<PAGE>
                                                                    Exhibit 4(d)


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                                 LOAN AGREEMENT

                                    between

                          THE DIRECTOR OF DEVELOPMENT
                              OF THE STATE OF OHIO

                                      and

                                  LESCO, INC.





                                     Dated

                                     as of

                                January 28, 1988



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<PAGE>

                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT made and entered into as of December ____, 1987
between the Director of Development of the State of Ohio (the "Director"), and
Lesco, Inc., an Ohio corporation (the "Company"), under the circumstances
summarized in the following recitals (the capitalized terms used in the
recitals being used therein as defined in Article I hereof):

     A. Pursuant to the Act, the Director is authorized, among other things, to
make loans to assist in the financing of an Eligible Project.

     B. The Company has requested that the Director provide the financial
assistance for the Project hereinafter described.

     C. The Director has determined that the Project constitutes an Eligible
Project and that the financial assistance to be provided pursuant to this
Agreement is appropriate under the Act and will be in furtherance and in
implementation of the public policy set forth in the Act.

     D. The financial assistance to be provided pursuant to this Agreement has
been reviewed and approved by the Development Financing Advisory Board and the
Controlling Board, pursuant to the Act.

     NOW, THEREFORE, in consideration of the premises and the representations
and agreements hereinafter contained, the Director and the Company agree as
follows:

                                   ARTICLE I

                                  DEFINITIONS

     Section 1.1. USE OF DEFINED TERMS. In addition to the words and terms
elsewhere defined in this Agreement or by reference to the Security Document or
other instruments, the words and terms set forth in Section 1.2 hereof shall
have the meanings therein set forth unless the context or use expressly
indicates different meaning or intent. Such definitions shall be equally
applicable to both the singular and plural forms of any of the words and terms
therein defined.

     Section 1.2. DEFINITIONS. As used herein:

     "Act" means Chapter 166, Ohio Revised Code, as from time to time enacted
and amended.

     "Agreement" means this Loan Agreement, as from time to time amended or
supplemented.

     "Allowable Costs" means "allowable costs" of the Project within the meaning
of the Act.

<PAGE>

     "Application" means the Application of the Company submitted to the
Director requesting assistance under the Act.

     "City" means Martins Ferry, Belmont County, Ohio.

     "Closing Date" means January 28, 1988, the date of execution and delivery
of the Loan Documents.

     "Commitment" means the Commitment Letter between the Director and the
Company dated September 2, 1987.

     "Completion Date" means the date of completion of the Project, as
certified by the Company pursuant to Section 3.5 hereof.

     "Controlling Board" means the Controlling Board of the State.

     "Cost Certification" means a certification of the Company, as of a
specified date, setting forth in reasonable detail the costs incurred and, if
appropriate, to be incurred, by the Company in completing the provision of the
Project, including a detail by category of all Allowable Costs.

     "Development Financing Advisory Board" means the Development Financing
Advisory Board of the State.

     "Disbursement" means a disbursement by the Director of a portion of the
Loan to provide funds for the payment of Allowable Costs.

     "Disbursement Date" means such date on which the Director shall have made
a Disbursement to the Company, which shall be not later than ten (10) days
after the Company shall have satisfied all conditions to disbursement set forth
in Section 3.6 and 3.8 of this Loan Agreement, subject, however, in each
instance to the Director's sole discretion with respect to the amount, if any,
of such Disbursement.

     "Eligible Project" means an "eligible project" within the meaning of the
Act.

     "Escrow Agent" means the Title Company, in its capacity as Escrow Agent
under the Escrow Agreement, if applicable.

     "Escrow Agreement" means the Escrow Agreement of even date herewith among
the Company, the Director and the Escrow Agent, if applicable.

     "Event of Default" means any of the events described as an event of
default in Section 5.1 hereof.

     "Final Cost Certification" means the cost certification dated as of the
Completion Date.

     "Final Disbursement Date" means the latest date on which a Disbursement may
be made by the Director to the Company, which date


                                      -2-
<PAGE>

shall be August 1, 1989, or such subsequent date as may be established by the
Director in writing in accordance with Section 3.7 hereof for the disbursement
of the Loan.

     "Governing Instruments" means the articles of incorporation and code of
regulations (or by-laws) of the Company.

     "Governmental Authority" means, collectively, the State, any political
subdivision thereof, any municipality, and any agency, department, commission,
board or bureau of any of the foregoing having jurisdiction over the Project.

     "Initial Cost Certification" means the cost certification dated as of the
Closing Date.

     "Lender" means Irving Trust Company.

     "Lender Loan" means the loan in the principal amount of Five Million Eight
Hundred Seventy-Five Thousand Dollars ($5,875,000) made by the Lender to the
Company pursuant to the Lender's commitment therefor.

     "Lender Loan Documents" means all documents evidencing or securing the
Lender Loan.

     "Loan" means the loan by the Director to the Company in the total sum of
the Loan Amount, to be disbursed pursuant to Section 3.8 hereof.

     "Loan Amount" means the lesser of (i) One Million Dollars ($1,000,000) or
(ii) seventeen percent (17%) of the Allowable Costs of the Project, as
determined by the Director in his sole discretion pursuant to this Agreement.

     "Loan Approval Documents" means, with respect to the Loan, the
Recommendation of the Director to the Development Financing Advisory Board
dated July 9, 1987, the Resolution of the Development Financing Advisory Board
dated July 9, 1987, the Approval of the Controlling Board dated August 10, 1987
and the Commitment.

     "Loan Documents" means all documents and instruments delivered to or
required by the Director to evidence or secure the Loan, including this
Agreement, as required by the Commitment and this Agreement.

     "Note" means the promissory note, in the form attached hereto as Exhibit
A, evidencing the obligation of the Company to repay the Loan.

     "Notice Address" means:

     (a) As to the Director:                    Department of Development
                                                P.O. Box 1001
                                                Columbus, OH 43266-1001
                                                Attn: Director


                                      -3-
<PAGE>

                and
                                         Calfee, Halter & Griswold
                                         1800 Society Building
                                         Cleveland, OH 44114
                                         Attn: Robert A. Richardson

     (b) As to the Company:              Lesco, Inc.
                                         20005 Lake Road
                                         Rocky River, Ohio 44116
                                         Attn: Daniel G. Dunstam

                                                 and

                                         Arter & Hadden
                                         1100 Huntington Building
                                         Cleveland, Ohio 44115
                                         Attn: John W. Waldeck, Jr.

or such additional or different address, notice of which is given under Section
6.2 hereof.

     "Plans and Specifications" means the plans and specifications or other
appropriate documents describing the Project prepared by or at the direction of
the Company.

     "Project" means the Project Site, Project Equipment and the Project
Facilities, together constituting an Eligible Project.

     "Project Equipment" means the equipment, machinery and other property
described in Exhibit D attached hereto.

     "Project Facilities" means the buildings, structures, additions and
improvements described in Exhibit B attached hereto and more particularly
described in the Plans and Specifications.

     "Project Purposes" means the acquisition of the Project Site, the
acquisition and rehabilitation of the Project Facilities and the acquisition
and rehabilitation of the Project Equipment for use in the manufacture of
products used in the lawn care industry, including but not limited to
fertilizers, herbicides and mowers.

     "Project Site" means the real estate described in Exhibit C attached
hereto.

     "Provision" means, as applicable, the acquiring, constructing,
reconstructing, rehabilitating, renovating, enlarging, improving, equiping or
furnishing of the Project.

     "Security Document" means, collectively, the "Open-End Shared Mortgage and
Security Agreement," and "UCC Financing Statements" of even date herewith, as
from time to time amended or supplemented.

     "State" means the State of Ohio.


                                      -4-
<PAGE>
          "Title Company" means a title insurance company selected by the
Company which is acceptable to the Director.


          Section 1.3. Certain Words and References. Any reference herein to the
Director shall include those succeeding to his functions, duties or
responsibilities pursuant to or by operation of law or lawfully performing such
functions. Any reference to a section or provision of the Constitution of the
State or to the Act or to a section, provision or chapter of the Ohio Revised
Code shall include such section, provision or chapter as from time to time
amended, modified, revised, supplemented or superseded.

          The terms "hereof," "hereby," "herein," "hereto," "hereunder" and
similar terms refer to this Agreement; and the term "heretofore" means before,
and the term "hereafter" means after, the Closing Date.




                                      -5-
<PAGE>
                                   ARTICLE II

                       DETERMINATIONS AND REPRESENTATIONS


          Section 2.1. Determinations of the Director. Pursuant to the Act and
on the basis of the representations and other information provided by the
Company, the Director has heretofore made certain determinations, as set forth
in the Loan Approval Documents, which are hereby confirmed, and the Director
hereby determines that the financial assistance to be provided by the State
pursuant to this Agreement will conform to the requirements of the Act,
including Section 166.07 thereof, and will further and implement the purposes
of the Act by creating new jobs or preserving existing jobs and employment
opportunities and improving the economic welfare of the people of the State.

          Section 2.2. Representations of the Company. The Company hereby
represents and warrants that:

          (a)  It is a corporation for profit duly organized, validly existing
               and in good standing under the laws of the State.

          (b)  It has full power and authority to execute, deliver and perform
               the Loan Documents and the Lender Loan Documents, and to enter
               into and carry out the transactions contemplated thereby. Such
               execution, delivery and performance do not, and will not,
               violate any provision of law applicable to the Company or the
               Governing Instruments of the Company and do not, and will not,
               conflict with or result in a default under any agreement or
               instrument to which the Company is a party or by which it or any
               of its property or assets is or may be bound. The Loan Documents
               and the Lender Loan Documents have, by proper action, been duly
               authorized, executed and delivered and all necessary actions
               have been taken to constitute the Loan Documents and the Lender
               Loan Documents legal, valid and binding obligations of the
               Company.

          (c)  The provision of financial assistance pursuant to the Loan
               Approval Documents and this Agreement induced the Company to
               provide the Project, thereby creating new jobs or preserving
               existing jobs and employment opportunities and improving the
               economic welfare of the people of the State.

          (d)  The Provision of the Project will be completed and the Project
               will be operated and maintained in such manner as to conform
               with all applicable zoning, planning, building, environmental
               and other applicable governmental regulations imposed by
               Governmental Authority and as to be consistent with the purposes
               of the Act.


                                      -6-
<PAGE>
          (e)  It presently intends that the Project will be used and operated
               in a manner consistent with the Project Purposes until the date
               on which the Loan has been fully repaid, and the Company knows of
               no reason why the Project will not be so operated.

          (f)  There are no actions, suits or proceedings pending or threatened
               against or affecting the Company or the Project which, if
               adversely determined, would individually or in the aggregate
               materially impair the ability of the Company to perform any of
               its obligations under the Loan Documents or the Lender Loan
               Documents or materially adversely affect the financial condition
               of the Company.

          (g)  The Company is not in default under any of the Loan Documents or
               the Lender Loan Documents, or in the payment of any indebtedness
               for borrowed money or under any agreement or instrument
               evidencing any such indebtedness, and no event has occurred
               which by notice, the passage of time or otherwise would
               constitute any such event of default.

          (h)  The Project Site is zoned by the City under a zoning ordinance
               which permits the Provision of the Project thereon in accordance
               with the Plans and Specifications; and all utilities, including
               water, storm and sanitary sewer, gas, electric and telephone,
               and rights of access to public ways shall be available or will
               be provided to the Project Site in sufficient locations and
               capacities to meet the requirements of operating the Project and
               of any applicable Governmental Authority.

          (i)  The Company has made no contract or arrangement of any kind,
               other than the Loan Documents and the Lender Loan Documents,
               which has given rise to or the performance of which by the other
               party thereto would give rise to a lien or claim of lien on the
               Project or other collateral covered by the Loan Documents or the
               Lender Loan Documents, except for a mortgage to the City of
               Martins Ferry, Ohio and Belmont County with respect to a loan of
               Eighty Thousand Dollars ($80,000) in connection with the Project.

          (j)  No representation or warranty of the Company contained in any of
               the Loan Approval Documents, Loan Documents or Lender Loan
               Documents, and no statement contained in any certificate,
               schedule, list, financial statement or other instrument
               furnished to the Director of the Lender by or on behalf of the
               Company (including, without limitation, the Application)
               contains any untrue statement of a material fact, or omits to
               state a material fact necessary to make the statements contained
               herein or therein not misleading.



                                      -7-

<PAGE>
          (k)  The financial statements of the Company heretofore delivered to
               the Director are true and correct, in all respects, have been
               prepared in accordance with generally accepted accounting
               principles consistently applied, and fairly present the
               financial condition and the results of operation of the Company
               as of the dates thereof. No materially adverse change has
               occurred in the financial condition of the Company reflected
               therein since the respective dates thereof.

          (l)  All proceeds of the Loan shall be used for the payment of
               Allowable Costs relating to Provision of the Project. No part of
               any such proceeds shall be knowingly paid to or retained by the
               Company or any partner, officer, shareholder, director or
               employee of the Company as a fee, kick-back or consideration of
               any type. The Company has no identity of interest with the
               general contractor or any architect, subcontractor, laborer or
               materialman performing work or services or supplying materials
               in connection with the Provision of the Project; provided
               however that certain employees of the Company are anticipated to
               perform services in connection with the Provision of the Project.

          (m)  The Company has a good and marketable title to a fee simple
               interest in the Project Site and Project Facilities subject in
               all cases to no lien, charge, easement, condition, restriction
               or encumbrance except as created by the Loan Documents and the
               Lender Loan Documents, or shown as Permitted Encumbrances under
               the Parity Open-End Mortgage and Security Agreement.

          (n)  Except as disclosed (i) elsewhere in this Agreement and the Loan
               Documents, and (ii) in the title policy pursuant to Section
               3.6(d) hereof, and except as created by the Loan Documents and
               the Lender Loan Documents, and except for utility easements,
               there are no other easements or agreements, including, without
               limitation, parking agreements, encroachment agreements, access
               easements, service agreements and other similar agreements
               affecting the Project.

          (o)  To the best of our knowledge of the Company, the Project Site
               has never contained and does not currently contain nor is it
               contaminated by, any hazardous or toxic waste materials in
               violation of any applicable environmental laws or regulations,
               including, but not limited to Section 103 of the Comprehensive
               Environmental Response, Compensation and Liability Act, 42 USG
               9601 et seq. and Chapter 375 of the Ohio Revised Code; and to
               the best of our knowledge of the Company, no "clean-up" of the
               Project has occurred pursuant to any applicable federal or state
               environmental laws or regulations which would


                                      -8-
<PAGE>
               give rise to (i) liability on the part of any person, entity or
               association to reimburse any governmental authority for the
               costs of any such "clean-up" or (ii) a lien or encumbrance of
               the Project Site.


                                  ARTICLE III

          LOAN; PROVISION OF PROJECT; CONDITIONS TO DISBURSEMENT DATE



          Section 3.1. Loan and Repayment. On the terms and conditions of this
Agreement and the Commitment, the Director shall lend to the Company the Loan
Amount to assist in the financing of the Project. The Loan shall be evidenced
by this Agreement and the Note and secured by the Security Document and other
Loan Documents, as applicable. Those instruments shall be executed and
delivered by the Company to the Director on the Closing Date, concurrently with
the execution and delivery of this Agreement and the delivery of all other
documents and the satisfaction of all other closing conditions required by this
Agreement and the Commitment. The Security Document and other Loan Documents
evidencing or securing the Loan which are to be recorded shall be deposited with
the Escrow Agent pursuant to the Escrow Agreement for filing and recording in
connection with the disbursement of the Loan, or may be filed for record prior
to disbursement if deemed appropriate by the Director. The Loan shall be
disbursed on the Disbursement Date pursuant to Section 3.8 hereof upon the
satisfaction of the conditions set forth in Section 3.6 hereof. The Loan shall
be disbursed only from, and only to the extent that on the Disbursement Date
funds not heretofore committed are available to make the Loan from moneys in
the "Facilities Establishment Fund" created by the Act.

          The terms of repayment of the Loan shall be as set forth in the Note
and the Company shall make all payments required to be made under the Note as
and when due.

          Section 3.2. Provision of Project. The Company (a) has commenced or
shall promptly hereafter commence the Provision of the Project; (b) shall pay
all expenses incurred in such Provision from funds made available therefor in
accordance with this Agreement or otherwise; and (c) shall demand, sue for,
levy and recover all sums of money and debts which may be due and payable under
the terms of any contract, order, receipt, guaranty, warranty, writing or
instruction in connection with the Provision of the Project and will enforce
the terms of any contract, agreement, obligation, bond or other performance
security with respect thereto. The Company confirms its agreement in the
Commitment that all wages paid to laborers and mechanics employed on the
Project shall be paid at not less than the prevailing rates of wages for
laborers and mechanics for the class of work called for by the Project, which
wages shall be determined in accordance with the requirements of Chapter 4115,
Ohio Revised Code, for determination of prevailing wage rates; provided that if
the Company undertakes, as part of the Project work to be performed by its
regular bargaining unit employees



                                      -9-
<PAGE>
who are covered under a collective bargaining agreement which was in existence
prior to the date of the Commitment, the rate of pay provided under the
applicable collective bargaining agreement may be paid to such employees.

          Section 3.3. Plans and Specifications; Inspections. At his option,
the Director may retain, at the Company's expense, an architect, engineer,
appraiser or other consultant for the purpose of approving the Plans and
Specifications, verifying costs and performing inspections as Provision of the
Project progresses. Such inspections or approvals of Plans and Specifications
or the Project Facilities shall impose no responsibility or liability of any
nature upon the Director, the State, their agents, representatives or designees
nor, without limitation, carry any warranty or representation as to the
adequacy or safety of the structures or any of their component parts or any
other physical condition or feature pertaining to the Project Facilities. The
Company shall, at the request of the Director, make periodic reports
(including, if required, submission of updated Cost Certifications) to the
Director concerning the status of completion and the expenditure of costs in
respect thereof.

          The Company may revise the Plans and Specifications from time to
time; provided that no material revision shall be made (a) which would change
the Project Purposes to purposes other than those permitted by the Act; (b)
without obtaining, to the extent required by law, the approval of any
applicable Governmental Authority; and (c) without the prior written approval
of the Director if such revision would change the amounts set forth in the most
recently furnished Cost Certification. In any event, all revisions to the Plans
and Specifications shall be promptly filed with the Director.

          Section 3.4. Company Required to Pay Costs in Event Proceeds
Insufficient. In the event that the proceeds of the Loan and the Lender Loan
are not sufficient to pay all costs of the Project, the Company will,
nonetheless and irrespective of the cause of such deficiency, complete the
Project in accordance with the Plans and Specifications and pay all costs of
such completion in full from its own funds.

          Section 3.5. Completion Date. The Completion Date shall occur not
later than August 1, 1989 and shall be evidenced to the Director by (a) a
certificate of the Company stating the Completion Date, that all licenses,
permits and approvals, including a certificate of occupancy, required by any
Governmental Authority have been procured and/or obtained, and (b) that all
improvements and additions reflected in the Plans and Specifications have been
made, that all costs of providing the Project have been paid and the date as of
which operation of the Project shall commence, which certificate shall be
accompanied by the Final Cost Certification, and if Provision of the Project
entailed construction, by completed Forms AIA-G702 and G703.

          Section 3.6. Conditions to Disbursement. The disbursement of the Loan
shall be made on or before the Disbursement Date, provided



                                      -10-
<PAGE>
the Director shall have received the following on or before the initial
Disbursement Date or on such later date as is hereinafter specifically noted:

          (a)  the executed Note;

          (b)  the items required by Section 3.5 hereof (except that the items
               required by 3.5(b) shall be delivered on or before the Final
               Disbursement Date);

          (c)  prior to each disbursement, an affidavit pursuant to Section
               4115.07, Ohio Revised Code, of each contractor and subcontractor
               which performed work in connection with the Project, prior to
               such Disbursement, certifying as to full compliance with Chapter
               4115, Ohio Revised Code;

          (d)  a paid ALTA loan policy of title insurance issued by the Title
               Company, in the Loan Amount, insuring the Director's interest
               created by the Security Document at the level of priority therein
               stated to be a valid lien on the Project Site (including all
               appurtenances thereto) and the Project Facilities free and clear
               of all defects and encumbrances except as created by the Loan
               Documents and the Lender Loan Documents or consisting of
               Permitted Encumbrances as set forth in the Security Document,
               with such endorsements as the Director may require, which policy
               shall contain:

               (i)    affirmative insurance coverage against mechanic's liens;

               (ii)   no survey exception not theretofore approved by the
                      Director and his legal counsel;

               (iii)  affirmative insurance coverage regarding access,
                      compliance with respect to restrictive covenants and any
                      other matters to which the Director may have objection or
                      require affirmative insurance coverage; and

               (iv)   the results of a UCC search and federal tax lien search in
                      the county(s) wherein the Project is located and the
                      Company has its principal place of business;

               (v)    an endorsement dated the date of each Disbursement
                      updating the policy to the date of such Disbursement;

          (e)  a current (dated not more than sixty (60) days prior to the
               Disbursement Date) as-built survey of the Project Site, prepared
               by a licensed surveyor acceptable to the Director, certified to
               the Director and the Title




                                      -11-



<PAGE>
               Company, pursuant to certificate of survey acceptable to the
               Director, showing:

               (i)    the location of the perimeter of the Project Site by
                      courses and distances with all reference points shown or
                      referred to in the aforesaid title report;

               (ii)   all easements (including those easements whose existence
                      is disclosed by physical inspection of the Project Site),
                      rights-of-way and the location of all utility lines
                      serving the Project Site;

               (iii)  the established building lines;

               (iv)   the full legal description of the Project Site (conforming
                      to the legal description subject to the aforesaid title
                      policy) and a certification as to the acreage and square
                      footage thereof;

               (v)    the highway and street right-of-way lines abutting the
                      Project Site and the width thereof;

               (vi)   encroachments upon the Project Site and the extent thereof
                      in feet and inches;

               (vii)  the Project Facilities and the relation thereof by
                      distances to the perimeter of the Project Site, the
                      established building lines and the street lines; and

               (viii) if the Project Site is described as being a filed map, a
                      legend relating the survey to said map;


          (f)  certification prior to each Disbursement by the Company that its
               representations and warranties made in the Loan Approval
               Documents or Loan Documents remain true, accurate and complete as
               of the Disbursement Date and no default or event which, by
               notice, the passage of time or otherwise, would constitute a
               default, exists under the Loan Documents or the Lender Loan
               Documents;

          (g)  certificate of occupancy;

          (h)  evidence of the liability and property insurance required by the
               Security Document;

          (i)  evidence of zoning compliance;

          (j)  evidence of availability and adequacy of utilities;

          (k)  copies of all building permits;

          (l)  determination of prevailing wage by the Department of Industrial
               Relations and, prior to each Disbursement,


                                      -12-
<PAGE>
               certifications concerning payment of prevailing wages to the
               date thereof;

          (m)  Cost Certifications and a final Cost Certification prior to Final
               Disbursement;

          (n)  the duly executed Security Document;

          (o)  the Plans and Specifications;

          (p)  the Company's Certificate of Corporate Good Standing issued by
               the Secretary of State of the State, dated within ten (10) days
               of the Disbursement Date;

          (q)  certified copies of the resolutions of the Company authorizing
               execution and delivery of all documents with respect to the Loan
               and the Lender Loan;

          (r)  financing statements to evidence and perfect the security
               interests created by the Security Document;

          (s)  certificate of incumbency as to the Company;

          (t)  copies, certified by the Company to be true, correct and
               complete, of the following:

               (i)   the Governing Instruments of the Company; and

               (ii)  the Lender Loan Documents;

          (u)  an opinion of the Company's counsel, which sets forth the
               following:

               (i)    that the Company is a corporation organized and validly
                      existing under the laws of, and in good standing with, the
                      State;

               (ii)   that the Company has power and authority to own its
                      properties and conduct its business;

               (iii)  that the execution of the Loan Documents by the Company
                      does not conflict with the Governing Instruments of the
                      Company;

               (iv)   that the Agreement, the Loan Documents, the Note, Security
                      Document and the Lender Loan Documents have been duly
                      authorized, executed and delivered by the Company and are
                      valid and binding instruments, enforceable against the
                      Company in accordance with their respective terms except
                      as such enforcement may be limited by bankruptcy,
                      insolvency or other laws or equitable principles affecting
                      the enforcement of creditor's rights generally; and that
                      the



                                      -13-
<PAGE>
                      Company has taken all actions necessary to authorize the
                      execution and delivery of the same;

               (v)    that there are no approvals or authorizations of any
                      Governmental Authority necessary or required for the
                      sale, at foreclosure, of the project, including without
                      limitation, subdivision approval, and the Project may be
                      sold separately from any other property  owned by the
                      Company;

               (vi)   to the best of our knowledge and belief after due
                      investigation there are no actions, suits or proceedings,
                      at law or in equity, or before or by any court, public
                      board or body, pending or threatened or affecting the
                      Company or the Project which, if adversely determined,
                      would individually or in the aggregate materially impair
                      the ability of the Company to perform any of its
                      obligations under the Loan Documents or the Lender Loan
                      Documents;

               (vii)  that the use and operation of the Project for its
                      intended purposes comply with all applicable zoning
                      ordinances, regulations and environmental protection laws
                      affecting the Project, and all requirements for such use
                      and operation have been satisfied;

               (viii) to the best of our knowledge and belief the execution of
                      the Loan Documents and the consummation of the
                      transactions contemplated in this Agreement will not
                      result in a breach or violation or default under any
                      judgment, decree, loan, mortgage, agreement, indenture or
                      other instrument applicable to the Company;

               (ix)   to the best of our knowledge and belief, the Company is
                      not in default under any contract, agreement or other
                      instrument by which it is bound, in the payment of any
                      monetary obligation, or with respect to any judgment,
                      order, injunction or regulation of any court or
                      governmental authority, and there exists no condition or
                      event which after notice or lapse of time or both would
                      constitute any such default.

          (v)  evidence satisfactory to the Director that the Project is not
               located in a flood-prone area as defined by the United States
               Department of Housing and Urban Development in the Flood
               Disaster Protection Act of 1973, as amended, or if the Project
               is located in a flood-prone area, that appropriate flood
               insurance or other satisfactory measures have been taken to
               protect the Project from flood damage.



                                      -14-
<PAGE>
          (w)  all licenses and permits required by Governmental Authority;

          (x)  certified list of all contractors and subcontractors (names and
               addresses) who worked on the Project, complete to the date of
               each Disbursement;

          (y)  such other certifications, documents or opinions as the Director
               may reasonably request.


          Section 3.7. Postponement of Final Disbursement Date. At the written
request of the Company setting forth the reasons therefor and received at least
twenty (20) days prior to the Final Disbursement Date, the Director may, but
shall be under no obligation to, postpone the Final Disbursement Date to a
later date. No such postponement will be deemed to have been granted unless
stated in a writing signed by the Director specifying the length of the
extension given. If for any reason the Loan shall not have been disbursed on or
before the Final Disbursement Date or such subsequent date as the Director
shall have specified in writing pursuant to the preceding sentence, the
Director shall have no obligation to make further Disbursements. For purposes of
this Section, time is of the essence.

          Section 3.8. Disbursement of Loan. Not less than ten days prior to
each Disbursement requested by the Company, the Company shall supply the
Director with a written request executed by the Company for a Disbursement,
which request shall set forth the amount sought, shall constitute a covenant
and affirmation of the Company that the warranties and conditions of this
Agreement are being complied with, and that no Event of Default has occurred as
of the Disbursement Date. Each request for a Disbursement shall be accompanied
by a Cost Certification and, in addition, the Director shall receive an
endorsement to the ALTA loan policy of title insurance described in Section
3.6(d) updating said policy to the Disbursement Date, without additional
exceptions or objections except taxes and assessments not currently due and
payable and such other matters as to which the Director may have consented.
Provided the Director is satisfied that the Company has complied with the
foregoing conditions, the Director shall make the Disbursement not to exceed
the Loan Amount by delivering funds directly to the Company or at the direction
of the Company, as determined by the Director in his sole discretion based on
the Cost Certification in accordance with and subject to the following
conditions:

          (a)  The Director shall make no more than four (4) Disbursements with
               respect to the Project, the last of which shall occur not later
               than the Final Disbursement Date, and each Disbursement Date, at
               the Director's option, shall occur on the first day of the
               calendar month following the Company's request for Disbursement
               submitted to the Director;

          (b)  The amount of each Disbursement shall be equal to the lesser of:
               (i) with respect to the initial Disbursement;


                                      -15-
<PAGE>
               the Loan Amount, or (ii) with respect to Disbursements subsequent
               to the initial Disbursement, the Loan Amount less the aggregate
               amount of all prior Disbursements, or (iii) 13.33% of Allowable
               Costs as disclosed by the Cost Certification, but in no event
               shall the Director be obligated to honor a request for
               Disbursement unless the amount thereof is equal to or exceeds
               Two Hundred Fifty Thousand Dollars ($250,000);

          (c)  The Director shall cause the Note to be endorsed on each
               Disbursement Date in the amount of the Disbursement, and
               interest shall accrue thereon commencing as of the Disbursement
               Date.

          Section 3.9. Payment of Costs; Indemnification. The Company shall pay
all costs incident to the Loan, including recording and title fees, title
examination and insurance fees and escrow fees. The Company shall defend,
indemnify and hold the Director and any officials of the State harmless against
any and all loss, cost, expense, claims or actions arising out of or connected
with the execution and delivery of this Agreement or any other Loan Documents
and the preparation of documents relating to the Disbursement of the Loan,
including all aforementioned costs and expenses, regardless of whether or not
the Disbursement of the Loan shall actually occur. The provisions of this
Section will survive the termination of this Agreement.


                                   ARTICLE IV

                      ADDITIONAL COVENANTS AND AGREEMENTS


          Section 4.1. Information Concerning Operations. At the request of the
Director and, in any event, within seventy-five (75) days after the last day of
each fiscal year of the Company beginning with the fiscal year in which the
Completion Date occurs, the Company shall furnish to the Director a report on
Project operations setting forth the total number of employees then employed on
the Project and such other employment, economic and statistical data concerning
the Project as may reasonably be requested by the Director.

          Section 4.2. Affirmative Covenants of the Company. Throughout the
term of this Agreement, the Company shall:

          (a)  Taxes and Assessments. Pay and discharge promptly, or cause to
               be paid and discharged promptly, when due and payable, all taxes,
               assessments and governmental charges or levies imposed upon it,
               its income or any of its property, or upon any part thereof, as
               well as all claims of any kind (including claims for labor,
               materials and supplies) which, if unpaid, might by law become a
               lien or charge upon its property.



                                      -16-
<PAGE>
               Notwithstanding the preceding paragraph, the Company may, at its
               expense and after prior notice to the Director, by appropriate
               proceedings diligently prosecuted, contest in good faith the
               validity or amount of any such taxes, assessments, governmental
               charges, levies and claims and during the period of contest, and
               after notice to the Director, may permit the items so contested
               to remain unpaid. However, if at any time the Director shall
               notify the Company that, in the opinion of legal counsel
               satisfactory to the Director, by nonpayment of any such items the
               lien created by the Security Document as to any part of the
               Project will be materially affected or the Project or any part
               thereof will be subject to imminent loss or forfeiture, the
               Mortgagor shall promptly pay such taxes, assessments, charges,
               levies or claims.

          (b)  Maintain Existence. Do or cause to be done all things necessary
               to preserve and keep in full force and effect its existence and
               its material rights and franchises.

          (c)  Maintain Property. Maintain and keep its property in good
               repair, working order and condition, and from time to time make
               all repairs, renewals and replacements which, in the opinion of
               the Company, are necessary and proper so that the business
               carried on in connection therewith may be properly and
               advantageously conducted at all times; provided, however, that
               nothing in this subsection (c) shall prevent the Company from
               selling or otherwise disposing of any property whenever, in the
               good faith judgment of the Company, such property is obsolete,
               worn out, without economic value or unnecessary for the conduct
               of the business of the Company.

          (d)  Maintain Insurance. Keep all of its insurable property insured
               against loss or damage by fire and other risks, maintain public
               liability insurance against claims for personal injury, death,
               or property damage suffered by others upon, in or about any
               premises occupied by the Company; and maintain all such worker's
               compensation or similar insurance as may be required under the
               laws of any state or jurisdiction in which it may be engaged in
               business.  All insurance for which provision has been made in
               this subsection (d) shall be maintained against such risks and
               in at least such amounts as such insurance is usually carried by
               persons engaged in the same or similar businesses, and all
               insurance herein provided for shall be effected and maintained
               in force under a policy or policies issued by insurers of
               recognized responsibility, except that it may effect worker's
               compensation or similar insurance in respect of operations in
               any state or other jurisdiction either through an insurance fund
               operated by such state or other jurisdiction or by causing to be
               maintained a system or systems of


                                      -17-

<PAGE>
               self-insurance which is in accordance with applicable law.

          (e)  Furnish Information. Furnish to the Director:

               (i)    Quarterly Reports. Within sixty (60) days after the end of
                      each quarterly period of each fiscal year of the Company,
                      the balance sheet of the Company as at the end of such
                      quarterly period, together with related statements of
                      income and retained earnings (or accumulated deficit) and
                      changes in financial position for such quarterly period,
                      setting forth in comparative form the corresponding
                      figures as at the end of or for the corresponding quarter
                      of the previous fiscal year, all in reasonable detail,
                      prepared in accordance with generally accepted accounting
                      principles applied on a consistent basis, subject to usual
                      year-end audit adjustments.

               (ii)   Annual Reports. Within one hundred twenty (120) days
                      after the last day of each fiscal year of the Company, a
                      copy of its audit report containing a balance sheet of
                      the Company as at the end of such fiscal year, together
                      with related statements of income and retained earnings
                      (or accumulated deficit) and changes in financial
                      position for such fiscal year, setting forth in
                      comparative form the corresponding figures as at the end
                      of or for the previous fiscal year, all in reasonable
                      detail and all examined by and accompanied by a review
                      letter or opinion of its independent certified public
                      accountants to the effect that such financial statements
                      were prepared in accordance with the generally accepted
                      accounting principles consistently applied, and present
                      fairly the Company's financial position at the close of
                      such periods and the results of its operations for such
                      periods.

               (iii)  Certificate; No Default. With the financial reports
                      required to be furnished under this Section, a certificate
                      of the Company's chief executive officer or chief
                      financial officer stating that (a) no Event of Default has
                      occurred and is continuing and no event or circumstance
                      which would constitute an Event of Default, but for the
                      requirement that notice be given or time elapse or both,
                      has occurred and is continuing, or, if such an Event of
                      Default or such event or circumstance has occurred and is
                      continuing, a statement as to the nature thereof and the
                      action which the Company proposes to take with respect
                      thereto, and that (b) no action, suit or proceeding by it
                      or against it at law or in equity, or before any
                      governmental instrumentality or



                                      -18-
<PAGE>
                      agency, is pending or threatened, which, if adversely
                      determined, would materially impair the right or ability
                      of the Company to carry on the business which is
                      contemplated in connection with the Project or would
                      materially impair the right or ability of the Company to
                      perform the transactions contemplated by this Agreement
                      or the other Loan Documents or would materially and
                      adversely affect its business, operations, properties,
                      assets or condition, all as of the date of such
                      certificate, except as disclosed in such certificate.

               (iv)   Other Information. Such other information respecting the
                      business, properties or the condition or operations,
                      financial or otherwise, of the Company as the Director
                      may reasonably request.

          (f)  Deliver Notice. Forthwith upon learning of any of the following,
               deliver written notice thereof to the Director, describing the
               same and the steps being taken by the Company with respect
               thereto:

               (i)    the occurrence of an Event of Default or an event or
                      circumstance which would constitute an Event of Default,
                      but for the requirement that notice be given or time
                      elapse or both, or

               (ii)   any action, suit or proceeding by it or against it at law
                      or in equity, or before any governmental instrumentality
                      or agency, instituted or threatened which, if adversely
                      determined, would materially impair the right or ability
                      of the Company to carry on the business which is
                      contemplated in connection with the Project or would
                      materially impair the right or ability of the Company to
                      perform the transactions contemplated by the Loan
                      Documents, or would materially and adversely affect its
                      business, operations, properties, assets or condition, or

               (iii)  the occurrence of a Reportable Event, as defined in the
                      Employee Retirement Income Security Act of 1974, as
                      amended ("ERISA"), under, or the institution of steps by
                      the Company to withdraw from, or the institution of any
                      steps to terminate, any employee benefit plan as to which
                      the Company may have liability.


          (g)  Inspection Rights. At any reasonable time and from time to time,
               permit the Director, or any agents or representatives thereof,
               to examine and make copies of and abstract from the records and
               books of account of, and visit the properties of, the Company
               and discuss the general business affairs of the Company with any
               of its


                                      -19-
<PAGE>
               officers; provided, however, that the Company reserves the right
               to restrict access to any of its facilities in accordance with
               reasonably adopted procedures relating to safety and security.

          Section 4.3. Negative Covenants of the Company. Throughout the term of
this Agreement, the Company shall not:

          (a)  Maintain Existence. Sell, transfer or otherwise dispose of all,
               or substantially all, of its assets, consolidate with or merge
               into any other entity, or permit one or more entities to
               consolidate with or merge into it; provided, however, that the
               Company may, without violating the agreement contained in this
               subsection (a), consolidate with or merge into another
               corporation, or sell, transfer or otherwise dispose of all, or
               substantially all, of assets as a corporation and thereafter
               dissolve, if: (i) the prior written consent of the Director is
               obtained; (ii) the surviving, resulting or transferee
               corporation, as the case may be, assumes in writing all of the
               obligations of the Company hereunder (if such surviving,
               resulting or transferee corporation is other than the Company);
               and (iii) the surviving, resulting or transferee corporation, as
               the case may be, is a corporation duly organized and validly
               existing under the laws of the State or duly qualified to do
               business therein, and has a net worth of not less than that of
               the Company immediately prior to such disposition, consolidation
               or merger, transfer or change of form.

          (b)  ERISA. Voluntarily terminate any employee benefit plan or other
               plan (a "Plan") maintained for employees of the Company and
               covered by Title IV of ERISA, so as to result in any material
               liability of the Company to the Pension Benefit Guaranty
               Corporation ("PBGC"), enter into any Prohibited Transaction (as
               defined in Section 4975 of the Internal Revenue Code of 1954, as
               amended, and in ERISA) involving any Plan which results in any
               material liability of the Company to the PBGC, cause any
               occurrence of any Reportable Event (as defined in Title IV of
               ERISA) which results in any material liability of it to the
               PBGC, or allow or suffer to exist any other event or condition
               which results in any material liability of the Company to the
               PBGC.

          (c)  Agreements. Enter into any agreement containing any provisions
               which would be violated or breached by the performance of its
               obligations hereunder or under any instrument or document
               delivered or to be delivered by it hereunder or in connection
               herewith.


                                      -20-
<PAGE>
     (d)  Assignment or Lease. In whole or in part, assign this Agreement or
          lease or grant the right to occupy or use the Project to others,
          without the prior written consent of the Director.

     (e)  Without the prior written consent of the Director,

          (i)   Suspension of Operation. Suspend or discontinue operation of the
                Project.

          (ii)  Removal of Assets. Remove, transfer or transport any of the
                Company's assets that are subject to the Security Document from
                the State other than the operation of motor vehicles, the
                shipment of goods in the ordinary course of business or the sale
                of assets in the ordinary course of business.

                                   ARTICLE V

                  EVENTS OF DEFAULT AND REMEDIES; TERMINATION

     Section 5.1. Events of Default. Each of the following shall be an "Event
of Default":

     (a)  The Company shall fail to pay any amount payable pursuant to this
          Agreement on the date on which such payment is due and payable or
          under the Note within ten (10) days after the date on which such
          payment is due and payable; or

     (b)  The Company shall fail to observe and perform any agreement, term or
          condition contained in this Agreement other than as required pursuant
          to subsection (a) above, and such failure continues for a period as
          the Director may agree to in writing; provided, that if the failure is
          of such nature that it can be corrected but not within the applicable
          period, such failure shall not constitute an Event of Default so long
          as the Company institutes curative action within the applicable period
          and diligently pursues such action to completion; or

     (c)  Any representation or warranty made by the Company (or any of its
          officers) herein or in any other Loan Documents, Loan Approval
          Documents or Lender Loan Documents or in connection herewith or
          therewith shall prove to have been incorrect in any material respect
          when made; or

     (d)  The Company shall fail to pay any indebtedness of the Company in
          excess of Fifty Thousand Dollars ($50,000), or any interest or
          premium thereon, when due (whether by scheduled maturity, required
          prepayment, by acceleration,

                                      -21-
<PAGE>
          on demand or otherwise) and such failure shall continue after the
          applicable grace period, if any, specified in the agreement or
          instrument relating to such indebtedness or otherwise agreed upon by
          the holder of such indebtedness; or any other default under any
          agreement or instrument relating to any such indebtedness, or any
          other event, shall occur and shall continue after the applicable grace
          period, if any, specified in such agreement or instrument, if the
          effect of such default or event is to accelerate the maturity of such
          indebtedness; or any such indebtedness shall be declared to be due and
          payable, or required to be prepaid (other than by a regularly
          scheduled required prepayment), prior to the stated maturity thereof;
          provided that, the foregoing shall not be deemed to be an Event of
          Default if, at the Company's expense and after prior notice to the
          Director, by appropriate proceedings diligently prosecuted, the
          Company contests in good faith the validity or amount of any of the
          foregoing items and during the period of contest, and after notice to
          the Director, may permit the items so contested to remain unpaid;
          provided further that, if at any time the Director, in his sole
          discretion, shall instruct the Company to pay any such items and such
          items are not paid within three (3) days after notice from the
          Director, such failure to pay shall be an Event of Default hereunder;
          and or

     (e)  The Company commences a voluntary case concerning it under Title II of
          the United States Code entitled "Bankruptcy" as now or hereafter in
          effect, or any successor thereto (the "Bankruptcy Code"); or an
          involuntary case is commenced against the Company under the Bankruptcy
          Code and relief is ordered against the Company, or the petition is
          controverted but is not dismissed within sixty (60) days after the
          commencement of the case; or the Company is not generally paying its
          debt as such debts become due; or a custodian (as defined in the
          Bankruptcy Code) is appointed for, or takes charge of, all or
          substantially all of the property of the Company; or the Company
          commences any other proceeding under any reorganization, arrangement,
          readjustment of debt, relief of debtors, dissolution, insolvency or
          liquidation or similar law of any jurisdiction whether now or
          hereafter in effect; or there is commenced against the Company any
          such proceeding which remains undismissed for a period of sixty (60)
          days; or the Company is adjudicated insolvent or bankrupt; or the
          Company fails to controvert in a timely manner any such case under the
          Bankruptcy Code or any such proceeding any such case or proceeding or
          in the appointment of any custodian or the like of or for it or any
          substantial part of its property or suffers any such appointment to
          continue undischarged or unstayed for a

                                      -22-
<PAGE>
          period of sixty (60) days; or the Company makes a general assignment
          for the benefit of creditors; or any action is taken by the Company
          for the purpose of effecting any of the foregoing; or a receiver or
          trustee or any other officer or representative of the court or of
          creditors, or any court, governmental officer or agency, shall under
          color of legal authority, take and hold possession of any substantial
          part of the property or assets of the Company for a period in excess
          of sixty (60) days; or

     (f)  A judgment or order for the payment of money in excess of Fifty
          Thousand Dollars ($50,000.00) shall be rendered against the Company
          and either (i) enforcement proceedings shall have been commenced by
          any creditor upon such judgment or order or (ii) there shall be any
          period of thirty (30) consecutive days during which a stay of
          enforcement of such judgment or order, by reason of a pending appeal
          or otherwise, shall not be in effect; or

     (g)  Any default under the Note, the Security Document or any other Loan
          Document or Lender Loan Documents shall have occurred and be
          continued; or

     (h)  The Company fails to meet its minimum funding requirements under
          Section 301 et seq. of ERISA, with respect to any of its Plans.

     Section 5.2. Remedies on Default. Whenever an Event of Default shall have
happened and be subsisting, any one or more of the following remedial steps may
be taken:

     (a)  If the Loan has not been disbursed, the Director may terminate any and
          all of its obligations under this Agreement and the Commitment;

     (b)  The Director may declare all payments under the Note to be immediately
          due and payable, whereupon the same shall become immediately due and
          payable;

     (c)  The Director may exercise any or all or any combination of the
          remedies specified in Section 6.3 of the Open-End Parity Mortgage and
          Security Agreement or in any other Loan Documents;

     (d)  The Director may have access to, inspect, examine and make copies of
          the books and records accounts and financial data of the Company; or

     (e)  The Director may pursue all remedies now or hereafter existing at law
          or in equity to collect all amounts then due and thereafter to become
          due under this Agreement, the Security Document, the Note or any other
          Loan Documents, or to enforce the performance and observance of

                                      -23-

<PAGE>
          any other obligation or agreement of the Company under the Loan
          Documents.

     Section 5.3. No Remedy Exclusive. No remedy conferred upon or reserved to
the Director by this Agreement is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this
Agreement, each other Loan Document, or now or hereafter existing at law, in
equity or by statute. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient. In order to entitle
the Director to exercise any remedy reserved to it in this Article, it shall
not be necessary to give any notice, other than such notice as may be expressly
provided for herein or required by law.

     Section 5.4. Agreement to Pay Attorneys' Fees and Expenses. If an Event of
Default shall occur and the Director shall incur expenses, including attorney's
fees, in connection with the enforcement of this Agreement, or any other Loan
Document, or the collection of sums due thereunder, the Company shall reimburse
the Director for the expenses so incurred upon demand. If any such expenses are
not so reimbursed, the amount thereof, together with interest thereon from the
date of demand for payment at the Interest Rate for Advances (as defined in the
Security Document), shall constitute indebtedness secured by the Security
Document, and in any action brought to collect such indebtedness or to
foreclose or enforce the Security Document, the Director shall be entitled to
seek the recovery of such expenses in such action.

     Section 5.5. No Waiver. No failure by the Director to insist upon the
strict performance by the Company of any provision hereof shall constitute a
waiver of his right to strict performance and no express waiver shall be deemed
to apply to any other existing or subsequent right to remedy the failure by the
Company to observe or comply with any provision hereof.

                                   ARTICLE VI

                                 MISCELLANEOUS

     Section 6.1. Term of Agreement. This Agreement shall be and remain in full
force and effect from the date of its delivery until (a) the termination of
this Agreement pursuant to Section 5.2(a) hereof or (b) such time as the Loan
shall have been fully repaid and all other sums payable to the Company under
this Agreement, the Security Document, the Note and the other Loan Documents
shall have been paid.

     Section 6.2. Notices. All notices, certificates, requests or the
communications hereunder shall be in writing and shall be deemed to be
sufficiently given when mailed by registered or certified mail, postage
prepaid, and addressed to the appropriate Notice Address. The

                                      -24-
<PAGE>
Company or the Director may, by notice given hereunder, designate any further
or different addresses to which subsequent notices, certificates, requests or
other communications shall be sent.

     Section 6.3. Extent of Covenants of the Director; No Personal Liability.
All covenants, obligations and agreements of the Director contained in this
Agreement shall be effective to the extent authorized and permitted by
applicable law. No such covenant, obligation or agreement shall be deemed to be
a covenant, obligation or agreement of any present or future Director in other
than his official capacity acting pursuant to the Act.

     Section 6.4. Binding Effect. This Agreement shall incure to the benefit of
and shall be binding in accordance with its terms upon the Director, the
Company and their respective successors and assigns.

     Section 6.5. Amendments and Supplements. This Agreement may not be amended
or supplemented except by an instrument in writing executed by the Director and
the Company.

     Section 6.6. Execution Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original and all
of which shall constitute but one and the same instrument.

     Section 6.7. Severability. If any provision of this Agreement, or any
covenant, obligation or agreement contained herein is determined by a court to
be invalid or unenforceable, such determination shall not affect any other
provision, covenant, obligation or agreement, each of which shall be construed
and enforced as if such invalid or unenforceable portion were not contained
herein. Such invalidity or unenforceability shall not affect any valid and
enforceable application thereof, and each such provision, covenant, obligation
or agreement, shall be deemed to be effective, operative, made, entered into or
taken in the manner and to the full extent permitted by law.

     Section 6.8. Captions. The captions and headings in this Agreement shall
be solely for convenience of reference and shall in no way define, limit or
describe the scope or intent of any provisions or Sections of this Agreement.

     Section 6.9. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the State and for all purposes shall be
governed by and construed in accordance with the laws of the State.

                           [Signatures on next page]

                                      -25-
<PAGE>
          IN WITNESS WHEREOF, this Agreement has been executed and delivered all
as of the date hereinbefore written.


                                        DIRECTOR OF DEVELOPMENT OF THE
                                          STATE OF OHIO, ACTING ON BEHALF
                                          OF THE STATE





                                        By:     /s/ Mark Barbash
                                            -------------------------
                                                  Mark Barbash
                                                  Deputy Director



                                        LESCO, INC., an Ohio corporation





                                        By: /s/
                                            ------------------------
                                            Title: Exec. V.P.





                                      -26-