof, or incurred in connection
therewith, shall at Bank's discretion become part of the Obligations of this
Loan Agreement or be paid to Bank pursuant to the indemnity provided for in
paragraph 2.11.

          (O) This Section intentionally left blank.

          (P) The Borrower will notify the Bank immediately if it becomes aware
of the occurrence



                                       21
<PAGE>


of any Event of Default or of any fact, condition, or event that only with the
giving of notice or passage of time or both, would become an Event of Default or
if it becomes aware of any material adverse change in the business prospects,
financial condition (including, without limitation, proceedings in bankruptcy,
insolvency, reorganization, or the appointment of a receiver or trustee), or
results of operation of the Borrower, or its failure of the Borrower to observe
any of their undertakings hereunder or under any of the other Loan Documents;

          (Q) The Borrower will notify the Bank thirty (30) days in advance of
any change in the location of any of the places of business of the Borrower, or,
in the case of any of the Subsidiaries, the Borrower will notify the Bank
quarterly, of the establishment of any new, or the discontinuance of any
existing, place of business;

          (R) The Borrower will: (1) fund any of its Employee Pension Benefit
Plans in accordance with no less than the minimum funding standard of 20 U.S.C.
A. section 1082 (Section 302 of ERISA); (2) furnish the Bank, promptly after the
filing of the same, with copies of any reports or other statements filed with
the United States Department of Labor or the Internal Revenue Service with
respect to any such Plan; and (3) promptly advise the Bank of the occurrence of
any Reportable Event or Prohibited Transaction with respect to any of its
Employee Benefit Plans;

          (S) The Borrower agrees to execute and deliver to the Bank any
agreements, documents and instruments, including, without limitation, additional
Notes as replacements or-substitutions as may be required by the Bank, and to
take such other actions as reasonably requested by the Bank to effect the
transactions contemplated hereby.

          6.02 NEGATIVE COVENANTS. The Borrower hereby covenants and agrees with
the Bank that, so long as any of the Obligations remain unsatisfied or any
commitments hereunder remain outstanding, the Borrower, unless the Bank shall
otherwise have agreed in writing, which agreement will not be unreasonably
withheld, will not:

                   (A) Change its name or enter into any merger, consolidation,
          or reorganization;

                   (B) Sell, transfer, lease, or otherwise dispose of all or
          (except in the ordinary course of business) any material part of its
          assets in excess of One Hundred Thousand Dollars ($100,000.00) other
          than as necessary to comply with the Regulatory Orders;

                   (C) Mortgage, pledge, grant, or permit to exist a security
          interest in, or a lien upon, any of its assets of any kind, now owned
          or hereafter acquired, except for Permitted Liens, and liens granted
          under the Collateral Documents, and existing liens listed on Schedule
          1.01;

                   (D) Become liable, directly or indirectly, as guarantor or
          otherwise for any obligation of any other Person;

                   (E) Incur, create, assume, or permit to exist any
          Indebtedness except: (1) the amount of the Loan; (2) existing
          Indebtedness listed on Schedule 5.01(I); (3) trade



                                       22
<PAGE>


          Indebtedness incurred in the ordinary course of business; (4)
          contingent Indebtedness permitted by Section 5.01(I); and (5)
          Indebtedness secured by Permitted Liens;

                   (F) Make any assignment or transfer of Accounts nor declare
          or pay any dividends on, or purchase, redeem or otherwise acquire for
          value any securities now or hereafter outstanding, or return any
          capital to holders of any such-securities, or make any distribution of
          assets to holders of any such securities except that the Borrower may
          declare and pay dividends or make purchases or redemptions or make
          distributions in cash or property to holders of any such securities if
          the Borrower's ratio of tangible equity to total assets after any such
          transaction is in excess of 7.0%. For purposes of this Section
          6.02(F), "tangible equity" shall be Consolidated Net Worth less
          goodwill. For purposes of this Section, the amount of any dividend
          payable in property shall be deemed to be the fair market value of
          such property as determined by the Board of Directors of the Borrower;

                   (G) Form any new subsidiaries or make any investment in any
          Person;

                   (H) Make any loan or advance to any officer, shareholder,
          director, or employee of the Borrower, except in compliance with
          Regulation O and in the ordinary course of business.

                   (I) Purchase or otherwise invest in or hold securities,
          non--operating real estate, or other non-operating assets except:
          Negotiable instruments or securities represented by instruments in
          bearer or registered form which evidence (i) obligations fully
          guaranteed as to timely payment of principal and interest by the full
          faith and credit of the United States of America; (ii) certificates of
          deposit of, or banker's acceptances (having original maturities of not
          more than 180 days) issued by, any depository institution or trust
          company and subject to supervision and examination by federal or state
          banking or depository institution authorities; provided, however, that
          at the time of the Borrower's investment or contractual commitment to
          invest therein, such depository institution or trust company shall
          have a commercial paper credit rating, if any, and a long-term
          unsecured debt obligation (other than such obligations whose rating is
          based on the credit of a person or entity other than such institution
          or trust company) credit rating from a nationally recognized rating
          agency of a least "A-l+," or its equivalent, in the case of commercial
          paper, and a rating not lower than "A," or its equivalent, in the case
          of long-term unsecured debt obligations, or such deposits are fully
          insured by the FDIC; (iii) commercial paper (having original
          maturities of not more than 30 days) having, at the time of the
          Borrower's investment or contractual commitment to invest therein, a
          rating of at least "AA" or its equivalent; (iv) investments in money
          market funds having a rating from a nationally recognized rating
          agency in one of the two highest rating categories for money market
          funds; and (v) any other investment if the rating agency confirms in
          writing that such investment will not adversely affect any ratings
          with respect to the Notes and (b) demand deposits or time deposits in
          the name of the Borrower in any depository institution or trust
          company referred to in (a) (ii) above; (2) the present investment in
          any such assets held as of the date of Closing and reflected in the
          Financial Statements; (3) operating assets that hereafter become
          nonoperating assets; and (4) other instruments approved in advance in
          writing by the Bank;



                                       23
<PAGE>


                   (J) Issue, redeem, purchase, retire or pay any dividends on
          any of the Borrower's capital stock or grant or issue or purchase or
          retire for any consideration any warrant, right, or option pertaining
          thereto or other security convertible into any of the foregoing, or
          permit any transfer, sale, redemption, retirement, or other change in
          the ownership of the outstanding capital stock of the Borrower;

                   (K) Prepay any Indebtedness for borrowed money or
          Indebtedness secured by any of its assets other then in the ordinary
          course of business (except the Obligations), or enter into or modify
          any agreements as a result of which the terms of payment of any of the
          foregoing Indebtedness are waived or modified;

                   (L) Enter into any sale-leaseback transaction (except as may
          be necessary to comply with the Regulatory Orders;

                   (M) Acquire or agree to acquire any stock in, or all of, or
          substantially all of the assets of, any Person;

                   (N) Furnish the Bank any certificate or other document that
          will contain any untrue statement of material fact or that will omit
          to state a material fact necessary to make it not misleading in light
          of the circumstances under which it was furnished;

                   (O) Directly or indirectly apply any part of the proceeds of
          the Loans to the purchasing or carrying of any margin stock within the
          meaning of Regulation U of the Board of Governors of the Federal
          Reserve System, or any regulations, interpretations or rulings
          thereunder.

                   (P) Pledge, hypothecate, transfer, grant a security interest
          in or otherwise encumber any shares of Borrower's Capital Stock or the
          stock of any of the subsidiaries.

                              SECTION VII. DEFAULT
                              --------------------

          7.01 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an Event of Default (sometimes referred to as
"Default") hereunder:

                   (A) The Borrower shall fail to pay when due any installment
          of principal, interest, fee, or any other Obligation payable hereunder
          and such failure to pay shall continue seven (7) days;

                   (B) The Borrower and/or Robert M. Kaye shall fail to observe
          or perform any obligation or covenant to be observed or performed by
          the Borrower and/or Robert M. Kaye hereunder or under any of the Loan
          Documents or the Collateral Documents and such failure shall continue
          beyond thirty (30) days after notice thereof from the Bank;

                   (C) The Borrower shall fail to pay any Indebtedness due any
          third Person, and such failure shall continue beyond any applicable
          grace period, or the Borrower shall


                                       24
<PAGE>


          suffer to exist any other Event of Default under any agreement binding
          the Borrower;

                   (D) Any financial statement, representation, warranty, or
          certificate made or furnished by or with respect to the Borrower to
          the Bank in connection with this Agreement, or as inducement to the
          Bank to enter into this Agreement, or in any separate statement or
          document to be delivered to the Bank hereunder, shall be materially
          false, incorrect, or incomplete when made;

                   (E) The Borrower shall admit in writing its inability to pay
          its debts as they mature or shall make any assignment for the benefit
          of any of their creditors;

                   (F) Proceedings in bankruptcy, or for reorganization of the
          Borrower or for the readjustment of any of its debts, under the
          Bankruptcy Code, as amended, or any part thereof, or under any other
          Laws, whether state or federal, for the relief of debtors, now or
          hereafter existing, shall be commenced against or by the Borrower and,
          except with respect to any such proceedings instituted by the
          Borrower, shall not be discharged within thirty (30) days of their
          commencement;

                   (G) A receiver or trustee shall be appointed for the Borrower
          or for any substantial part of their respective assets, or any
          proceedings shall be instituted for the dissolution or the full or
          partial liquidation of the Borrower and, except with respect to any
          such appointments requested or instituted by the Borrower, such
          receiver or trustee shall not be discharged within thirty (30) days of
          his appointment, and, except with respect to any such proceedings
          instituted by the Borrower such proceedings shall not be discharged
          within thirty (30) days of their commencement, or the Borrower shall
          discontinue business or materially change the nature of its business,
          or the Collateral becomes, in the reasonable judgment of the Bank,
          insufficient in value to satisfy the Obligations, or the Bank
          otherwise reasonably finds itself insecure as to the prompt and
          punctual payment and discharge of the Obligations;

                   (H) The Borrower shall suffer final judgments for payment of
          money aggregating in excess of Two Hundred Fifty Thousand Dollars
          ($250,000.00) and shall not discharge the same within any applicable
          time period provided under such a judgment, or, if no time period is
          provided, a period of thirty (30) days (or such longer period as the
          Bank may agree in writing) from the date of judgment unless, pending
          further proceedings, execution has not been commenced or, if
          commenced, has been effectively stayed;

                   (I) A judgment creditor of the Borrower shall obtain
          possession of any of the Collateral by any means, including (without
          implied limitation) levy, distraint, replevin, self-help or
          attachment; or

                   (J) Transfer(s) of funds out of the ordinary course by
          Metropolitan Bank and Trust Company to any of its subsidiaries or
          their subsidiaries in excess of the amount of Ten Thousand Dollars
          ($10,000.00) per transfer, or the aggregate amount of One Hundred
          Thousand Dollars ($100, 000. 00) per year for all such transfers,
          without the prior written consent of the Bank.



                                       25
<PAGE>


          7.02 ACCELERATION. Immediately and without notice upon the occurrence
of an Event of Default specified in the foregoing Section 7.01(E), (F), (G), or
(J) or at the option of the Bank, but only upon notice to the Borrower upon the
occurrence of any other Event of Default, all Obligations, whether hereunder or
otherwise, shall become due and payable without further action of any kind. All
payments, collections on receipts in connection with any Collateral and all cash
proceeds received by the Bank in respect to any sale of, collection from, or
other realization upon all or any part of the Collateral may, in the discretion
of the Bank, be held by the Bank as collateral for, and/or then or at- any time
thereafter applied in whole or in part by the Bank against all or any part of
the Obligations, in such order as the Bank shall elect. Any surplus of such cash
proceeds held by the Bank and remaining after payment in full of all the
Obligations shall be paid over to the Borrowers or to whomsoever may be lawfully
entitled to receive such surplus.

          7.03 REMEDIES, After any acceleration, as provided for in Section
7.02, the Bank shall have, in addition to the rights and remedies given it by
this Agreement, the Loan Documents and the Collateral Documents, all those
allowed by all applicable laws, including, but without limitation, the Uniform
Commercial Code as enacted in any jurisdiction in which any Collateral may be
located. Without limiting the generality of the foregoing, the Bank may
immediately, without demand of performance and without other notice (except as
specifically required by this Agreement, the Loan Documents or the Collateral
Documents) or demand whatsoever to the Borrower, all of which are hereby
expressly waived, and without advertisement, sell at public or private sale or
otherwise realize upon, in Cuyahoga County, Ohio, or in any other place or
places as the Bank may designate, the whole or, from time to time, any part of
the Collateral, or any interest which the Borrower may have therein. After
deducting from the proceeds of sale or- other disposition of the Collateral all
expenses (including all reasonable expenses for legal services), the Bank shall
apply such proceeds toward the satisfaction of the Obligations. Any remainder of
the proceeds after satisfaction in full of the Obligations shall be distributed
as required by applicable Laws, Notice of any sale or other disposition shall be
given to the Borrower at least five (5) Business Days before the time of any
intended public sale or of the time after which any intended private sale or
other disposition of the Collateral is to be made, which the Borrower hereby
agrees shall be reasonable notice of such sale or other disposition. The
Borrower agrees to assemble, or to cause to be assembled, at their own expense,
the Collateral at such place or places as the Bank shall reasonably designate.
At any such sale or other disposition, the Bank may, to the extent permissible
under applicable Laws, purchase the whole or any part of the Collateral, free
from any right of redemption on the part of the Borrower, which right is hereby
waived and released. Notwithstanding the foregoing, nothing in this Agreement
shall be construed as a wavier of the requirement that the Bank act in a
"commercially reasonable" manner, as defined in the Uniform Commercial Code and
decisions interpreting the Uniform Commercial Code.

          7.04 RIGHT OF SET-OFF, Upon the occurrence of any Event of Default and
during the continuance thereof, the Bank may, and is hereby authorized by the
Borrower at any time and from time to time, to the fullest extent permitted by
applicable Laws, without advance notice to the Borrower (any such notice being
expressly waived by the Borrower), set-off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and



                                       26
<PAGE>


any other Indebtedness at any time owing by the Bank to or for the credit or the
account of the Borrower against any or all of the Obligations of the Borrower
now or hereafter existing, whether or not such Obligations have matured and
irrespective of whether the Bank has exercised any other rights that it has or
may have with respect to such Obligations, including, without limitation any
acceleration rights. The Bank agrees promptly to notify the Borrower after any
such set-off and application, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the
Bank under this Section 7.04 are in addition to the other rights and remedies
(including, without limitation other rights of set-off) which the Bank may have,

                           SECTION VIII. MISCELLANEOUS
                           ---------------------------

          8.01 CONSTRUCTION. The provisions of this Agreement shall be in
addition to those of any guaranty, pledge, or security agreement, note, or other
evidence of liability now or hereafter held by the Bank, all of which shall be
construed as complementary to each other. Nothing herein contained shall prevent
the Bank from enforcing any or every other guaranty, pledge, or security
agreements, notes, or other evidences of liability in accordance with their
respective terms.

          8.02 FURTHER ASSURANCE, From time to time, the Borrower will execute
and deliver to the Bank such additional documents and will provide such
additional information as the Bank may reasonably require to carry out the terms
of this Agreement and be informed of the status and affairs of the Borrower.

          8.03 ENFORCEMENT AND WAIVER BY THE BANK. The Bank shall have the right
at all times to enforce the provisions of this Agreement, the Loan Documents,
and the Collateral Documents in strict accordance with the terms hereof and
thereof, The failure of the Bank at any time or times to enforce its rights
under such provisions, strictly in accordance with the same, shall not be
construed as having created a waiver in any way or manner contrary to specific
provisions of this Agreement or as having in any way or manner modified or
waived the same. All rights and remedies of the Bank are cumulative and
concurrent, and the exercise of one right or remedy shall not be deemed a waiver
or release of any other right or remedy.

          8.04 NOTICES. Any notices or consents required or permitted by this
Agreement shall be in writing and shall be deemed delivered if delivered in
person or, three Business Days after being deposited in First Class Mail as
follows, unless such address is changed by written notice hereunder:

                  (A)    If to the Borrower:       Metropolitan Financial Corp.
                                                   6001 Landerhaven Drive
                                                   Mayfield Heights, OH 44124
                                                   Attn:    President


                                       27
<PAGE>



                  (B)    If to the Bank:           Sky Bank
                                                   10 East Main Street
                                                   Salineville, Ohio 43945
                                                   Attn:    Jayson Zatta

                  (C)    With a Copy to:           Robert M. Kaye
                                                   60 Monmouth Park Highway
                                                   West Long Branch, NJ  07764

                  (D)    With a Copy to:           Anthony Caruso, Esq.
                                                   60 Monmouth Park Highway
                                                   West Long Branch, NJ  07764


          8.05 WAIVER AND RELEASE BY THE BORROWER. To the maximum extent
permitted by applicable Laws and except as otherwise provided herein, the
Borrower:

                   (A) Waives (1) protest of all commercial paper at any time
          held by the Bank on which the Borrower is in any way liable; (2)
          except as the same may herein be specifically granted, notice of
          acceleration and intention to accelerate; and (3) notice and
          opportunity to be heard, after acceleration in the manner provided in
          Section 7.02, before exercise by the Bank of the remedies of
          self-help, set-off, or of other summary procedures permitted by any
          applicable Laws or by any agreement with the Borrower and, except
          where required hereby or by any applicable Laws, notice of any other
          action taken by the Bank; and

                   (B) Releases the Bank and its officers, attorneys, agents,
          and employees from all claims for loss or damage caused by any act or
          omission on the part of any of them except willful misconduct or
          negligence.

          8.06 APPLICABLE LAW. This Agreement is entered into and performable in
Cuyahoga County, Ohio and shall be subject to and construed and enforced in
accordance with the laws of the State of Ohio.

          8.07 BINDING EFFECT, ASSIGNMENT, AND ENTIRE AGREEMENT. This Agreement
shall inure to the benefit of, and shall be binding upon, the respective
successors and permitted assigns of the parties hereto. The Borrower has no
right to assign any of its rights or obligations hereunder without the prior
written consent of the Bank, This Agreement, including the Schedules and
Exhibits hereto, all of which are hereby incorporated herein by reference, and
the documents executed and delivered pursuant hereto constitute the entire
agreement between the parties and may be amended only by writing signed on
behalf of each party.

          8.08 SEVERABILITY. If any provision of this Agreement shall be held
invalid under any applicable Laws, such invalidity shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.



                                       28
<PAGE>


          8.09 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.

          8.10     JURY TRIAL WAIVER. tHE UNDERSIGNED AND THE BANK (BY ITS
                   ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY
                   AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
                   PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
                   CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED
                   AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS
                   DOCUMENT, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP
                   BETWEEN THE BANK AND THE UNDERSIGNED. THIS PROVISION IS A
                   MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING AND
                   AMENDMENT DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.



          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written,


THE BANK:                                 THE BORROWER:

SKY BANK                                  METROPOLITAN FINANCIAL CORP.



By:  /s/ Jayson M. Zatta                  By: /s/ Marcus Faust
     ---------------------------------       -----------------------------------
   Name:  Jayson M. Zatta                    Name:  Marcus Faust
          ----------------------------             -----------------------------
   Title:  Executive Vice President          Title: Executive Vice President and
           ---------------------------              ----------------------------
                                                    Chief Financial Officer
                                                    ----------------------------



                                       29