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                           LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

                              THE OHIO ART COMPANY,

                                  STRYDEL, INC.

                                       AND

                       THE CIT GROUP/BUSINESS CREDIT, INC.

                                  APRIL 7, 2000

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<PAGE>




                                TABLE OF CONTENTS
                                -----------------

                                                                          Page
                                                                          ----


SECTION 1.      PARTIES......................................................1


SECTION 2.      LOANS AND OTHER CREDIT ACCOMMODATIONS........................1

    2.1.     REVOLVING LOANS.................................................1
    2.2.     TERM LOAN.......................................................5
    2.3.     ACCOMMODATIONS..................................................5
    2.4.     CERTAIN AMOUNTS DUE ON DEMAND...................................6

SECTION 3.      INTEREST AND FEES............................................6

    3.1.     INTEREST........................................................6
    3.2.     FEES............................................................6

SECTION 4.      GRANT OF SECURITY INTEREST...................................7

    4.1.     GRANT OF SECURITY INTEREST......................................7
    4.2.     OBLIGATIONS.....................................................7
    4.3.     COLLATERAL......................................................7
    4.4.     ADDITIONAL COLLATERAL...........................................9

SECTION 5.      COLLECTION AND ADMINISTRATION................................9

    5.1.     COLLECTIONS.....................................................9
    5.2.     CHARGES TO LOAN ACCOUNT.........................................9
    5.3.     PAYMENTS........................................................9
    5.4.     LOAN ACCOUNT STATEMENTS........................................10
    5.5.     DIRECT COLLECTIONS.............................................10
    5.6.     ATTORNEY-IN-FACT...............................................11
    5.7.     LIABILITY......................................................11
    5.8.     ADMINISTRATION OF ACCOUNTS.....................................11
    5.9.     DOCUMENTS......................................................11
    5.10.    ACCESS; APPRAISALS.............................................11
    5.11.    ENVIRONMENTAL AUDITS...........................................12

SECTION 6.      ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS........12

    6.1.     FINANCIAL AND OTHER REPORTS....................................12
    6.2.     TRADE NAMES....................................................13
    6.3.     LOSSES.........................................................13
    6.4.     BOOKS OR RECORDS...............................................13
    6.5.     TITLE..........................................................14
    6.6.     DISPOSITION OF ASSETS..........................................14
    6.7.     INSURANCE......................................................14
    6.8.     COMPLIANCE WITH LAWS...........................................15
    6.9.     ACCOUNTS.......................................................15
    6.10.    EQUIPMENT......................................................16
    6.11.    FINANCIAL COVENANTS............................................16
    6.12.    AFFILIATED TRANSACTIONS........................................16
    6.13.    FEES AND EXPENSES..............................................17
    6.14.    FURTHER ASSURANCES.............................................17
    6.15.    ENVIRONMENTAL CONDITION........................................18
    6.16.    STATE OF INCORPORATION.........................................18
    6.17.    CERTAIN FUNDED INDEBTEDNESS....................................18

<PAGE>

    6.18.    YEAR 2000......................................................19
    6.19.    THIRD PARTY INVENTORY..........................................19
    6.20.    KEYMAN INSURANCE...............................................19
    6.21.    INVENTORY......................................................20
    6.22.    SURVIVAL OF REPRESENTATIONS....................................20

SECTION 7.      EVENTS OF DEFAULT AND REMEDIES..............................20

    7.1.     EVENTS OF DEFAULT..............................................20
    7.2.     REMEDIES.......................................................22
    7.3.     APPLICATION OF PROCEEDS........................................23
    7.4.     LENDER'S CURE OF THIRD PARTY AGREEMENT DEFAULT.................23

SECTION 8.      JURY TRIAL WAIVER; CERTAIN OTHER WAIVERS AND CONSENTS.......23

    8.1.     JURY TRIAL WAIVER..............................................23
    8.2.     COUNTERCLAIMS..................................................24
    8.3.     JURISDICTION...................................................24
    8.4.     NO WAIVER BY LENDER............................................24

SECTION 9.      TERM OF AGREEMENT; MISCELLANEOUS............................24

    9.1.     TERM...........................................................24
    9.2.     EARLY TERMINATION..............................................24
    9.3.     TERMINATION INDEMNITY DEPOSIT..................................25
    9.4.     NOTICES........................................................25
    9.5.     SEVERABILITY...................................................25
    9.6.     ENTIRE AGREEMENT; AMENDMENTS; ASSIGNMENTS......................25
    9.7.     DISCHARGE OF BORROWER..........................................26
    9.8.     USAGE..........................................................26
    9.9.     GOVERNING LAW..................................................26

SECTION 10.       ADDITIONAL DEFINITIONS AND TERMS..........................26

    10.1.    UNLESS OTHERWISE INDICATED BELOW, THE LIMITS ON
             AVAILABILITY ARE LIMITS APPLICABLE TO BOTH BORROWERS
             IN THE AGGREGATE AND NOT INDIVIDUALLY:.........................26
    10.2.    TERM LOAN:.....................................................28
    10.3.    ACCOMMODATIONS:................................................28
    10.4.    INTEREST, FEES & CHARGES:......................................28
    10.5.    FINANCIAL COVENANTS:...........................................29
    10.6.    MISCELLANEOUS:.................................................31
    10.7.    TERM...........................................................32





<PAGE>





                           LOAN AND SECURITY AGREEMENT

                  This  Agreement  is between the  undersigned  Borrower and the
undersigned  Lender concerning loans and other credit  accommodations to be made
by Lender to Borrower.  Terms capitalized and not otherwise defined herein shall
have the meanings assigned to such terms in Exhibit A attached hereto.

SECTION 1.        PARTIES
                  -------

                  1.1. The  "BORROWER" is identified in Section  10.6(c) and its
successors  and  assigns.  If more than one  Borrower  is  specified  in Section
10.6(c),  (1) all  references to Borrower  shall mean each of them,  jointly and
severally,  individually  and  collectively,  and the  successors and assigns of
each, (2) Revolving Loans to each Borrower under this Agreement shall be made on
the  basis  of  the  separate  Gross   Availability   (defined  below)  and  Net
Availability  (defined below) of such Borrower only,  calculated with respect to
such  Borrower's  Eligible  Accounts and Eligible  Inventory,  in the manner set
forth in this  Agreement,  (3) each  Borrower  will provide for a separate  cash
collection system for such Borrower, in the manner set forth in Section 5.1, (4)
Lender will maintain  separate loan  accounts for each Borrower  hereunder,  (5)
each Borrower will provide separate borrowing base certificates,  and weekly and
monthly  reports  pursuant  to  Section  6.1,  calculated  with  respect to such
Borrower only, and (6) the criteria for Eligible Accounts  contained in Sections
2.1(4),  (11),  (12) and (13) shall be  calculated  for  Borrowers on a combined
basis.

                  1.2. The "LENDER" is THE CIT GROUP/BUSINESS  CREDIT,  INC. and
its agents, designees, representatives, successors and assigns.

                  1.3.  Notwithstanding  any provision of this  Agreement to the
contrary,  it is intended  that this  Agreement  not  constitute  a  "Fraudulent
Conveyance"  (as defined  below).  Consequently,  each of OAC and Strydel agrees
that if such  Borrower's  joint and several  liability  hereunder  for the other
Borrower's  obligations,  or any liens or security interests securing such joint
and  several  liability,  would,  but for  the  application  of  this  sentence,
constitute a Fraudulent  Conveyance,  such joint and several  liability and each
such  lien and  security  interest  shall be valid and  enforceable  only to the
maximum  extent  that would not cause such joint and several  liability  or such
lien or security  interest  to  constitute  a  Fraudulent  Conveyance,  and this
Agreement shall  automatically be deemed to have been amended accordingly at all
relevant times. For purposes hereof,  "Fraudulent Conveyance" means a fraudulent
conveyance  under Section 548 of the Bankruptcy Code or a fraudulent  conveyance
or  fraudulent  transfer  under  the  provisions  of any  applicable  fraudulent
conveyance  or  fraudulent  transfer law or similar law of any state,  nation or
other governmental unit, as in effect from time to time.

SECTION 2.        LOANS AND OTHER CREDIT ACCOMMODATIONS
                  -------------------------------------

                  2.1. Revolving Loans.
                       ---------------

                  Lender shall,  subject to the terms and  conditions  contained
herein,  make  revolving  loans  to  Borrower  ("REVOLVING  LOANS")  in  amounts
requested  by  Borrower  from


<PAGE>

time to time,  but not in excess of the Net  Availability  existing  immediately
prior to the making of the requested  loan and provided the requested loan would
not cause the outstanding Obligations to exceed the Maximum Credit.

                  (1) The "MAXIMUM CREDIT" is set forth in Section 10.1(a).

                  (2) The "GROSS AVAILABILITY" is at any time (i) the product of
the outstanding amount of Eligible Accounts, multiplied by the Eligible Accounts
Percentage  set forth in Section  10.1(b)(i),  but the amount so added shall not
exceed any sublimits set forth in Section  10.1(e),  plus:  (ii) the  product(s)
obtained by multiplying the applicable Eligible Inventory Percentage(s), if any,
set forth in  Section  10.1(b)(ii)  by the  values  (based on the lower of cost,
market  or  appraised  value,  determined  on a  first-in,  first-out  basis) of
Eligible  Inventory,  but the amount so added shall not exceed any sublimits set
forth in Section 10.1(c).

                  (3) The "NET AVAILABILITY"  shall be calculated at any time as
an amount  equal to the Gross  Availability  minus the  aggregate  amount of all
then-outstanding Obligations to Lender other than the then outstanding principal
balance of the Term Loan, if any, but including all  contingent  liabilities  of
Lender with respect to open Accommodations, if any.

                  (4) "ELIGIBLE  ACCOUNTS"  are accounts  created by Borrower in
the ordinary  course of its business  which are and remain  acceptable to Lender
for lending purposes. General criteria for Eligible Accounts are set forth below
but may be revised from time to time by Lender, in its sole judgment, on fifteen
(15) days' prior written notice to Borrower.  Lender shall, in general, deem and
continue to deem accounts to be Eligible  Accounts if: (1) such  accounts  arise
from bona fide completed transactions and have not remained unpaid for more than
the  number of days  after the  invoice  date set forth in  Section  10.1(d)  or
Schedule D attached hereto, as applicable  (collectively,  "Largest  Accounts");
(2) the  amounts of the  accounts  reported  to Lender are  absolutely  owing to
Borrower and payment is not  conditional  or contingent  (such as  consignments,
guaranteed  sales or right of return or other  similar  terms);  (3) the account
debtor's chief executive office or principal place of business is located in the
United States or Canada (other than Quebec  Province);  (4) the account debtor's
chief  executive  office or principal  place of business is located  outside the
United States and Canada (other than Quebec province) and either (a) the account
debtor has been approved by Lender,  but such accounts shall only be eligible to
the extent  that the  aggregate  of such  accounts  do not exceed the amount set
forth in Section  10.1(e)(ii)  or (b) the  account is  supported  by a letter of
credit issued by a bank, and containing terms,  satisfactory to Lender, and such
letter of credit has been assigned to Lender in a manner satisfactory to Lender,
but such accounts shall only be eligible to the extent that the aggregate amount
of such accounts do not exceed the amount set forth in Section 10.1(e)(iii); (5)
such accounts do not arise from progress  billings,  retainages or bill and hold
sales; (6) there are no contra relationships, setoffs, counterclaims or disputes
existing with respect  thereto (the amount  subject to setoff,  counterclaim  or
dispute  shall  not be  eligible),  and  there are no other  facts  existing  or
threatened which would impair or delay the  collectibility of all or any portion
thereof;  (7) the goods  giving  rise  thereto  were not at the time of the sale
subject to any liens except those


<PAGE>

permitted in this Agreement;  (8) such accounts are not accounts with respect to
which the account  debtor or any officer or employee  thereof is an Affiliate of
Borrower;  (9) such  accounts are not accounts with respect to which the account
debtor is the United States or any State or political subdivision thereof or any
department,  agency  or  instrumentality  of the  United  States,  any  State or
political  subdivision,  unless there has been compliance with the Assignment of
Claims Act or any similar State or local law, if  applicable;  (10) Borrower has
delivered  to Lender such  documents  as Lender may have  requested  pursuant to
Section  5.9 hereof in  connection  with such  accounts  and  Lender  shall have
received  verifications  of such  accounts,  satisfactory  to it, if sent to the
account  debtors or any other  obligors or any  bailees  pursuant to Section 5.5
hereof; (11) there are no facts existing or threatened which might reasonably be
expected  to result in any  adverse  change in the  account  debtor's  financial
condition;  (12)  accounts owed by an account  debtor and its  Affiliates do not
represent  more  than  twenty-five  percent  (25%)  of  all  otherwise  Eligible
Accounts,  unless such account debtor and such  Affiliates have been notified in
writing (in a manner satisfactory to Lender) to make payments in respect of such
accounts directly to a lockbox account established  pursuant to Section 5.1 (the
amount exceeding twenty-five percent (25%) shall not be eligible); (13) accounts
owed by an account  debtor and its  Affiliates do not represent more than thirty
percent (30%) of all otherwise  Eligible  Accounts (the amount  exceeding thirty
percent (30%) shall not be eligible);  (14) not more than fifty percent (50%) of
the  accounts  of an  account  debtor or its  Affiliates  owed to  Borrower  are
outstanding  more  than  the  applicable  number  of days set  forth in  Section
10.1(d); (15) such accounts are owed by account debtors whose total indebtedness
to  Borrower  does not  exceed  the  amount  of any  customer  credit  limits as
established  from time to time on notice to Borrower  (the amount  exceeding the
credit limit shall not be eligible);  and (16) such accounts are owed by account
debtors deemed creditworthy at all times by Lender.

                  (5) "ELIGIBLE  INVENTORY" is inventory owned by Borrower which
is and remains  acceptable to Lender for lending purposes and, other than in the
case of In-Transit Inventory (defined below), is located at one of the addresses
set forth in Section 10.6(e). Eligible Inventory shall not include (i) inventory
in the possession of a bailee,  consignee,  warehouseman or processor or located
at a location leased by Borrower, unless such bailee,  consignee,  warehouseman,
processor or landlord,  as  applicable,  delivers to Lender an agreement in form
and substance satisfactory to Lender, together with such Uniform Commercial Code
financing  statements  as Lender  shall  require,  (ii)  inventory  located at a
location owned by Borrower which is subject to a mortgage in favor of any person
or entity other than Lender,  unless such person or entity delivers to Lender an
agreement  in form and  substance  satisfactory  to Lender,  (iii)  "Bull  Frog"
inventory,  (iv) inventory consisting of raw materials other than plastic resins
and steel, (v) inventory consisting of work-in-process,  (vi) inventory that was
manufactured  under, or to be sold pursuant to, a license,  royalty,  trademark,
tradename,  copyright,  patent,  technology or similar  agreement with any third
party to the extent that the aggregate  amount of inventory  subject to all such
agreements exceeds $100,000, but exclusive of any such inventory subject to such
an  agreement  (including  all  amendments  thereto),   in  form  and  substance
satisfactory  to Lender,  that  provides  Borrower with the ability to sell such
inventory for at least a 6 month period after the termination of such agreement,
(vii) inventory in-transit to or from one of Borrower's



<PAGE>


locations,  other than In-Transit  Inventory as to which (a) title has passed to
Borrower,  (b) Borrower has provided Lender with evidence that such inventory is
adequately  insured (in Lender's  judgment)  while  in-transit,  (c) Lender or a
customs agent acting as Lender's agent or another agent of Lender has possession
of all applicable shipping documents and documents of title, all of which are in
form and  substance  acceptable  to Lender,  (d) the  carrier of such  inventory
thereof  is  acceptable  to Lender  and (e) Lender is  satisfied  that  Lender's
security interest in such inventory and all shipping  documents and documents of
title relating  thereto is a fully perfected  senior  security  interest in such
collateral  or  (viii)  finished  goods  inventory  of  Borrower's   lithography
division, other than Kodak inventory located at the Fritz Companies warehouse in
Rochester, New York (which shall be eligible only to the extent that Borrower is
able to  demonstrate  to Lender's  satisfaction  that Borrower has title to such
inventory).

                  (6)  "IN-TRANSIT  INVENTORY"  is  inventory  owned by Borrower
which is in-transit to Borrower  either on the water,  in the air or by overland
carrier.

                  (7) Lender shall have a continuing right to reduce the Gross
Availability by implementing Reserves ("Reserves"), and to increase and decrease
such  Reserves  from  time to  time,  if and to the  extent  that,  in  Lender's
reasonable  credit  judgment,  such  Reserves are  necessary  to protect  Lender
against any state of facts which does, or would,  with notice or passage of time
or both,  constitute  an Event  of  Default  or have an  adverse  effect  on any
Collateral. In particular,  Lender shall institute Reserves (a) in the aggregate
amount of any dividends  declared in respect of the capital stock of OAC and not
yet paid, (b) in the aggregate amount of 3 months'  warehousing  charges for any
third party  warehouse at which Borrower is storing  inventory and as to which a
warehouseman's  agreement has not been executed that waives or subordinates  any
liens held by the warehouseman and is otherwise  acceptable to Lender (provided,
that if any warehouseman executes and delivers to Lender an otherwise acceptable
warehouseman's  agreement  that retains the  warehouseman's  lien priority as to
less than 3 months'  warehousing  charges,  such reserve shall be reduced to the
amount of warehousing charges for which the warehouseman has retained a priority
lien), and (c) to provide for payment by Borrower of amounts necessary to permit
Borrower to comply with the  requirements of Section 6.15 hereof with respect to
Borrower's thermal oxidizing equipment, commencing on June 1, 2000 in the amount
of $350,000,  increasing  by $80,000 on the first day of each month  thereafter,
until such reserves equal the estimated  aggregate cost of such compliance,  and
decreasing  to the extent funds are  actually  disbursed by Borrower in order to
comply with the terms of Section  6.15;  provided,  with  respect to clause (d),
that if  Lender  receives  written  evidence  satisfactory  to  Lender  that (i)
Borrower is in compliance with the  requirements of Section 6.15 with respect to
Borrower's thermal oxidizing equipment, any such reserves will be released, (ii)
the cost of such compliance will be less than $750,000 or greater than $750,000,
such  reserves  will be adjusted  accordingly,  with half of such  amount  being
reserved  on June 1, 2000 and the balance  shall be reserved in 5 equal  monthly
installments  on the first day of each  month  thereafter  and (iii) the time by
which such  compliance  must be completed is extended  beyond December 31, 2000,
such reserves will be adjusted  accordingly in a manner reasonably  satisfactory
to Lender.


<PAGE>


                  (8)  Revolving  Loans  will not at any time  exceed  the Gross
Availability unless Lender has consented in writing.

                  2.2. Term Loan.
                       ---------

                  Any term  loans and the terms of such  loans made by Lender to
Borrower  are set  forth  in,  and  repayable  as set  forth  in,  Section  10.2
(collectively, "TERM LOANS").

                  2.3. Accommodations.
                       --------------

         (1) Lender  may, in its sole  discretion,  issue or cause to be issued,
from time to time at  Borrower's  request  and on terms and  conditions  and for
purposes satisfactory to Lender, credit accommodations  consisting of letters of
credit,   bankers'   acceptances,   merchandise  purchase  guaranties  or  other
guaranties or indemnities for Borrower's  account  ("ACCOMMODATIONS").  Borrower
shall execute and perform additional  agreements  relating to the Accommodations
in form and substance acceptable to Lender and the issuer of any Accommodations,
all of which  shall  supplement  the rights and  remedies  granted  herein.  Any
payments  made by Lender or any  Affiliate  of  Lender  in  connection  with the
Accommodations shall constitute additional Revolving Loans to Borrower.

                  (2) In  addition  to the  fees  and  costs  of any  issuer  in
connection  with issuing or  administering  Accommodations,  Borrower  shall pay
monthly  to  Lender,  on  the  first  day  of  each  month,  a  charge  on  open
Accommodations  at the  rate  per  annum  set  forth  in  Section  10.3(a)  (the
"ACCOMMODATION CHARGES").

                  (3) No Accommodation  will be issued unless the full amount of
the Accommodation requested,  plus fees and costs for issuance, is less than the
Net  Availability  existing  immediately  prior to the issuance of the requested
Accommodation,  or if the requested  Accommodation  would cause the  outstanding
Obligations  to  exceed  the  Maximum  Credit,  or  cause  the  open  amount  of
Accommodations to exceed,  at any time, the Accommodation  sublimit set forth in
Section 10.3(b).

                  (4) All indebtedness,  liabilities and obligations of any sort
whatsoever,  however  arising,  whether present or future,  fixed or contingent,
secured  or  unsecured,  due or to become  due,  paid or  incurred,  arising  or
incurred  in  connection  with any  Accommodation  shall be included in the term
"OBLIGATIONS", as defined herein, and shall include, without limitation, (i) all
amounts  due or which may become due under any  Accommodation;  (ii) all amounts
charged or  chargeable  to  Borrower or to Lender by any bank,  other  financial
institution or correspondent  bank which opens,  issues or is involved with such
Accommodations;  (iii) Lender's  Accommodation  Charges and all fees,  costs and
other charges of any issuer of any Accommodation;  and (iv) all duties, freight,
taxes,  costs,  insurance  and all such other  charges  and  expenses  which may
pertain  directly or indirectly to any Obligations or  Accommodations  or to the
goods or documents relating thereto.


<PAGE>


                  2.4. Certain Amounts Due On Demand.
                       -----------------------------

         Lender may, in its sole  discretion,  make or permit  Revolving  Loans,
Accommodations  or other  Obligations in excess of the Maximum Credit,  Gross or
Net Availability or applicable formulas or sublimits. All or any portion of such
excess(es)  shall be immediately  due and payable upon Lender's  demand,  unless
otherwise agreed in writing by Lender.

SECTION 3.        INTEREST AND FEES

                  3.1. Interest
                       --------

                  (1)  Interest on the  Revolving  Loans and Term Loans shall be
payable by Borrower on the first day of each month,  calculated upon the closing
daily  balances  in the  loan  account  of  Borrower  for each  day  during  the
immediately  preceding  month,  at the per annum rate set forth as the  Interest
Rate in Section  10.4(a).  The  Interest  Rate shall  increase or decrease by an
amount equal to each increase or decrease,  respectively,  in the Prime Rate (as
defined  below),  effective  as of the  date of each  such  change.  During  the
existence of any Event of Default or termination or non-renewal hereof, interest
on all unpaid  Obligations  shall accrue at a rate equal to two percent (2%) per
annum in excess of the Interest  Rate  otherwise  payable until such time as all
Obligations are indefeasibly paid in full (notwithstanding entry of any judgment
against  Borrower or the  exercise of any other right or remedy by Lender),  and
all such  interest  shall be  payable  on  demand.  In no  event  shall  charges
constituting  interest  exceed the rate  permitted  under any  applicable law or
regulation,  and if any provision of this Agreement is in  contravention  of any
such law or  regulation,  such  provision  shall be deemed  amended  to  conform
thereto.

                  (2)  The  "PRIME  RATE"  is  the  rate  of  interest  publicly
announced by The Chase  Manhattan  Bank in New York, New York, or its successors
and assigns from time to time as its prime rate.

                  3.2. Fees.
                        ----

                  Borrower shall pay to Lender:

                  (a)  Closing  Fee.  A Closing  Fee in the  amount set forth in
     Section 10.4(c).

                  (b)  Facility  Fee.  Borrower  shall pay Lender a Facility Fee
     equal to the amount  identified  in Section  10.4(d),  which  Facility  Fee
     Borrower   acknowledges   has  been  fully  earned  by  Lender  as  of  the
     commencement  of the Term (as  defined in  Section  9.1  below);  provided,
     however, until such time as this Agreement shall terminate,  Borrower shall
     pay one-half of the Facility Fee on the first  anniversary  of the Term and
     the remaining one-half of the Facility Fee on the second anniversary of the
     Term. Upon termination of this Agreement for any reason,  the entire unpaid
     balance of the Facility Fee shall be due and payable in full.


<PAGE>


                  (c) Unused Line Fee. Monthly,  on the first day of each month,
     in arrears,  an Unused Line Fee for each month  during the Term at the rate
     per annum set forth in Section 10.4(f), calculated upon the amount, if any,
     by which the Maximum Credit exceeds the greater of the Minimum Borrowing or
     the average  outstanding daily principal balance during the preceding month
     of all Revolving Loans, Accommodations and any Term Loans.

                  (d) Late  Report  Fee. A late  report fee set forth in Section
     10.4(i),  as calculated in accordance with the last sentence of Section 6.1
     below.

SECTION 4.        GRANT OF SECURITY INTEREST
                  --------------------------

                  4.1. Grant of Security Interest.
                       --------------------------

                  To  secure  the  payment  and   performance  in  full  of  all
Obligations,  Borrower hereby grants to Lender a continuing security interest in
and lien upon, and a right of setoff  against,  and Borrower  hereby assigns and
pledges to Lender,  all of the  Collateral,  including any Collateral not deemed
eligible for lending purposes.

                  4.2. Obligations.
                       -----------

                  "OBLIGATIONS"  shall mean any and all  Revolving  Loans,  Term
Loans, Accommodations and all other indebtedness, liabilities and obligations of
every  kind,  nature and  description  owing by  Borrower  to Lender  and/or its
Affiliates,  including principal,  interest, charges, fees and expenses, however
evidenced,  whether as  principal,  surety,  endorser,  guarantor or  otherwise,
whether  arising  under this  Agreement  or  otherwise,  whether now existing or
hereafter arising, whether arising before, during or after the Term or after the
commencement  of any case with  respect  to  Borrower  under the  United  States
Bankruptcy Code or any similar statute, whether direct or indirect,  absolute or
contingent,  joint or several, due or not due, primary or secondary,  liquidated
or unliquidated, secured or unsecured, original, renewed or extended and whether
arising directly or howsoever acquired by Lender including from any other entity
outright,  conditionally or as collateral security,  by assignment,  merger with
any other entity,  participations  or interests of Lender in the  obligations of
Borrower to others,  assumption,  operation of law, subrogation or otherwise and
shall also include all amounts chargeable to Borrower under this Agreement or in
connection with any of the foregoing.

                  4.3. Collateral.
                       ----------

                  "COLLATERAL"  shall  mean  all of the  following  property  of
Borrower:

                  (1) All now  owned and  hereafter  acquired  right,  title and
interest of Borrower in, to and in respect of all: accounts,  interests in goods
represented by accounts,  returned,  reclaimed or repossessed goods with respect
thereto  and  rights  as an  unpaid  vendor;  contract  rights;  chattel  paper;
investment property; general intangibles (including, but not limited to, tax and
duty refunds,  registered and unregistered patents,  trademarks,  service marks,
copyrights,   trade  names,  applications  for  the  foregoing,  trade  secrets,
goodwill,


<PAGE>

processes, drawings,  blueprints,  customer lists, licenses, whether as licensor
or  licensee,  choses in action  and  other  claims,  and  existing  and  future
leasehold interests in equipment and fixtures); documents;  instruments; letters
of  credit,   bankers'  acceptances  or  guaranties;   cash  moneys,   deposits,
securities,  bank accounts,  deposit accounts, credits and other property now or
hereafter held in any capacity by Lender, its Affiliates or any entity which, at
any  time,  participates  in  Lender's  financing  of  Borrower  or at any other
depository or other institution;  agreements or property securing or relating to
any of the items referred to above;

                  (2) All now  owned and  hereafter  acquired  right,  title and
interest of Borrower in, to and in respect of goods, including,  but not limited
to:

                  (a) All  inventory,  wherever  located,  whether  now owned or
         hereafter acquired, of whatever kind, nature or description,  including
         all raw materials, work-in-process, finished goods, and materials to be
         used or consumed in Borrower's business; and all names or marks affixed
         to or to be affixed thereto for purposes of selling same by the seller,
         manufacturer, lessor or licensor thereof;

                  (b) All equipment and fixtures,  wherever located, whether now
         owned  or  hereafter  acquired,   including,  without  limitation,  all
         machinery,  equipment, motor vehicles (including without limitation the
         motor  vehicles  listed on Schedule E hereto),  furniture and fixtures,
         and any and all additions, substitutions, replacements (including spare
         parts), and accessions thereof and thereto; and

                  (c) All consumer goods, farm products, crops, timber, minerals
         or the like  (including  oil and gas),  wherever  located,  whether now
         owned or hereafter acquired, of whatever kind, nature or description;

                  (3) All now  owned and  hereafter  acquired  right,  title and
interests of Borrower in, to and in respect of any personal  property in or upon
which Lender has or may  hereafter  have a security  interest,  lien or right of
setoff;

                  (4) All present and future  books and records  relating to any
of the above  including,  without  limitation,  all computer  programs,  printed
output and computer  readable data in the possession or control of the Borrower,
any computer service bureau or other third party; and

                  (5) All  products  and  proceeds of the  foregoing in whatever
form and wherever located, including, without limitation, all insurance proceeds
and all claims against third parties for loss or destruction of or damage to any
of the foregoing.

Notwithstanding the foregoing, in no event shall "Collateral" include (i) intent
to  use  trademark  applications  or  (ii)  Borrower's  rights  as a  lessee  of
equipment,  fixtures or real  estate,  to the extent that the  underlying  lease
prohibits  Borrower from granting a lien on, or a collateral  assignment of, its
rights under such lease.


<PAGE>


                  4.4. Additional Collateral.
                       ---------------------

                  The term "COLLATERAL" shall also include (1) the real property
of (a) OAC mortgaged to Lender in connection with this Agreement, commonly known
as One Toy  Street,  Bryan,  Ohio,  junior only to the lien of Fifth Third Bank,
Northwestern  Ohio,  N.A.  ("FIFTH  THIRD") or a replacement  lender  reasonably
satisfactory  to Lender (a  "REPLACEMENT  LENDER") on such real property and (b)
Strydel mortgaged to Lender in connection with this Agreement, commonly known as
201 Ellis  Street,  Stryker,  Ohio,  junior only to the lien of Fifth Third or a
Replacement Lender on such real property and (2) Borrower's interest in the cash
surrender value of the keyman life insurance policies described in Section 6.20.

SECTION 5.        COLLECTION AND ADMINISTRATION
                  -----------------------------

                  5.1. Collections.
                       -----------

                  Borrower will, at its expense as Lender requests,  direct that
all remittances and all other proceeds of accounts and other  Collateral be sent
to a lock box designated by Lender,  and deposited into a bank account  selected
by Lender with  arrangements with the bank providing that all funds deposited in
the  bank  account  are to be  transferred  solely  to  Lender;  provided,  that
notwithstanding the foregoing, until otherwise directed by Lender, Strydel shall
not be required to maintain a lock box, but instead shall  directly  collect all
remittances  and other  proceeds of accounts and other  Collateral  and promptly
deposit such amounts  into a bank account  selected by Lender with  arrangements
with the bank providing  that all funds  deposited in the bank account are to be
transferred solely to Lender.  Borrower shall bear all risk of loss of any funds
deposited into such accounts.  In connection  therewith,  Borrower shall execute
such  lock  box and  bank  account  agreements  as  Lender  shall  specify.  Any
collections  or other  proceeds  received by Borrower shall be held in trust for
Lender and  immediately  remitted,  at Lender's  direction,  either to such bank
account or to Lender in kind.

                  5.2. Charges to Loan Account.
                       -----------------------

                  At Lender's option, all payments of principal, interest, fees,
costs,  expenses and other  charges  provided for in this  Agreement,  or in any
other agreement now or hereafter  existing  between Lender and Borrower,  may be
charged on the date when due,  as  principal  to any loan  account  of  Borrower
maintained by Lender. Interest, fees for Accommodations, the Unused Line Fee and
any other amounts  payable by Borrower to Lender based on a per annum rate shall
be calculated on the basis of actual days elapsed over a 360-day year.

                  5.3. Payments.
                       --------

                  All Obligations  shall be payable at Lender's Office set forth
in Section  10.6(a) or at Lender's bank designated in Section 10.6(b) or at such
other  bank or place as Lender  may  expressly  designate  from time to time for
purposes of this  Section.  Lender shall apply all proceeds of accounts or other
Collateral  received  by  Lender  and  all  other  payments  in  respect  of the
Obligations  to the  Revolving  Loans or to any other  Obligations  then due, in
whatever  order or manner Lender shall  determine.  For purposes of  determining
Gross



<PAGE>

Availability  and  Net  Availability  and  for the  calculation  of the  Minimum
Borrowing,  remittances  and other  payments  will be treated as credited to the
loan account of Borrower  maintained by Lender and Collateral  balances to which
they relate, upon the date of Lender's receipt of advice from Lender's bank that
such  remittances or other payments have been credited to Lender's account or in
the case of remittances or other payments  received  directly in kind by Lender,
upon the date of Lender's  deposit  thereof at Lender's  bank,  subject to final
payment and  collection.  In  computing  interest  charges,  the loan account of
Borrower will be credited with  remittances and other payments for the number of
days set forth in Section  10.4(b)  after the day Lender has received  advice of
receipt of  remittances  in Lender's  account at Lender's  Bank. For purposes of
this Agreement,  "BUSINESS DAY" shall mean any day other than a Saturday, Sunday
or any other day on which Lender or banks located in states where Lender has its
offices, are closed.

                  5.4. Loan Account Statements.
                       -----------------------

                  Lender  shall  render  to  Borrower  monthly  a  loan  account
statement.  Each statement shall be considered correct and binding upon Borrower
as an account stated,  except to the extent that Lender  receives,  within sixty
(60) days after the receipt by Borrower of such  statement,  written notice from
Borrower of any specific exceptions by Borrower to that statement.

                  5.5. Direct Collections.
                       ------------------

                  Lender may, at any time,  but only after the  occurrence of an
Event of Default in the case of clauses (c)  through  (f) below,  (a) notify any
account debtor that the accounts and other  Collateral which includes a monetary
obligation  have been assigned to Lender by Borrower and that payment thereof is
to be made to the order of and directly to Lender, (b) send, or cause to be sent
by its  designee,  requests  (which may identify the sender by a pseudonym)  for
verification  by  telephone,  in  writing or  otherwise  of  accounts  and other
Collateral  directly  to any account  debtor or any other  obligor or any bailee
with respect thereto, (c) demand,  collect or enforce payment of any accounts or
such other  Collateral,  but without any duty to do so, and Lender  shall not be
liable for any failure to collect or enforce payment thereof, (d) take or bring,
in the name of Lender or  Borrower,  all steps,  actions,  suits or  proceedings
deemed  by Lender  necessary  or  desirable  to  effect  collection  of or other
realization upon the accounts and other  Collateral,  (e) change the address for
delivery of mail to Borrower and to receive and open mail addressed to Borrower,
and (f) extend the time of payment of,  compromise  or settle for cash,  credit,
return of merchandise, and upon any terms or conditions, any and all accounts or
other Collateral  which includes a monetary  obligation and discharge or release
the account debtor or other obligor,  without  affecting any of the Obligations.
At Lender's  request all invoices  and  statements  sent to any account  debtor,
other obligor or bailee, shall state that the accounts and such other Collateral
have been assigned to Lender and are payable directly and only to Lender.


<PAGE>


                  5.6. Attorney-in-Fact.
                       ----------------

                  Borrower  hereby  irrevocably  appoints  Lender as  Borrower's
attorney-in-fact  and authorizes Lender at Borrower's sole expense,  to exercise
at any times in  Lender's  discretion  all or any of the  powers  necessary  for
Lender to obtain  information about the Collateral or to enforce Lender's rights
hereunder.

                  5.7. Liability.
                       ---------

                  Borrower hereby releases and exculpates  Lender,  its officers
and employees  from any liability  arising from any acts under this Agreement or
in  furtherance  thereof,  except for gross  negligence  or willful  misconduct.
Lender will not have any liability to Borrower for lost profits or other special
or consequential damages.

                  5.8. Administration of Accounts.
                       --------------------------

                  After written  notice by Lender to Borrower or without  notice
after an Event of Default,  Borrower  shall not,  (a) amend,  modify,  settle or
compromise any of the accounts or any other Collateral which includes a monetary
obligation,  (b) release in whole or in part any account  debtor or other person
liable for the payment of any of the accounts or any such other  Collateral,  or
(c) grant any credits, discounts, allowances,  deductions, return authorizations
or the like with respect to any of the accounts or any such other Collateral.

                  5.9. Documents.
                       ---------

                  Borrower  shall  deliver  to Lender,  as Lender  may  request,
copies of all  documents,  schedules,  invoices,  proofs of  delivery,  purchase
orders,  statements,  contracts and all other information evidencing or relating
to the  Collateral,  in form  and  substance  satisfactory  to  Lender  and duly
executed by Borrower;  provided, however, that after an Event of Default, any of
such items designated by Lender shall be originals  rather than copies.  Without
limiting  the  provisions  of  Section  5.5,  Borrower's  granting  of  credits,
discounts,  allowances,  deductions,  return  authorizations or the like will be
promptly  reported  to Lender in  writing.  In no event  shall any  schedule  or
confirmatory  assignment  (or the  absence  thereof  or  omission  of any of the
accounts or other  Collateral  therefrom)  limit or in any way be construed as a
waiver, limitation or modification of the security interests or rights of Lender
or  the  warranties,  representations  and  covenants  of  Borrower  under  this
Agreement. Any documents, schedules, invoices or other paper delivered to Lender
by Borrower may be  destroyed or otherwise  disposed of by Lender six (6) months
after receipt by Lender,  unless  Borrower  requests  their return in writing in
advance and makes prior arrangements for their return at Borrower's expense.

                  5.10. Access; Appraisals.
                        ------------------

                  Lender shall have access,  prior to an Event of Default during
reasonable business hours and during the existence of an Event of Default at any
time,  to all of the premises  where  Collateral  is located for the purposes of
inspecting  or copying the  Collateral,  and all  Borrower's  books and records.
Lender, at no charge, may use such of Borrower's


<PAGE>

personnel, equipment, including computer equipment, programs, printed output and
computer  readable  media,  supplies and premises for the collection of accounts
and realization on other  Collateral as Lender,  in its sole  discretion,  deems
appropriate.  Borrower hereby  irrevocably  authorizes all accountants and third
parties to disclose and deliver to Lender at  Borrower's  expense all  financial
information,  books and  records,  work  papers,  management  reports  and other
information in their possession  regarding Borrower.  In addition,  from time to
time,  Lender  also shall have the right to engage an  appraiser  or  consultant
selected by Lender (but at Borrower's  expense) to appraise,  audit and evaluate
Borrower's inventory.

                  5.11. Environmental Audits.
                        --------------------

                  From  time to  time,  but no  more  frequently  than  annually
(provided no Event of Default is in existence),  as requested by Lender,  at the
sole  expense of Borrower,  Borrower  shall  provide  Lender,  or its  designee,
complete access to all of Borrower's facilities for the purpose of conducting an
environmental audit of such facilities as Lender may deem necessary.

SECTION 6.        ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS
                  ----------------------------------------------------

                  Borrower hereby  represents,  warrants and covenants to Lender
the following, the truth and accuracy of which, and compliance with which, shall
be continuing  conditions of the making of loans or other credit  accommodations
by Lender to Borrower:

                  6.1. Financial and Other Reports.
                       ---------------------------

                  Borrower  shall  keep and  maintain  its books and  records in
accordance with generally accepted accounting principles,  consistently applied.
Borrower  shall,  at its  expense,  on each day on  which  Borrower  requests  a
Revolving Loan (and in no event less frequently than weekly),  deliver to Lender
a borrowing base certificate in the form attached hereto as Exhibit B; provided,
that  notwithstanding  the foregoing,  Borrower shall be permitted to deliver to
Lender  borrowing  base  certificates  on a  monthly  basis  (on or  before  the
fifteenth  (15th) day of each month)  commencing  immediately  after any Testing
Date on which the Reporting  Conditions have been satisfied and continuing until
immediately  after any  subsequent  Testing  Date in which any of the  Reporting
Conditions have not been satisfied. In addition, Borrower shall, at its expense,
deliver to Lender (a) weekly inventory  reports no later than three (3) Business
Days after each such weekly period;  and, on or before the fifteenth  (15th) day
of each month, (b) true and complete monthly agings of its accounts  receivable,
accounts  payable and notes payable;  and (c)  consolidated  monthly  internally
prepared  interim  financial  statements  containing  a  balance  sheet,  income
statement  and cash flow  statement  certified by an officer of Borrower.  Until
such time as Lender is satisfied  with  Strydel's  inventory  reporting  system,
Strydel shall also deliver to Lender,  on or before the fifteenth  (15th) day of
each month the results of a physical  inventory  performed  by Strydel as of the
last day of the prior  month.  Until such time as Lender is  satisfied  with the
inventory  reporting system used by Borrower's  lithography  division,  Borrower
shall  also



<PAGE>

deliver  to  Lender,  on or before the  fifteenth  (15th)  day of each  calendar
quarter the results of a physical inventory performed by Borrower as of the last
day of the prior calendar  quarter.  Annually,  Borrower  shall deliver  audited
consolidated and consolidating  financial  statements of Borrower,  containing a
balance  sheet,  income  statement and cash flow  statement,  accompanied by the
report  and  opinion  thereon  of  independent   certified  public   accountants
acceptable to Lender,  as soon as  available,  but in no event later than ninety
(90) days after the end of  Borrower's  fiscal year. No later than 30 days prior
to each fiscal  year,  Borrower  shall also deliver to Lender  consolidated  and
consolidating balance sheet, income, cash flow and availability  projections for
such fiscal year in a format acceptable to Lender. All of the foregoing shall be
in such form and together with such  information with respect to the business of
Borrower  or any  guarantor,  as  Lender  may in each case  reasonably  request.
Borrower  understands  and  agrees  that if it shall  fail at any time to timely
deliver a financial or other report or  projection  required  under this Section
6.1,  Borrower  shall be charged a fee per late  report  equal to the amount set
forth in Section 10.4(i) multiplied by the number of days such report is late in
delivery to Lender.

                  6.2. Trade Names.
                       -----------

                  Borrower may from time to time render invoices under its trade
names set forth in Section  10.6(g) or any other  tradename  of which Lender has
been  notified  in writing at least 30 days prior to the date on which  Borrower
commences to use such tradename for such purpose and, Borrower  represents that:
(a) each trade name does not refer to another corporation or other legal entity,
(b) all accounts  and  proceeds  thereof  (including  any returned  merchandise)
invoiced  under any such trade names are owned  exclusively  by Borrower and (c)
Lender  may  receive,  endorse  and  deposit  to any loan  account  of  Borrower
maintained by Lender all checks or other  remittances  made payable to any trade
name of Borrower representing payment with respect to such sales or services.

                  6.3. Losses.
                       ------

                  Borrower shall promptly  notify Lender in writing of any loss,
damage, investigation,  action, suit, proceeding or claim relating to a material
portion of the  Collateral or which may  reasonably be expected to result in any
material  adverse  change  in  Borrower's  business,   assets,   liabilities  or
condition, financial or otherwise.

                  6.4. Books or Records.
                       ----------------

                  Borrower's books and records concerning accounts and its chief
executive  office are and shall be  maintained  only at the address set forth in
Section  10.6(d).  Borrower's  Eligible  Inventory  shall  be  kept  only at the
addresses  set forth on Section  10.6(e);  and  Borrower's  only other places of
business and the only other  locations of  Collateral,  if any, are and shall be
the addresses set forth in Section  10.6(f)  hereof,  except Borrower may change
such  locations  or open a new place of  business  after  thirty (30) days prior
written  notice to Lender.  Borrower  shall  execute  and deliver or cause to be
executed  and  delivered  to  Lender  such  financing  statements,   amendments,
financing  documents and security and other  agreements as Lender may reasonably
require.


<PAGE>

                  6.5. Title.
                       -----

                  Borrower  has and at all times will  continue to have good and
marketable title to all of the Collateral, free and clear of all liens, security
interests,  claims or  encumbrances  of any kind  except in favor of Lender  and
except, if any, those set forth on Schedule A hereto.

                  6.6. Disposition of Assets.
                       ---------------------

                  Without the prior written  consent of Lender,  Borrower  shall
not  directly or  indirectly:  (a) sell,  lease,  transfer,  assign,  abandon or
otherwise  dispose of any part of the Collateral or any material  portion of its
other assets (other than (i) sales of inventory to buyers in the ordinary course
of  business,  (ii) so long as no Event of  Default  is in  existence,  sales of
inventory that is not Eligible Inventory,  whether or not in the ordinary course
of business,  (iii) so long as no Event of Default is in  existence,  charitable
donations of inventory with an aggregate  value not in excess of $100,000 in any
fiscal  year and (iv) so long as no Event of Default is in  existence,  sales of
obsolete  equipment,  which together with sales of similar obsolete equipment of
Trinc  Co.,  do not  exceed an  aggregate  book value of $25,000 in any 12 month
period, in each case so long as the proceeds thereof are immediately remitted to
Lender for  application  to the  Obligations as set forth in Section 5.3) or (b)
consolidate  with or merge  with or into any other  entity,  or permit any other
entity to consolidate with or merge with or into Borrower or (c) form or acquire
any interest in any firm, corporation or other entity.

                  6.7. Insurance.
                       ---------

                  Borrower shall at all times maintain,  with financially  sound
and reputable insurers, insurance (including,  without limitation, at the option
of Lender,  earthquake and flood  insurance)  with respect to the Collateral and
other assets (the "INSURANCE COVERAGE"). All such insurance policies shall be in
such form, substance,  amounts and coverage as may be satisfactory to Lender and
shall  provide that the insurer will provide for thirty (30) days' prior written
notice to Lender of  cancellation  or  reduction of  coverage.  Borrower  hereby
irrevocably  appoints Lender and any designee of Lender as attorney-in-fact  for
Borrower to obtain at Borrower's  expense,  any such insurance  should  Borrower
fail to do so and to adjust or settle any claim or other matter under or arising
pursuant to such insurance or to amend or cancel such insurance.  Borrower shall
deliver to Lender evidence of such insurance and an endorsement  satisfactory to
Lender naming Lender as the lender loss payee and  additional  insured as to all
existing and future  insurance  policies with respect to the Collateral.  In the
event  Borrower,  at any time,  fails to provide  Lender  with  evidence  of the
Insurance  Coverage as  required  by this  Agreement,  Lender may  purchase  the
Insurance  Coverage at Borrower's  expense to protect Lender's  interests in the
Collateral.  Such insurance may, but need not, protect Borrower's interests, and
Lender  shall  be under no  obligation  to  protect  Borrower's  interests.  The
Insurance  Coverage that Lender  purchases on behalf of Borrower may not pay any
claim  that  Borrower  makes  or any  claim  that is made  against  Borrower  in
connection with the Collateral. Borrower may later cancel any Insurance Coverage
purchased  by  Lender,  but only  after  providing  Lender  with  evidence  that
Insurance  Coverage has been


<PAGE>

obtained as provided for in this Agreement. In the event Lender purchases all or
any  portion  of the  Insurance  Coverage  for the  Collateral  or as  otherwise
required  hereunder,  Borrower will be responsible for all costs and expenses of
such Insurance Coverage with the purchase of the Insurance  Coverage  including,
but not  limited  to,  interest  and any  other  charges  imposed  by  Lender in
connection with the purchase of the Insurance  Coverage until the effective date
of the  cancellation  or  expiration of the  Insurance  Coverage.  The costs and
expenses  of any  Insurance  Coverage  purchased  by  Lender  shall  be added to
Borrower's Obligations. Borrower acknowledges that the costs and expenses of the
Insurance Coverage purchased by Lender pursuant hereto may be more than the cost
of insurance  Borrower may be able to obtain on its own.  Borrower shall deliver
to Lender in kind, all instruments  representing  proceeds of insurance received
by Borrower. Lender may apply any insurance proceeds received at any time to the
cost of repairs to or replacement of any portion of the  Collateral  and/or,  at
Lender's  option,  to  payment  of or as  security  for any of the  Obligations,
whether or not due, in any order or manner as Lender determines;  provided, that
so long as no Event of Default is in existence,  in any 12 month period Borrower
may elect to provisionally  apply up to an aggregate of $250,000 of the proceeds
of casualty insurance in respect of damage to or destruction of Borrower's fixed
assets against the outstanding  balance of the Revolving  Loans, so long as such
amounts are used with 6 months of the date of the applicable loss to replace the
damaged or destroyed  fixed assets.  If such amount is not so used within such 6
month period,  such amount will be applied to the  Obligations in the manner set
forth in Section 5.3.

                  6.8. Compliance With Laws.
                       --------------------

                  Except as set forth in Section  6.15,  Borrower  is and at all
times will  continue  to be in  compliance  with the  requirements  of all laws,
rules,  regulations  and orders of any  governmental  authority  relating to its
business  (including  laws,  rules,  regulations  and orders relating to income,
withholding, excise, property and social security taxes, minimum wages, employee
retirement and welfare  benefits,  employee health and safety,  or environmental
matters)  and all  agreements  or other  instruments  binding on Borrower or its
property,   except  to  the  extent  that  non-compliance  therewith  could  not
reasonably be expected to have a material adverse effect on Borrower's business,
assets, liabilities or condition, financial or otherwise. Borrower shall pay and
discharge all taxes,  assessments and  governmental  charges against Borrower or
any  Collateral  when due,  unless the same are being  contested  in good faith.
Lender may establish  Reserves for the amount  contested and penalties which may
accrue thereon.

                  6.9. Accounts.
                       --------

                  With  respect  to each  account  deemed an  Eligible  Account,
except as reported in writing to Lender,  Borrower has no knowledge  that any of
the  criteria  for  eligibility  are  not or are no  longer  satisfied  and  the
Eligibility criteria will continue to be satisfied.  All statements made and all
unpaid  balances and other  information  appearing in the invoices,  agreements,
proofs of rendition  of services  and delivery of goods and other  documentation
relating  to  the  accounts,  and  all  confirmatory   assignments,   schedules,
statements of account



<PAGE>

and books and  records  with  respect  thereto,  are true and correct and in all
respects what they purport to be.

                  6.10. Equipment.
                        ---------

                  With respect to Borrower's equipment,  Borrower shall keep the
equipment  in good order and repair,  and in running and  marketable  condition,
ordinary wear and tear excepted.

                  6.11. Financial Covenants.
                        -------------------

                  Borrower  shall  maintain  consolidated  working  capital  (as
determined in accordance  with  generally  accepted  accounting  principles,  in
effect on the date hereof, consistently applied) and Tangible Net Worth, in each
case on the last day of each fiscal quarter hereafter commencing April 30, 2000,
in the amounts set forth in Section 10.5(a) and Section  10.5(b),  respectively,
and Borrower shall not, directly or indirectly,  expend or commit to expend, for
fixed or capital  assets  (including  capital  lease  obligations)  an amount in
excess of the  capital  expenditure  limit set forth in  Section  10.5(c) in any
fiscal period of Borrower set forth in Section 10.5(c).

                  6.12. Affiliated Transactions.
                        -----------------------

                  Borrower will not, directly or indirectly: (a) lend or advance
money or property to, guarantee or assume indebtedness of, or invest (by capital
contribution  or otherwise) in any person,  firm,  corporation  or other entity,
including  without  limitation  any  officer,  director,  shareholder  or  other
Affiliate of  Borrower,  except that (i) at any time that no Event of Default is
in existence,  Borrower may make (x) advances in the ordinary course of business
to officers,  directors and employees for routine  travel and similar  expenses,
which in the  aggregate do not exceed  $50,000 at any time  outstanding  and (y)
other loans to officers and key employees of Borrower,  so long as the aggregate
outstanding balance thereof does not exceed $75,000 and (ii) at any time that no
Event of  Default  is in  existence,  Strydel  may make  loans to Ohio Art in an
aggregate  outstanding  principal  amount not to at any time  exceed  $1,000,000
("INTERCOMPANY  LOANS"),  so long as the  Intercompany  Loans are  evidenced  by
promissory notes in form and substance  acceptable to Lender, which are endorsed
to Lender's  order and delivered to Lender as security for the  Obligations;  or
(b) declare,  pay or make any  dividend,  redemption  or other  distribution  on
account  of any  shares  of any  class  of stock of  Borrower  now or  hereafter
outstanding,  except that OAC may declare and pay  dividends  on the last day of
each fiscal  quarter  commencing  on May 1, 2000,  so long as (i) the  aggregate
amount of dividends  declared and paid in each calendar quarter shall not exceed
$36,000,  (ii)  immediately  after  payment  of  such  dividend,  aggregate  Net
Availability for OAC and Strydel equals or exceeds $1,000,000, (iii) at the time
of payment of such dividend,  Borrower has no accounts payable that are over 120
days past due, other than accounts payable subject to bona-fide  disputes,  (iv)
no Event of Default is in  existence at the time of  declaration  (as opposed to
payment)  of such  dividend  or would be caused  thereby  and (v) at the time of
payment of such dividend, Borrower has no past due income taxes; or (c) make any
payment of the principal amount of or interest on any indebtedness


<PAGE>

owing to any officer,  director,  shareholder,  or other  Affiliate of Borrower,
except that so long as no Event of Default is in  existence,  Ohio Art may repay
the  Intercompany  Loans;  or (d) except as  otherwise  provided in this Section
6.12,  enter  into  any  sale,  lease  or other  transaction  with any  officer,
director, employee, shareholder or other Affiliate of Borrower on terms that are
less  favorable to Borrower  than those which might be obtained at the time from
persons  who  are not an  officer,  director,  employee,  shareholder  or  other
Affiliate of Borrower.

                  6.13. Fees and Expenses.
                        -----------------

                  Borrower shall pay, on Lender's demand,  all costs,  expenses,
filing fees and taxes payable in  connection  with the  preparation,  execution,
delivery, recording,  administration,  collection, liquidation,  enforcement and
defense of the  Obligations,  Lender's rights in the Collateral,  this Agreement
and all other existing and future agreements or documents contemplated herein or
related hereto, including any amendments, waivers, supplements or consents which
may hereafter be made or entered into in respect hereof, or in any way involving
claims or  defense  asserted  by Lender or  claims  or  defense  against  Lender
asserted by Borrower,  and  guarantor or any third party  directly or indirectly
arising out of or related to the relationship between Borrower and Lender or any
guarantor  and  Lender,  including,  but not limited to the  following,  whether
incurred before,  during or after the Term or after the commencement of any case
with respect to Borrower or any  guarantor  under the United  States  Bankruptcy
Code or any similar  statute:  (a) all costs and expenses of filing or recording
(including  Uniform  Commercial Code financing  statement filing taxes and fees,
documentary  taxes,  intangible taxes and mortgage  recording taxes and fees, if
applicable);  (b) all title  insurance and other insurance  premiums,  appraisal
fees, fees incurred in connection with any environmental report, audit or survey
and search fees; (c) all fees as then in effect relating to the wire transfer of
loan  proceeds and other funds and fees then in effect for  returned  checks and
credit  reports;  (d) all  expenses and costs  heretofore  and from time to time
hereafter incurred by Lender during the course of periodic field examinations of
the Collateral and Borrower's  operations  including field examiner travel, food
and lodging, plus (i) a per diem charge at the rate set forth in Section 10.4(g)
for Lender's  examiners  in the field and office,  and (ii) a per diem charge at
the rate set forth in Section 10.4(g) for Lender's  personnel  providing account
analysis and verification  services,  provided however, such per diem charge may
be  increased  by Lender from time to time upon notice from Lender to  Borrower;
and (e) the costs,  disbursements  and fees of in-house  and outside  counsel to
Lender,  including but not limited to such fees and disbursements  incurred as a
result of a  workout,  restructuring,  reorganization,  liquidation,  insolvency
proceeding or litigation  between the parties hereto, any third party and in any
appeals arising therefrom.

                  6.14. Further Assurances.
                        ------------------

                  At the  request of Lender,  at any time and from time to time,
at Borrower's  sole expense,  Borrower  shall execute and deliver or cause to be
executed and delivered to Lender,  such  agreements,  documents and instruments,
including  waivers,  consents and  subordination  agreements  from mortgagees or
other holders of security  interests or liens,  landlords or bailees,  and do or
cause to be done such further acts as Lender, in its discretion, deems


<PAGE>

necessary  or desirable  to create,  preserve,  perfect or validate any security
interest of Lender in the  Collateral and otherwise to effectuate the provisions
and  purposes  of this  Agreement.  Borrower  hereby  authorizes  Lender to file
financing  statements  or  amendments  against  Borrower in favor of Lender with
respect to the Collateral, without Borrower's signature and to file as financing
statements any carbon,  photographic or other reproductions of this Agreement or
any financing statements signed by Borrower.

                  6.15. Environmental Condition.
                        -----------------------

                  None  of  Borrower's   properties  or  assets  has  ever  been
designated or identified in any manner pursuant to any environmental  protection
statute  as a  hazardous  waste  or  hazardous  substance  disposal  site,  or a
candidate for closure pursuant to any environmental  protection statute. No lien
arising under any environmental  protection statute has attached to any revenues
or to any real or personal  property  owned by Borrower.  Except as set forth on
Schedule C  attached  hereto,  Borrower  has not  received a summons,  citation,
notice,  or  directive  from the  Environmental  Protection  Agency or any other
federal  or state  governmental  agency  any  action  or  omission  by  Borrower
resulting  in the  releasing,  or  otherwise  exposing  of  hazardous  waste  or
hazardous  substances into the  environment.  Except as set forth on Schedule C,
Borrower is and will  continue to be in  compliance  (in all material  respects)
with  all  statutes,  regulations,   ordinances  and  other  legal  requirements
pertaining  to  the   production,   storage,   handling,   treatment,   release,
transportation  or  disposal  of any  hazardous  waste or  hazardous  substance.
Borrower  will take such  steps as are  necessary  to become  compliant  (in all
material  respects)  on or before  December  31, 2000 (or such later date as the
applicable  regulatory  authorities  agree in writing shall be the date by which
such compliance must occur) with all statutes, regulations, ordinances and other
legal  requirements   pertaining  to  Borrower's  thermal  oxidizing  equipment,
including without limitation Ohio Administrative Code rules 3745-31-02(A)(1) and
3745-31-05(A)(3).  Borrower represents that to the best of Borrower's  knowledge
after due inquiry,  the aggregate  cost of achieving  such  compliance  will not
exceed  $750,000.  Borrower  agrees to promptly notify Lender if Borrower learns
that the cost of such compliance is reasonably likely to exceed $750,000.

                  6.16. State of Incorporation.
                        ----------------------

                  If Borrower is a corporation,  it is duly organized,  existing
and in good standing under the laws of the state set forth in Section 10.6(h).

                  6.17. Certain Funded Indebtedness.
                        ---------------------------

                  As of the date of this Agreement, Borrower has no indebtedness
for borrowed money,  other than (i) the Obligations,  (ii) indebtedness to Fifth
Third or a Replacement Lender in an aggregate amount not in excess of $5,200,000
(the "REAL ESTATE LOANS"), (iii) loans (a) from OAC to Trinc Co. in an aggregate
outstanding  amount of  $99,403.96  and (b) from OAC to Strydel in an  aggregate
outstanding  amount of  $462,699.73  (which  represents  the net  amount of such
outstanding loans, after subtracting the balance of loans currently owing by OAC
to Strydel  ($1,215,375.01) from the balance of loans currently


<PAGE>

owing by Strydel to OAC  ($1,678,074.74)  and (iv) the indebtedness set forth on
Schedule B hereto.  After the date of this  Agreement,  Borrower shall not incur
any indebtedness for borrowed money other than the Intercompany Loans and as set
forth on Exhibit B. Borrower will not make any payments on any  indebtedness for
borrowed  money,  whether listed on Schedule B hereto or otherwise,  except that
(a) Borrower may make  payments to in respect of the  Obligations,  (b) Borrower
may  make  scheduled  payments  to  Fifth  Third  pursuant  to the  terms of the
agreements,  instruments and documents evidencing the Real Estate Loans, as they
exist on the date hereof, or scheduled payments to a Replacement Lender pursuant
to the terms of the agreements,  instruments  and documents  evidencing the Real
Estate Loans,  as approved by Lender in its  reasonable  discretion  and without
amendment to the terms  thereof,  (c)  Borrower may make  payments to holders of
such  indebtedness  listed on Schedule B if, and only if, and to the extent such
payments are permitted by a subordination  agreement (or  substantially  similar
agreement or agreement having substantially similar effect) acceptable to Lender
and  executed by  Borrower  and each such holder in favor of Lender and (d) Ohio
Art may make  payments  in respect of the  Intercompany  Loans to the extent set
forth in Section 6.12(c).

                  6.18. Year 2000.
                        ---------

                  Borrower  has taken all action  necessary  to assure  that its
computer-based  systems are able to effectively process data including dates and
date sensitive  functions.  Borrower represents and warrants that the "YEAR 2000
PROBLEM"  is not  reasonably  likely to result in a material  adverse  effect on
Borrower's business condition.  Upon request,  Borrower shall provide assurances
acceptable to Lender that Borrower's computer systems and software are Year 2000
compliant.  The term "YEAR 2000 PROBLEM" means the inability of certain computer
applications  to  recognize  and  correctly  perform  date-sensitive   functions
involving certain dates prior to and after December 31, 1999.

                  6.19. Third Party Inventory.
                        ---------------------

                  Borrower  shall take all  necessary  steps to ensure  that any
product  of other  persons  or  entities  at any  time  consigned  to  Borrower,
delivered to Borrower for  processing or otherwise  located on any of Borrower's
premises are physically  segregated  from  Borrower's own inventory and supplies
and are  clearly  marked and  identified  as being the  property  of a person or
entity other than Borrower. Borrower agrees that any inventory or other products
or materials of each of Lakeside Metals,  Inc., Ball Packaging Corp., d/b/a Ball
Metal Food Containers Corp. and Tinplate Partners International, Inc., now or at
any time hereafter  located on any of Borrower's  premises shall be delivered by
such person to Borrower for  processing  by Borrower,  shall be returned to such
entity after  processing has been completed and shall at no time become property
of Borrower.

                  6.20. Keyman Insurance.
                        ----------------

                  Borrower  shall  maintain  in full  force  and  effect  keyman
insurance on the lives of Messrs. William C. Killgallon and Martin L. Killgallon
II in the aggregate  amount for both policies of at least $2,500,000 and with an
aggregate cash surrender value, net of policy


<PAGE>

loans and previous assignments of interest, of at least $152,000. Borrower shall
make payment when due of all premiums owing in respect of such keyman insurance.

                  6.21. Inventory.
                        ---------

                  Borrower  agrees to safeguard,  protect and hold all inventory
for  Lender's  account and make no  disposition  thereof  except in the ordinary
course of the  business of Borrower  and except as  permitted in Section 6.6. In
addition,  Borrower  shall maintain a seasonal mix of raw materials and finished
goods inventory,  respectively, that is consistent in all material respects with
Borrower's  past  practices,  modified  by current  practices  of other  persons
engaged in similar businesses.  Inventory may be sold and shipped by Borrower to
its customers,  on open account and on commercially  reasonable terms consistent
with  Borrower's  past  practices.  Lender shall have the right to withdraw this
permission at any time upon the occurrence of an Event of Default and until such
time as such Event of Default is waived,  in which event no further  disposition
shall be made of the  inventory  by  Borrower  without  Lender's  prior  written
approval.  Cash and cash on delivery  sales shall be made by Borrower  only with
the approval of Lender, and the proceeds of such sales or sales of inventory for
cash or cash on delivery shall not be commingled with Borrower's other property,
but  shall be  segregated,  held by  Borrower  in trust for  Lender as  Lender's
exclusive property, and shall be delivered immediately by the Borrower to Lender
in the identical form received;  provided,  that  notwithstanding the foregoing,
Borrower may sell to employees for cash,  without the approval of Lender,  up to
an aggregate  amount of $10,000 of inventory per calendar month.  Upon the sale,
exchange,  or other  disposition of inventory,  Lender's  security interest such
inventory  shall,  without break in continuity and without further  formality or
act, continue in, and attach to, all proceeds, including any instruments for the
payment of money,  accounts  receivable,  contract  rights,  documents of title,
shipping  documents,  chattel paper and all other cash and non-cash  proceeds of
such sale,  exchange  or  disposition.  As to any such sale,  exchange  or other
disposition,  Lender shall have all of the rights of an unpaid seller, including
stoppage in transit, rescission and reclamation.

                  6.22. Survival of Representations.
                        ---------------------------

                  All  representations  and warranties of Borrower  contained in
this  Agreement  or any of the other  agreements  contemplated  herein shall (1)
survive the  execution  and  delivery of this  Agreement  until the  termination
hereof and the indefeasible  satisfaction in full of all Obligations (other than
obligations in respect of unasserted indemnity claims) and (2) be deemed to have
been remade by Borrower  each time that  Borrower  requests a Revolving  Loan, a
Term Loan or an Accommodation.

SECTION 7.        EVENTS OF DEFAULT AND REMEDIES
                  ------------------------------

                  7.1. Events of Default.
                       -----------------

                  All Obligations shall be immediately due and payable,  without
notice or demand,  and any  provisions of this  Agreement as to future loans and
credit  accommodations  by  Lender  shall  terminate  automatically,   upon  the
termination or non-renewal of this


<PAGE>

Agreement or, at Lender's  option,  upon or at any time after the  occurrence or
existence of any one or more of the following "EVENTS OF DEFAULT":

                  (1) Borrower fails to pay when due any of the Obligations;

                  (2)  Borrower  fails  to  perform  any of the  terms  of  this
Agreement or any other existing or future financing, security or other agreement
between  Borrower and Lender or any  Affiliate  of Lender,  other than a payment
Obligation,  and  such  failure  continues  for 5 days  after  the  date of such
failure;

                  (3) Any representation,  warranty or statement of fact made by
Borrower  to  Lender  in  this  Agreement  or  any  other  agreement,  schedule,
confirmatory assignment or otherwise, or to any Affiliate of Lender, shall prove
inaccurate or misleading in any material respect as and when the same is made or
deemed made or remade;

                  (4) Any guarantor of the  Obligations  revokes,  terminates or
fails  to  perform  any of the  terms  of any  guaranty,  endorsement  or  other
agreement of such party in favor of Lender or any Affiliate of Lender;

                  (5) Any judgment or judgments aggregating in excess of $25,000
or any injunction or attachment is obtained  against  Borrower or any guarantor,
which remains unstayed or unbonded on appeal for a period of thirty (30) days or
is enforced;

                  (6) Borrower or any  guarantor  dies or ceases to exist or the
usual business of Borrower or any guarantor ceases or is suspended:

                  (7) Any change in the chief executive officer, chief operating
officer, or controlling ownership of Borrower;

                  (8)  Borrower or any  guarantor  becomes  insolvent,  makes an
assignment  for the  benefit  of  creditors,  makes  or sends  notice  of a bulk
transfer or calls a general meeting of its creditors or principal creditors;

                  (9) Any  petition  or  application  for any  relief  under the
bankruptcy  laws of the United  States now or  hereafter  in effect or under any
insolvency, reorganization,  receivership,  readjustment of debt, dissolution or
liquidation  law or  statute  of any  jurisdiction  now or  hereafter  in effect
(whether at law or in equity)  (each,  a  "BANKRUPTCY  PETITION") is filed by or
against Borrower or any guarantor;  provided, that in the case of an involuntary
Bankruptcy  Petition,  it shall not  constitute  an Event of  Default  hereunder
unless such  Bankruptcy  Petition  remains  undismissed or unstayed more than 60
days after the filing date thereof;

                  (10) The  indictment or  threatened  indictment of Borrower or
any  guarantor  under  any  criminal  statute,  or  commencement  or  threatened
commencement of criminal or civil proceedings against Borrower or any guarantor,
pursuant to which statute or  proceedings  the  penalties or remedies  sought or
available  include  forfeiture  of any of  the


<PAGE>

property of Borrower or such guarantor which Lender reasonably believes may have
a material adverse effect on the Collateral or Borrower's business;

                  (11) Any  default  or event of  default  occurs on the part of
Borrower under (a) any agreement,  instrument or document evidencing or securing
the  Real  Estate  Loans,  (b)  any  other  agreement,  instrument  or  document
evidencing or securing  indebtedness for borrowed money with a balance in excess
of $100,000 and which permits the holder of such indebtedness to accelerate such
indebtedness  or (c) any other  material  agreement,  document or  instrument to
which Borrower is a party or by which Borrower or any of its property is bound;

                  (12)  Lender  in  good  faith  believes  that  either  (i) the
prospect of payment or  performance  of the  Obligations is impaired or (ii) the
Collateral is not sufficient to secure fully the Obligations; or

                  (13) Any  material  adverse  change  occurs  in the  nature or
conduct of Borrower's business.

                  7.2. Remedies.
                       --------

                  Upon the  occurrence  of an Event of  Default  and at any time
thereafter until such Event of Default shall have been waived by Lender,  Lender
shall  have all  rights  and  remedies  provided  in this  Agreement,  any other
agreements  between Borrower and Lender,  the Uniform  Commercial Code and other
applicable law, all of which rights and remedies may be exercised without notice
to Borrower,  all such notices  being  hereby  waived,  except such notice as is
expressly  provided for hereunder or is not waivable under  applicable law. Upon
the  occurrence  of an Event of  Default,  Lender  may elect to have no  further
obligation  to make  loans  or  advances  hereunder;  however,  if a  Bankruptcy
Petition  is  filed  by or  against  Borrower,  Lender  shall  have  no  further
obligation  to make loans or  advances  hereunder.  All rights and  remedies  of
Lender  are  cumulative  and not  exclusive  and are  enforceable,  in  Lender's
discretion,  alternatively,  successively,  or  concurrently  on any one or more
occasions and in any order Lender may determine. Without limiting the foregoing,
Lender may (a) accelerate the payment of all  Obligations  and demand  immediate
payment thereof to Lender,  (b) with or without  judicial  process or the aid or
assistance  of  others,  enter  upon  any  premises  on or in  which  any of the
Collateral  may be located and take  possession  of the  Collateral  or complete
processing,  manufacturing  and repair of all or any portion of the  Collateral,
(c) require Borrower,  at Borrower's  expense, to assemble and make available to
Lender any part or all of the  Collateral  at any place and time  designated  by
Lender, (d) collect, foreclose,  receive,  appropriate,  setoff and realize upon
any and all Collateral,  and/or (e) sell, lease,  transfer,  assign,  deliver or
otherwise  dispose of any and all  Collateral  (including,  without  limitation,
entering into contracts with respect thereto,  by public or private sales at any
exchange,  broker's board,  any office of Lender or elsewhere) at such prices or
terms as Lender  may deem  reasonable,  for  cash,  upon  credit  or for  future
delivery,  with the Lender having the right to purchase the whole or any part of
the Collateral at any such public sale, all of the foregoing being free from any
right or equity of redemption  of Borrower,  which right or equity of redemption
is hereby expressly waived and released by


<PAGE>

Borrower. If any of the Collateral is sold or leased by Lender upon credit terms
or for future delivery, the Obligations shall not be reduced as a result thereof
until payment therefor is finally  collected by Lender. If notice of disposition
of  Collateral  is  required by law,  ten (10) days'  prior  notice by Lender to
Borrower  designating  the time and place of any  public  sale or the time after
which any private sale or other  intended  disposition  of  Collateral  is to be
made,  shall be deemed to be reasonable  notice thereof and Borrower  waives any
other notice. In the event Lender institutes an action to recover any Collateral
or seeks  recovery of any  Collateral  by way of  prejudgment  remedy,  Borrower
waives the posting of any bond which might otherwise be required.

                  7.3. Application of Proceeds.
                       -----------------------

                  Lender may apply the cash  proceeds of  Collateral  other than
accounts actually received by Lender from any sale, lease,  foreclosure or other
disposition of the Collateral to payment of any of the Obligations,  in whole or
in part and in such order as Lender may elect, whether or not then due. Borrower
shall remain  liable to Lender for the payment of any  deficiency  together with
interest at the highest  rate  provided for herein and all costs and expenses of
collection  or  enforcement,  including  reasonable  attorney's  fees and  legal
expenses.

                  7.4. Lender's Cure of Third Party Agreement Default.
                       ----------------------------------------------

                  Lender may, at its option,  cure any default by Borrower under
any agreement  with a third party or pay or bond on appeal any judgment  entered
against  Borrower,   discharge  taxes,   liens,   security  interests  or  other
encumbrances  at any time levied on or existing  with respect to the  Collateral
and pay any amount, incur any expense or perform any act which, in Lender's sole
judgment, is necessary or appropriate to preserve, protect, insure, maintain, or
realize upon the Collateral.  Lender may charge  Borrower's loan account for any
amounts so expended,  such amounts to be repayable by Borrower on demand. Lender
shall be under no obligation to effect such cure, payment, bonding or discharge,
and  shall  not,  by doing  so, be deemed  to have  assumed  any  obligation  or
liability of Borrower.

SECTION 8.        JURY TRIAL WAIVER; CERTAIN OTHER WAIVERS AND CONSENTS
                  -----------------------------------------------------

                  8.1. JURY TRIAL WAIVER.
                       -----------------

                  BORROWER  AND LENDER EACH WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION OR  PROCEEDING  INSTITUTED  BY EITHER OF THEM AGAINST THE OTHER WHICH
PERTAINS  DIRECTLY  OR  INDIRECTLY  TO  THIS  AGREEMENT,  THE  OBLIGATIONS,  THE
COLLATERAL,  ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER, OR, IN ANY WAY,
DIRECTLY OR  INDIRECTLY,  ARISES OUT OF OR RELATES TO THE  RELATIONSHIP  BETWEEN
BORROWER AND LENDER. IN NO EVENT WILL LENDER BE LIABLE FOR LOST PROFITS OR OTHER
SPECIAL OR CONSEQUENTIAL DAMAGES.

<PAGE>

                  8.2. Counterclaims.
                       -------------

                  Borrower   waives  all  rights  to   interpose   any   claims,
deductions,  setoffs or counterclaims of any kind,  nature or description in any
action or proceeding  instituted by Lender with respect to this  Agreement,  the
Obligations, the Collateral or any matter arising therefrom or relating thereto,
except compulsory counterclaims.

                  8.3. Jurisdiction.
                       ------------

                  Borrower  hereby  irrevocably  submits  and  consents  to  the
nonexclusive  jurisdiction  of the State and Federal Courts located in the State
in which the office of Lender  designated in Section  10.6(a) is located and any
other  State  where any  Collateral  is  located  with  respect to any action or
proceeding arising out of this Agreement, the Obligations, the Collateral or any
matter arising therefrom or relating thereto.  In any such action or proceeding,
Borrower waives  personal  service of the summons and complaint or other process
and papers  therein  and agrees  that the  service  thereof  may be made by mail
directed  to Borrower at its chief  executive  office set forth  herein or other
address thereof of which Lender has received notice as provided herein,  service
to be deemed  complete five (5) days after  mailing,  or as permitted  under the
rules of either of said  Courts.  Any such  action or  proceeding  commenced  by
Borrower against Lender will be litigated only in a Federal Court located in the
district,  or a State  Court in the State  and  County,  in which the  office of
Lender  designated  in  Section  10.6(a)  is  located  and  Borrower  waives any
objection based on FORUM NON CONVENIENS and any objection to venue in connection
therewith.

                  8.4. No Waiver by Lender.
                       -------------------

                  Lender shall not, by any act, delay,  omission or otherwise be
deemed to have  expressly  or  impliedly  waived any of its  rights or  remedies
unless such waiver  shall be in writing and signed by an  authorized  officer of
Lender.  A waiver by Lender of any right or remedy on any one occasion shall not
be  construed  as a bar to or waiver of any such  right or remedy  which  Lender
would  otherwise  have  on any  future  occasion,  whether  similar  in  kind or
otherwise.

SECTION 9.        TERM OF AGREEMENT; MISCELLANEOUS
                  --------------------------------

                  9.1. Term.
                       ----

                  This Agreement shall only become  effective upon execution and
delivery by Borrower and Lender and shall  continue in full force and effect for
a term set forth in Section 10.7 from the date hereof (the "TERM").

                  9.2. Early Termination.
                       -----------------

                  Borrower may also terminate this Agreement by giving Lender at
least  thirty (30) days prior  written  notice and payment in full of all of the
Obligations as provided  herein,  including the early  termination fee described
below (the "EARLY  TERMINATION  FEE"),  unpaid  Facility Fee and any other fees.
Thirty (30) days after receipt of such early



<PAGE>

termination  notice,  Lender need not make any further loans or  accommodations.
Lender shall also have the right to terminate this Agreement at any time upon or
after the occurrence of an Event of Default. If Lender terminates this Agreement
upon or after the  occurrence of an Event of Default,  Borrower shall pay Lender
forthwith, in full, payment in all Obligations,  including the Early Termination
Fee,  Facility  Fee  and any  other  accrued  and  unpaid  fees.  In view of the
impracticality  and extreme  difficulty of  ascertaining  actual  damages and by
mutual agreement of the parties as to a reasonable  calculation of Lender's lost
profits, the Early Termination Fee shall be the percentage of the Maximum Credit
set forth in Section 10.4(h).

                  9.3. Termination Indemnity Deposit.
                       -----------------------------

                  Upon  termination of this Agreement by Borrower,  as permitted
herein,  in addition  to payment of all  Obligations  which are not  contingent,
Borrower  shall deposit such amount of cash  collateral as Lender  determines is
necessary  to secure  Lender  from  loss,  cost,  damage or  expense,  including
reasonable  attorneys'  fees,  in  connection  with any open  Accommodations  or
remittance  items or other payments  provisionally  credited to the  Obligations
and/or to which Lender has not yet received final and indefeasible payment.

                  9.4. Notices.
                       -------

                  Except  as  otherwise  provided,  all  notices,  requests  and
demands  hereunder  shall be (a) made to  Lender  at its  address  set  forth in
Section  10.6(a)  and to  Borrower  at its chief  executive  office set forth in
Section  10.6(d),  or to such other  address as either  party may  designate  by
written notice to the other in accordance with this provision, and (b) deemed to
have been given or made: if by hand,  immediately  upon  delivery;  if by telex,
telegram or telecopy (fax),  immediately upon receipt;  if by overnight delivery
service, one day after dispatch;  and if by first class or certified mail, three
(3) days after mailing.

                  9.5. Severability.
                       ------------

                  If any  provision  of this  Agreement is held to be invalid or
unenforceable,  such provision  shall not affect this Agreement as a whole,  but
this  Agreement  shall be construed as though it did not contain the  particular
provision held to be invalid or unenforceable.

                  9.6. Entire Agreement; Amendments; Assignments.
                       -----------------------------------------

                  This Agreement contains the entire agreement of the parties as
to the subject matter hereof, all prior commitments,  proposals and negotiations
concerning the subject matter hereof being merged herein. Neither this Agreement
nor any provision hereof shall be amended,  modified or discharged  orally or by
course of  conduct,  but only by a  written  agreement  signed by an  authorized
officer of Lender. This Agreement shall be binding upon and inure to the benefit
of each of the  parties  hereto and their  respective  successors  and  assigns,
except  that  any  obligation  of  Lender  under  this  Agreement  shall  not be
assignable nor inure to the successors and assigns of Borrower.

<PAGE>


                  9.7. Discharge of Borrower.
                       ---------------------

                  No termination  of this  Agreement  shall relieve or discharge
Borrower  of  its  Obligations,  grants  of  Collateral,  duties  and  covenants
hereunder or otherwise  until such time as all  Obligations  to Lender have been
indefeasibly  paid  and  satisfied  in full  (other  than  unasserted  indemnity
claims),  including,  without limitation,  the continuation and survival in full
force and effect of all security  interests  and liens of Lender in and upon all
then existing and  thereafter-arising  or acquired Collateral and all warranties
and waivers of Borrower.

                  9.8. Usage
                       -----

                  All  terms  used  herein  which  are  defined  in the  Uniform
Commercial Code shall have the meanings given therein unless  otherwise  defined
in this Agreement and all references to the singular or plural herein shall also
mean the plural or singular, respectively.

                  9.9. Governing Law.
                       -------------

                  This  Agreement  shall be construed and enforced in accordance
with the internal laws of the State of Illinois  without  regard to conflicts of
laws principles.

SECTION 10.       ADDITIONAL DEFINITIONS AND TERMS
                  --------------------------------

                  10.1.  Unless   otherwise   indicated  below,  the  limits  on
                         availability are limits applicable to both Borrowers in
                         the aggregate and not individually:

                          (a)   Maximum Credit:

                                $12,000,000; provided, that upon the sale of all
                                or  substantially  all of the stock or assets of
                                Strydel  in a  transaction  to which  Lender has
                                consented,  and the  repayment in full of all of
                                the   Obligations   owing  by  Strydel  and  any
                                Obligations  then  owing by OAC in excess of the
                                Maximum  Credit,  as  reduced  pursuant  to  the
                                following  clause,  OAC may,  upon prior written
                                notice to Lender,  reduce the Maximum  Credit by
                                up to  $2,500,000;  such  reduction  and partial
                                prepayment shall not require payment of an Early
                                Termination Fee under Section 9.2

                          (b)   Gross Availability Formulas:

                                (i)     Eligible Accounts Percentage:
                                               85% provided that if the accounts
                                             dilution percentage exceeds 4%, the
                                              Eligible Accounts Percentage shall
                                            be reduced by an amount satisfactory
                                                                       to Lender

<PAGE>

                                (ii)    Eligible Inventory
                                        Percentages:
                                        Standard Finished Goods:             60%

                                        Obsolete Finished Goods:             33%

                                        Raw Materials:                       50%

                          (c)   Inventory Sublimit(s):

                                (i)     All Eligible Inventory:
                                               $6,000,000 during the period from
                                            each May 1 through and including the
                                                           following November 15
                                               $4,500,000 during the period from
                                                    each November 16 through and
                                                including the following April 30

                                (ii)    Obsolete Finished Goods:        $300,000

                                (iii)   In-Transit Inventory:
                                            $250,000 during the period from each
                                            November 1 through and including the
                                                               following June 30
                                            $700,000 during the period from each
                                                July 1 through and including the
                                                            following October 31

                                (iv)    Raw materials consisting of plastic
                                        resins:                         $200,000

                          (d)   Maximum days after Invoice Date for Eligible
                                Accounts:   90 days, except for Largest Accounts
                                                     (which shall be 120 days)

                          (e)   Account Sublimit(s)

                                (i)     Largest Accounts:
                                                   $750,000 in the aggregate for
                                             portions of the Largest Accounts in
                                            excess of 90 days after Invoice Date


<PAGE>

                                (ii)    Foreign Accounts not subject to a
                                        letter of credit:               $250,000

                                (iii)   Foreign Accounts subject to a letter
                                        of credit:                    $1,000,000

                  10.2. Term Loan:
                        ---------

                       (a) A Term Loan A shall be made to OAC on the date hereof
                  in the amount of Two Million Six  Hundred  Sixty-Six  Thousand
                  and  No/100  Dollars  ($2,666,000.00).  Term  Loan A shall  be
                  repayable in immediately  available funds, in seventy-two (72)
                  consecutive  monthly  installments (or earlier, as hereinafter
                  provided),   each  in  the  amount  of  Thirty-Seven  Thousand
                  Twenty-Eight and No/100 Dollars ($37,028.00) commencing May 1,
                  2000 and on the first day of each month thereafter;  provided,
                  that  notwithstanding  the foregoing,  the then unpaid balance
                  thereof  shall be due and  payable  in full on the date of the
                  expiration of the Term or if this Agreement is terminated

                       (b) A Term  Loan B shall be made to  Strydel  on the date
                  hereof in the  amount of Six  Hundred  Thirteen  Thousand  and
                  No/100 Dollars  ($613,000.00).  Term Loan B shall be repayable
                  in  immediately   available   funds,   in   seventy-two   (72)
                  consecutive  monthly  installments (or earlier, as hereinafter
                  provided),  each in the amount of Eight  Thousand Five Hundred
                  Fourteen and No/100 Dollars ($8,514.00) commencing May 1, 2000
                  and on the first day of each month thereafter;  provided, that
                  notwithstanding the foregoing, the then unpaid balance thereof
                  shall be due and payable in full on the date of the expiration
                  of the Term or if this Agreement is terminated

                  10.3. Accommodations:
                        --------------

                          (a)   Lender's Charge for Accommodations:          N/A

                          (b)   Sublimit for Accommodations:                 N/A

                  10.4. Interest, Fees & Charges:
                        ------------------------

                          (a)   Interest Rate:  Prime Rate plus 1.25% per annum;
                                                provided, that the Interest Rate
                                             shall be reduced to Prime Rate plus
                                                 0.75% per annum on the Interest
                                                 Adjustment Date if Borrower has
                                               satisfied the Interest Adjustment

<PAGE>

                                                                      Conditions

                          (b)   Clearance:                       2 Business Days

                          (c)   Closing Fee:  $93,750, which has been paid prior
                                                              to the date hereof

                          (d)   Facility Fee:                           $150,000

                          (e)   Intentionally omitted

                          (f)   Unused Line Fee:                 0.50% per annum

                          (g)   Field Examination per diem charge for each  $750
                                field examiner and each person providing
                                account analysis or verification services

                          (h)   Early Termination Fee:

                                First Year of Term:                    3% of the
                                                                  Maximum Credit

                                Second Year of Term:                   2% of the
                                                                  Maximum Credit

                                Third Year of Term:                    1% of the
                                                                 Maximum Credit;

                                provided, that upon the sale of all the stock or
                                all or  substantially  all of the assets of both
                                OAC and Strydel to a person not an  Affiliate of
                                OAC  or   Strydel   or  any  of  their   current
                                shareholders,  and the  repayment in full of all
                                of the  Obligations,  the Early  Termination Fee
                                shall be reduced to 1.5% of the  Maximum  Credit
                                for a  repayment  in the First Year of the Term,
                                1.0% of the Maximum  Credit for repayment in the
                                Second Year of the Term and 0.50% of the Maximum
                                Credit  for  repayment  in the Third Year of the
                                Term.

                          (i)   Late Report Fee:                  $50.00 per day

                  10.5. Financial Covenants:

                          (a)   Working Capital:                             N/A
                          (b)   Tangible Net Worth:  April 30, 2000:  $3,800,000

<PAGE>

                                                     July 31, 2000:   $4,400,000

                                                     October 31, 2000:$5,700,000

                                                     January 31, 2001:$5,900,000

                                                     The last day of each
                                                     fiscal quarter
                                                     thereafter:
                                                          $5,900,000 plus 80% of
                                                            Borrower's projected
                                                           positive Tangible Net
                                                         Worth, if any, for each
                                                       fiscal quarter during the
                                                         period from February 1,
                                                       2001 through the last day
                                                      of such fiscal quarter, as
                                                         set forth in Borrower's
                                                            projections for such
                                                      period delivered to Lender
                                                         pursuant to Section 6.1
                                                           (provided, that in no
                                                             event shall minimum
                                                      Tangible Net Worth for any
                                                          fiscal quarter be less
                                                                than $5,900,000)

                          (c)   Capital Expenditures:  Period             Amount
                                                       ------             ------

                                                       Fiscal quarter
                                                       ending January 31,
                                                       2000             $250,000

                                                       Fiscal year
                                                       ending January 31,
                                                       2000           $1,600,000

                                                       Fiscal year
                                                       ending January 31,
                                                       2001 and
                                                       each fiscal year
                                                       thereafter    $2,000,000;

                                provided,  that  Capital  Expenditures  for  any
                                period  shall not  include  any amount  spent by
                                Borrower  during such period to replace  damaged
                                or  destroyed  fixed  assets  as  set  forth  in
                                Section 6.7

<PAGE>


                 10.6.    Miscellaneous:

                          (a)   Lender's Office:         10 South LaSalle Street
                                                        Chicago, Illinois  60603

                          (b)   Lender's Bank:             Bank of America, N.A.
                                                        231 South LaSalle Street
                                                        Chicago, Illinois  60697

                          (c)   Borrower:            (i)  The Ohio Art Company
                                                          ("OAC")
                                                     (ii)  Strydel, Inc.
                                                          ("STRYDEL")
                          (d)   Borrower's Chief
                                Executive Office:    OAC:     One Toy Street
                                                              Bryan, Ohio  43506

                                                     Strydel: 201 Ellis Street
                                                             Stryker, Ohio 43557

                          (e)   Borrower's Eligible
                                Inventory Locations: OAC:     One Toy Street
                                                              Bryan, Ohio  43506

                                                     Strydel: 201 Ellis Street
                                                             Stryker, Ohio 43557

                          (f)   Borrower's Other     OAC:    Building 507
                                Offices and Locations        Kodak Park
                                of Collateral:               Door C
                                                             1600 Lexington Ave.
                                                             Gate 603
                                                             Rochester, New York
                                                               14652

                                                            Rooms 848, 850, 852,
                                                               854 and 856
                                                            The Toy Center South
                                                            200 5th Avenue
                                                            New York, New York
                                                               10010

                                                     Strydel: One Toy Street
                                                              Bryan, Ohio  43506

                          (g)   Borrower's Trade Names
                                for Invoicing:           OAC:       N/A
                                                         Strydel:   N/A

<PAGE>

                          (h)   Borrower's State of
                                Incorporation:           OAC:       Ohio
                                                         Strydel:   Ohio

                  10.7. Term 3 Years


<PAGE>


                  IN WITNESS  WHEREOF,  Borrower  and Lender have duly  executed
this Loan and Security Agreement this _____ day of April, 2000.

LENDER:                                   BORROWER:

THE CIT GROUP/BUSINESS CREDIT, INC.       THE OHIO ART COMPANY


By:                                       By:
    ----------------------------------            ------------------------------

Title:                                    Title:
      --------------------------------            ------------------------------

                                          BORROWER:

                                          STRYDEL, INC.


                                          By:
                                                  ------------------------------

                                          Title:
                                                  ------------------------------

<PAGE>




                             EXHIBITS AND SCHEDULES


Exhibit A         Certain Definitions
Exhibit B         Borrowing Base Certificate


Schedule A        Permitted Liens
Schedule B        Funded Indebtedness
Schedule C        Environmental Matters
Schedule D        Largest Accounts
Schedule E        Motor Vehicles

                             Exhibits and Schedules
<PAGE>



                                    EXHIBIT A

                               CERTAIN DEFINITIONS

                  "AFFILIATE"  means, with respect to any entity or person,  (i)
each other  person or entity  that,  directly or  indirectly,  owns or controls,
whether beneficially,  or as a trustee, guardian or other fiduciary, ten percent
(10%) or more of the ownership  interests (whether voting or non-voting) of such
entity or person, (ii) each other person or entity that controls,  is controlled
by, or is under common  control  with such entity or person or any  Affiliate of
such entity or person,  or (iii) each of such  entity's  or  person's  officers,
directors, employees, agents, joint venturers and partners.

                  "EBITDA"  means,  for  any  period,   Borrower's  consolidated
earnings before interest, taxes, depreciation and amortization (as determined in
accordance with generally accepted accounting principles,  in effect on the date
hereof, consistently applied) for such period.

                  "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio
of  Borrower's  EBITDA  for such  period to the sum of  Borrower's  consolidated
interest expense (other than default interest paid to Fifth Third on or prior to
the date of this  Agreement),  cash taxes  (including  income  taxes,  franchise
taxes,  real  estate  property  taxes and any other  taxes  deemed  material  by
Lender),  scheduled principal payments (but not optional prepayments) in respect
of  indebtedness  for borrowed money (other than the Revolving  Loans),  capital
expenditures  and  dividends for such period (as  determined in accordance  with
generally  accepted  accounting  principles,  in  effect  on  the  date  hereof,
consistently applied).

                  "INTEREST  ADJUSTMENT  CONDITIONS"  means that (i)  Borrower's
EBITDA for the fiscal year ended January 31, 2001, as demonstrated by Borrower's
annual audited financial  statements for such fiscal year delivered  pursuant to
Section 6.1,  equals or exceeds the amount set forth in  Borrower's  projections
for such period,  which were delivered by Borrower to Lender on the date hereof,
(ii)  Borrower's  Fixed Charge  Coverage Ratio for the fiscal year ended January
31, 2001 equals or exceeds 1.1:1.0, as demonstrated by Borrower's annual audited
financial  statements  for such fiscal year  delivered  pursuant to Section 6.1,
(iii) no Event of Default is in existence on any of the date such annual audited
financial  statements  are due pursuant to Section 6.1, the date such  financial
statements  are  actually  delivered  or  the  Interest  Adjustment  Date,  (iv)
aggregate Net Availability  for OAC and Strydel on the Interest  Adjustment Date
equals or exceeds  $1,500,000 and (v) all of Borrower's  debts,  obligations and
payables  are  then  current  in  accordance  with  Borrower's   usual  business
practices.

                  "INTEREST  ADJUSTMENT  DATE"  means  the date that is five (5)
business days after Borrower has delivered to Lender  Borrower's  annual audited
financial  statements  for the fiscal year ended  January 31, 2001,  as required
pursuant to Section 6.1.

                  "OBSOLETE  FINISHED  GOODS"  means  inventory   consisting  of
finished  goods of a type or class either (a) that are classified as obsolete or
slow-moving  on  Borrower's  inventory



                              Exhibit A -- Page 1
<PAGE>

accounting system or (b) as to which Borrower has on hand either (i) a number of
units in  excess of the  number of units of such type or class  that was sold in
the prior fiscal year or (ii) inventory with an aggregate value in excess of the
aggregate  value of  inventory  of such type or class that was sold in the prior
fiscal year. No inventory (including without limitation  Etch-a-Sketch and Betty
Spaghetti inventory) shall be deemed to be Obsolete Finished Goods unless either
that inventory is so classified by Borrower or Borrower has on hand an amount or
value of such  inventory  in excess of the amounts set forth in the  immediately
preceding sentence.

                  "REPORTING  CONDITIONS" means that (i) Borrower's Fixed Charge
Coverage Ratio for the twelve month period immediately  preceding a Testing Date
equals or exceeds  1.1:1.0,  as  demonstrated  by Borrower's  monthly  financial
statements  delivered  pursuant  to Section  6.1,  (ii)  average  aggregate  Net
Availability  for OAC and Strydel for the 90 day period  ending on such  Testing
Date equals or exceeds  $2,500,000,  (iii) on such Testing Date, Borrower has no
past due income  taxes,  (iv) on such  Testing  Date,  Borrower  has no accounts
payable that are over 120 days past due, other than accounts  payable subject to
bonafide  disputes  and (v) on such  Testing  Date,  no Event of  Default  is in
existence.

                  "STANDARD  FINISHED  GOODS"  means  inventory   consisting  of
finished goods other than Obsolete  Finished Goods and other than finished goods
of Borrower's  lithography  division (other than Kodak inventory  located at the
Fritz Companies warehouse in Rochester, New York).

                  "TANGIBLE NET WORTH" means, on any date,  Borrower's net worth
on such date (as  determined in accordance  with generally  accepted  accounting
principles,  in effect on the date hereof,  consistently applied), minus prepaid
expenses as of such date and minus goodwill as of such date.

                  "TESTING DATE" means the last day of each month  commencing on
August 31, 2000.






                              Exhibit A -- Page 2
<PAGE>




                                    EXHIBIT B

                           BORROWING BASE CERTIFICATE

                                COLLATERAL REPORT





                              Exhibit B -- Page 3
<PAGE>




                                   SCHEDULE A

                                 PERMITTED LIENS

                  "Permitted  Liens"  means (a) the  utility,  access  and other
easements, rights-of-way,  mineral rights, restrictions and exceptions of record
encumbering the real property  included in the Collateral and approved by Lender
for  inclusion  as  exceptions  in the  policies of title  insurance in favor of
Lender insuring the liens of the mortgages on the real property  included in the
Collateral,  as from time to time supplemented or amended with the prior written
consent of Lender;  (b) security  interests,  and liens in favor of Lender;  (c)
liens for taxes not  delinquent or being  contested in good faith by appropriate
proceedings,  with adequate  reserves  therefor  being set aside on the books of
Borrower; (d) inchoate materialmen's,  mechanics',  workmen's,  repairmen's,  or
other like liens  arising in the original  course of business and, in each case,
not  delinquent;  (e) senior liens on the real estate located at One Toy Street,
Bryan,  Ohio and 201  Ellis  Street,  Stryker,  Ohio and  liens on the  personal
property  of  Borrower  and  Trinc  Co.  (junior  to the liens of Lender in such
personal property), all securing the Real Estate Loans; and (f) the liens listed
on Schedule A-1 attached hereto.




                              Schedule A -- Page 1
<PAGE>




                                   SCHEDULE D

                                LARGEST ACCOUNTS

For the following  account debtors (listed by name and customer account number),
the number of days set forth in Section  10.1 (d) shall be 120;  provided,  that
any account debtor listed below may be removed from this Schedule D if Lender is
not satisfied with the financial condition of such account debtor.


Account Debtor                                          Customer Account Number
--------------                                          -----------------------
Wal-Mart Stores, Inc.                                             1069
Eastman Kodak Company                                             1739
Toys R Us/Beltsville                                              2676
Kay Bee Toy Stores                                                3240
Olive Can Company                                                 1378
Target Cntl Processing                                            974
Bandai UK Ltd.                                                    332
Ball Packaging Corp.                                              1484
K Mart Corporation                                                 58
Carnaud Metalbox                                                  1178
Groupe Masbro France SA                                           3851
Unitrade Inc.                                                     471
Ames Dept. Stores                                                 1085
Trademark Marketing Int.                                          788
Wholesale Merchandisers                                           2862
QVC Studio Park                                                   1301
J C Penny Co. Disb. Dept.                                          21
Bertels Can Company                                               1718
Irwin Toys Ltd.                                                   1131
Service Merchandise Co.                                           3008


                              Schedule D -- Page 1
<PAGE>




                                   SCHEDULE E

                                 MOTOR VEHICLES

                                    Attached.


                              Schedule E -- Page 1