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                    ASSUMPTION OF LOAN AND SECURITY AGREEMENT


     THIS ASSUMPTION OF LOAN AND SECURITY  AGREEMENT (the "Assumption")  is made
and entered into to be effective  the 26th day of February,  1997,  by and among
THE PROVIDENT BANK (the "Bank"), and LEXFORD PROPERTIES, INC. ("Lexford").

                                    RECITALS

     I. The  following  Companies:  Cardinal  Realty  Services,  Inc.,  Cardinal
Apartment Management Group, Inc., fka Cardinal Acceptance Corporation,  Cardinal
GP VIII  Corporation,  Cardinal GP X  Corporation,  Cardinal GP XI  Corporation,
Cardinal  GP  XII  Corporation,  Cardinal  Industries  Development  Corporation,
Cardinal Ancillary  Insurance Agency,  Inc., fka Cardinal  Industries  Insurance
Agencies,  Inc., Cardinal Industries of Florida Services  Corporation,  Cardinal
Industries of Georgia Services Corporation,  Cardinal Industries of Texas, Inc.,
Cardinal  Industries  Services  Corporation,  Cardinal Realty Company,  Cardinal
Regulatory of Kentucky, Inc., Cardinal Regulatory of West Virginia, Inc., CII of
Pennsylvania,  Inc.,  R/E  Management  Services,  Inc., and Walker Place Limited
Liability   Company,   jointly  and  severally   (herein  each  a  "Company"  or
collectively,  the  "Companies"),  and the Bank entered into a Loan and Security
Agreement  dated  August  11,  1995 (the  "Loan  Agreement")  and  various  loan
documents executed in connection therewith (the "Loan Documents"); and

     II. The  Companies  and the Bank have agreed to extend the due date for the
$3,000,000.00  Operating Revolving Line Note provided for in the Loan Agreement,
which extension is hereafter included in the reference to Loan Documents; and

     III. The Companies,  Lexford and the Bank desire to  acknowledge  Lexford's
joint and several  obligation with the Companies to repay the loans evidenced by
the Loan Agreement and related Loan Documents.

     NOW,  THEREFORE,  in  consideration  of  the  extension  of  the  Operating
Revolving  Line,  and other good and  valuable  considerations,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     Section 1. Assumption of Joint and Several Liability. Lexford has become an
affiliate of Cardinal Realty  Services,  Inc. and the other Companies  following
execution of the Loan  Agreement on August 11, 1995.  Lexford  acknowledges  the
receipt of valuable  consideration as a result of the now existing extensions of
credit under the Loan Agreement.  Therefore, Lexford hereby assumes and promises
to pay,  jointly and  severally  with the other  Companies,  any now existing or
hereafter  arising  obligation  due  under  the  terms  of the  Loan  Agreement,
including,  without  limitation,  any promissory note executed by one or more of
the Companies payable to the Bank.




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     Section 2. Collateral.  The Companies and the Bank are negotiating  certain
terms and  conditions of the Loan  Agreement and Loan  Documents  related to the
Companies'  grant of  security  interests  in their  Collateral  as that term is
defined in the Loan Agreement. Notwithstanding its assumption to repay the loans
due  the  Bank,  Lexford  does  not  grant  a  security  interest  in any of its
Collateral  until such time as the  negotiations  are complete  and  documented.
Nevertheless, Lexford represents and warrants that there is no existing security
interest in any of its Collateral and Lexford  further agrees it shall not grant
any  security  interest  to any  creditor  other  than  the  Bank  in any of its
Collateral.

     Section  3.  Ratification  of  Loan  Documents.  Lexford  agrees  the  Loan
Agreement  and Loan  Documents  are and shall  remain in full force and  effect.
Except as related to its  Collateral,  Lexford  hereby  ratifies,  confirms  and
approves the Loan Agreement and Loan  Documents,  agrees that the Loan Agreement
and Loan Documents  constitutes the valid and binding obligations and agreements
of Lexford and the Companies,  enforceable by the Bank in accordance  with their
terms; and affirms each of the  representations  and warranties  provided for in
the Loan Agreement effective as of the execution of this Assumption.  Nothing in
this  Assumption  shall be deemed to impair or otherwise  affect the lien of the
Loan Agreement and Loan Documents on the Collateral of the Companies.

     Section  4.  Governing  Law.  This  Assumption  shall  be  governed  by and
construed and enforced in accordance with the laws of the State of Ohio.

     Section 5.  Successors and Assigns Bound.  This  Assumption is binding upon
and shall  inure to the  benefit of the  parties  hereto,  and their  respective
successors and assigns.

     Section 6.  Entire  Agreement.  This  Assumption,  in  addition to the Loan
Agreement  and the Loan  Documents,  constitutes  the sole and entire  agreement
between Lexford and the Bank with respect to the subject matter hereof.  Neither
this Assumption nor any provision hereof may be changed,  waived,  discharged or
terminated  orally,  but only by an  instrument  in writing  signed by the party
against whom  enforcement  of such change,  waiver,  discharge or termination is
sought.

     Section 7. Warrant of Attorney.  With full knowledge of all  constitutional
rights, if any payment under the Notes, as defined in the Loan Agreement, is not
paid  on or  before  the  date  when  due,  or  should  default  be  made in the
performance  or  observance  of any of the  covenants or  agreements of the Loan
Documents  or this  Assumption,  Lexford  hereby  authorizes  and  empowers  any
attorney of any court of record within the United States of America or elsewhere
to appear for  Lexford and confess  judgment  or a series of  judgments  against
Lexford  and/or any or all of the  Companies in favor of the holder of the Notes
as of any time,  present  or  future,  for the then due and  unpaid  balance  or
balances  of the  principal,  interest,  late  charges and  collection  expenses
evidenced  by the Notes,  or any part  thereof,  together  with the costs of the
suit, and to waive and release all errors in said  proceedings  and petitions in
error and the right to appeal from the judgment  rendered,  on which judgment or
judgments one or more executions may issue forthwith;  and for so doing the Note
or a copy  thereof and this  Assumption  or a copy hereof  verified by affidavit
shall be a sufficient warrant.

     IN WITNESS  WHEREOF,  the Bank and Lexford have executed this Assumption at
Columbus,  Franklin  County,  Ohio,  or caused it to be  executed  by their duly
authorized  representatives,  intending to be legally bound as of the date first
above written.


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     WARNING - BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL.  IF YOU DO NOT PAY ON TIME,  A COURT  JUDGMENT  MAY BE TAKEN  AGAINST YOU
WITHOUT  YOUR PRIOR  KNOWLEDGE  AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR
RETURNED GOODS, FAULTY GOODS,  FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE. (SEC. 2323.13, O.R.C.).

                                 Lexford Properties, Inc.


                                 By:   /s/ John B. Bartling, Jr.
                                      --------------------------
                                      John B. Bartling, Jr.

                                 Its: President and CEO


                                 THE BANK:

                                 The Provident Bank

                                 By: /s/ William R. McNamara
                                     -----------------------
                                     William R. McNamara

                                 Its: Vice President





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