<PAGE>   1
                                                                 EXHIBIT 10.20



                            BUSINESS LOAN AGREEMENT


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Borrower: Littlefield, Adams & Company, A New Jersey    Lender: THE BANK OF FLOYD
          Corporation (TIN: 22-1469846)                         P.O. BOX 215
          6262 Executive Boulevard                              101 JACKSONVILLE CIRCLE
          Huber Heights, OH 45424                               FLOYD, VA 24091
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THIS BUSINESS LOAN AGREEMENT between Littlefield, Adams & Company, A New Jersey
Corporation ("Borrower") and THE BANK OF FLOYD ("Lender") is made on the
following terms and conditions.  Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans and other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement.  All such loans and financial
accommodations, together with all future loans and financial accommodations
from Lender to Borrower, are referred to in this Agreement individually as the
"Loan" and collectively as the "Loans."  Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements, as set forth in this
Agreement; (b) the granting, renewing, or extending of any Loan by Lender at
all times shall be subject to Lender's sole Judgment and discretion; and (c)
all such Loans shall be and shall remain subject to the following terms and
conditions of this Agreement.

TERM.  This Agreement shall be effective as of January 31,1997, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement.  Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

      Agreement.  The word "Agreement" means this Business Loan Agreement, as
      this Business Loan  Agreement may be amended or modified from time to
      time, together with all exhibits and schedules attached to this Business
      Loan Agreement from time to time.

      Borrower.  The word "Borrower" means Littlefield, Adams & Company, A New
      Jersey Corporation and its successors and assigns. The word "Borrower"
      also includes, as applicable, all subsidiaries and affiliates of Borrower
      as provided below in the paragraph titled "Subsidiaries and Affiliates."

      CERCLA.  The word "CERCLA" means the Comprehensive Environmental
      Response, Compensation, and Liability Act of 1980, as amended.

      Collateral. The word "Collateral" means and includes without limitation
      all property and assets granted as collateral security for a Loan,
      whether real or personal property, whether granted directly or
      indirectly, whether granted now or in the future, and whether granted in
      the form of a security interest, mortgage, deed of trust, assignment,
      pledge, chattel mortgage, chattel trust, factor's lien, equipment trust,
      conditional sale, trust receipt, lien, charge, lien or title retention
      contract, lease or consignment intended as a security device, or any
      other security or lien interest whatsoever, whether created by law,
      contract, or otherwise.

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01-31-1997                        BUSINESS LOAN AGREEMENT                Page 2
Loan No 5312501                         (Continued)


      ERISA.  The word "ERISA" means the Employee Retirement Income Security
      Act of 1974, as amended.

      Event of Default.  The words "Event of Default" mean and include without
      limitation any of the Events of Default set forth below in the section
      titled "EVENTS OF DEFAULT."

      Grantor.  The word "Grantor" means and includes without limitation each
      and all of the persons or entities granting a Security Interest in any
      Collateral for the Indebtedness, and their personal representatives,
      successors and assigns.

      Guarantor.  The word "Guarantor" means and includes without limitation
      each and all of the guarantors, sureties, and accommodation parties in
      connection with any Indebtedness and their personal representatives,
      successors and assigns.

      Indebtedness.  The word "Indebtedness" means and includes without
      limitation all Loans, including all principal, interest and other fees,
      costs and charges, if any, together with all other present and future
      liabilities and obligations of Borrower, or any one or more of them, to
      Lender, whether direct or indirect, matured or unmatured, and whether
      absolute or contingent, joint, several, or joint and several, and no
      matter how the same may be evidenced or shall arise.

      Lender.  The word "Lender" means THE BANK OF FLOYD, its successors and
      assigns.

      Loan.  The word "Loan" or "Loans" means and includes without limitation
      any and all commercial loans and financial accommodations from Lender
      to Borrower, whether now or hereafter existing, and however evidenced,
      including without limitation those loans and financial accommodations
      described herein or described on any exhibit or schedule attached to this
      Agreement from time to time.

      Note.  The word "Note" means and includes without limitation Borrower's
      promissory note or notes, if any, evidencing Borrower's Loan obligations
      in favor of Lender, as well as any substitute, replacement or
      refinancing note or notes therefor.

      Permitted Liens.  The words "Permitted Liens" mean: (a) liens and
      security interests securing Indebtedness owed by Borrower to Lender; (b)
      liens for taxes, assessments, or similar charges either not yet due or
      being contested in good faith; (c) liens of materialmen, mechanics,
      warehousemen, or carriers, or other like liens arising in the ordinary
      course of business and  securing obligations which are not yet
       delinquent; (d) purchase money liens or purchase money security interests
      upon or in any property acquired or held by Borrower in the ordinary
      course of business to secure indebtedness outstanding on the date of this
      Agreement or permitted to be incurred under the paragraph of this
      Agreement titled "Indebtedness and Liens; (e) liens and security
      interests which, as of the date of this Agreement, have been disclosed to
      and approved by the Lender in writing; and (f) those liens and security
      interests which in the aggregate constitute an immaterial and
      insignificant monetary amount with respect to the net value of Borrower's
      assets.

      Related Documents.  The words "Related Documents" mean and include
      without limitation all promissory notes, credit agreements, loan
      agreements, environmental agreements, guaranties,

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01-31-1997                        BUSINESS LOAN AGREEMENT                Page 3
Loan No 5312501                        (Continued)


      security agreements, mortgages, deeds of trust, and all other
      instruments, agreements and documents, whether now or hereafter existing,
      executed in connection with the Indebtedness.

      Security Agreement.  The words "Security Agreement" mean and include
      without limitation any agreements, promises, covenants, arrangements,
      understandings or other agreements, whether created by law, contract, or
      otherwise, evidencing, governing, representing, or creating a Security
      Interest.

      Security Interest.  The words "Security Interest" mean and include
      without limitation any and all types of liens and encumbrances, whether
      created by law, contract, or otherwise.

      SARA.  The word "SARA" means the Superfund Amendments and Reauthorization
      Act of 1986 as now or hereafter amended.

CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions
set forth in this Agreement and in the Related Documents.

      Loan Documents.  Borrower shall provide to Lender in form satisfactory to
      Lender the following documents for the Loan: (a) the Note, (b) Security
      Agreements granting to Lender security interests in the Collateral, (c)
      Financing Statements perfecting Lender's Security Interests; (d) evidence
      of insurance as required below; and (e) any other documents required
      under this Agreement or by Lender or its counsel.

      Borrower's Authorization.  Borrower shall have provided in form and
      substance satisfactory to Lender properly certified resolutions, duly
      authorizing the execution and delivery of this Agreement, the Note and
      the Related Documents, and such other authorizations and other documents
      and instruments as Lender or its counsel, in their sole discretion, may
      require.

      Payment of Fees and Expenses.  Borrower shall have paid to Lender all
      fees, charges, and other expenses which are then due and payable as
      specified in this Agreement or any Related Document.

      Representations and Warranties.  The representations and warranties
      set forth in this Agreement, in the Related Documents, and in any
      document or certificate delivered to Lender under this Agreement are true
      and correct.

      No Event of Default.  There shall not exist at the time of any advance
      a condition which would constitute an Event of Default under this
      Agreement.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to    Lender,
as of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

      Organization.  Borrower is a corporation which is duly organized, validly
      existing, and in good standing under the laws of the State of New Jersey
      and is validly existing and in good standing in all states in which
      Borrower is doing business. Borrower has the full power and authority to
      own its properties and to transact the businesses in which it is
      presently engaged or presently proposes to engage.  Borrower also is duly
      qualified as a foreign corporation and is in good standing in all
<PAGE>   4



01-31-1997                        BUSINESS LOAN AGREEMENT                Page 4
Loan No 5312501                         (Continued)


      states in which the failure to so qualify would have a material adverse
      effect on its businesses or financial condition.

      Authorization.  The execution, delivery, and performance of this
      Agreement and all Related Documents by Borrower, to the extent to be
      executed, delivered or performed by Borrower, have been duly authorized
      by all necessary action by Borrower; do not require the consent or
      approval of any other person, regulatory authority or governmental
      body; and do not conflict with, result in  a violation of, or constitute
      a default under (a) any provision of its articles of incorporation or
      organization, or bylaws, or any agreement or other instrument binding
      upon Borrower or (b) any law, governmental regulation, court decree, or
      order applicable to Borrower.

      Financial Information.  Each financial statement of Borrower supplied to
      Lender truly and completely disclosed Borrower's financial condition as
      of the date of the statement, and there has been no material adverse
      change in Borrower's financial condition subsequent to the date of the
      most recent financial statement supplied to Lender. Borrower has no
      material contingent obligations except as disclosed in such financial
      statements.

      Legal Effect.  This Agreement constitutes, and any instrument or
      agreement required hereunder to be given by Borrower when delivered will
      constitute, legal, valid and binding obligations of Borrower enforceable
      against Borrower in accordance with their respective terms.

      Properties.  Except as contemplated by this Agreement or as previously
      disclosed in Borrower's financial statements or in writing to Lender and
      as accepted by Lender, and except for property tax liens for taxes not
      presently due and payable, Borrower owns and has good title to
      all of Borrower's properties free and clear of all Security Interests,
      and has not executed any security  documents or financing statements
      relating to such properties.  All of Borrower's properties are titled in
      Borrower's legal name, and Borrower has not used, or filed a financing
      statement under, any other name for at least the last five (5) years.

      Hazardous Substances.  The terms "hazardous waste," "hazardous
      substance," "disposal," "release," and "threatened release," as used in
      this Agreement, shall have the same meanings as set forth in the
      "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C.
      Section 1801, et seq., the Resource Conservation and Recovery Act, 42
      U.S.C. Section 6901, et  seq., or other applicable state or Federal laws,
      rules, or regulations adopted pursuant to any of the foregoing.  Except
      as disclosed to and acknowledged by Lender in writing, Borrower
      represents and warrants that: (a) During the period of Borrower's
      ownership of the properties, there has been no use, generation,
      manufacture, storage, treatment, disposal, release or threatened release
      of any hazardous waste or substance by any person on, under, about or
      from any of the properties.  (b) Borrower has no knowledge of, or reason
      to believe that there has been (i) any use, generation, manufacture,
      storage, treatment, disposal, release, or threatened release of any
      hazardous waste or substance on, under, about or from the properties by
      any prior owners or occupants of any of the properties, or (ii) any
      actual or threatened litigation or claims of any kind by any person
      relating to such matters.  (c) Neither Borrower nor any tenant,
      contractor, agent or other authorized user of  any of the properties
      shall use, generate, manufacture, store, treat, dispose of, or release
      any hazardous waste or substance on, under, about or from any of the
      properties, and any such activity shall be conducted in compliance with
      all applicable federal, state, and local laws, regulations, and
      ordinances, including without limitation those laws, regulations and
      ordinances described above. Borrower authorizes Lender and its agents to
      enter upon the properties to make such inspections

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01-31-1997                        BUSINESS LOAN AGREEMENT                Page 5
Loan No 5312501                         (Continued)


      and tests as Lender may deem appropriate to determine compliance of the
      properties with this section of the Agreement.  Any inspections or tests
      made by Lender shall be at Borrower's expense and for Lender's purposes
      only and shall not be construed to create any responsibility or liability
      on the part of Lender to Borrower or to any other person.  The
      representations and warranties contained herein are based on Borrower's
      due diligence in investigating the properties for hazardous waste and
      hazardous substances.  Borrower hereby (a) releases and waives any
      future claims against Lender for indemnity or contribution in the event
      Borrower becomes liable for cleanup or other costs under any such laws,
      and (b) agrees to indemnify and hold harmless Lender against any and all
      claims, losses, liabilities, damages, penalties, and expenses which
      Lender may directly or indirectly sustain or suffer resulting from a
      breach of this section of the Agreement or as a consequence of any use,
      generation, manufacture, storage, disposal, release or  threatened
      release occurring prior to Borrower's ownership or interest in the
      properties, whether or not the same was or should have been known to
      Borrower.  The provisions of this section of the Agreement, including the
      obligation to indemnify, shall survive the payment of the Indebtedness
      and the termination or expiration of this Agreement and shall not be
      affected by Lender's acquisition of any interest in any of the
      properties, whether by foreclosure or otherwise.

      Litigation and Claims  No litigation, claim, investigation,
      administrative proceeding or similar action (including those for unpaid
      taxes) against Borrower is pending or threatened, and no other event
      has occurred which may materially adversely affect Borrower's financial
      condition or properties, other than litigation, claims, or other events,
      if any, that have been disclosed to and acknowledged by Lender in
      writing.

      Taxes.  To the best of Borrower's knowledge, all tax returns and reports
      of Borrower that are or were required to be filed, have been filed, and
      all taxes, assessments and other governmental charges have been paid in
      full, except those presently being or to be contested by Borrower in
      good faith in the ordinary course of business and for which adequate
      reserves have been provided.

      Lien Priority.  Unless otherwise previously disclosed to Lender in
      writing, Borrower has not entered into or granted any Security
      Agreements, or permitted the filing or attachment of any Security
      interests on or affecting any of the Collateral directly or indirectly
      securing repayment of Borrower's Loan and Note, that would be prior or
      that may in any way be superior to Lender's Security Interests and rights
      in and to such Collateral.

      Binding Effect.  This Agreement, the Note, all Security Agreements
      directly or indirectly securing repayment of Borrower's Loan and Note and
      all of the Related Documents are binding upon Borrower as well as upon
      Borrower's successors, representatives and assigns, and are legally
      enforceable in accordance with their respective terms.

      Commercial Purposes.  Borrower intends to use the Loan proceeds solely
      for business or commercial related purposes.

      Employee Benefit Plans.  Each employee benefit plan as to which Borrower
      may have any liability complies in all material respects with all
      applicable requirements of law and regulations, and (i) no Reportable
      Event nor Prohibited Transaction (as defined in ERISA) has occurred with
      respect to any such plan, (ii) Borrower has not withdrawn from any such
      plan or initiated steps to  do so, (iii) no steps have been taken to
      terminate any such plan, and (iv) there are no unfunded liabilities other
      than those previously disclosed to Lender in writing.

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01-31-1997                        BUSINESS LOAN AGREEMENT                Page 6
Loan No 5312501                         (Continued)


      Location of Borrower's Offices and Records.  Borrower's place of
      business, or Borrower's Chief executive office, if Borrower has more than
      one place of business, is located at 6262 Executive Boulevard,
      Huber Heights, OH 45424.  Unless Borrower has designated otherwise in
      writing this location is also the office or offices where Borrower keeps
      its records concerning the Collateral.

      Information.  All information heretofore or contemporaneously herewith
      furnished by Borrower to Lender for the purposes of or in connection with
      this Agreement or any transaction contemplated hereby is, and all
      information hereafter furnished by or on behalf of Borrower to Lender
      will be true and accurate in every material respect on the date as of
      which such information is dated or certified; and none of such
      information is or will be incomplete by omitting to state any material
      fact necessary to make such information not misleading.

      Survival of Representations and Warranties.  Borrower understands and
      agrees that Lender, without independent investigation, is relying upon
      the above representations and warranties in making the above referenced
      Loan to Borrower. Borrower further agrees that the foregoing
      representations and warranties shall be continuing in nature and shall
      remain in full force and effect until such time as Borrower's
      Indebtedness shall be paid in full, or until this Agreement shall be
      terminated in the manner provided above, whichever is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

      Litigation.  Promptly inform Lender in writing of (a) all material
      adverse changes in Borrower's financial condition, and (b) all existing
      and all threatened litigation, claims, investigations, administrative
      proceedings or similar actions affecting Borrower or any Guarantor
      which could materially affect the financial condition of Borrower or the
      financial condition of any Guarantor.

      Financial Records.  Maintain its books and records in accordance with
      generally accepted accounting principles, applied on a consistent basis,
      and permit Lender to examine and audit Borrower's books and records at
      all reasonable times.

      Financial Statements.  Furnish Lender with, as soon as available, but in
      no event later than thirty (30) days after the end of each fiscal year,
      Borrower's balance sheet and income statement for the year ended,
      compiled by a certified public accountant satisfactory to Lender.
      All financial reports required to be provided under this Agreement shall
      be prepared in accordance with generally  accepted accounting principles,
      applied on a consistent basis, and certified by Borrower as being true
      and correct.

      Additional Information.  Furnish such additional information and
      statements, lists of assets and liabilities, agings of receivables and
      payables, inventory schedules, budgets, forecasts, tax returns, and other
      reports with respect to Borrower's financial condition and business
      operations as Lender may request from time to time.

      Insurance.  Maintain fire and other risk insurance, public liability
      insurance, and such other insurance as Lender may from time to time
      reasonably require with respect to Borrower's properties and operations,
      in form, amounts, coverages and with insurance companies acceptable to
      Lender.  Borrower, upon   request of Lender, will deliver to Lender from
      time to time the  policies or certificates of insurance in form
      satisfactory to Lender, including stipulations that coverages will not be
      cancelled or diminished without at least ten (10) days' prior written
      notice to

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01-31-1997                        BUSINESS LOAN AGREEMENT                Page 7
Loan No 5312501                        (Continued)


      Lender.  Each insurance policy also shall include an endorsement
      providing that coverage in favor of Lender will not be impaired in any
      way by any act, omission or default of Borrower or any other person.
      In connection with all policies covering assets in which Lender holds or
      is offered a security interest for the Loans, Borrower will provide
      Lender with such loss payable or other  endorsements as Lender may
      require.

      Insurance Reports.  Furnish to Lender, upon request of Lender, reports on
      each existing insurance policy showing such information as Lender may
      reasonably request, including without limitation the following: (a) the
      name of the insurer; (b) the risks insured; (c) the amount of the policy;
      (d) the   properties insured; (e) the then current property values on the
      basis of which insurance has  been obtained, and the manner of
      determining those values; and (f) the expiration date of the policy.  In
      addition, upon request of Lender (however not more often than annually),
      Borrower will have an independent appraiser satisfactory to Lender
      determine, as applicable, the actual cash value or replacement cost of
      any Collateral.  The cost of such appraisal shall be paid by Borrower.

      Other Agreements.  Comply with all terms and conditions of all other
      agreements, whether now or hereafter existing, between Borrower and any
      other party and notify Lender immediately in writing of any default
      in connection with any other such agreements.

      Loan Proceeds.  Use all Loan proceeds solely for Borrower's business
      operations, unless specifically consented to the contrary by Lender in
      writing.

      Taxes, Charges and Liens.  Pay and discharge when due all of its
      indebtedness and obligations, including without limitation all
      assessments, taxes, governmental charges, levies and liens, of every kind
      and nature, imposed upon Borrower or its properties, income, or profits,
      prior to the date on which penalties would attach, and all lawful claims
      that, if unpaid, might become a lien or  charge upon any of Borrower's
      properties, income, or profits. Provided however, Borrower will not be
      required to pay and discharge any such assessment, tax, charge, levy,
      lien or claim so long as (a) the legality of the same shall be contested
      in good faith by appropriate proceedings, and (b) Borrower shall have
      established on its books adequate reserves with respect to such contested
      assessment, tax, charge, levy, lien, or claim in accordance with
      generally accepted accounting practices.  Borrower, upon demand of
      Lender, will furnish to Lender evidence of payment of the assessments,
      taxes, charges, levies, liens and claims and will authorize the
      appropriate governmental official to deliver to Lender at any time a
      written statement of any assessments, taxes, charges, levies, liens and
      claims against Borrower's properties, income, or profits.

      Performance.  Perform and comply with all terms, conditions, and
      provisions set forth in this Agreement and in the Related Documents in a
      timely manner, and promptly notify Lender if Borrower learns of the
      occurrence of any event which constitutes an Event of Default under this
      Agreement or under any of the Related Documents.

      Operations.  Maintain executive and management personnel with
      substantially the same qualifications and experience as the present
      executive and management personnel; provide written notice to Lender of
      any change in executive and management personnel; conduct its business
      affairs in a reasonable and prudent manner and in compliance with all
      applicable federal, state and  municipal laws, ordinances, rules and
      regulations respecting its properties, charters, businesses and
      operations, including without limitation, compliance with the Americans
      With Disabilities Act and with all minimum funding standards and other
      requirements of ERISA and other laws  applicable to Borrower's employee
      benefit plans.

<PAGE>   8

01-31-1997                        BUSINESS LOAN AGREEMENT                Page 8
Loan No 5312501                        (Continued)


      Inspection.  Permit employees or agents of Lender at any reasonable time
      to inspect any and all Collateral for the Loan or Loans and Borrower's
      other properties and to examine or audit Borrower's books, accounts, and
      records and to make copies and memoranda of Borrower's books, accounts,
      and records.  If Borrower now or at any time hereafter maintains any
      records (including  without limitation computer generated records and
      computer software programs for the generation of such records) in the
      possession of a third party Borrower, upon request of Lender, shall
      notify such party to permit Lender free access to such records at all
      reasonable times and to provide  Lender with copies of any records it may
      request, all at Borrower's expense.

      Compliance Certificate.  Unless waived in writing by Lender, provide
      Lender at least annually and at the time of each disbursement of Loan
      proceeds with a certificate executed by Borrower's chief financial
      officer, or other officer or person acceptable to Lender, certifying that
      the representations and warranties set forth in this Agreement are true
      and correct as of the date of the certificate and  further certifying
      that, as of the date of the certificate, no Event of Default exists under
      this Agreement.

      Environmental Compliance and Reports.  Borrower shall comply in all
      respects with all environmental protection federal, state and local laws,
      statutes, regulations and ordinances; not cause or permit to exist, as a
      result of an intentional or unintentional action or omission on its part
      or on the part of any third party, on property owned and/or occupied by
      Borrower, any environmental activity where damage may result to the
      environment, unless such environmental activity is pursuant to and in
      compliance with the conditions of a permit issued by the appropriate
      federal state or local governmental authorities; shall furnish to Lender
      promptly and in any event  within thirty (30) days after receipt thereof
      a copy of any notice, summons, lien, citation, directive, letter or other
      communication from any governmental agency or instrumentality concerning
      any intentional or unintentional action or omission on Borrower's part in
      connection  with any environmental activity whether or not there is
      damage to the environment and/or other natural resources.

      Additional Assurances.  Make, execute and deliver to Lender such
      promissory notes, mortgages, deeds of trust, security agreements,
      financing statements, instruments, documents and other agreements as
      Lender or its attorneys may reasonably request to evidence and secure
      the Loans and to perfect all Security interests.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

      Indebtedness.  Except for trade debt incurred in the normal course of
      business and indebtedness to Lender contemplated by this Agreement,
      create, incur or assume indebtedness for borrowed money, including
      capital leases.

      Continuity of Operations.  (a) Engage in any business activities
      substantially different than those in which Borrower is presently
      engaged, (b) cease operations, liquidate, merge, transfer, acquire or
      consolidate with any other entity, change ownership, change its name,
      dissolve or transfer or sell Collateral out of the ordinary course of
      business, (c) pay any dividends on Borrower's stock (other than dividends
      payable in its stock), provided, however  that notwithstanding the
      foregoing, but only so long as no Event of Default has occurred and is
      continuing or would result from the payment of dividends, if Borrower is
      a "Subchapter S Corporation" (as defined in the Internal Revenue Code of
      1986, as amended), Borrower may pay cash dividends on its stock to its

<PAGE>   9

01-31-1997                        BUSINESS LOAN AGREEMENT                 Page 9
Loan No 5312501                        (Continued)


      shareholders from time to time in amounts necessary to enable the
      shareholders to pay income taxes and make estimated income tax payments
      to satisfy their liabilities under federal and state law which arise
      solely from their status as Shareholders of a Subchapter S Corporation
      because of their ownership of shares of stock of Borrower, or (d)
      purchase or retire any of Borrower's outstanding shares or alter or
      amend Borrower's capital structure.

      Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance money
      or assets, (b) purchase, create or acquire any interest in any other
      enterprise or entity, or (c) incur any obligation as surety or guarantor
      other than in the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement
or any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or
any other loan with Lender; or (e) Lender in good faith deems itself insecure,
even though no Event of Default shall have occurred.

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

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the Indebtedness against
any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

      Default on Indebtedness.  Failure of Borrower to make any payment when
      due on the Indebtedness.

      Other Defaults.  Failure of Borrower or any Grantor to comply with or to
      perform when due any other term, obligation, covenant or condition
      contained in this Agreement or in any of the Related Documents, or
      failure of Borrower to comply with or to perform any other term,
      obligation, covenant or condition contained in any other agreement
      between Lender and Borrower.

      False Statements.  Any warranty, representation or statement made or
      furnished to Lender by or on behalf of Borrower or any Grantor under this
      Agreement or the Related Documents is false or misleading in any material
      respect at the time made or furnished, or becomes false or misleading at
      any time thereafter.
<PAGE>   10



01-31-1997                        BUSINESS LOAN AGREEMENT               Page 10
Loan No 5312501                         (Continued)


      Defective Collateralization.  This Agreement or any of the Related
      Documents ceases to be in full force and effect (including failure of any
      Security Agreement to create a valid and perfected Security Interest) at
      any time and for any reason.

      Insolvency.  The dissolution or termination of Borrower's existence as a
      going business, or a trustee or receiver is appointed for Borrower or for
      all or a substantial portion of the assets of Borrower, or Borrower makes
      a general assignment for the benefit of Borrower's creditors, or Borrower
      files for bankruptcy, or an involuntary bankruptcy petition is filed
      against Borrower and such involuntary petition remains undismissed for
      sixty (60) days.

      Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
      forfeiture proceedings, whether by judicial proceeding, self-help,
      repossession or any other method, by any creditor of Borrower, any
      creditor of any Grantor against any collateral securing the
      Indebtedness, or by any governmental agency.  This includes a
      garnishment, attachment, or levy on or of any of Borrower's deposit
      accounts with Lender.

      Events Affecting Guarantor.  Any of the preceding events occurs with
      respect to any Guarantor of any of the Indebtedness or any Guarantor dies
      or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any Guaranty of the Indebtedness.

      Change In Ownership.  Any change in ownership of twenty-five percent
      (25%) or more of the common stock of Borrower.

      Adverse Change.  A material adverse change occurs in Borrower's
      financial condition, or Lender believes the prospect of payment or
      performance of the Indebtedness is impaired.

      Insecurity.  Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate and, at Lender's
option, all sums owing in connection with the Loans, including all principal,
interest, and all other fees, costs and charges, if any, will become
immediately due and payable, all without notice of any kind to Borrower, except
that in the case of an Event of Default of the type described in the
"Insolvency" subsection above, such acceleration shall be automatic and not
optional.  In addition, Lender shall have all the rights and remedies provided
in the Related Documents or available at law, in equity, or otherwise.  Except
as may be prohibited by applicable law, all of Lender's rights and remedies
shall be cumulative and may be exercised singularly or concurrently.  Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an obligation
of Borrower or of any Grantor shall not affect Lender's right to declare a
default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

      Amendments.  This Agreement, together with any Related Documents,
      constitutes the entire understanding and agreement of the parties as to
      the matters set forth in this Agreement.  No alteration of or
      amendment to this Agreement shall be effective unless given in writing
      and signed by the party or parties sought to be charged or bound by the
      alteration or amendment.

<PAGE>   11


01-31-1997                        BUSINESS LOAN AGREEMENT               Page 11
Loan No 5312501                        (Continued)


      Applicable Law.  This Agreement shall be governed by, construed and
      enforced in accordance with the laws of the Commonwealth of Virginia.

      Caption Headings.  Caption headings in this Agreement are for
      convenience purposes only and are not to be used to interpret or define
      the provisions of this Agreement.

      Multiple Parties; Corporate Authority.  All obligations of Borrower under
      this Agreement shall be joint and several, and all references to Borrower
      shall mean each and every Borrower.  This means that each of the
      Borrowers signing below is responsible for all obligations in this
      Agreement.

      Consent to Loan Participation.  Borrower agrees and consents to Lender's
      sale or transfer, whether now or later, of one or more participation
      interests in the Loans to one or more purchasers, whether related or
      unrelated to Lender. Lender may provide, without any limitation
      whatsoever, to any one or more purchasers, or potential purchasers, any
      information or knowledge Lender may  have about Borrower or about any
      other matter relating to the Loan, and Borrower hereby waives any rights
      to privacy it may have with respect to such matters.  Borrower
      additionally waives any and all notices of sale of participation
      interests, as well as all notices of any repurchase of such participation
      interests.  Borrower also agrees that the purchasers of any such
      participation interests  will be considered as the absolute owners of
      such interests in the Loans and will have all the rights granted under
      the participation agreement or agreements governing the sale of such
      participation interests.  Borrower further waives all rights of offset or
      counterclaim that it may have now or  later against Lender or against any
      purchaser of such a participation interest and unconditionally agrees
      that either Lender or such purchaser may enforce Borrower's obligation
      under the Loans irrespective of the failure or insolvency of any holder
      of any interest in the Loans.  Borrower further agrees that the purchaser
      of any such participation interests may enforce its interests
      irrespective of any personal claims or defenses that Borrower may have
      against Lender.

      Costs and Expenses.  Borrower agrees to pay upon demand all of Lender's
      out-of-pocket expenses incurred in connection with this Agreement or
      in connection with the Loans made pursuant to this Agreement.  Subject to
      any limits under applicable law, if Lender hires an attorney to help
      enforce this Agreement or to collect any Indebtedness, Borrower agrees to
      pay Lender's attorneys' fees,  and all of Lender's other collection
      expenses, whether or not there is a lawsuit and including legal expenses
      for bankruptcy proceedings.

      Notices.  All notices required to be given under this Agreement shall be
      given in writing, may be sent by telefacsimilie, and shall be effective
      when actually delivered if hand delivered or when deposited with a
      nationally recognized overnight courier or deposited as certified
      or registered mail in the United States mail, first class, postage
      prepaid, addressed to the party to whom the notice is to be given at the
      address shown above.  Any party may change its address for notices under
      this Agreement by giving formal written notice to the other parties,
      specifying that the purpose of the notice is to change the party's
      address.  To the extent permitted by applicable law, if there is more
      than one Borrower, notice to any Borrower will constitute notice to all
      Borrowers.  For notice purposes, Borrower will keep Lender informed
      at all times of Borrower's current address(es).

      Severability.  If a court of competent jurisdiction finds any provision
      of this Agreement to be invalid or unenforceable as to any person or
      circumstance, such finding shall not render that provision invalid or
      unenforceable as to any other persons or circumstances.  If feasible, any
      such offending provision shall be deemed to be modified to be within the
      limits of enforceability or

<PAGE>   12

01-31-1997                        BUSINESS LOAN AGREEMENT               Page 12
Loan No 5312501                       (Continued)


      validity; however, if the offending provision cannot be so modified, it
      shall be stricken and all other provisions of this Agreement in all other
      respects shall remain valid and enforceable.

      Subsidiaries and Affiliates of Borrower.  To the extent the context of
      any provisions of this Agreement makes it appropriate, including without
      limitation any representation, warranty or covenant, the word "Borrower"
      as used herein shall include all subsidiaries and affiliates of Borrower.
      Notwithstanding the foregoing however, under no circumstances shall this
      Agreement  be construed to require Lender to make any Loan or other
      financial accommodation to any subsidiary or affiliate of Borrower.

      Successors and Assigns.  All covenants and agreements contained by or on
      behalf of Borrower shall bind its successors and assigns and shall inure
      to the benefit of Lender, its successors and assigns.  Borrower shall
      not, however, have the right to assign its rights under this Agreement
      or any interest therein, without the prior written consent of Lender.

      Survival.  All warranties, representations, and agreements of Borrower in
      this Agreement shall survive the making of the Loan or Loans contemplated
      hereby, and shall be deemed made and redated by Borrower at the time of
      the making of each disbursement of Loan proceeds.

      Time Is of the Essence.  Time is of the essence in the performance of
      this Agreement.

      Waiver.  Indulgence by Lender with respect to any of the terms and
      conditions of this Agreement or the failure of Lender to exercise any of
      its rights under this Agreement shall not constitute a waiver thereof,
      and Borrower shall remain liable for the strict performance of such terms
      and conditions until this Agreement shall be terminated.  No provision of
      this Agreement may be waived or modified orally, but all such waivers or
      modifications shall be in writing.  Whenever the consent of Lender is
      required under this Agreement, the granting of such consent by Lender in
      one instance shall not constitute Lender's continuing consent in
      subsequent instances, and in all  cases such consent may be granted or
      withheld in the sole discretion of Lender.

<PAGE>   13



01-31-1997                        BUSINESS LOAN AGREEMENT               Page 13
Loan No 5312501                         (Continued)


THIS BUSINESS LOAN AGREEMENT IS SIGNED, SEALED AND DELIVERED EFFECTIVE IN ALL
RESPECTS AS OF JANUARY 31, 1997.

BORROWER:

Littlefield, Adams & Company, A New Jersey Corporation

<TABLE>
<S>                                                      <C>
By:  /s/ David M. Simmonds                (SEAL)         By:  /s/ Stanley I Halbreich              (SEAL)
     ----------------------------------------------           -------------------------------------------
     David M. Simmonds, Chairman, President and CEO           Stanley I Halreich, Treasurer and CEO

</TABLE>


By:  /s/ Warren L Rawls                (SEAL)
     ------------------------------------------
      Warren L. Rawls, Secretary and Controllor


LENDER:
THE BANK OF FLOYD

By: /s/ Lawrance M. Renfroe
    ----------------------------
      Authorized Officer


         State of Ohio

         County of Montgomery

                 On this 10th day of March, 1997, before me appeared
         David M. Simmonds, Stanley I. Halbreich, and Warren L. Rawls
         and executed the foregoing document.


                                  /s/ Mary C. Burns
                                  ---------------------
                                  Mary C. Burns
                                  Notary Public

                                        Mary C. Burns, Notary Public
                                        In and for the State of Ohio
                                        My Commission Expires Jan. 26, 1998