Master Demand Business Loan Note

Due on Demand                                      $2,500,000.00

No. ___________________                            Date:   June 21, 1999

Promise to Pay.  For value received, Alternate Marketing Networks, Inc. (the
"Borrower") promises to pay On Demand to Bank One, Michigan (the "Bank"), or
order, at any office of the Bank in the State of Michigan, the sum of TWO
MILLION FIVE HUNDRED THOUSAND AND NO/100  DOLLARS ($2,500,000.00), or such
lesser sum as is indicated on Bank records, plus interest computed on the
basis of the actual number of days elapsed in a year of 360 days at the rate
of:

     1/2 % per annum above the rate announced from time to time by the Bank as
     its "prime" rate (the "Note Rate"), which rate may not be the lowest rate
     charged by the Bank to any of its customers, until maturity, whether by
     demand, acceleration or otherwise, and at the rate of 3% per annum above
     the Note Rate on overdue principal from the date when due until paid.
     Each change in the "prime" rate will immediately change the Note Rate.

In no event shall the interest rate exceed the maximum rate allowed by law;
any interest payment which would for any reason be deemed unlawful under
applicable law shall be applied to principal.

Interest will be computed on the unpaid principal balance from the date of
each borrowing.

The Borrower will pay this sum on demand.  Until demand, the Borrower will pay
consecutive monthly installments of interest only commencing July 31, 1999.

Late Fee.  If any payment is not received by the Bank within fifteen days
after its due date, the Bank may assess and the Borrower agrees to pay a late
fee equal to the lesser of five percent of the past due amount or $350.00.

Master Demand Note. The Bank has authorized a discretionary credit facility to
the Borrower in a principal amount not to exceed the face amount of this note.
The credit facility is in the form of loans made from time to time by the Bank
to the Borrower at the Bank's sole discretion.  This note evidences the
Borrower's obligation to repay those loans.  The aggregate principal amount of
debt evidenced by this note shall be the amount reflected from time to time in
the records of the Bank but shall not exceed the face amount of this note.
The Borrower acknowledges and agrees that no provision of this note and no
course of dealing by the Bank shall commit the Bank to make loans to the
Borrower and that notwithstanding any provision of this note or any other
instrument or document, all loans evidenced by this note are due and payable
on demand, which may be made by the Bank at any time, whether or not any event
of acceleration then exists.

Credit Agreement.  This note evidences a debt under the terms of a Credit
Authorization Agreement between the Bank and the Borrower dated of even date,
and any amendments.

Security.  To secure the payment of this note and any other present or future
liability of the Borrower, whether several, joint, or joint and several, the
Borrower pledges and grants to the Bank a continuing security interest in the
following described property and all of its additions, substitutions,
increments, proceeds and products, whether now owned or later acquired
("Collateral"):

1.  All securities and other property of the Borrower in the custody,
    possession or control of the Bank (other than property held by the Bank
    solely in a fiduciary capacity);
2.  All property or securities declared or acknowledged to constitute security
    for any past, present or future liability of the Borrower to the Bank;
3.  All balances of deposit accounts of the Borrower with the Bank;
4.  The following additional property: Accounts Receivable of Borrower and
    Guarantors as defined in the Credit Agreement.

Bank's Right to Setoff.  The Bank shall have the right at any time to apply
its own debt or liability to the Borrower or to any other party liable on this
note in whole or partial payment of this note or other present or future
liabilities, without any requirement of mutual maturity.

Representations by Borrower.  Each Borrower represents:  (a) that the
execution and delivery of this note and the performance of the obligations it
imposes do not violate any law, conflict with any agreement by which it is
bound, or require the consent or approval of any governmental authority or any
third party; (b) that this note is a valid and binding agreement, enforceable
according to its terms; and (c) that all balance sheets, profit and loss
statements, and other financial statements furnished to the Bank are accurate
and fairly reflect the financial condition of the organizations and persons to
which they apply on their effective dates, including contingent liabilities of
every type, which financial condition has not changed materially and adversely
since those dates.  Each Borrower, other than a natural person, further
represents:  (a) that it is duly organized, existing and in good standing
pursuant to the laws under which it is organized; and (b) that the execution
and delivery of this note and the performance of the obligations it imposes
(i) are within its powers and have been duly authorized by all necessary
action of its governing body; and (ii) do not contravene the terms of its
articles of incorporation or organization, its by laws, or any partnership,
operating or other agreement governing its affairs.

Events of Default/Acceleration.  If any of the following events occurs, this
note shall be due immediately without notice at the Bank's option whether or
not the Bank has made demand.
1.  The Borrower or any guarantor of this note ("Guarantor") fails to pay when
    due any amount payable under this note or under any agreement or
    instrument evidencing debt to any creditor;
2.  The Borrower or any Guarantor (a) fails to observe or perform any other
    term of this note; (b) makes any materially incorrect or misleading
    representation, warranty, or certificate to the Bank; (c) makes any
    materially incorrect or misleading representation in any financial
    statement or other information delivered to the Bank; or (d) defaults
    under the terms of any agreement or instrument relating to any debt for
    borrowed money (other than the debt evidenced by this note) such that the
    creditor declares the debt due before its maturity;
3.  There is a default under the terms of any loan agreement, mortgage,
    security agreement, or any other document executed as part of the loan
    evidenced by this note, or any guaranty of the loan evidenced by this note
    becomes unenforceable in whole or in part, or any Guarantor fails to
    promptly perform under its guaranty;
4.  A "reportable event" (as defined in the Employee Retirement Income
    Security Act of 1974 as amended) occurs that would permit the Pension
    Benefit Guaranty Corporation to terminate any employee benefit plan of the
    Borrower or any affiliate of the Borrower;
5.  The Borrower or any Guarantor becomes insolvent or unable to pay its debts
    as they become due;
6.  The Borrower or any Guarantor (a) makes an assignment for the benefit of
    creditors; (b) consents to the appointment of a custodian, receiver, or
    trustee for itself or for a substantial part of its assets; or (c)
    commences any proceeding under any bankruptcy, reorganization,
    liquidation, insolvency or similar laws of any jurisdiction;
7.  A custodian, receiver, or trustee is appointed for the Borrower or any
    Guarantor or for a substantial part of its assets without the consent of
    the party against which the appointment is made and is not removed within
    60 days after such appointment;
8.  Proceedings are commenced against the Borrower or any Guarantor under any
    bankruptcy, reorganization, liquidation, or similar laws of any
    jurisdiction, and such proceedings remain undismissed for 60 days after
    commencement; or the Borrower or Guarantor consents to the commencement of
    such proceedings;
9.  Any judgment is entered against the Borrower or any Guarantor, or any
    attachment, levy, or garnishment is issued against any property of the
    Borrower or any Guarantor;
10. The Borrower or any Guarantor dies;
11. The Borrower or any Guarantor, without the Bank's written consent, (a) is
    dissolved, (b) merges or consolidates with any third party, (c) leases,
    sells or otherwise conveys a material part of its assets or business
    outside the ordinary course of business, (d) leases, purchases or
    otherwise acquires a material part of the assets of any other corporation
    or business entity except in the ordinary course of business, or (e)
    agrees to do any of the foregoing (notwithstanding the foregoing, any
    subsidiary may merge or consolidate with any other subsidiary, or with the
    Borrower so long as the Borrower is the survivor);
12. The loan-to-value ratio of any pledged securities at any time exceeds
    %, and such excess continues for five (5) days after notice from the Bank
    to the Borrower;
13. There is a substantial change in the existing or prospective financial
    condition of the Borrower or any Guarantor which the Bank in good faith
    determines to be materially adverse;
14. The Bank in good faith deems itself insecure.

Remedies.  If this note is not paid at maturity, whether by acceleration or
otherwise, the Bank shall have all of the rights and remedies provided by any
law or agreement.  Any requirement of reasonable notice shall be met if the
Bank sends the notice to the Borrower at least seven (7) days prior to the
date of sale, disposition or other event giving rise to the required notice.
The Bank is authorized to cause all or any part of the Collateral to be
transferred to or registered in its name or in the name of any other person,
firm or corporation, with or without designation of the capacity of such
nominee.  The Borrower shall be liable for any deficiency remaining after
disposition of any Collateral.  The Borrower is liable to the Bank for all
reasonable costs and expenses of every kind incurred in the making or
collection of this note, including, without limitation, reasonable attorneys'
fees and court costs.  These costs and expenses shall include, without
limitation, any costs or expenses incurred by the Bank in any bankruptcy,
reorganization, insolvency or other similar proceeding.

Waiver.  Each endorser and any other party liable on this note severally
waives demand, presentment, notice of dishonor and protest, and consents to
any extension or postponement of time of its payment without limit as to the
number or period, to any substitution, exchange or release of all or part of
the Collateral, to the addition of any party, and to the release or discharge
of, or suspension of any rights and remedies against, any person who may be
liable for the payment of this note.  No delay on the part of the Bank in the
exercise of any right or remedy shall operate as a waiver.  No single or
partial exercise by the Bank of any right or remedy shall preclude any other
future exercise of it or the exercise of any other right or remedy.  No waiver
or indulgence by the Bank of any default shall be effective unless in writing
and signed by the Bank, nor shall a waiver on one occasion be construed as a
bar to or waiver of that right on any future occasion.

Miscellaneous.  The Borrower, if more than one, shall be jointly and severally
liable, and the term "Borrower" shall mean any one or more of them.  This note
shall be binding on the Borrower and its successors, and shall inure to the
benefit of the Bank, its successors and assigns.  Any reference to the Bank
shall include any holder of this note.  This note is delivered in the State of
Michigan and governed by Michigan law.  Section headings are for convenience
of reference only and shall not affect the interpretation of this note.

Waiver of Jury Trial.  The Bank and the Borrower knowingly and voluntarily
waive any right either of them have to a trial by jury in any proceeding
(whether sounding in contract or tort) which is in any way connected with this
or any related agreement, or the relationship established under them.  This
provision may only be modified in a written instrument executed by the Bank
and the Borrower.

Address:                              Borrower:

One Ionia, S.W.                       Alternate Marketing Networks, Inc.
Suite 300
Grand Rapids, MI  49503-4145          By:/s/Sandra J. Smith
___________________________________   Sandra J. Smith, Chief Financial Officer

Credit Authorization Agreement

Bank One, Michigan (the "Bank"), whose address is 611 Woodward Avenue,
Detroit, Michigan 48226-3947, has approved the credit facilities listed below
(collectively, the "Credit Facilities," and individually, as designated below)
to Alternate Marketing Networks, Inc. (the "Borrower"), whose address is One
Ionia, S.W., Suite 300, Grand Rapids, MI 49503-4145, subject to the terms and
conditions set forth in this agreement.

1.0  Credit Facilities.

     1.1 Uncommitted Credit Authorizations.  The Bank has approved the
         uncommitted credit authorizations listed below (collectively, the
         "Credit Authorizations," and individually, as designated below)
         subject to the terms and conditions of this agreement and the Bank's
         continuing satisfaction with the Borrower's financial status.
         Disbursements under the Credit Authorizations are solely at the
         Bank's discretion.  Any disbursement on one or more occasions shall
         not commit the Bank to make any subsequent disbursement.

         A. Facility A.  The Bank has approved an uncommitted Credit
            Authorization to the Borrower in the principal sum not to exceed
            $2,500,000.00 in the aggregate at any one time outstanding
            ("Facility A").  Credit under Facility A shall be in the form of
            disbursements evidenced by credits to the Borrower's account and
            shall be repayable as set forth in a Master Demand Note executed
            concurrently (referred to in this agreement both singularly and
            together with any other promissory notes referenced in this
            Section 1 as the "Notes").  The proceeds of Facility A shall be
            used for the following purpose: working capital.  Facility A shall
            expire on June 30, 2000 unless earlier withdrawn.

2.0  Conditions Precedent.

     2.1 Conditions Precedent to Initial Extension of Credit.  Before the
         first extension of credit under this agreement, whether by
         disbursement of a loan, issuance of a letter of credit, the funding
         of a Lease or otherwise, the Borrower shall deliver to the Bank, in
         form and substance satisfactory to the Bank:

         A. Loan Documents.  The Notes, and if applicable, the Leases, the
            letter of credit applications, the security agreement, financing
            statements, mortgage, guaranties, subordination agreements and any
            other loan documents which the Bank may reasonably require to give
            effect to the transactions described by this agreement;

         B. Evidence of Due Organization and Good Standing.  Evidence
            satisfactory to the Bank of the due organization and good standing
            of the Borrower and every other business entity that is a party to
            this agreement or any other loan document required by this
            agreement;

         C. Evidence of Authority to Enter into Loan Documents.  Evidence
            satisfactory to the Bank that (i) each party to this agreement and
            any other loan document required by this agreement is authorized
            to enter into the transactions described by this agreement and the
            other loan documents, and (ii) the person signing on behalf of
            each party is authorized to do so; and
         D. Year 2000 Assessment.  If requested by the Bank, information
            satisfactory to the Bank regarding the Borrower's plan for
            addressing Year 2000 issues.  "Year 2000 Issues" means anticipated
            costs, problems and uncertainties associated with the inability of
            certain computer applications to effectively handle data including
            dates on and after January 1, 2000, as such inability affects the
            business, operations, and financial condition of the Borrower and
            of the Borrower's material customers, suppliers and vendors.

     2.2 Conditions Precedent to Each Extension of Credit.   Before any
         extension of credit under this agreement, whether by disbursement of
         a loan, issuance of a letter of credit, the funding of a Lease or
         otherwise, the following conditions shall have been satisfied:

         A. Representations.  The Representations contained in this agreement
            shall be true on and as of the date of the extension of credit;

         B. No Event of Acceleration.  No event of acceleration shall have
            occurred and be continuing or would result from the extension of
            credit;

         C. Continued Satisfaction.  The Bank shall have remained satisfied
            with the Borrower's managerial and financial status;

         D. Additional Approvals, Opinions, and Documents.  The Bank shall
            have received such other approvals, opinions and documents as it
            may reasonably request.

3.0  Borrowing Base/Annual Pay Down.

     3.1 Borrowing Base. Notwithstanding any other provision of this
         agreement, the aggregate principal amount outstanding at any one time
         under Facility A shall not exceed the lesser of the Borrowing Base or
         $2,500,000.  Borrowing Base means:

         A. 70% of the Borrower's and Guarantors' trade accounts receivable in
            which the Bank has a perfected, first priority security interest,
            excluding accounts more than 90 days past due from the date of
            invoice, accounts subject to offset or defense, government,
            bonded, affiliate and foreign accounts, accounts from trade
            debtors of which more than 50% of the aggregate amount owing from
            the trade debtor to the Borrower is more than 90 days past due,
            and accounts otherwise unacceptable to the Bank.

4.0  Fees and Expenses.

     4.1 Out-of-Pocket Expenses.  The Borrower shall reimburse the Bank for
         its out-of-pocket expenses and reasonable attorney's fees (including
         the fees of in-house counsel) allocated to the Credit Facilities.

5.0  Security.

     5.1 Payment of the borrowings and all other obligations under the Credit
         Facilities shall be secured by a first security interest and/or real
         estate mortgage, as the case may be, covering the following property
         and all its additions, substitutions, increments, proceeds and
         products, whether now owned or later acquired ("Collateral"):

         A. Accounts Receivable. All of the Borrower's and Guarantors'
            accounts, chattel paper, general intangibles, instruments, and
            documents (as those terms are defined in the Michigan Uniform
            Commercial Code), rights to refunds of taxes paid at any time to
            any governmental entity, and any letters of credit and drafts
            under them given in support of the foregoing, wherever located.
            The Borrower shall deliver to the Bank executed security
            agreements and financing statements in form and substance
            satisfactory to the Bank.

     5.2 No forbearance or extension of time granted any subsequent owner of
         the Collateral shall release the Borrower from liability.

     5.3 Additional Collateral/Setoff. To further secure payment of the
         borrowings and all other obligations under the Credit Facilities and
         all of the Borrower's other liabilities to the Bank, the Borrower
         grants to the Bank a continuing security interest in: (i) all
         securities and other property of the Borrower in the custody,
         possession or control of the Bank (other than property held by the
         Bank solely in a fiduciary capacity) and (ii) all balances of deposit
         accounts of the Borrower with the Bank. The Bank shall have the right
         at any time to apply its own debt or liability to the Borrower, or to
         any other party liable for payment of the obligations under the
         Credit Facilities, in whole or partial payment of such obligations or
         other present or future liabilities, without any requirement of
         mutual maturity.

     5.4 Cross Lien. Any of the Borrower's other property in which the Bank
         has a security interest to secure payment of any other debt, whether
         absolute, contingent, direct or indirect, including the Borrower's
         guaranties of the debts of others, shall also secure payment of and
         be part of the Collateral for the Credit Facilities.

6.0  Guaranties. Payment of the Borrower's obligations under the Credit
     Facilities shall be guaranteed by National Home Delivery, Inc. and
     Alternate Postal Direct, Inc., by execution of the Bank's form of
     guaranty agreement. The liability of the guarantors, if more than one,
     shall be joint and several.

7.0  Subordination. Reserved.

8.0  Affirmative Covenants. So long as any debt or obligation remains
     outstanding under the Credit Facilities, the Borrower, and each of its
     subsidiaries, if any, shall:

     8.1  Insurance. Maintain insurance with financially sound and reputable
          insurers covering its properties and business against those
          casualties and contingencies and in the types and amounts as shall
          be in accordance with sound business and industry practices.

     8.2  Existence. Maintain its existence and business operations as
          presently in effect in accordance with all applicable laws and
          regulations, pay its debts and obligations when due under normal
          terms, and pay on or before their due date, all taxes, assessments,
          fees and other governmental monetary obligations, except as they may
          be contested in good faith if they have been properly reflected on
          its books and, at the Bank's request, adequate funds or security has
          been pledged to insure payment.
     8.3  Financial Records. Maintain proper books and records of account, in
          accordance with generally accepted accounting principles where
          applicable, and consistent with financial statements previously
          submitted to the Bank. The Bank retains the right to inspect the
          Collateral and business records related to it at such times and at
          such intervals as the Bank may reasonably require.

     8.4  Notice. Give prompt notice to the Bank of the occurrence of (i) any
          Event of Acceleration, and (ii) any other development, financial or
          otherwise, which would affect the Borrower's business, properties or
          affairs in a materially adverse manner.

     8.5  Collateral Audits.  Reserved.

     8.6  Management.  Reserved.

     8.7  Financial Reports. Furnish to the Bank whatever information, books,
          and records the Bank may reasonably request, including at a minimum:
          If the Borrower has subsidiaries, all financial statements required
          will be provided on a consolidated and on a separate basis.

          A. Within 45 days after each quarterly period, a balance sheet as of
             the end of that period and statements of income, cash flows, and
             retained earnings from the beginning of that fiscal year to the
             end of that period, certified as correct by one of its authorized
             agents.

          B. Within 90 days after, and as of the end of, each of its fiscal
             years, a detailed audit including a balance sheet and statements
             of income, retained earnings, and cash flows certified by an
             independent certified public accountant of recognized standing.

          C. Within 30 days after and as of the end of each calendar month,
             the following lists, each certified as correct by one of its
             authorized agents:
                 (1) a list of accounts receivable of Borrower and Guarantors,
                     aged from date of invoice;
                 (2) a list of accounts payable of Borrower and Guarantors,
                     aged from date of receipt.

     8.8  Environmental Certificate.  Reserved.

     8.9  Year 2000 Issues.  The Borrower will take all actions reasonably
          necessary to assure that Year 2000 Issues will not have a material
          adverse effect on the business operations or financial condition of
          the Borrower.  Upon the Bank's request, the Borrower will provide
          the Bank with a description of its plan to address Year 2000 Issues,
          including updates and progress reports.  Borrower will advise the
          Bank of any reasonably anticipated material adverse effect on the
          business operations or financial condition of the Borrower as a
          result of Year 2000 Issues.

9.0  Negative Covenants.  Reserved.

10.0 Representations by Borrower. Each Borrower represents that: (a) the
     execution and delivery of this agreement, the Notes, and the Leases and
     the performance of the obligations they impose do not violate any law,
     conflict with any agreement by which the Borrower is bound, or require
     the consent or approval of any governmental authority or other third
     party; (b) this agreement, the Notes, and the Leases are valid and
     binding agreements, enforceable in accordance with their terms; and (c)
     all balance sheets, profit and loss statements, and other financial
     statements furnished to the Bank are accurate and fairly reflect the
     financial condition of the organizations and persons to which they apply
     on their effective dates, including contingent liabilities of every type,
     which financial condition has not changed materially and adversely since
     those dates.  Each Borrower, if other than a natural person, further
     represents that: (a) it is duly organized, existing and in good standing
     under the laws of the jurisdiction under which it was organized; and (b)
     the execution and delivery of this agreement, the Notes, and the Leases
     and the performance of the obligations they impose (i) are within its
     powers; (ii) have been duly authorized by all necessary action of its
     governing body; and (iii) do not contravene the terms of its articles of
     incorporation or organization, its bylaws, or any partnership, operating
     or other agreement governing its affairs.

11.0 Acceleration.

     11.1 Events of Acceleration. If any of the following events occurs, the
          Credit Facilities shall terminate and all borrowings and other
          obligations under them shall be due immediately, without notice, at
          the Bank's option, whether or not the Bank has made demand.

          A. The Borrower or any guarantor of any of the Credit Facilities,
             the Notes or the Leases ("Guarantor") fails to pay when due any
             amount payable under the Credit Facilities or under any agreement
             or instrument evidencing debt to any creditor;
          B. The Borrower or any Guarantor (a) fails to observe or perform any
             other term of this agreement, the Notes or the Leases; (b) makes
             any materially incorrect or misleading representation, warranty,
             or certificate to the Bank; (c) makes any materially incorrect or
             misleading representation in any financial statement or other
             information delivered to the Bank; or (d) defaults under the
             terms of any agreement or instrument relating to any debt for
             borrowed money (other than borrowings under the Credit
             Facilities) such that the creditor declares the debt due before
             its maturity;
          C. There is a default under the terms of any loan agreement,
             mortgage, security agreement or any other document executed as
             part of the Credit Facilities, or any guaranty of the obligations
             under the Credit Facilities becomes unenforceable in whole or in
             part, or any Guarantor fails to promptly perform under its
             guaranty;
          D. A "reportable event" (as defined in the Employee Retirement
             Income Security Act of 1974 as amended) occurs that would permit
             the Pension Benefit Guaranty Corporation to terminate any
             employee benefit plan of the Borrower or any affiliate of the
             Borrower;
          E. The Borrower or any Guarantor becomes insolvent or unable to pay
             its debts as they become due;
          F. The Borrower or any Guarantor (a) makes an assignment for the
             benefit of creditors; (b) consents to the appointment of a
             custodian, receiver or trustee for it or for a substantial part
             of its assets; or (c) commences any proceeding under any
             bankruptcy, reorganization, liquidation or similar laws of any
             jurisdiction;
          G. A custodian, receiver or trustee is appointed for the Borrower or
             any Guarantor or for a substantial part of its assets without its
             consent and is not removed within 60 days after such appointment;
          H. Proceedings are commenced against the Borrower or any Guarantor
             under any bankruptcy, reorganization, liquidation, or similar
             laws of any jurisdiction, and such proceedings remain undismissed
             for 60 days after commencement; or the Borrower or Guarantor
             consents to the commencement of such proceedings;
          I. Any judgment is entered against the Borrower or any Guarantor, or
             any attachment, levy or garnishment is issued against any
             property of the Borrower or any Guarantor;
          J. The Borrower or any Guarantor dies;
          K. The Borrower or any Guarantor, without the Bank's written
             consent, (a) is dissolved, (b) merges or consolidates with any
             third party, (c) leases, sells or otherwise conveys a material
             part of its assets or business outside the ordinary course of
             business, (d) leases, purchases, or otherwise acquires a material
             part of the assets of any other corporation or business entity,
             except in the ordinary course of business, or (e) agrees to do
             any of the foregoing, (notwithstanding the foregoing, any
             subsidiary may merge or consolidate with any other subsidiary, or
             with the Borrower, so long as the Borrower is the survivor);
          L. The loan-to-value ratio of any pledged securities at any time
             exceeds  %, and such excess continues for five (5) days after
             notice from the Bank to the Borrower;
          M. There is a substantial change in the existing or prospective
             financial condition of the Borrower or any Guarantor which the
             Bank in good faith determines to be materially adverse; or
          N. The Bank in good faith shall deem itself insecure.

     11.2 Remedies. If the borrowings and all other obligations under the
          Credit Facilities are not paid at maturity, whether by demand,
          acceleration or otherwise, the Bank shall have all of the rights and
          remedies provided by any law or agreement. Any requirement of
          reasonable notice shall be met if the Bank sends the notice to the
          Borrower at least seven (7) days prior to the date of sale,
          disposition or other event giving rise to the required notice. The
          Bank is authorized to cause all or any part of the Collateral to be
          transferred to or registered in its name or in the name of any other
          person, firm or corporation, with or without designation of the
          capacity of such nominee. The Borrower shall be liable for any
          deficiency remaining after disposition of any Collateral. The
          Borrower is liable to the Bank for all reasonable costs and expenses
          of every kind incurred in the making or collection of the Credit
          Facilities, including, without limitation, reasonable attorney's
          fees and court costs (whether attributable to the Bank's in-house or
          outside counsel). These costs and expenses shall include, without
          limitation, any costs or expenses incurred by the Bank in any
          bankruptcy, reorganization, insolvency or other similar proceeding.

12.0 Miscellaneous.

     12.1 Notice from one party to another relating to this agreement shall be
          deemed effective if made in writing (including telecommunications)
          and delivered to the recipient's address, telex number or fax number
          set forth under its name below by any of the following means: (a)
          hand delivery, (b) registered or certified mail, postage prepaid,
          with return receipt requested, (c) first class or express mail,
          postage prepaid, (d) Federal Express, or like overnight courier
          service or (e) fax, telex or other wire transmission with request
          for assurance of receipt in a manner typical with respect to
          communication of that type. Notice made in accordance with this
          section shall be deemed delivered upon receipt if delivered by hand
          or wire transmission, 3 business days after mailing if mailed by
          first class, registered or certified mail, or one business day after
          mailing or deposit with an overnight courier service if delivered by
          express mail or overnight courier.

     12.2 No delay on the part of the Bank in the exercise of any right or
          remedy shall operate as a waiver. No single or partial exercise by
          the Bank of any right or remedy shall preclude any other future
          exercise of it or the exercise of any other right or remedy. No
          waiver or indulgence by the Bank of any default shall be effective
          unless in writing and signed by the Bank, nor shall a waiver on one
          occasion be construed as a bar to or waiver of that right on any
          future occasion

     12.3 This agreement, the Notes, the Leases and any related loan documents
          embody the entire agreement and understanding between the Borrower
          and the Bank and supersede all prior agreements and understandings
          relating to their subject matter. If any one or more of the
          obligations of the Borrower under this agreement, the Notes or the
          Leases shall be invalid, illegal or unenforceable in any
          jurisdiction, the validity, legality and enforceability of the
          remaining obligations of the Borrower shall not in any way be
          affected or impaired, and such invalidity, illegality or
          unenforceability in one jurisdiction shall not affect the validity,
          legality or enforceability of the obligations of the Borrower under
          this agreement, the Notes or the Leases in any other jurisdiction.

     12.4 The Borrower, if more than one, shall be jointly and severally
          liable.

     12.5 This agreement is delivered in the State of Michigan and governed by
          Michigan law. This agreement is binding on the Borrower and its
          successors, and shall inure to the benefit of the Bank, its
          successors and assigns.

     12.6 Section headings are for convenience of reference only and shall not
          affect the interpretation of this agreement.

13.0 Waiver of Jury Trial.  The Bank and the Borrower knowingly and
     voluntarily waive any right either of them have to a trial by jury in any
     proceeding (whether sounding in contract or tort) which is in any way
     connected with this or any related agreement, or the relationship
     established under them.  This provision may only be modified in a written
     instrument executed by the Bank and the Borrower.

Executed by the parties on:  June 21, 1999.


Bank One, Michigan                    Borrower:

By: /s/ Kevin M. Paul                 By: /s/ Sandra J. Smith
 Kevin M. Paul, First Vice President  Sandra J. Smith, Chief Financial Officer

Address for Notices:                  Address for Notices:

200 Ottawa Ave., N.W.                 One Ionia, S.W., Suite 300
Grand Rapids, MI  49503               Grand Rapids, MI  49503-4145

Fax/Telex No.(616)771-7231            Fax/Telex No.  (616)235-3405