AMENDED AND RESTATED
                  REVOLVING CREDIT PROMISSORY NOTE

DATE OF NOTE:  February 9, 2000

MAXIMUM CREDIT: THREE MILLION THOUSAND DOLLARS ($3,000,000)

MATURITY DATE:  February 8, 2003

     FOR VALUE RECEIVED, the undersigned ("Borrower"), does hereby jointly
and severally promise to pay to the order of THE PROVIDENT BANK, an Ohio
banking corporation, or its successors or assigns, at its principal office
located at 10 West Second Street, Courthouse Plaza, Suite 1100, Dayton,
Ohio 45402 ("Lender"), or at such other place as the Lender may designate
to Borrower in writing from time to time, in legal tender of the United
States, the Maximum Credit, as set forth above, or such portion thereof
which has been advanced to Borrower and remains unpaid on the Maturity
Date, together with interest at the Interest Rate, as set forth in Section
2 below, on the outstanding principal balance until this Note is paid in
full.  Except as otherwise defined herein, all capitalized terms shall have
the meanings ascribed to them in the Loan Agreement (as herein defined).

1. REVOLVING CREDIT
   ----------------

The loan evidenced by this Note is a revolving credit subject to the terms
of this Note and the Loan Agreement of even date between the Lender and the
Borrower ("Loan Agreement") and until maturity or occurrence of an Event of
Default as defined in the Loan Agreement, the Borrower may borrow and
reborrow from the Lender and the Lender may lend and relend to the Borrower
such amounts not to exceed the Maximum Credit as either of the undersigned
may, at any time and from time to time, request upon satisfactory notice to
the Lender.

2. INTEREST RATE
   -------------

The "Interest Rate" is shall be equal to: (1) the Prime Rate, as defined
herein, charged by the Lender, minus one quarter of one percent (.25%), or
(2) a fixed rate equal to the Quoted LIBOR Rate plus two and one-half percent
(2.50%) per annum, as elected by Borrower pursuant to the Asset Based Loan
and Security Agreement between Lender and Borrower ("Loan Agreement"), as
defined and determined under the Loan Agreement.

Interest shall be computed daily for the actual number of days elapsed over
a year of 360 days.  As used herein, the Prime Rate is that percentage rate
of interest calculated on the basis of a 360-day year which is established
by Lender from time to time as its Prime Rate, which is in effect until the
new rate is established and which provides a base to which loan rates

<PAGE>  1

may be referenced; it is not necessarily the Lender's lowest loan rate.  In
the event of a change in such Prime Rate, the interest rate hereunder shall
be adjusted accordingly, and such adjustment shall become effective on the
date such Prime Rate changes.  The Quoted LIBOR Rate shall be as defined in
the Loan Agreement.

3. BORROWING BASE
   --------------

The principal balance outstanding under this Note shall not at any time
exceed the Borrowing Base.  The "Borrowing Base" for purposes of this Note
shall mean an amount equal to the sum of (i) the lesser of $1,000,000.00 or
forty percent (40%) of the cost or market value, whichever is lower, of
Eligible Inventory (as defined in the Loan Agreement), and (ii) seventy-five
percent (75%) of the outstanding amount of Eligible Accounts (as defined in
the Loan Agreement).  In the event the principal balance outstanding under
this Note at any time exceeds the Borrowing Base (as verified in the manner
set out in the Loan Agreement), then Borrower shall pay to Bank all such
excess amounts immediately on demand.

4. PRINCIPAL AND INTEREST PAYMENTS
   -------------------------------

All accrued interest on the outstanding principal balance under this Note
shall be due and payable monthly commencing on March 1, 2000, and
continuing on the 1st day of each and every calendar month thereafter until
this Note is paid in full.  Unless sooner paid, the entire outstanding
principal balance and all accrued, unpaid interest hereunder shall be due
and payable on the Maturity Date, unless extended by Lender in the manner
set out in the Loan Agreement.

Borrower shall pay a late payment premium of five percent (5%) of any
principal or interest payment made more than ten (10) days after the
Borrower receive notice of nonpayment, which shall be due with any such
late payment.

All payments made by Borrower shall be applied monthly, first to reimburse
Lender, if required, for any costs incurred by the Lender under any
document executed as collateral security for the Note; second, to interest
which is then due and payable; third, to the payment of late charges
provided herein; and the balance to principal, until the full amount of
principal and interest has been paid in full.

5. PREPAYMENT
   ----------

The Borrower shall have the right to prepay all or any part of the Amount of
Note outstanding for which Borrower has made the Prime Rate Election (as
defined in the Loan Agreement), together with all accrued interest thereon
at any time without penalty.  Any partial prepayments of principal shall be
applied against installments of principal due hereunder in inverse order of
maturity.

<PAGE>  2

Borrower may not prepay all or any portion of the Amount of Note outstanding
during any Interest Period (as defined in the Loan Agreement) for which
Borrower has made a LIBOR Rate Election (as defined in the Loan Agreement).
If the Lender has elected to accelerate the repayment in the case of the
occurrence of an Event of Default, or in the case of casualty as set out in
the Loan Agreement, then Lender may, at its sole option:

(i)   elect to delay any mandatory prepayments of any LIBOR Rate Elections
      for a period up to the expiration of the then-current Interest Period
      or Interest Periods, as applicable, in order to coordinate the prepay-
      ment date with the last day of the applicable Interest Periods; or

(ii)  require prepayment by Borrower, in which case the Borrower shall pay
      to the Lender,  immediately upon demand,  in addition to all principal
      and accrued interest due on the Note, a prepayment charge, computed
      solely by the Lender, in the amount necessary to compensate the Lender
      for reasonable losses, expenses and liabilities the Lender may sustain
      as a result of such prepayment, including, without limitation, any
      losses and expenses arising from the liquidation or reemployment of
      deposits acquired to fund or maintain the principal amount prepaid.
      In calculating the amount of such a prepayment charge, the Lender's
      determination of the amount of such reimbursement shall be conclusive
      in the absence of manifest error.  Upon request, Lender shall provide
      Borrower with documentation supporting the Lender's calculation of the
      prepayment charge.

6. EXTENSION OF NOTE
   -----------------

Any extension or renewal of this Note at the end of the original three-year
term and any renewal term will be entirely within the Lender's discretion.

7. LOAN AGREEMENT; COLLATERAL
   --------------------------

This Note is issued under and entitled to the benefits of the Loan Agreement,
to which Loan Agreement reference is hereby made for a statement of the rights
in respect thereto of the holder of this Note.

This Note will be secured by the collateral identified and described in
Section 2 of the Loan Agreement (the "Collateral"), to which section
reference is hereby made for a statement of the rights in respect thereto of
the holder of this Note.

<PAGE>  3

8. DEFAULT
   -------

Upon the occurrence of any event constituting an Event of Default under the
terms of the Loan Agreement, the entire balance of the principal and
interest upon this Note then owing and unpaid, at the option of the holder
hereof, immediately shall become due and payable.  Delay on the part of the
holder of this Note in execution of the right to declare this obligation
due shall not be a waiver thereof.

After an Event of Default, the Amount of Note outstanding shall bear interest
at three percent (3%) per annum in excess of the Interest Rate in effect
from time to time, each change in such rate to be effective as of the date
of such changes.

Should the indebtedness represented by this Note or any part thereof be
collected at law or in equity, or in bankruptcy, receivership or any other
court proceedings (whether at the trial or appellate level), or should this
Note be placed in the hands of attorneys for collection upon the occurrence
of an Event of Default, the Borrower agrees to pay, in addition to the
principal, premium and interest due and payable hereon, all costs of
collection, including reasonable attorneys' fees and expenses.

All parties to this Note, whether the Borrower, principal, surety, guarantor
or endorser, hereby jointly and severally waive presentment for payment,
demand, protest, notice of protest, notice of dishonor and any other notice
required to be given by law in connection with the delivery, acceptance,
performance, default or enforcement of this Note or any endorsement or
guaranty of this Note, and consent to all forbearance or waiver of any term
hereof or release or discharge by the holder hereof of the Borrower,
guarantors, endorsers, or sureties of the release, substitution or exchange
of any security for the payment hereof or the failure to act on the part of
the holder or any other indulgence shown by the holder from time to time, in
one or more instances (without notice to or further assent from the Borrower,
guarantors, endorsers or sureties) and the Borrower, guarantors, endorsers
or sureties agree that no such action, failure to act or failure to exercise
any right or remedy on the part of the holder shall in any way affect or
impair the obligations of the Borrower hereunder or of any guarantors,
endorsers or sureties or be construed as a waiver by the holder of or
otherwise affect any of the holder's rights under this Note, under any
endorsement or guaranty of this Note or under any document or instrument
evidencing any security for payment of this Note.

9. MODIFICATION
   ------------

This Note may not be changed orally, but only by an agreement in writing,
signed by the party against whom enforcement of any change or modification
is sought.

10. LIMITATION ON INTEREST
    ----------------------

Anything herein to the contrary notwithstanding, the obligations of the
Borrower under this Note shall be subject to the limitation that payments of
interest shall not be required to the extent that receipt of any such payment
by the Lender would be contrary to provisions of law applicable to the Lender
limiting the maximum rate of interest that may be charged or collected by the
Lender.

<PAGE>  4

11. GOVERNING LAW
    -------------

This Note shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of Ohio.

12. WAIVER OF JURY TRIAL
    --------------------

As a specifically bargained inducement for Lender to extend credit to the
Borrower, the Borrower hereby expressly waives the right to trial by jury
in any lawsuit or proceeding related to this Note or arising in any way
from the indebtedness or transactions involving the Lender and the Borrower.

13. CONFESSION OF JUDGMENT
    ----------------------

The Borrower authorizes any attorney-of-law to appear in any court of record
in Hamilton County or Montgomery County, Ohio, or in any court of record in
the jurisdiction in which the Borrower against which or whom a judgment is
then sought may then reside, or in any court of record in the jurisdiction
in which the property described in the Collateral is located, after the
indebtedness evidenced hereby becomes due, and to waive the issuing and
service of process and to confess judgment against the Borrower in favor of
the Lender for the amount then appearing due, together with costs of suit
and thereupon to release all errors and waive all rights of appeal and stay
of execution.

     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 ITS PART TO COMPLY WITH THE AGREEMENT, OR ANY
     OTHER CAUSE.

<PAGE>  5

     IN WITNESS WHEREOF, the Borrower has executed and delivered this Note on
the day and year first above written.

                                       Borrower:

                                       LYTTON INCORPORATED, a Delaware
                                       corporation

                                          /s/ David Watts

                                       By---------------------------------
                                           DAVID WATTS
                                       Its Chief Financial Officer


STATE OF OHIO, COUNTY OF MONTGOMERY, SS:

The foregoing instrument was acknowledged before me this 9th day of February,
2000 by David Watts, the Chief Financial Officer of Lytton Incorporated, a
Delaware corporation, on behalf of said corporation.

                                       /s/ M. Shannon Martin

                                       -----------------------------------
                                       Attorney at Law, Ohip