Exhibit 10.45

                             BUSINESS LOAN AGREEMENT


BORROWER: The Chillicothe Telephone         LENDER: The Huntington National Bank
          Company                                   HC0810-Columbus Commercial
          68 E. Main Street                         Banking
          Chillicothe, OH  45601                    P.O. Box 1558
                                                    Columbus, OH 43272-4195

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THIS  BUSINESS  LOAN  AGREEMENT   between  THE  CHILLICOTHE   TELEPHONE  COMPANY
("Borrower") and THE HUNTINGTON NATIONAL BANK ("Lender") is made and executed on
the following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for the commercial  loan or loans and other
financial accommodations. 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 March 16, 2001 and shall continue
thereafter  until all  Indebtedness  of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

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.




<PAGE>

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

     AUTHORIZATION.  The execution,  delivery, and performance of this Agreement
     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  government  body;  and do not  conflict  with,  result  in a
     violation  of, or  constitute a default under (a) any provision of articles
     of incorporation or organization,  or bylaws or code of regulations, 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 s 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  presently
     due and  payable,  Borrower  owns and has good  title to all of  Borrower's
     properties free and clear of all liens and 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. Except as disclosed to Lender in writing, no property
     of  Borrower  ever  has  been,  or ever  will be so long as this  Agreement
     remains  in  effect,  used  for  the  generation,   manufacture,   storage,
     treatment,  disposal,  release or threatened release of any hazardous waste
     or  substance,  as  those  terms  are  defined  in  the  "CERCLA,"  "SARA,"
     applicable state or Federal laws, or regulations adopted pursuant to any of
     the foregoing.  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




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<PAGE>


     all claims and losses  resulting  from a breach of this  provision  of this
     Agreement.  This  obligation to indemnify  shall survive the payment of the
     Indebtedness and the satisfaction of this Agreement.

     COMMERCIAL  PURPOSES.  Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

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 of the Loan which
     could  materially  affect  the  financial  condition  of  Borrower  or  the
     financial condition of any guarantor of the Loan.

     FINANCIAL  RECORDS.  Maintain  its books and  records  in  accordance  with
     accounting principles acceptable to Lender,  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 one hundred twenty (120) days after the end of each fiscal
     year,  Borrower's  balance  sheet and income  statement for the year ended,
     audited by a certified public  accountant  satisfactory to Lender,  and, as
     soon as available, but in no event later than sixty (60) days after the end
     of each  fiscal  quarter,  Borrower's  balance  sheet and  profit  and loss
     statement  for the period  ended,  prepared and certified as correct to the
     best knowledge and belief by Borrower's  chief  financial  officer or other
     officer or person  acceptable to Lender.  All financial reports required to
     be provided  under this  Agreement  shall be prepared  in  accordance  with
     accounting principles acceptable to Lender,  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.

     FINANCIAL  COVENANTS AND RATIOS.  Comply with the  following  covenants and
     ratios:

          TANGIBLE NET WORTH.  Maintain a minimum Tangible Net Worth of not less
     than $32,000,000.00.

     For purposes of this  Agreement and to the extent the  following  terms are
     utilized  in this  Agreement,  the term  "Tangible  Net  Worth"  shall mean
     Borrower's  total assets excluding all intangible  assets (i.e.,  goodwill,
     trademarks,  patents,  copyrights,  organizational  expenses,  and  similar
     intangible items, but including leaseholds and leasehold improvements) less
     total  Debt.  The term  "Debt"  shall  mean all of  Borrower's  liabilities
     excluding  Subordinated  Debt.  The term  "Subordinated  Debt"  shall  mean
     indebtedness  and  liabilities of Borrower which have been  subordinated by
     written  agreement to  indebtedness  owed by Borrower to Lender in form and
     substance acceptable to Lender.



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<PAGE>

     The term "Working Capital" shall mean Borrower's current assets,  excluding
     prepaid expenses,  less Borrower's  current  liabilities.  The term "Liquid
     Assets"  shall  mean  Borrower's  cash  on  hand  plus  Borrower's  readily
     marketable  securities.  The term "Cash Flow"  shall mean net income  after
     taxes, and exclusive of extraordinary  gains and income,  plus depreciation
     and  amortization.  Except as  provided  above,  all  computations  made to
     determine  compliance  with the  requirements  contained in this  paragraph
     shall  be made in  accordance  with  accounting  principles  acceptable  to
     Lender,  applied on a consistent  basis, and certified by Borrower as being
     true and correct.

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

     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  an  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.

     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.  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.

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  AND LIENS.  (a) 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, unless such indebtedness shall be subordinated to
     the  satisfaction  of the Bank to the Borrower's  indebtedness to the Bank,
     (b)  except as  allowed  as set forth  herein,  sell,  transfer,  mortgage,
     assign,  pledge,  lease,  grant a security  interest in, or encumber any of
     Borrower's  assets,  or (c) sell with recourse any of Borrower's  accounts,
     except to  Lender,  (d)  create,  assume,  or suffer to exist any Liens (as
     defined in the Note  Purchase  Agreement  described  below) upon any of its
     property or assets, whether now owned or hereafter acquired by the Borrower
     pursuant to the  provisions  of Section 5(h) of that certain Note  Purchase
     Agreement  dated as of June 1, 1998, as amended as of April 1, 1999, by and


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<PAGE>

     between the Borrower and the Note Purchasers  signatory  thereto (the "Note
     Purchase Agreement") pursuant to which the Borrower issued its 6.62% Senior
     Notes  ("Notes");  and  provided  further,  Borrower  agrees to not create,
     assume or suffer to exist any such Liens  permitted  by the  provisions  of
     Section  5(h)(viii)  of the Note  Purchase  Agreement  unless and until the
     borrower  shall  have  granted  to the Bank a pari  passu  Lien on the same
     property, and the holders of any such Lien and the holders of the Notes and
     the Bank shall have  entered  into an  intercreditor  agreement in form and
     substance reasonably satisfactory to the Bank providing for such pari passu
     ranking.  The Borrower  hereby  agrees that it will not request or agree to
     any amendment or modification to the provisions of Section 5(h) of the Note
     Purchase Agreement without the express written consent of the Bank.

     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  its name,  dissolve  or  transfer  or sell
     Collateral  out of the  ordinary  course of  business,  or (c)  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.

     CHANGE IN  OWNERSHIP.  (a)  Shall  not  change  present  management  of the
     Borrower,  without prior notification to and written consent of Lender, and
     (b) not  more  than  25% of the  equity  interests  in  Borrower  shall  be
     transferred without prior written consent of Lender.

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 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.

INTEREST  COVERAGE RATIO. The Borrower shall maintain an Interest Coverage Ratio
equal to or exceeding 2.5: 1.1.

The  "Interest  Coverage  Ratio" shall mean the ratio of EBITDA  minus  unfunded
capital  expenditures to Borrower's total interest expense.  "EBITDA" shall mean
for any period,  the sum of the amounts for such period of (I) net income,  (II)
interest expense,  (III) taxes, and (IV) depreciation,  amortization expense and
non-cash charges which were deducted in determining net income.  All terms shall
be interpreted  in accordance  with generally  accepted  accounting  principles,
consistently applied.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all


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<PAGE>

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
("Event of Default") under this Agreement:

     DEFAULT ON  INDEBTEDNESS.  Failure of Borrower to make any payment when due
     on the Loans.

     OTHER  DEFAULTS.  Failure of Borrower to comply with or to perform when due
     any  other  term,  obligation,  covenant  or  condition  contained  in this
     Agreement.

     DEFAULT IN FAVOR OF THIRD PARTIES.  Should Borrower default under any loan,
     extension of credit,  security agreement,  purchase or sales agreement,  or
     any other  agreement,  in favor of any other  creditor  or person  that may
     materially affect any of Borrower's property or Borrower's ability to repay
     the Loans or perform  Borrower's  obligations  under this  Agreement or any
     related document.

     FALSE  STATEMENTS.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by or on behalf of Borrower is false or  misleading  in
     any material  respect at the time made or  furnished,  or becomes  false or
     misleading at any time thereafter.

     INSOLVENCY.  The  dissolution or  termination of Borrower's  existence as a
     going business,  the insolvency of Borrower,  the appointment of a receiver
     for any part of  Borrower's  property,  any  assignment  for the benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     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,  or any
     creditor  of any  grantor  of  collateral  for the Loan.  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,  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 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.



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<PAGE>

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise  provided n this Agreement or the Related  Documents,  all commitments
and  obligations  of Lender  under this  Agreement  immediately  will  terminate
(including  any  obligation  to make Loan  Advances or  disbursements),  and, at
Lender's option, all Indebtedness  immediately will become 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.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF MARCH
16, 2001.

BORROWER:

THE CHILLICOTHE TELEPHONE COMPANY


BY: /s/Thomas McKell
   ---------------------------------
    THOMAS MCKELL, PRESIDENT



LENDER:

THE HUNTINGTON NATIONAL BANK


BY: /s/ Geoffrey E. Mowery
   ---------------------------------
    AUTHORIZED OFFICER

================================================================================

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<PAGE>



                                                    THE HUNTINGTON NATIONAL BANK

                                                                  REVOLVING NOTE

================================================================================

City Office            Division             Branch                 [ ] Secured
           -----------          -----------        ---------------

Account No.                         Note No.                       [X] Unsecured
           -----------------------           --------------------

Account Name   The Chillicothe Telephone Company
             -------------------------------------------------------------------

[X] Corporation          [  ] Partnership         [  ] Individual/Proprietorship

Bank Approval Officer Initial             Bank Closing Officer Initial   /s/
                              ------                                   -------
================================================================================

$30,000,000.00                     Columbus, Ohio                 March 16, 2001

     FOR VALUE  RECEIVED,  the  undersigned,  jointly and severally if more than
one,  promise to pay to the order of The Huntington  National Bank  (hereinafter
called the "Bank",  which term shall include any holder hereof) at such place as
the Bank may  designate  or, in the absence of such  designation,  at any of the
Bank's offices,  the sum of Thirty Million and No/100 Dollars  ($30,000,000.00),
or so much  thereof as shall have been  advanced by the Bank at any time and not
hereafter repaid (hereinafter called the "Principal Sum") together with interest
as  hereinafter  provided,  and  payable  at the  time(s)  and in the  manner(s)
hereinafter provided. The proceeds of the loan evidenced hereby may be advanced,
repaid  and  readvanced,  in partial  amounts,  during the term of this Note and
prior to maturity;  provided, that no partial advance of the Principal Sum shall
be for less than $250,000.00. Each such advance shall be made to the undersigned
upon receipt by the Bank of disbursement  instructions and upon receipt,  review
and approval by the Bank of the undersigned's  application for an advance, which
shall be in such form and contain such  information  as the Bank shall from time
to time prescribe.  The Bank shall be entitled to rely on any oral or telephonic
communication  requesting an advance and/or providing disbursement  instructions
hereunder,  which shall be  received by it in good faith from anyone  reasonably
believed  by the Bank to be the  undersigned,  or the  undersigned's  authorized
agent.  The  undersigned  agree  that  all  advances  made by the  Bank  will be
evidenced by entries made by the Bank into its electronic data processing system
and/or internal memoranda  maintained by the Bank. The undersigned further agree
that  the  sum or sums  shown  on the  most  recent  printout  from  the  Bank's
electronic  data  processing  system and/or such  memoranda  shall be rebuttably
presumptive evidence of the amount of the Principal Sum and of the amount of any
accrued  interest.  Each request for an advance shall  constitute a warranty and
representation  by the undersigned  that no event of default  hereunder or under
any related loan  documents has occurred and is continuing  and that no event or
circumstance  which  would  constitute  such an  event of  default,  but for the
requirement  that notice be given or time elapse or both,  has  occurred  and is
continuing.

     This Note is executed and any  advances  contemplated  hereunder  are to be
made  pursuant  to a  Business  Loan  Agreement  dated as of March 16,  2001 (as



<PAGE>


amended from time to time,  hereinafter  called the  "Agreement"),  and. all the
covenants, representations, agreements, terms, and conditions contained therein,
including,  but not limited to, additional  conditions of default and conditions
to any partial advances, are incorporated herein as if fully rewritten.

INTEREST
--------

     Prior to maturity, interest will accrue separately on the unpaid balance of
each respective advance of the Principal Sum at a rate of interest per annum, as
selected  by the  undersigned  as set  forth  below,  equal  to a fixed  rate of
interest  per annum  equal to the LIBO Rate (as  hereinafter  defined)  plus the
Spread (as hereinafter  defined),  all as  conclusively  determined by the Bank,
such sum to be rounded  up, if  necessary,  to the  nearest  whole  multiple  of
one-sixteenth  of one  percent  (1/16  of 1.0%)  per  annum.  If the  obligation
evidenced by this Note is not paid at maturity, whether maturity occurs by lapse
of time, demand,  acceleration or otherwise, the unpaid balance of the Principal
Sum and any unpaid  interest  shall,  thereafter  until paid, bear interest at a
rate equal to 2.00 percentage points in excess of the rate of interest indicated
in the preceding sentence.

     At least two LIBO Rate Banking Days (as  hereinafter  defined) prior to (1)
the day the  undersigned  desires that an advance be disbursed,  or (2) the last
day of any applicable LIBO Rate Interest Period (as  hereinafter  defined),  the
undersigned  shall  notify  the  Bank  in  writing  of  the  requested  date  of
disbursement (if applicable), the amount of such advance (if applicable) and the
undersigned's  selection  of the LIBO Rate  Interest  Period.  All such  written
notices  shall be  directed  by the  undersigned  to the Bank's  officer  who is
handling  the  undersigned's  obligations  on  behalf  of the  Bank  and must be
received  by the Bank on or before the day which is two LIBO Rate  Banking  Days
prior  to  either  the  requested  day of  disbursement  or the  last day of any
applicable  LIBO Rate  Interest  Period.  If at the end of a LIBO Rate  Interest
Period the  undersigned  does not notify the Bank of its  selection  of the next
succeeding  LIBO Rate Interest Period in the manner and at the time specified in
this Note,  interest will accrue  hereunder on the respective  advance as if the
undersigned had selected a LIBO Rate Interest Period of one (1) month.

     All interest  hereunder  shall be calculated on the basis of a 360 day year
for the  actual  number of days the  Principal  Sum or any part  thereof  remain
unpaid.  No  advance  made  hereunder  based upon the LIBO Rate shall be prepaid
prior to the  expiration  of the LIBO Rate  Interest  Period  applicable to said
advance.  The amount of any payment shall first be applied to the payment of any
interest which is due.

     As used herein,  LIBO Rate shall mean the rate obtained by dividing (1) the
actual or  estimated  per annum rate,  or the  arithmetic  mean of the per annum
rates,  of  interest  for  deposits in U.S.  dollars  for the related  LIBO Rate
Interest  Period,  as  determined  by the  Bank  in its  discretion  based  upon
information  which appears on page LIBOR01,  captioned  British  Bankers  Assoc.
Interest  Settlement Rates, of the Reuters America Network, a service of Reuters
America  Inc. (or such other page that may replace that page on that service for
the purpose of displaying  London  interbank  offered rates; or, if such service
ceases to be available or ceases to be used by the Bank,  such other  reasonably
comparable  money  rate  service  as the Bank may  select)  or upon  information
obtained from any other reasonable  procedure,  as of two LIBO Rate Banking Days
prior to the day on which the undersigned  indicates that the advance based upon
the LIBO Rate is to be disbursed; by (2) an amount equal to one minus the stated
maximum  rate  (expressed  as a decimal),  if any,  of all reserve  requirements
(including, without limitation, any marginal, emergency,  supplemental,  special



                                       2
<PAGE>

or other reserves) that is specified on the first day of each LIBO Rate Interest
Period by the Board of Governors of the Federal Reserve System (or any successor
agency thereto) for determining the maximum reserve  requirement with respect to
eurocurrency  funding  (currently  referred to as "Eurocurrency  liabilities" in
Regulation D of such Board)  maintained by a member bank of such System,  or any
other regulations of any governmental authority having jurisdiction with respect
thereto, all as conclusively determined by the Bank.

     As used  herein,  LIBO Rate  Banking  Day shall  mean any day other  than a
Saturday or a Sunday on which banks are open for business in Columbus, Ohio, and
on which banks in London, England, settle payments.

     As used herein,  LIBO Rate  Interest  Period shall mean, as selected by the
undersigned in accordance with the terms of this Note, one (1), two (2) or three
(3) months,  provided that: (1) if any LIBO Rate Interest Period would otherwise
expire on a day which is not a LIBO Rate  Banking  Day,  the LIBO Rate  Interest
Period shall be extended to the next succeeding LIBO Rate Banking Day (provided,
however,  that if such next  succeeding  LIBO  Rate  Banking  Day  occurs in the
following calendar month, then the LIBO Rate Interest Period shall expire on the
immediately  preceding LIBO Rate Banking Day); and (2) the undersigned shall not
select a LIBO Rate Interest Period which would expire later than March 15, 2002.

     In the event that on any date on which the undersigned  requests an advance
hereunder based upon the LIBO Rate the Bank reasonably determines that by reason
of (1) any change  arising  after the date of this Note  affecting the interbank
eurocurrency  market or affecting  the position of the Bank with respect to such
market,  adequate and fair means do not exist for  ascertaining  the  applicable
interest  rates by reference to which the LIBO Rate then being  determined is to
be  determined,  (2) any  change  arising  after  the  date of this  Note in any
applicable law or governmental rule,  regulation or order (or any interpretation
thereof,  including  the  introduction  of any  new  law or  governmental  rule,
regulation or order),  or (3) any other  circumstance  affecting the Bank or the
interbank  market (such as, but not limited to,  official  reserve  requirements
required  by  Regulation  D of the Board of  Governors  of the  Federal  Reserve
System),  the LIBO Rate plus the  applicable  spread  shall  not  represent  the
effective pricing to the Bank of making advances based upon such rate, then, and
in any such event, the ability of the undersigned to request advances based upon
the LIBO Rate shall be  suspended  until the Bank shall  notify the  undersigned
that the  circumstances  causing such  suspension no longer exist and thereafter
interest  shall accrue on the unpaid  balance of the Principal Sum at a variable
rate of interest  per annum,  which shall  change in the manner set forth below,
equal to the Prime Commercial Rate.

     In the event  that on any date the Bank shall  have  reasonably  determined
that the making or  continuation of advances based upon the LIBO Rate has become
unlawful  by  compliance  by the Bank in good faith  with any law,  governmental
rule,  regulation or order, then, and in any such event, the Bank shall promptly
give  notice  thereof  to the  undersigned.  In such  case,  the  ability of the
undersigned  to request an advance  hereunder  based upon the LIBO Rate shall be
terminated  and  thereafter  interest  shall accrue on the unpaid balance of the
Principal  Sum at a variable  rate of interest per annum,  which shall change in
the manner set forth below, equal to the Prime Commercial Rate.



                                       3
<PAGE>

     As used herein,  Prime  Commercial Rate shall mean the rate  established by
the Bank from time to time based on its consideration of economic, money market,
business and  competitive  factors,  and it is not  necessarily  the Bank's most
favored  rate.  Subject  to any  maximum  or minimum  interest  rate  limitation
specified  herein or by  applicable  law, any  variable  rate of interest on the
obligation  evidenced  hereby shall change  automatically  without notice to the
undersigned immediately with each change in the Prime Commercial Rate. If during
any  period  when  interest  is  accruing  under  this Note based upon the Prime
Commercial  Rate the obligation  evidenced by this Note is not paid at maturity,
whether maturity occurs by lapse of time, demand, acceleration or otherwise, the
unpaid balance of the Principal Sum and any unpaid  interest  shall,  thereafter
until paid, bear interest at a rate equal to 2.00 percentage points in excess of
the variable rate of interest indicated above.

     If,  due  to  (1)  the   introduction  of  or  any  change  in  or  in  the
interpretation  of any law or regulation,  (2) the compliance with any guideline
or request  from any  central  bank or other  public  authority  (whether or not
having the force of law),  or (3) the  failure of the  undersigned  to repay any
advance  when  required  by the terms of this Note,  there  shall be any loss or
increase  in the cost to the Bank of  agreeing  to make or  making,  funding  or
maintaining any advance hereunder based upon the LIBO Rate, then the undersigned
agree that the  undersigned  shall,  from time to time, upon demand by the Bank,
pay to the Bank  additional  amounts  determined in good faith by the Bank to be
sufficient to compensate the Bank for such loss or increased cost. A certificate
as to the  amount of such loss or  increase  cost  setting  forth in  reasonable
detail the basis for such  determination and submitted to the undersigned by the
Bank, shall be conclusive evidence, absent manifest error, of the correctness of
such amount. Such amount shall be due and payable by the undersigned to the Bank
within ten (10) days after such certificate is received by the undersigned.

INTEREST RATE SPREAD
--------------------

     As used herein, Spread shall initially mean 1.50%. On the first day of each
calendar  quarter,  beginning on March 1, 2001, the Spread may change based upon
the  undersigned's  Debt to Tangible Net Worth Ratio (as defined below).  In the
event that (1) the undersigned's Debt to Tangible Net Worth Ratio is equal to an
amount set forth in the table  below,  and (2) no Event of Default  (as  defined
herein) shall have occurred and be continuing at the time of such determination,
then the Spread  shall be equal to the  applicable  Interest  Rate Spread as set
forth in the table below.  Any change in the Spread shall only apply to advances
made hereunder after the effective date of the change.


    DEBT TO TANGIBLE NET WORTH RATIO              INTEREST RATE SPREAD
    --------------------------------              --------------------

          less than 1.00: 1.00                             1.25%
   1.01:1.00 to and including 2.00:1.00                    1.55%
          more than 2.01:1.00                              1.75%

     The undersigned  shall determine its Debt to Tangible Net Worth Ratio as of
the end of each  fiscal  quarter  and shall  notify  the Bank in writing of such
determination contemporaneously with the delivery of the undersigned's financial
statements and other information delivered to the Bank as required by this Note,
the  Agreement  and the related  loan  documents.  The Bank shall  confirm  such


                                       4
<PAGE>

determination  and,  once  confirmed,  any  adjustments  to the Spread  shall be
effective  beginning  with  the  first  day of the  fiscal  quarter  immediately
following the fiscal quarter during which the  determination  is made. By way of
example only, if the  undersigned's  first fiscal quarter ends on March 31st and
the undersigned is required to deliver to the Bank its financial  statements and
Debt to Tangible Net Worth Ratio  determination  in May,  then any change to the
Spread would be effective on July 1. If the undersigned  does not timely deliver
or cause to be delivered the Debt to Tangible Net Worth Ratio  determination  or
the  financial  statements  and other  information  required  by this Note,  the
Agreement and the related loan  documents,  the Debt to Tangible Net Worth Ratio
for the fiscal quarter for which the  determination  was to have been made shall
be deemed to be 1.75: 1.00.

     As used  herein,  Debt to Tangible  Net Worth Ratio shall mean the ratio of
Indebtedness  (as defined below) to tangible net worth,  as determined as of the
last day of each fiscal quarter ending on said day. As used herein, Indebtedness
shall  mean  all  liabilities,  obligations  and  indebtedness,  whether  now or
hereafter  owing,  arising,  due or  payable,  including  but not limited to (1)
indebtedness  in the  nature  of  loans,  letters  of  credit,  capital  leases,
obligations  under  derivative  contracts  (including  interest  rate swaps) and
guarantees  of the  obligations  of  third  parties,  (2)  obligations  to trade
creditors,  (3)  all  liabilities  of  any  person  secured  by a  lien  on  the
undersigned's  property,  and (4) all accruals and other  liabilities  listed as
such on the undersigned's balance sheet.

     Whenever  any  accounting  term shall be used  herein or the  character  or
amount of any asset or  liability or item of income or expense is required to be
determined,  or any other  accounting  computation  is required to made, for the
purpose of this Note, such accounting  term, such  determination  or computation
shall, to the extent applicable and except as otherwise  specified in this Note,
be defined or made (as the case may be) in accordance  with  generally  accepted
accounting   principles   in  the  United   States   applied  (in  the  case  of
determinations  or computations) on a basis consistent with those applied in the
preparation  of the  financial  statements  delivered  to the Bank  prior to the
execution of this Note.

MANNER OF PAYMENT
-----------------

     The  Principal Sum shall be due and payable on March 15, 2002. In addition,
each  advance made  hereunder  based upon the LIBO Rate shall also be payable at
the  expiration  of the LIBO Rate  Interest  Period  applicable to such advance.
Accrued  interest  shall be due and payable at the  expiration of each LIBO Rate
Interest  Period  and at final  maturity,  whether by  demand,  acceleration  or
otherwise. During any period while interest is accruing hereunder based upon the
Prime  Commercial  Rate,  if any,  accrued  interest  shall be payable  monthly,
beginning  on  April  1,  2001,  and  at  final  maturity,  whether  by  demand,
acceleration or otherwise.

LATE CHARGE
-----------

     Any  installment  or other  payment  not be made within 10 days of the date
such payment or installment is due shall be subject to a late charge equal to 5%
of the amount of the installment or payment.



                                       5
<PAGE>

DEFAULT
-------

     Upon the  occurrence  of any of the  following  events  (each an  "Event of
Default"):

     (1) the  undersigned  fails to make any payment  when due or to perform any
obligation undersigned to the Bank;

     (2) any event  occurs  and  continues  which  constitutes  a default by the
undersigned under any other obligation to or agreement with the Bank;

     (3) the undersigned falls to furnish true and complete financial statements
from time to time on request of the Bank;

     (4) the death or  dissolution of any of the  undersigned,  or any indorser,
surety, accommodation party or guarantor;

     (5) any representation,  warranty or other information given to the Bank by
any of the  undersigned,  or by an  indorser,  surety,  accommodation  party  or
guarantor proves to be false, untrue or misleading in any material respect; or

     (6) the Bank for any  reason  deems  itself  insecure  with  respect to the
obligations evidenced hereby;

then the Bank may, at its option,  without further notice or demand,  accelerate
the maturity of the obligations evidenced hereby, which obligations shall become
immediately due and payable and the  undersigned  shall no longer have the right
to  receive  advances  or  readvances  hereunder.  In the event  the Bank  shall
institute  any action  for the  enforcement  or  collection  of the  obligations
evidenced  hereby,  the undersigned  agree to pay all costs and expenses of such
action, including reasonable attorneys' fees, to the extent permitted by law.

GENERAL PROVISIONS
------------------

     All of the parties  hereto,  including the  undersigned,  and any indorser,
surety,   accommodation   party  or  guarantor,   hereby:  (1)  severally  waive
presentment,  notice of dishonor,  protest,  notice of protest, and diligence in
bringing suit against any party hereto; (2) consent that, without discharging or
modifying the duties of any of them and without notice,  the Bank may (A) extend
the time of payment an unlimited  number of times before or after maturity,  (B)
grant  any  other  indulgence  at any time and  from  time to time to any  party
hereto, (C) delay in exercising or omit to exercise any right against,  or delay
in  taking or omit to take any  action to  collect  from or  pursue  the  Bank's
remedies  against,  any party  hereto,  (D)  release or modify  any  collateral,
security or guaranties; and (3) severally waive any claim, right or remedy which
such party may now have or hereafter  acquire against any other party or parties
hereto that arises hereunder and/or from the performance by such party hereunder
including,  without  limitation,  any  claim,  remedy  or right of  subrogation,
reimbursement,  exoneration,  contribution,  indemnification or participation in
any claim,  right or remedy of the Bank  against the other party or parties,  or
any security which the Bank now has or hereafter  acquires,  whether such claim,
right or remedy arises in equity, under contract,  by statute,  under common law


                                       6
<PAGE>

or  otherwise.  The Bank  shall  not be  required  to pursue  any party  hereto,
including  any  guarantor,  or to exercise  any rights  against  any  Collateral
herefor before exercising any other such rights.

     The  obligations  evidenced  hereby may from time to time be  evidenced  by
another note or notes given in substitution,  renewal or extension  hereof.  Any
security  interest or mortgage which secures the  obligations  evidenced  hereby
shall  remain in full force and effect  notwithstanding  any such  substitution,
renewal, or extension.

     No waiver of any term or condition  of this Note shall be effective  unless
in writing and signed by the party giving or granting  the waiver.  No amendment
of any term or condition  of this Note shall be effective  unless in writing and
signed by the  undersigned  and the Bank. No failure or delay on the part of the
Bank in exercising any right,  power or privilege under this Note,  related loan
documents  or law nor any course of dealing,  shall  operate as a waiver of such
right,  power or privilege or preclude any other or further  exercise thereof or
of any other right, power or privilege.

     The captions used herein are for  reference  only and shall not be deemed a
part of this  Note.  If any of the terms or  provisions  of this  Note  shall be
deemed  unenforceable,  the enforceability of the remaining terms and provisions
shall  not be  affected.  This  Note  shall  be  governed  by and  construed  in
accordance with the law of the State of Ohio.

     The undersigned  agree that, to the extent that any of the undersigned make
a payment  or  payments  to the  Bank,  or the Bank  receives  any  proceeds  of
Collateral,  which  payment or  payments  or  proceeds  or any part  thereof are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or  required to be repaid to any of the  undersigned,  its estate,  trustee,
receiver or any other party,  including without limitation any guarantor,  under
any bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment,  the obligations under this Note or the
part thereof  which has been paid,  reduced or satisfied by such amount shall be
reinstated  and  continued  in full force and effect as of the date such initial
payment, reduction or satisfaction occurred.

WARRANT OF ATTORNEY
-------------------

     Each of the  undersigned  authorizes  any  attorney at law to appear in any
Court of Record in the State of Ohio or in any other state or  territory  of the
United States of America after the above  indebtedness  becomes due,  whether by
acceleration or otherwise,  to waive the issuing and service of process,  and to
confess judgment against any one or more of the undersigned in favor of the Bank
for the amount then  appearing due together with costs of suit, and thereupon to
waive  all  errors  and all  rights of appeal  and stays of  execution.  No such
judgment or judgments against less than all of the undersigned shall be a bar to
a subsequent  judgment or judgments  against any one or more of the  undersigned
against  whom  judgment  has not been  obtained  hereon,  this being a joint and
several warrant of attorney to confess judgment.  The attorney at law authorized
hereby to appear  for each of the  undersigned  may be an  attorney  at law also
representing  the Bank, and each of the undersigned  hereby  expressly waive any
conflict of interest that may exist by virtue of such representation.



                                       7
<PAGE>

WAIVER OF RIGHT TO TRIAL BY JURY
--------------------------------

     EACH OF THE UNDERSIGNED  ACKNOWLEDGES THAT, AS TO ANY AND ALL DISPUTES THAT
MAY ARISE BETWEEN ANY OF THE UNDERSIGNED AND THE BANK, THE COMMERCIAL  NATURE OF
THE TRANSACTION OUT OF WHICH THIS NOTE ARISES MAKES ANY SUCH DISPUTE  UNSUITABLE
FOR TRIAL BY JURY. ACCORDINGLY,  EACH OF THE UNDERSIGNED HEREBY WAIVES ANY RIGHT
TO TRIAL BY JURY AS TO ANY AND ALL DISPUTES THAT MAY ARISE RELATING TO THIS NOTE
OR TO ANY OF THE INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH.

Borrower:         The Chillicothe Telephone Company


                  By:     /s/ Thomas McKell
                      -----------------------------------------

                  Name:  Thomas McKell
                        ---------------------------------------

                  Title: President
                         --------------------------------------

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.



                                       8
<PAGE>


The Huntington National Bank
41 South High Street, HC0810                           00164
Columbus, Ohio 43215


Chillicothe Telephone
68 East Main Street
Chillicothe, Ohio 45601

                                                       COMMERCIAL LOAN INVOICE
                                                       ACCOUNT NUMBER 8000220526
                                                       Date: 12/27/2000


--------------------------------------------------------------------------------
Effective   Date    Number    Principal Interest/Fee     Invoice     Description
From        Thru    Days      Balance            Rate           Amount
--------------------------------------------------------------------------------

Note Number:  $30 million Facility


03/16/01                                       Commitment Fee =       $10,000.00

                                               Total Due =            $10,000.00




<PAGE>

                                CERTIFIED COPY OF
                        RESOLUTIONS OF BOARD OF DIRECTORS
                           AND INCUMBENCY CERTIFICATE
                                       OF

                        THE CHILLICOTHE TELEPHONE COMPANY

     I, Peter M.  Holland,  hereby  certify that I am the Secretary and official
custodian of certain  records  including the charter,  bylaws and the minutes of
the meetings of the Board of Directors of The Chillicothe  Telephone  Company, a
corporation  duly  organized  and  existing  under the laws of the State of Ohio
(herein the  "Corporation"),  and that the  following  is a true,  accurate  and
compared  transcript  of the  resolutions  contained  in the minute  book of the
Corporation  duly adopted by the Board of  Directors  thereof on the 16th day of
March,  2001, in accordance with the charter and bylaws of the Corporation,  and
that said resolutions have not been amended or revoked and are in full force and
effect:

     RESOLVED, that either of Thomas McKell,  President of this Corporation,  or
Peter M. Holland, Secretary and Treasurer of this Corporation, acting singly, or
his duly elected or appointed  successor in office,  be and hereby is authorized
and empowered on behalf of this Corporation:

          (1) to borrow money,  establish lines of credit or revolving  credits,
     discount accounts  receivable or other negotiable paper,  establish letters
     of credit, guarantee obligations of other persons or entities, or otherwise
     obtain or  establish  credit  for this  Corporation  from any office of The
     Huntington  National Bank (herein "Bank"),  in any manner, on such terms as
     he may deem advisable;

          (2) to  execute  or  indorse,  and  deliver  to Bank on behalf of this
     Corporation in form prescribed by Bank a promissory note or notes,  drafts,
     acceptances,  guaranties,  agreements or any other evidences of obligations
     of this Corporation; and

          (3) to do any acts,  including  but not limited to  mortgage,  pledge,
     grant a security interest in,  hypothecate or otherwise  encumber from time
     to time with Bank any or all assets or  property of this  Corporation  both
     real and personal,  tangible and intangible,  to secure such loan or loans,
     guaranty  agreements,  other agreements or renewals and extensions thereof,
     and to  execute  or  indorse,  and  deliver  to  Bank,  on  behalf  of this
     Corporation,  any  instruments,   agreements,  or  other  documents  deemed
     necessary  or proper by Bank in  respect  to the  collateral  securing  any
     obligation  referenced  above, and to affix the seal of this Corporation to
     any  mortgage,  pledge,  security  agreement,  or other such  instrument or
     document if so required.


<PAGE>

     FURTHER  RESOLVED,  that Bank is  authorized  to rely in good  faith on any
telephonic or other oral communication which shall be received by it from anyone
reasonably believed by Bank to be one of the officers designated above.

     FURTHER  RESOLVED,  that  Bank  is  authorized  to  rely  on the  aforesaid
resolutions until receipt by it of written notice of any change.

     I further  certify that the  following  persons are the duly  qualified and
acting  officers of the  Corporation  authorized to represent the Corporation in
the capacities set forth opposite his name, and the signature appearing opposite
his name is his genuine signature:

       Name                   Title                    Signature
       ----                   -----                    ---------
       Thomas McKell          President                /s/ Thomas McKell
       Peter M. Holland       Secretary/Treasurer      /s/ Peter Holland

     I  finally  certify  that  neither  the  charter  nor  the  bylaws  of  the
Corporation  require any  consent of the  shareholders  for the  granting of any
mortgage  or other  security  interest  in all or any part of the  Corporation's
property and assets.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 16th day of March,
2001, at Chillicothe, Ohio.



                                           Peter M. Holland, Secretary
                                           ------------------------------------
<PAGE>

                       MINUTES OF ACTIONS TAKEN IN WRITING
                             BY ALL OF THE DIRECTORS
                                       OF
                        THE CHILLICOTHE TELEPHONE COMPANY

                                 MARCH 16, 2001

     The undersigned,  being all of the duly elected and acting directors of The
Chillicothe Telephone Company, an Ohio corporation (this "Corporation"),  hereby
take  the  following  actions  by this  writing  on the  date  set  forth  above
respecting the borrowing of $30,000,000  from Huntington  National Bank pursuant
to the provisions of Section 1701.54 of the Ohio Revised Code:

     RESOLVED, that either of Thomas McKell,  President of this Corporation,  or
Peter M. Holland, Secretary and Treasurer of this Corporation, acting singly, or
his duly elected or appointed  successor in office,  be and hereby is authorized
and empowered on behalf of this Corporation:

          (1) to borrow money,  establish lines of credit or revolving  credits,
     discount accounts  receivable or other negotiable paper,  establish letters
     of credit, guarantee obligations of other persons or entities, or otherwise
     obtain or  establish  credit  for this  Corporation  from any office of The
     Huntington  National Bank (herein "Bank"),  in any manner, on such terms as
     he may deem advisable;

          (2) to  execute  or  indorse,  and  deliver  to Bank on behalf of this
     Corporation in form prescribed by Bank a promissory note or notes,  drafts,
     acceptances,  guaranties,  agreements or any other evidences of obligations
     of this Corporation; and

          (3) to do any acts,  including  but not limited to  mortgage,  pledge,
     grant a security interest in,  hypothecate or otherwise  encumber from time
     to time with Bank any or all assets or  property of this  Corporation  both
     real and personal,  tangible and intangible,  to secure such loan or loans,
     guaranty  agreements,  other agreements or renewals and extensions thereof,
     and to  execute  or  indorse,  and  deliver  to  Bank,  on  behalf  of this
     Corporation,  any  instruments,   agreements,  or  other  documents  deemed
     necessary  or proper by Bank in  respect  to the  collateral  securing  any
     obligation  referenced  above, and to affix the seal of this Corporation to
     any  mortgage,  pledge,  security  agreement,  or other such  instrument or
     document if so required.

     FURTHER  RESOLVED,  that Bank is  authorized  to rely in good  faith on any
telephonic or other oral communication which shall be received by it from anyone
reasonably believed by Bank to be one of the officers designated above.


<PAGE>

     FURTHER  RESOLVED,  that  Bank  is  authorized  to  rely  on the  aforesaid
resolutions until receipt by it of written notice of any change.

     IN WITNESS  WHEREOF,  we have  hereunto set our hands on the date first set
forth above.

                                 /s/ Thomas McKell
                                 --------------------------------------------
                                 Thomas McKell


                                 /s/ John Wilson
                                 --------------------------------------------
                                 John Wilson


                                 /s/ Jack Thompson
                                 --------------------------------------------
                                 Jack Thompson



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