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                                                                    Exhibit 10.1

                                CREDIT AGREEMENT

                                  by and among

                           MODERN TECHNOLOGIES CORP.

                                       and

                               NATIONAL CITY BANK

                               THE PROVIDENT BANK

                                       and

                          NATIONAL CITY BANK, as Agent

                                December 28, 2001


                              $5,000,000 Term Loan

                        $15,000,000 Revolving Commitment

                        Expiration Date: January 2, 2004
                       with provision for annual extension

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                                Table of Contents
                                -----------------

1.  CROSS-REFERENCE............................................................1
2A. TERM LOAN..................................................................1
       2A.01 TERM NOTE.........................................................1
       2A.02 PAYMENT TERMS.....................................................1
       2A.03 MANDATORY PREPAYMENTS.............................................2
       2A.04 OPTIONAL PREPAYMENTS..............................................2
2B. REVOLVING COMMITMENT.......................................................3
       2B.01 AMOUNT............................................................3
       2B.02 TERM..............................................................3
       2B.03 MANDATORY PREPAYMENTS.............................................3
       2B.04 OPTIONAL REDUCTIONS...............................................3
       2B.05 COMMITMENT FEE....................................................4
       2B.05 EXTENSION OF REVOLVING COMMITMENT.................................4
2C. REVOLVING LOANS............................................................4
       2C.01 REVOLVING NOTE....................................................4
       2C.02 CREDIT REQUESTS...................................................5
       2C.03 CONDITION: NO DEFAULT.............................................5
       2C.04 CONDITION:PURPOSE.................................................5
       2C.05 LOAN MIX..........................................................6
       2C.06 AMOUNTS...........................................................6
       2C.07 BORROWING BASE....................................................6
       2C.08 BORROWING BASE MAINTENANCE........................................6
       2C.09 LIBOR CONTRACT PERIODS............................................6
       2C.10 MATURITIES........................................................7
       2C.11 ROLLOVER..........................................................7
       2C.12 INTEREST: PRIME LOANS.............................................7
       2C.13 INTEREST: LIBOR LOANS.............................................8
       2C.14 PREPAYMENTS.......................................................8
       2C.15 DISBURSEMENT......................................................9
       2C.16 LIBOR LOANS: UNAVAILABILITY.......................................9
       2C.17 LIBOR LOANS: ILLEGALITY..........................................10
3A. INFORMATION...............................................................10
       3A.01 FINANCIAL STATEMENTS.............................................10
       3A.02 NOTICE...........................................................11
3B. GENERAL FINANCIAL STANDARDS...............................................12
       3B.01 TANGIBLE NET WORTH...............................................12
       3B.02 ADJUSTED FIXED CHARGE COVERAGE...................................12
       3B.03 FUNDED INDEBTEDNESS TO EBITDA RATIO..............................13
3C. AFFIRMATIVE COVENANTS.....................................................13
       3C.01 TAXES............................................................13
       3C.02 FINANCIAL RECORDS................................................13
       3C.03 VISITATION ......................................................13
       3C.04 INSURANCE........................................................14

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       3C.05 CORPORATE EXISTENCE..............................................14
       3C.06 COMPLIANCE WITH LAW..............................................14
       3C.07 PROPERTIES.......................................................15
       3C.08 QUALIFICATION TO DO BUSINESS.....................................15
3D. NEGATIVE COVENANTS........................................................15
       3D.01 EQUITY TRANSACTIONS..............................................15
       3D.02 CREDIT EXTENSIONS................................................16
       3D.03 BORROWINGS.......................................................16
       3D.04 LIENS, LEASES....................................................16
       3D.05 FIXED ASSETS.....................................................18
       3D.06 DIVIDENDS........................................................18
       3D.07 SUBORDINATED NOTES...............................................18
       3D.08 CHANGE IN NATURE OF BUSINESS.....................................18
       3D.09 ACCOUNTING CHANGES ..............................................18
       3D.10 AMENDMENT; DEFAULT OF MATERIAL CONTACTS......................... 18
       3D.11 USE OF PROCEEDS..................................................18
       3D.12 ADVERSE OBLIGATIONS; LABOR DISPUTES..............................18
4A. CLOSING...................................................................19
       4A.01 REVOLVING NOTES..................................................19
       4A.02 RESOLUTIONS/INCUMBENCY...........................................19
       4A.03 LEGAL OPINION....................................................19
       4A.04 FINANCIAL STATEMENTS.............................................19
       4A.05 SECURITY AGREEMENTS..............................................19
       4A.06 DOCUMENTATION FEE................................................19
       4A.07 LIEN WAIVERS.....................................................20
       4A.08 OTHER DOCUMENTS..................................................20
4B. REPRESENTATIONS/WARRANTIES................................................20
       4B.01 EXISTENCE........................................................20
       4B.02 GOVERNMENTAL RESTRICTIONS........................................20
       48.03 CORPORATE AUTHORTTY..............................................21
       4B.04 LITIGATION.......................................................21
       4B.05 TAXES............................................................21
       4B.06 TITLE............................................................21
       4B.07 LAWFUL OPERATIONS................................................21
       4B.08 INSURANCE........................................................22
       4B.09 FINANCIAL STATEMENTS.............................................22
       4B.10 INDEBTEDNESS.....................................................22
       4B.11 DEFAULTS.........................................................22
       4B.12 FULL DISCLOSURE..................................................22
5A. EVENTS OF DEFAULT.........................................................22
       5A.01 PAYMENTS.........................................................22
       5A.02 WARRANTIES.......................................................22
       5A.03 COVENANTS WITHOUT GRACE..........................................23
       5A.04 COVENANTS WITH GRACE.............................................23
       5A.05 CROSS-DEFAULT....................................................23

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       5A.06 OWNERSHIP........................................................23
       5A.07 BORROWER'S SOLVENCY..............................................23
       5A.08 SUBSIDIARIES'SOLVENCY............................................23
       5A.09 MATERIAL ADVERSE CHANGE..........................................23
       5A.10 INSECURITY.......................................................24
5B. EFFECTS OF DEFAULT........................................................24
       5B.01 OPTIONAL DEFAULTS................................................24
       5B.02 AUTOMATIC DEFAULTS...............................................24
       5B.03 OFFSETS..........................................................24
       5B.04 EQUALIZATION ....................................................24
6A. INDEMNITY: STAMP TAXES....................................................25
6B. INDEMNITY: GOVERNMENTAL COSTS/LIBOR-RATE LOANS............................25
6C. INDEMNITY: FUNDING COSTS..................................................25
6D. CREDIT REQUESTS...........................................................25
6E. INDEMNITY: UNFRIENDLY TAKEOVERS...........................................26
6F. INDEMNITY: CAPITAL REQUIREMENTS...........................................26
6G. INDEMNITY: COLLECTION COSTS...............................................26
6H. CERTIFICATE FOR INDEMNIFICATION...........................................26
7A. BANK'S PURPOSE............................................................26
7B. AGENT.....................................................................27
       7B.01 NATURE OF APPOINTMENT............................................27
       7B.02 NATIONAL CITY AS A BANK; OTHER TRANSACTIONS......................27
       7B.03 INSTRUCTION FROM BANKS...........................................27
       7B.04 BANKS' DILIGENCE.................................................27
       7B.05 NO IMPLIED REPRESENTATIONS.......................................27
       7B.06 SUB-AGENTS.......................................................28
       7B.07 AGENT'S DILIGENCE................................................28
       7B.08 NOTICE OF DEFAULT................................................28
       7B.09 AGENT'S LIABILITY................................................28
       7B.10 COMPENSATION.....................................................28
       7B.11 DISBURSEMENTS....................................................28
       7B.12 AGENT'S INDEMNITY................................................29
       7B.13 RESIGNATION......................................................29
7C. PARTICIPATION OF REVOLVING LOANS..........................................29
8.  INTERPRETATION............................................................29
       8.01  WAIVERS..........................................................29
       8.02  CUMULATIVE PROVISIONS............................................29
       8.03  BINDING EFFECT...................................................30
       8.04  SURVIVAL OF PROVISIONS...........................................30
       8.05  IMMEDIATE U.S. FUNDS.............................................30
       8.06  CAPTIONS.........................................................30
       8.07  SUBSECTIONS......................................................30
       8.08  ILLEGALITY.......................................................30
       8.09  OHIO LAW.........................................................30

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       8.10  INTEREST/FEE COMPUTATIONS........................................30
       8.11  NOTICE...........................................................30
       8.12  ACCOUNTING TERMS.................................................31
       8.13  ENTIRE AGREEMENT.................................................31
       8.14  WAVER OF JURY TRIAL..............................................31
       8.15  LATE CHARGE; APPLICATION OF PAYMENTS.............................31
       8.16  EXPENSES.........................................................31
       8.17  JURISDICTION AND VENUE...........................................31
       8.18  AMBIGUITIES......................................................32
       8.19  OTHER WAIVERS AND ACKNOWLEDGMENT.................................32
9.  DEFINITIONS...............................................................32
       Account Officer........................................................32
       ---------------
       Accumulated Funding Deficiency.........................................32
       ------------------------------
       Advantage..............................................................33
       ---------
       Affiliate..............................................................33
       ---------
       Agreement..............................................................33
       ---------
       Bank...................................................................33
       ----
       Banking Day............................................................33
       -----------
       Borrower...............................................................33
       --------
       Borrowing Base.........................................................33
       --------------
       Borrowing Base Report..................................................33
       ---------------------
       CERCLA.................................................................33
       ------
       Company and Companies..................................................33
       ---------------------
       Compensation...........................................................33
       ------------
       Credit Request.........................................................33
       --------------
       Current Assets.........................................................33
       --------------
       Current Liabilities....................................................33
       -------------------
       Debt...................................................................34
       ----
       Default Under ERISA....................................................34
       -------------------
       Default Under This Agreement...........................................34
       ----------------------------
       Distribution...........................................................34
       ------------
       Eligible Inventory ....................................................34
       ------------------
       Eligible Receivable....................................................35
       -------------------
       Eligible Unbilled Receivable...........................................36
       ----------------------------
       Environmental Law......................................................36
       -----------------
       ERISA..................................................................36
       -----
       Event of Default.......................................................36
       ----------------
       Expiration Date........................................................36
       ---------------
       Funded Indebtedness....................................................36
       -------------------
       GAAP...................................................................37
       ----
       Guarantor..............................................................37
       ---------
       Insider................................................................37
       -------
       Insolvency Action......................................................37
       -----------------
       Inventory..............................................................37
       ---------
       LIBOR Contract Period..................................................37
       ---------------------

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       LIBOR Loan.............................................................38
       ----------
       LIBOR Pre-Margin Rate..................................................38
       ---------------------
       Maturity...............................................................38
       --------
       Most Recent 4A.04 Financial Statements.................................38
       --------------------------------------
       National City..........................................................38
       -------------
       Net Income.............................................................38
       ----------
       Pension Plan...........................................................38
       ------------
       ABR Loan...............................................................38
       --------
       Prime Rate.............................................................38
       ----------
       Ratable and Ratably....................................................39
       -------------------
       Receivable.............................................................39
       ----------
       Related Writing........................................................39
       ---------------
       Reportable Event.......................................................39
       ----------------
       Revolving Commitment...................................................39
       --------------------
       Revolving Loan.........................................................39
       --------------
       Revolving Note.........................................................39
       --------------
       Series.................................................................39
       ------
       Subject Indebtedness...................................................39
       --------------------
       Subject Loan...........................................................39
       ------------
       Subject Note...........................................................39
       ------------
       Subordinated...........................................................40
       ------------
       Subsidiary.............................................................40
       ----------
       Supplemental Schedule..................................................40
       ---------------------
       Tangible Net Worth.....................................................40
       ------------------
       Term  Loan.............................................................40
       ----------
       Term Note..............................................................40
       ---------
       Total Liabilities......................................................40
       -----------------

plurals ......................................................................40
10. EXECUTION.................................................................41
EXHIBIT A: Supplemental Schedule (4B)
EXHIBIT B: Form of Term Note (2A.01)
EXHIBIT C: Revolving Note (2C.01; 4A.01)
EXHIBIT D: Extension Agreement (2B.06)
EXHIBIT E: Credit Request (2C.02)
EXHIBIT F: List of Subsidiaries (4B.01)

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                                CREDIT AGREEMENT
                                ----------------

This Credit Agreement (this "Agreement") is made as of December 28, 2001 by
and among MODERN TECHNOLOGIES CORP. ("Borrower") and the Banks named in
subsection 2A and 2B.01 below (the "Banks") and NATIONAL CITY BANK as agent (in
that capacity, "Agent") of the Banks for the purposes of this Agreement and the
Related Writings:

1. CROSS-REFERENCE -- Certain capitalized terms and phrases used but not
otherwise defined in the body hereof are defined in section 9 below.

2A. TERM LOAN -- Concurrently with the execution and delivery of this Agreement
Banks shall lend Borrower an aggregate amount of five million and 00/100ths
Dollars ($5,000,000) as follows:

$2,500,000        50%       National City Bank
$2,500,000        50%       The Provident Bank
----------       ---
$5,000,000       100%       Total

Each Bank shall disburse the proceeds to the credit of Borrower's general
checking account with National City in the absence of written instructions from
Borrower to the contrary.

     2A.01 TERM NOTE -- Concurrently with the execution and delivery of this
     Agreement Borrower shall evidence the Term Loans by executing and
     delivering to Banks Borrower's Term Notes being in the form and substance
     of Exhibit B to this Agreement.
        ---------

     2A.02 PAYMENT TERMS -- Subject otherwise to the terms and provisions of the
     Term Notes, principal and interest on the Term Loans shall be payable in
     the aggregate as follows:

          (a) Principal. The principal balance of the Term Loans shall be
              ---------
          payable in sixteen (16) consecutive quarter-annual installments,
          commencing January 2, 2002, and continuing on the first day of each
          quarter thereafter, with the final principal installment due on
          October l, 2005. The installments shall be in the following amounts:

          Payments        Amount
          --------       --------
          1-4            $250,000
          5-8            $275,000
          9-12           $325,000
          13-16          $400,000

          (b) Interest. The Term Loans shall bear interest (subject to the
              --------
          provisions of subsection 8.10) on the unpaid principal balance until
          the date paid at one of the following rates as elected by Borrower
          upon the funding of the Term Notes: (i) at a fixed rate (each a LIBOR
          Rate) equal to the One (1) LIBOR Pre-Margin Rate in effect at the
          start of the LIBOR Contract Period plus the margin as specified on the
          table below, or (ii) at a fluctuating rate (the Prime Rate) equal to
          the Prime Rate from time to time in effect plus the margin as
          specified in the table below: Banks may increase the current rate by
          1.5% upon any failure by Borrower to satisfy any terms or conditions
          of this Agreement.

<PAGE>

          Level     Total Funded Debt/EBITDA            LIBOR Plus   Prime Plus
          -----     ------------------------            ----------   ----------

          I               3.50x and (less than) 4.00x      3.00%        .75%
          II              3.00x and (less than) 3.50x      2.75%        .50%
          III             2.50x and (less than) 3.00x      2.50%        .50%
          IV              2.00x and (less than) 2.50x      2.25%        .25%
          V   (less than) 2.00x                            2.00%          0

          The rate shall be set at Level II until fifteen (15) days after
          receipt of the next quarter annual financial statements after closing,
          at which time the margin shall be set for the next three (3) months
          until receipt of the next quarter-annual financial statements.
          Interest on the Term Loans shall be payable monthly on the 1st day of
          each month, commencing                 1, 2002 and at maturity. Any
                                 ---------------
          increase or decrease in the interest rate resulting from a change in
          the Prime Rate shall become effective on the date of such change.

     All payments shall be applied Ratably to the Term Loans owed to the Banks
     in accordance with the percentages set forth in subsection 2A above.

     2A.03 MANDATORY PREPAYMENTS -- So long as the principal of and interest on
     the Term Notes shall not have been paid in full Borrower shall, whenever
     any of the following events occur after the date of this Agreement, pay
     Banks, for Ratable application to the Term Loans, a principal amount equal
     to:

          (a) 100% of the proceeds of:

               (1) all additional Debt incurred by Borrower;

               (2) all addition equity issuances from Borrower; and

               (3) all sales of assets by Borrower outside the ordinary course
               of its business.

          (b) 50% of the proceeds of:

               (1) any reductions of note receivables from Affiliates of
               Borrower (which shall not include Eligible Receivables).

     Such payments shall be applied first to the unpaid interest accrued to date
     of prepayment and then to the principal installments of the Term Notes in
     the inverse order of their respective maturities.

     2A.04 OPTIONAL PREPAYMENTS -- Borrower shall have the right at all times to
     prepay the Term Loans in whole or in part, subject to the following:

          (a) Borrower shall give Bank an appropriate notice not later than
          12:00 noon on the Banking Day next preceding any such payment, which
          notice, if not originally given in writing, shall be promptly
          confirmed in writing.

                                       2

<PAGE>

          (b) Each prepayment of a Term Loan shall aggregate one hundred
          thousand dollars ($100,000) or any greater amount that is a multiple
          of one hundred thousand dollars ($100,000) or an amount equal to the
          aggregate unpaid principal balance of such Term Loan and shall be
          applied to the principal installments in the inverse order of their
          respective maturities.

          (c) Each prepayment of a Term Loan when the Prime Rate is in effect
          may be made without penalty or premium. Any prepayment of a Term Loan
          (regardless of the reason for the prepayment) when the LIBOR Rate is
          in effect, if made on a day other than the last day of an applicable
          LIBOR Contract Period or the Maturity date hereunder, shall be subject
          to the payment of any indemnity required by section 6C.

          (d) Concurrently with each prepayment Borrower shall prepay the unpaid
          interest accrued on the principal being prepaid.

2B. REVOLVING COMMITMENT -- The basic terms of the Revolving Commitments and the
compensation therefor are as follows:

     2B.01 AMOUNT -- The aggregate amount of the Revolving Commitments shall be
     fifteen million and 00/100ths Dollars ($15,000,000), but said amount may
     bye reduced from time to time pursuant to subsection 2B.03 and the
     Revolving Commitments may be terminated pursuant to section 5B. The amount
     of each Bank's maximum Revolving Commitment (subject to such reduction or
     termination), and the proportion (expressed as a percentage) that it bears
     to all of the Revolving Commitments, is set forth opposite the Bank's name
     below, to-wit:

     $ 7,500,000        50%       National City Bank
     $ 7 500 000        50%       The Provident Bank
     -----------       ---
     $15,000,000       100%       Total

     2B.02 TERM -- Each Revolving Commitment shall become effective as of the
     date of this Agreement and shall remain in effect on a revolving basis
     until January 2, 2004 (the "Expiration Date") EXCEPT that a later
     Expiration Date may be established from time to time pursuant to subsection
     2B.06 and EXCEPT FURTHER that the Revolving Commitments shall end in any
     event upon any earlier reduction thereof to zero pursuant to subsection
     2B.04 or any earlier termination pursuant to section 5B.

     2B.03 MANDATORY PREPAYMENTS -- Upon the occurrence of any of the events
     specified in subsection 2A.03, any prepayments made in accordance with that
     section which exceed the total amount owed on the Term Loans shall be
     applied to the Revolving Commitments.

     2B.04 OPTIONAL REDUCTIONS -- Borrower shall have the right, at all times
     and without the payment of a premium, to permanently reduce the Revolving
     Commitments in whole or in part by giving Agent notice (to be given not
     later than 12:00 noon of the Banking Day next preceding the effective date
     of the reduction and either to be given in writing or to be promptly
     confirmed in writing) of the aggregate amount by which the Revolving
     Commitments are to be reduced and the effective date thereof subject,
     however, to the following:

                                       3

<PAGE>

          (a) No such reduction shall reduce any Bank's Revolving Commitment to
          a lesser amount than the sum of

               (1) the aggregate unpaid principal balance of that Bank's LIBOR
               Loans outstanding at that time plus

               (2) the aggregate unpaid principal balance of any of that Bank's
               LIBOR Loans to be obtained pursuant to any unfulfilled Credit
               Request under subsection 2C.02.

          (b) Each such reduction of the Revolving Commitments shall aggregate
          five hundred thousand dollars ($500,000) or any multiple thereof.

          (c) Concurrently with each reduction, Borrower shall make a principal
          payment on each Bank's Revolving Loans then outstanding in a principal
          amount equal to the excess, if any, of the amount of the aggregate
          unpaid principal balance of that Bank's Revolving Loans over that
          Bank's Revolving Commitment as so reduced. Subsection 2C.14 and
          section 6C shall apply to each such prepayment.

     2B.05 COMMITMENT FEE -- Each Bank shall, so long as its Revolving
     Commitment remains in effect, earn a commitment fee

          (a) based on the average daily difference between the amount of that
          Bank's Revolving Commitment from time to time in effect and the
          aggregate unpaid principal balance of that Bank's Revolving Loans then
          outstanding,

          (b) computed at the rate of one-quarter of one percent (1/4%) per
          annum and

          (c) payable in arrears by Borrower to Agent for the account of the
          Banks on January 2, 2002 and quarter-annually thereafter on the first
          day of each quarter and at the end of the Revolving Commitments.

     2B.06 EXTENSION OF REVOLVING COMMITMENT -- Whenever Borrower furnishes its
     audited financial statements to Banks pursuant to clause (b) of subsection
     3A.01, commencing with the year ending December 31, 2001, Borrower may
     request that the Revolving Commitments be extended one year to the January
     2 next following the Expiration Date then in effect. Each such request
     shall be executed and delivered to each Bank in triplicate and shall be in
     the form of Exhibit D with all blanks appropriately filled. Banks agree to
                 ---------
     give consideration to each such request; but in no event shall any Bank be
     committed to extend its Revolving Commitment, nor shall any Bank's
     Revolving Commitment be so extended, unless and until every Bank has
     executed and delivered the form of assent in Exhibit D.
                                                  ---------

2C. REVOLVING LOANS -- Each Bank (for itself only and not for the others) agrees
that so long as its Revolving Commitment remains in effect it will, subject to
the conditions of this Agreement, grant Borrower such Revolving Loans as
Borrower may from time to time request.

     2C.01 REVOLVING NOTE -- Each Bank's Revolving Loans shall be evidenced at
     all times by a Revolving Note executed and delivered by Borrower,
     payable to the order of that Bank in a  principal amount equal to the
     dollar amount of that Bank's Revolving Commitment as in effect at

                                       4

<PAGE>

     the execution and delivery of the Revolving Note and being in the form and
     substance of Exhibit C with the blanks appropriately filled.
                  ---------

          (a) Whenever Borrower shall obtain a Series of Revolving Loans, each
          Bank shall endorse an appropriate entry on the Revolving Note or make
          an appropriate entry in a loan account in that Bank's books and
          records, or both. Each entry shall be prima facie evidence of the data
          entered; but such entries shall not be a condition to Borrower's
          obligation to pay.

          (b) No holder of any Revolving Note shall transfer a Revolving Note,
          or seek a judgment or file a proof of claim based on a Revolving Note,
          without in each case first endorsing the Revolving Note to reflect the
          true amount owing thereon.

     2C.02 CREDIT REQUESTS -- Whenever Borrower desires to obtain a Series of
     Revolving Loans, Borrower shall give Agent an appropriate notice (a
     "Credit Request") which shall be irrevocable and shall be in the form of
     Exhibit E (or in other form and detail reasonably satisfactory to Agent)
     ---------
     with the blanks appropriately filled. Agent shall give each Bank immediate
     notice of each Credit Request. Borrower may make its request by telephone
     PROVIDED it promptly confirms the request by a written request as
     aforesaid, Borrower hereby agreeing to assume the risk of a
     misunderstanding in the case of any telephone request. Except in the case
     of Revolving Loans obtained at the execution and delivery of this
     Agreement, the Credit Request is to be given not later than 12:00 noon of
     the Banking Day on which the loan proceeds are to be disbursed EXCEPT in
     the case of LIBOR Loans, in which latter case the Credit Request shall be
     given not later than 12:00 noon of the third (3rd) Banking Day prior to
     the day the proceeds are to be disbursed.

     2C.03 CONDITION: NO DEFAULT -- Borrower shall not be entitled to obtain any
     Revolving Loan if

          (a) any Default Under This Agreement shall then exist or would
          thereupon begin to exist or

          (b) any representation or warranty made in subsections 4B.01 through
          4B.08 (both inclusive) or 4B.10 through 4B.12 (both inclusive) shall
          have ceased to be true and complete in any material respect except for
          such changes, if any, as shall have been fully disclosed in the
          applicable Credit Request and as may be waived by Banks in the
          reasonable exercise of their discretion, or

          (c) there shall have occurred any material adverse change in
          Borrower's financial condition, properties or business since the date
          of Borrower's Most Recent 4A.04 Financial Statements.

     Each Credit Request, both when made and when honored, shall of itself
     constitute a continuing representation and warranty by Borrower to Agent
     for the benefit of the Banks that Borrower is entitled to obtain a
     Revolving Loan.

     2C.04 CONDITION: PURPOSE -- Borrower shall not use the proceeds of any
     Revolving Loan in any manner that would violate or be inconsistent with
     Regulation U or X of the Board of Governors of the Federal Reserve System;
     nor will it use any such proceeds for the purpose of financing the
     acquisition of any corporation or other business entity if the acquisition
     is publicly opposed by the latter's management or if Bank deems that its
     participation in the financing would involve it in a conflict of interest.

                                        5

<PAGE>

     2C.05 LOAN MIX -- The Revolving Loans at any one time outstanding may
     consist of Prime Loans or LIBOR Loans or any combination thereof as
     Borrower may from time to time duly elect; provided, that any given Series
     of Revolving Loans shall at all times consist only of Prime Loans or only
     of LIBOR Loans and, in the case of LIBOR Loans, shall have identical LIBOR
     Contract Periods. Borrower may not have more than five (5) LIBOR Loans at
     any one time.

     2C.06 AMOUNTS -- Each borrowing shall be a Series of Revolving Loans, one
     by each Bank, which shall be divided Ratably between the Banks and shall be
     in such aggregate principal amount as Borrower may request subject,
     however, to the following:

          (a) The aggregate principal amount,

               in the case of Prime Loans, shall be one hundred thousand dollars
               ($100,000) or any multiple thereof, and

               in the case of LIBOR Loans, shall be one million dollars
               ($1,000,000) or any greater amount that is a multiple of one
               hundred thousand dollars ($100,000).

          (b) In no event shall the unpaid principal amount of the Revolving
          Loans owing to any Bank at any time exceed the amount of that Bank's
          Revolving Commitment then in effect.

          (c) In no event shall the aggregate unpaid principal amount of the
          Revolving Loans at any time exceed the lesser of the aggregate of the
          Revolving Commitments or the Borrowing Base.

     2C.07 BORROWING BASE -- The "Borrowing Base" at any given time shall be the
     aggregate of

          (a) an amount equal to eighty-five percent (85%) of the net book value
          (after deducting any discount or other incentive for early payment but
          without deducting any valuation reserve) of the Eligible Receivables,
          plus

          (b) an amount equal to fifty percent (50%) of the net book value
          (after deducting any discount or other incentive for early payment but
          without deducting any valuation reserve) of the Eligible Unbilled
          Receivables,

     all as reasonably determined by Agent either on the basis of the then most
     recent Borrowing Base Report furnished by Borrower to Banks pursuant to
     subsection 3A.01 or on the basis of the then most recent field audit (if
     any) made or other information received by Banks.

     2C.08 BORROWING BASE MAINTENANCE -- Whenever Borrower shall furnish to
     Agent a Borrowing Base report showing that the sum of the aggregate unpaid
     principal balance of the Revolving Loans then outstanding exceeds the
     amount of Borrower's Borrowing Base as shown in that report, Borrower shall
     immediately make a payment to Agent in an amount equal to that excess for
     application to the principal of the Revolving Loans.

     2C.09 LIBOR CONTRACT PERIODS -- Each Series of LIBOR Loans shall have
     applicable thereto a LIBOR Contract Period to be duly elected by Borrower
     in the Credit Request therefor.

                                        6

<PAGE>

     Each LIBOR Contract Period shall begin on the date of borrowing and shall
     end on such date as Borrower may select subject, however, to the following:

          (a) The LIBOR Contract Period for each LIBOR Loan shall end one (1),
          two (2), three (3) or six (6) months after the date of borrowing;
          PROVIDED, that

               (1) if any such LIBOR Contract Period otherwise would end on a
               day that is not a Banking Day, it shall end instead on the next
               following Banking Day, and

               (2) if the LIBOR Contract Period commences on a day for which
               there is no numerical equivalent in the calendar month in which
               the LIBOR Contract Period is to end, it shall end on the last
               calendar day of that calendar month unless such day is not a
               Banking Day in which case it shall end on the next following
               Banking Day.

          (b) Borrower shall never elect a LIBOR Contract Period the term of
          which extends beyond the Expiration Date.

     2C.10 MATURITIES -- The stated Maturity of each Prime Loan shall be the
     Expiration Date. The stated Maturity of each LIBOR Loan shall be the last
     day of the LIBOR Contract Period applicable thereto. In no event, however,
     shall the stated Maturity of any Revolving Loan be later than the
     Expiration Date.

     2C.11 ROLLOVER -- If

          (a) prior to the Expiration Date any Series of LIBOR Loans shall not
          be paid in full at the stated Maturity thereof and

          (b) Borrower shall have failed to duly give Agent a timely Credit
          Request in respect thereof,

     Borrower shall be deemed to have duly given Agent a timely Credit Request
     to obtain (and at that Maturity the Banks shall make) a Series of Prime
     Loans in an aggregate principal amount equal to the aggregate unpaid
     principal of the Series of LIBOR Loans then due, the proceeds of which
     Series of Prime Loans shall be applied to the payment in full of the
     Series of LIBOR Loans then due; PROVIDED, that no such Series of Prime
     Loans shall of itself constitute a waiver of any then-existing Default
     Under This Agreement.

     2C.12 INTEREST: PRIME LOANS -- The principal on the Loans shall bear
     interest payable in arrears on the first (1st) day of each month,
     commencing        1, 2002, and at Maturity and computed (in accordance with
                ------
     subsection 8.10)

          (a) prior to Maturity, at a fluctuating rate equal to the Prime Rate
          from time to time in effect plus the margin as specified in the table
          below:

          Level       Total Funded Debt/EBITDA        Prime Plus
          -----       ------------------------        ----------
          I          3.50x and (less than) 4.00x         .50%
          II         3.00x and (less than) 3.50x         .25%
          III        2.50x and (less than) 3.00x         .25%

                                        7

<PAGE>

          IV         2.00x and (less than) 2.50x           0
          V          (less than) 2.00x                  -.25%

          The rate shall be set at Level II until fifteen (15) days after
          receipt of the next quarter-annual financial statements after closing,
          at which time the new rate shall be set for the next three (3) months
          until receipt of the next quarter-annual financial statements.

          (b) after Maturity (whether occurring by lapse of time or by
          acceleration), at a fluctuating rate equal to the Prime Rate from time
          to time in effect plus two percent (2%) per annum,

     with each change in the Prime Rate automatically and immediately changing
     the rate thereafter applicable to the Prime Loans; PROVIDED, that in no
     event shall the rate applicable to the Prime Loans at any time after the
     Maturity thereof be less than the rate applicable thereto immediately after
     Maturity regardless of future reductions in the Prime Rate. Banks may
     increase the current rate by 1.5% upon any failure by Borrower to satisfy
     any terms or conditions of this Agreement.

     2C.13 INTEREST: LIBOR LOANS -- The principal of each LIBOR Loan shall bear
     interest computed (in accordance with subsection. 8.10) and payable as
     follows:

          (a) Prior to Maturity each LIBOR Loan shall bear interest at a rate
          equal to the LIBOR Pre-Margin Rate in effect at the start of the
          applicable LIBOR Contract Period selected by Borrower plus the margin
          as specified in the table below:

          Level   Total Funded DebtEBITDA    LIBOR Plus
          -----   -----------------------    ----------
          I          3.50x and (less than) 4.00x         2.75%
          II         3.00x and (less than) 3.50%         2.50%
          III        2.50x and (less than) 3.00x         2.25%
          IV         2.00x and (less than) 2.50x         2.00%
          V          (less than) 2.00x                   1.75%

          (b) After Maturity (whether occurring by lapse of time or by
          acceleration), each LIBOR Loan shall bear interest computed and
          payable in the same manner as in the case of Prime Loans (after
          Maturity).

          (c) Interest on each Libor Loan shall be payable in arrears on the
          last day of the LIBOR Contract Period applicable thereto and at
          Maturity and, in the case of any Contract Period having a longer term
          than three (3) months, shall also be payable every three (3) months
          after the first (1st) day of the LIBOR Contract Period.

          (d)Banks may increase the current rate by 1.5% upon any failure by
          Borrower to satisfy any terms or conditions of this Agreement.

     2C.14 PREPAYMENTS -- Borrower may from time to time prepay the principal of
     the Prime Loans in whole or in part and may from time to time prepay the
     principal of any given Series of LIBOR Loans in whole or in part, subject
     to the following:

                                        8

<PAGE>

          (a) Borrower shall give Agent an appropriate notice not later than
          12:00 noon on the Banking Day next preceding any such prepayment,
          which notice, if not originally given in writing, shall be promptly
          confirmed in writing. Agent shall promptly report the notice to each
          Bank.

          (b) Each prepayment of a Series of Prime Loans shall aggregate the
          principal amount of one hundred thousand dollars ($100,000) or any
          multiple thereof or an amount equal to the then aggregate principal
          outstanding and shall be allocated thereto Ratably. Each prepayment of
          a Series of LIBOR Loans shall aggregate one million dollars
          ($1,000,000) or any greater amount that is a multiple of one hundred
          thousand dollars ($100,000) or an amount equal to the aggregate unpaid
          principal balance of that Series of LIBOR Loans and shall be applied
          Ratably thereto.

          (c) Each prepayment of the Prime Loans may be made without penalty or
          premium. Any prepayment of any LIBOR Loans (regardless of the reason
          for the prepayment) shall be subject to the payment of any indemnity
          required by section 6C.

          (d) Prior to the Expiration Date no prepayment shall of itself reduce
          any Revolving Commitment.

          (e) Concurrently with each prepayment, Borrower shall prepay the
          interest accrued on the prepaid principal.

     2C.15 DISBURSEMENT -- Each Bank may disburse the proceeds of each Revolving
     Loan made by it from any office selected by that Bank and in each case
     shall disburse the same in immediately available funds to Borrower's
     general checking account with National City in the absence of written
     instructions from Borrower to the contrary, which funds shall be so
     disbursed on the Banking Day specified in the Credit Request for a
     Revolving Loan; PROVIDED, that this subsection shall not apply to Revolving
     Loans made pursuant to subsection 2C.11.

     2C.16 LIBOR LOANS: UNAVAILABILITY -- If at any time

          (a) the Banks shall determine that dollar deposits of the relevant
          amount for the relevant LIBOR Contract Period are not available in the
          London interbank eurodollar market (in the case of LIBOR rates) for
          the purpose of funding the LIBOR rates in question, or

          (b) Agent shall reasonably determine that circumstances affecting that
          market make it impracticable for Agent to ascertain LIBOR rates, or

          (c) the Banks shall give Agent written notice that the costs of those
          Banks in funding of any Subject Loans at a LIBOR rate are equal to or
          greater than the interest payable by Borrower in respect thereof,

     then and in each such case Agent shall, by written notice to Borrower and
     to all the Banks, suspend Borrower's right thereafter to obtain rates of
     the kind in question, which suspension shall remain in effect until such
     time, if any, as Agent may give written notice to Borrower that the
     condition giving rise to the suspension no longer prevails, which notice
     Agent agrees to provide within thirty (30) days of the end of the condition
     giving rise to the suspension.

                                       9

<PAGE>

     2C.17 LIBOR LOANS: ILLEGALITY -- If any Bank shall give Agent written
     notice that it is, or any governmental authority has asserted that it is,
     unlawful for that Bank to fund, make or maintain the LIBOR rates in
     question,

          (a) Agent shall give Borrower and each of the other Banks prompt
          written notice thereof and

          (b) Borrower shall promptly pay in full the principal of and interest
          on the LIBOR Loan in question and make the reimbursement, if any,
          required by section 6C.

3A. INFORMATION -- Borrower agrees that so long as the Revolving Commitments
remain in effect and thereafter until the Subject Indebtedness shall have been
paid in full, Borrower will perform and observe each of the following:

     3A.01 FINANCIAL STATEMENTS -- Borrower will furnish to each Bank

          (a) within forty-five (45) days after the end of each of the first
          three quarter-annual periods of each of Borrower's fiscal years,
          balance sheets of the Companies as at the end of the period and their
          statements of cash flow, income and surplus reconciliation for the
          current fiscal year to the end of that period, all prepared (but
          unaudited) on a consolidated basis, on a comparative basis with the
          prior year, in accordance with GAAP (EXCEPT as disclosed therein) and
          in form and detail satisfactory to Banks,

          (b) as soon as available (and in any event within one hundred twenty
          (120) days after the end of each of Borrower's fiscal years), a
          complete copy of an annual audit report (including, without
          limitation, all financial statements of the Companies therein and
          notes thereto) of Borrower for that year which shall be

               (1) prepared on a consolidated basis, on a comparative basis with
               the prior year, in accordance with GAAP (EXCEPT as disclosed
               therein) and in form and detail satisfactory to Banks,

               (2) certified (without qualification as to GAAP) by independent
               public accountants selected by Borrower and satisfactory to
               Banks,

               (3) accompanied by a copy of any management report, letter or
               similar writing furnished to Borrower by the accountants in
               respect of Borrower's systems, operations, financial condition or
               properties, and

               (4) either (A) a written statement of the accountants that in
               making the examination necessary for their report or opinion they
               obtained no knowledge of the occurrence of any Default Under This
               Agreement or (B) if they know of any, their written disclosure of
               its nature and status, PROVIDED, that the accountants shall not
               be liable directly or indirectly to anyone for any failure to
               obtain knowledge of any Default Under This Agreement,

          (c) concurrently with the delivery of any financial statement to Banks
          pursuant to clause (a) or (b), a certificate by Borrowers Director of
          Finance

                                       10

<PAGE>

               (1) certifying that to the best of the officer's knowledge and
               belief, (A) those financial statements fairly present in all
               material respects the financial condition and the results of
               operations of the Companies in accordance with GAAP subject, in
               the case of interim financial statements, to routine year-end
               audit adjustments and (B) no Default Under This Agreement then
               exists or if any does, a brief description of the default and
               Borrower's intentions in respect thereof, and

               (2) setting forth calculations indicating whether or not the
               Companies are in compliance with the general financial standards
               of section 3B,

          (d) within thirty (30) days after the end of each month (and at such
          other times as Borrower may deem advisable or Bank may reasonably
          request), a Borrowing Base Report being in form and detail
          satisfactory to Bank, setting forth Borrower's Borrowing Base as at
          the end of that month and certified by an appropriate officer of
          Borrower to be true and complete to the best of the officer's
          knowledge and belief, it being agreed that Borrower at its option may
          furnish other such reports at other times,

          (e) forthwith upon Bank's written request, such other information in
          writing about the financial condition, properties and operations of
          the Companies and about their Pension Plans, if any, as Banks may from
          time to time reasonably request.

     3A.02 NOTICE -- Borrower will cause its Director of Finance, or in his
     absence another officer designated by Borrower, to give each Bank prompt
     written notice whenever any officer of any Company

          (a) reasonably believes (or receives notice from any governmental
          agency alleging) that any Reportable Event has occurred in respect of
          any Pension Plan or that a Company has become in material
          non-compliance with any law or governmental order referred to in
          subsection 3C.06 if non-compliance therewith would materially and
          adversely affect the financial condition or operations of that
          Company,

          (b) receives from the Internal Revenue Service or any other federal,
          state, local, domestic or foreign taxing authority any allegation of
          any default by a Company in the payment of any tax that is material in
          amount or notice of any assessment in respect thereof,

          (c) learns there has been brought against a Company before any court,
          administrative agency or arbitrator any litigation or proceeding
          which, if successful, might have a material adverse effect such
          Company,

          (d) reasonably believes that any representation or warranty made in
          subsections 4B.01 through 4B.08 (both inclusive) or 4B.10 through
          4B.12 (both inclusive) shall have ceased in any material respect to be
          true and complete or that any Default Under This Agreement shall have
          occurred or

          (e) reasonably believes that there has occurred or begun to exist any
          other event, condition or thing that likely may have a material
          adverse effect on the financial condition, operations or properties of
          a Company,

                                       11

<PAGE>

          (f) reasonably believes (or receives any notice from any third party)
          that a Company has defaulted or otherwise breached any Material
          Contract to which such Company is a party.

3B. GENERAL FINANCIAL STANDARDS -- Borrower agrees that so long as the Revolving
Commitments remain in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will perform and observe each of the following:

     3B.01 TANGIBLE NET WORTH -- Borrower will not suffer or permit the sum of
     the consolidated Tangible Net Worth of the Borrower plus its Insider
     Subordinated indebtedness, if any, at any time to be less than the required
     minimum amount in effect at the time in question. The required minimum
     amount shall be two million seven hundred fifty thousand and no/100ths
     dollars ($2,750,000) on December 31, 2001 and five million and no/100ths
     dollars ($5,000,000) on December 31, 2002 and thereafter.

     3B.02 ADJUSTED FIXED CHARGE COVERAGE -- Borrower will not, as of the end of
     any fiscal quarter of Borrower (commencing December 31, 2001), suffer or
     permit the ratio of the aggregate of

          (a) the Net Income of the Borrower for that quarter and the three
          preceding quarters plus

          (b) the aggregate interest expense of the Borrower for that quarter
          and the three preceding quarters plus

          (c) the aggregate federal, state and local income taxes of the
          Borrower for that quarter and the three preceding quarters plus

          (d) the aggregate depreciation expense of the Borrower for that
          quarter and the three preceding quarters plus

          (e) the aggregate amortization expense of the Borrower for that
          quarter and the three preceding quarters

     to

          (1) the aggregate interest expense of the Borrower for that quarter
          and the three preceding quarters plus

          (2) the amount of all Funded Indebtedness (except for the Revolving
          Commitment) paid during that quarter and the three preceding quarters
          plus

          (3) Distributions to Borrower's stockholders during that quarter and
          the three preceeding quarters plus

          (4) net increase in advances to affiliates from December 31, 2000. In
          the case of a net reduction in advances to affiliates, such decrease
          will be a deducted at 50% of the net decrease

                                       12

<PAGE>

          to be less than 1.10:1.00 for the period ending December 31, 2001,
          1.25:1.00 for the period beginning January 1, 2002 and ending December
          31, 2002 and 1.35:1 for the period beginning January 1, 2003 and
          thereafter, all measured quarterly on a consolidated basis.

     3B.03 FUNDED INDEBTEDNESS TO EBITDA RATIO -- Borrower will not, as of the
     end of any fiscal quarter of Borrower (commencing December 31, 2001),
     suffer or permit the ratio of the Funded Indebtedness on the last day of
     the fiscal quarter of the Borrower to

          (a) the Net Income of the Borrower for that quarter and the three
          preceding quarters plus

          (b) the aggregate interest expense of the Borrower for that quarter
          and the three preceding quarters plus

          (c) the aggregate federal, state and local income taxes of the
          Borrower for that quarter and the three preceding quarters plus

          (d) the aggregate depreciation expense of the Borrower for that
          quarter and the three preceding quarters plus

          (e) the aggregate amortization expense of the Borrower for that
          quarter and the three preceding quarters

          to be greater than 4.25:1.00, all measured on a consolidated basis.

3C. AFFIRMATIVE COVENANTS -- Borrower agrees that so long as the Revolving
Commitments remain in effect and thereafter until the Subject Indebtedness shall
have been paid in full, the Companies will perform and observe each of the
following:

     3C.01 TAXES -- Each Company will pay in full

          (a) prior in each case to the date when penalties for the nonpayment
          thereof would attach, all taxes, assessments and governmental charges
          and levies for which it may be or become subject and

          (b) prior in each case to the date the claim would become delinquent
          for nonpayment, all other lawful claims (whatever their kind or
          nature) which, if unpaid, might become a lien or charge upon its
          property;

     PROVIDED, that no item need be paid so long as and to the extent that it is
     contested in good faith and by timely and appropriate proceedings which are
     effective to stay enforcement thereof and Borrower either posts a bond
     or otherwise establishes adequate reserves therefore.

     3C.02 FINANCIAL RECORDS -- Each Company will at all times keep true and
     complete financial records in accordance with GAAP and, without limiting
     the generality of the foregoing, make appropriate accruals to reserves for
     estimated and contingent losses and liabilities.

     3C.03 VISITATION -- Each Company will permit each Bank at all reasonable
     times upon reasonable advance notice except in the case of an emergency

                                       13

<PAGE>

          (a) to visit and inspect that Company's properties and examine its
          records at that Bank's expense and to make copies of and extracts from
          such records, and

          (b) to consult with that Company's directors, officers, employees,
          accountants, actuaries, trustees and plan administrators in respect of
          its financial condition, properties and operations and the financial
          condition of its Pension Plans, each of which parties is hereby
          authorized to make such information available to each Bank to the same
          extent that it would to that Company.

     3C.04 INSURANCE -- Each Company will

          (a) keep itself and all of its insurable properties insured at all
          times to such extent, with such deductibles, by such insurers and
          against such hazards and liabilities as is generally and prudently
          done by like businesses, EXCEPT that if a more specific standard is
          provided in any Related Writing, the more specific standard shall
          prevail, and

          (b) forthwith upon any Bank's written request, furnish to that Bank
          such information about Borrower's insurance as that Bank may from time
          to time reasonably request, which information shall be prepared in
          form and detail reasonably satisfactory to that Bank and certified by
          an officer of Borrower.

     3C.05 CORPORATE EXISTENCE -- Each Company will at all times maintain its
     corporate existence, rights and franchises; provided, that this subsection
     shall not prevent any dissolution in liquidation of any Subsidiary or any
     merger or consolidation permitted by subsection 3D.01.

     3C.06 COMPLIANCE WITH LAW -- Each Company will comply with all laws
     (whether federal, state or local and whether statutory, administrative or
     judicial or other) and with every lawful governmental order (whether
     administrative or judicial) and will, without limiting the generality of
     the foregoing,

          (a) use and operate all of its facilities and properties in material
          compliance with all Environmental Laws and handle all hazardous
          materials in material compliance therewith; keep in full effect each
          permit, approval, certification, license or other authorization
          required by any Environmental Law for the conduct of any material
          portion of its business; and comply in all other material respects
          with all Environmental Laws;

          (b) make a full and timely payment of premiums required by ERISA and
          perform and observe all such further and other requirements of ERISA
          such that no Default Under ERISA shall occur or begin to exist; and

          (c) comply with all material requirements of all occupational health
          and safety laws;

     PROVIDED, that this subsection shall not apply to any of the foregoing

          (i) if and to the extent that the same shall be contested in good
          faith by timely and appropriate proceedings which are effective to
          stay enforcement thereof and against which a bond has been posted or
          appropriate reserves shall have been established or

                                       14

<PAGE>

          (ii) in any other case if non-compliance therewith would not
          materially and adversely affect Borrower's [the Companies' combined]
          financial condition, properties or business.

     3C.07 PROPERTIES -- Each Company will maintain all fixed assets necessary
     to its continuing operations in good working order and condition, ordinary
     wear and tear excepted.

     3C.08 QUALIFICATION TO DO BUSINESS -- Each Company shall remain qualified
     to do business in each jurisdiction in which such qualification is required
     by law and in which the consequences of a failure to qualify would have a
     materially adverse effect on the business or financial condition of the
     Companies on a combined basis.

3D. NEGATIVE COVENANTS -- Borrower agrees that so long as the Revolving
Commitments remain in effect and thereafter until the Subject Indebtedness shall
have been paid in full, the Companies will perform and observe each of the
following:

     3D.01 EQUITY TRANSACTIONS -- No Company will

          (a) be a party to any merger or consolidation,

          (b) purchase or otherwise acquire all or substantially all of the
          assets and business of any corporation or other business enterprise if
          the purchase price exceeds one million two hundred fifty thousand
          Dollars ($1,250,000),

          (c) create, acquire or hold any Subsidiary, or be or become a party to
          any joint venture or partnership, or make or keep any investment in
          any stocks or other equity securities of any kind, except that this
          clause (c) shall not apply to Borrower's existing investments in the
          stocks and other equity securities of Subsidiaries or any other
          investment fully disclosed in Borrower's Most Recent 4A.04 Financial
          Statements or in the Supplemental Schedule (which shall not exceed, in
          the aggregate, $500,000 at cost value),

          (d) lease as lessor, sell, sell-leaseback or otherwise transfer
          (whether in one transaction or a series of transactions) all or any
          substantial part of its fixed assets EXCEPT chattels that shall have
          become obsolete or no longer useful in its present business, or

          (e) sell or otherwise transfer or issue (in the case of a Subsidiary)
          any shares of stock (other than shares issued or transferred solely
          for the purpose of qualifying directors under any applicable law) or
          other equity securities of any Subsidiary to anyone other than
          Borrower (except for MTC Manufacturing Corp., which may be sold to
          anyone);

     provided, that if no Default Under this Agreement shall then exist and if
     none would thereupon begin to exist, this subsection shall not apply to

          (i) any future investment by Borrower in stocks and other equity
          securities of its existing Subsidiaries, or

          (ii) any merger or consolidation involving only Subsidiaries, or any
          merger involving only Borrower and its Subsidiaries in which Borrower
          is the surviving corporation, or a dissolution and liquidation of its
          Subsidiary, or any transfer of assets between Companies.

                                       15

<PAGE>

     3D.02 CREDIT EXTENSIONS -- No Company will

          (a) make or keep any investment in any notes, bonds or other
          obligations of any kind for the payment of money or make or have
          outstanding at any time any advance or loan to anyone (except for
          aggregate advances to Affiliates at any one time not exceeding nine
          million five hundred thousand dollars ($9,500,000)) or

          (b) be or become a Guarantor of any kind;

     PROVIDED, that this subsection shall not apply to

          (i) any existing or future advance made to an officer or employee of
          any Company solely for the purpose of paying ordinary and necessary
          business expenses of such Company,

          (ii) any existing or future investment in direct obligations of the
          United States of America or any agency thereof, or in certificates of
          deposit issued by any Bank, or in any other money-market investment if
          it carries the highest quality rating of any nationally-recognized
          rating agency,

          (iii) any existing investment, advance, loan or Guaranty fully
          disclosed in Borrower's Most Recent 4A.04 Financial Statements or in
          the Supplemental Schedule,

          (iv) any existing or future Guaranty of any direct or contingent
          obligation owing to Banks or

          (v) any endorsement of a check or other medium of payment for deposit
          or collection, or any similar transaction in the normal course of
          business.

     3D.03 BORROWINGS -- No Company will create, assume or have outstanding at
     any time any indebtedness for borrowed money or any Funded Indebtedness of
     any kind; PROVIDED, that this subsection shall not apply to

          (i) the Subject Indebtedness,

          (ii) any Subordinated indebtedness,

          (iii) any existing or future indebtedness secured by a purchase money
          security interest permitted by subsection 3D.04 or incurred under a
          lease permitted by subsection 3D.04 or

          (iv) any existing indebtedness fully disclosed in Borrower's Most
          Recent 4A.04 Financial Statements or in the Supplemental Schedule or
          any renewal or extension thereof in whole or in part.

     3D.04 LIENS, LEASES -- No Company will

          (a) lease any property as lessee or acquire or hold any property
          subject to any land contract, Inventory consignment or other title
          retention contract,

          (b) sell or otherwise transfer any Receivables, whether with or
          without recourse or

                                       16

<PAGE>

          (c) suffer or permit any property now owned or hereafter acquired by
          it to be or become encumbered by any mortgage, security interest, lien
          or financing statement;

     PROVIDED, that this subsection shall not apply to

          (i) any real estate tax lien, lien for real property assessments, or
          any lien securing workers' compensation or unemployment insurance
          obligations, or any mechanic's, carrier's or landlord's lien, or any
          lien arising under ERISA, or any security interest arising under
          article four (bank deposits and collections) or five (letters of
          credit) of the Uniform Commercial Code, or any similar security
          interest or other lien, EXCEPT that this clause (i) shall apply only
          to security interests and other liens arising by operation of law
          (whether statutory or common law) and in the ordinary course of
          business and shall not apply to any security interest or other lien
          that secures any indebtedness for borrowed money or any Guaranty
          thereof or any obligation that is in material default in any manner
          (other than any default contested in good faith by timely and
          appropriate proceedings effective to stay enforcement of the security
          interest or other lien in question and against which a bond has been
          posted or appropriate reserves shall have been established),

          (ii) zoning or deed restrictions, conditions and reservations, public
          utility easements, minor title irregularities and similar matters in
          each case having no material adverse effect as a practical matter on
          the ownership or use of any of the property in question,

          (iii) any lien securing or given in lieu of surety, stay, appeal or
          performance bonds, or securing performance of contracts or bids (other
          than contracts for the payment of money borrowed), or deposits
          required by law or governmental regulations or by any court order,
          decree, judgment or rule or as a condition to the transaction of
          business or the exercise of any right, privilege or license, EXCEPT
          that this clause (iii) shall not apply to any lien or deposit securing
          an obligation that is in material default in any manner (other than
          any default contested in good faith by timely and appropriate
          proceedings effective to stay enforcement of the security interest or
          other lien in question and against which a bond has been posted or
          appropriate reserves shall have been established),

          (iv) any mortgage, security interest or other lien securing only the
          Subject Indebtedness,

          (v) any mortgage, security interest or other lien (each, a "purchase
          money security interest") which is created or assumed in purchasing,
          leasing (pursuant to a capitalized lease), constructing or improving
          any real property or equipment or to which any such property is
          subject when purchased, PROVIDED, that (A) the purchase money security
          interest shall be confined to the aforesaid property, (B) the
          indebtedness secured thereby does not exceed the total cost of the
          purchase, construction or improvement, (C) any such indebtedness, if
          repaid in whole or in part, cannot be reborrowed and (D) the aggregate
          amount of all such purchase money security interests do not exceed
          five hundred thousand dollars ($500,000) in any fiscal year,

          (vi) any lease other than any capitalized lease (it being agreed that
          a capitalized lease is a lien rather than a lease for the purposes of
          this Agreement) so long as the aggregate annual rentals of all such
          leases do not exceed two million dollars ($2,000,000),

                                       17

<PAGE>

          (vii) any mortgage, security interest or other lien which (together
          with the indebtedness secured thereby) is fully disclosed in
          Borrower's Most Recent 4A.04 Financial Statements or in the
          Supplemental Schedule or

          (viii) any financing statement perfecting a security interest that
          would be permissible under this subsection.

     3D.05 FIXED ASSETS -- The Companies, viewed on a consolidated basis, will
     not invest (net after trade-ins, if any) in fixed assets and leasehold
     improvements during any fiscal year (commencing with the present fiscal
     year) more than one million dollars ($1,000,000) plus their aggregate
     allowable obsolescence, amortization and depreciation charges for that year
     on a consolidated basis; provided, however, that, commencing with the next
     fiscal year after the present fiscal year, the Companies shall be permitted
     to add to such limit for each fiscal year any unused portion of such limit
     for the immediately preceding fiscal year.

     3D.06 DIVIDENDS -- No Company wil1 make or commit itself to make any
     Distribution to its shareholders at any time (if any Default Under This
     Agreement shall then exist or would thereupon occur).

     3D.07 SUBORDINATED NOTES -- Borrower will not assent to any amendment or
     modification of the subordination provisions in the seller's notes or
     increase the interest rate applicable thereto or prepay any principal
     thereon.

     3D.08 CHANGE IN NATURE OF BUSINESS -- No Company shall make any material
     change in the nature of its business as carried on at the date hereof.

     3D.09 ACCOUNTING CHANGES -- No Company shall make or permit any change in
     accounting policies or reporting practices, except as required by law or as
     required or permitted by GAAP applicable to such Company from time to time.

     3D.10 AMENDMENT; DEFAULT OF MATERIAL CONTRACTS -- Other than in the
     exercise of reasonable business judgment, no Company shall cancel or
     terminate any Material Contract or consent to or accept any cancellation or
     termination thereof. No Company shall (i) amend or otherwise modify in any
     material respect any Material Contract or give any consent, waiver or
     approval thereunder; (ii) permit any material default by such Company to
     exist beyond any applicable cure period; (iii) waive any material default
     under or breach of any Material Contract by any other party; or (iv) agree
     in any manner to any other material amendment, modification or change of
     any term or condition of any Material Contract or take any other action in
     connection with any Material Contract, in any case, that might reasonably
     be expected to have a material adverse effect on the business or financial
     condition of the Companies on a combined basis or that would materially
     impair the interest or rights of Agent or any Bank.

     3D.11 USE OF PROCEEDS -- The Borrower shall not use the proceeds of any
     Revolving Loan for any purpose other than the refinancing of the existing
     indebtedness to the Banks, valid business activities, general corporate
     purposes consistent with and subject to the terms and provisions hereof.

     3D.12 ADVERSE OBLIGATIONS; LABOR DISPUTES -- No Company shall be subject to
     any contract, agreement, corporate restriction, judgment, decree or order
     materially and adversely

                                       18

<PAGE>

     affecting the business, property, assets, operations or condition,
     financial or otherwise, of the Companies on a combined basis. No Company
     shall be a party to any labor dispute other than grievance disputes which
     do not materially and adversely affect the business, property, assets,
     operations or condition, financial or otherwise, of the Companies on a
     combined basis. No Company shall be subject to any material strikes, slow
     downs, walkouts or other concerted interruptions of operations by employees
     whether or not relating to any labor contracts, other than strikes, slow
     downs, walkouts or other concerted interruptions which do not materially
     and adversely affect the business, property, assets, operations or
     condition, financial or otherwise, of the Companies on a combined basis.

4A. CLOSING -- Prior to or at the execution and delivery of this Agreement
Borrower shall have complied or caused compliance with each of the following:

     4A.01 REVOLVING NOTES -- Borrower shall execute and deliver to each Bank a
     Revolving Note in accordance with subsection 2C.01.

     4A.02 RESOLUTIONS/INCUMBENCY -- Borrower's secretary or assistant secretary
     shall have certified to Banks (a) a copy of resolutions duly adopted by
     Borrower's board of directors in respect of this Agreement and the
     transactions contemplated hereby and (b) the names and true signatures of
     officers authorized to execute and deliver this Agreement and Related
     Writings on behalf of Borrower.

     4A.03 LEGAL OPINION -- The Borrower's counsel shall have rendered to Banks
     their written opinion in respect of the matters referred to in subsections
     4B.01, 4B.02, 4B.03 and 4B.04 and in respect of the perfection of each
     mortgage, security interest or other lien referred to in this section 4A,
     which opinion shall be in such form and substance (and may be subject only
     to such qualifications and exceptions, if any) as shall be satisfactory to
     Banks and substantially similar to the acceptable form of legal opinion
     previously provided by Agent to Borrower and its counsel.

     4A.04 FINANCIAL STATEMENTS -- Borrower shall have furnished to Banks at
     least one (1) true and complete copy of each of the following: the annual
     audit report (including, without limitation, all financial statements
     therein and notes thereto and the accompanying accountants' opinion and
     management report) of the Companies prepared as at December 31, 2000 and
     annual audit reports for each of the two (2) next preceding fiscal years.

     4A.05 SECURITY AGREEMENTS -- Borrower shall have executed and delivered a
     security agreement being in form and substance satisfactory to Banks and
     granting Agent, on behalf of the Banks, security interests in and to all of
     Borrower's existing and future equipment, Inventory, Receivables, general
     intangibles and books and records as security for the Subject Indebtedness
     (and, in the case of each Subsidiary of Borrower, as security for such of
     that Subsidiary's existing and future indebtedness to Borrower in which
     Agent shall have a security interest). Borrower shall have joined with
     Agent in executing and filing such financing statements and other documents
     and in making and doing such further and other acts and things as Agent may
     deem necessary for the evidence, perfection or other protection of Banks'
     security interests.

     4A.06 DOCUMENTATION FEE -- Borrower shall have paid Agent, for its own
     account, a documentation fee of five thousand dollars ($5,000).

                                       19

<PAGE>

     4A.07 LIEN WAIVERS -- Each Company shall provide Agent with duly executed
     written lien waivers in favor of Agent from each lessor, bailee,
     warehouseman, materialman, mortgagee or similarly situated person or entity
     who may, with respect to any location at which any of the collateral for
     the Subject Indebtedness is to be located or stored, by operation of law or
     otherwise, have any lien or like interest in or upon such collateral.

     4A.08 OTHER DOCUMENTS -- Borrower shall execute or deliver to Agent such
     other agreements, instruments and documents, including, without limitation,
     those listed below, which Agent may require to be executed and/or delivered
     in connection herewith (all of which shall be in form and substance
     acceptable to Agent and its counsel):

          (a) Evidence that Borrower possesses insurance satisfying the
          requirements of Section 3C.04 hereof. Insurance certificates
          respecting the same shall be delivered to Agent on behalf of the Banks
          and shall name Agent as lender loss payee. In addition, the
          certificates shall contain a statement that Agent will be provided
          with thirty (30) days written notice prior to any cancellation,
          termination or expiration of such insurance coverage and such
          statement may not provide that the issuing company will merely
          "endeavor to" provide such notice nor may such statement contain
          limitation of liability language for the issuing company or its
          representatives in the event of their failure to provide such notice;

          (b) Certificates of good standing for Borrower issued by the Secretary
          of State of its state of incorporation and the Secretary of State of
          each other jurisdiction in which it is required by reason of its
          business, the ownership of properties or the location of employees;

          (c) a copy of the articles/certificate of incorporation or other
          charter document of Borrower certified by the Secretary of State of
          its state of incorporation; and

          (d) A disbursement authorization, in form and substance acceptable to
          Agent, directing the disbursement of the proceeds of the Revolving
          Loans.

4B. REPRESENTATIONS/WARRANTIES -- Subject only to such additions and exceptions,
if any, as may be set forth in the Supplemental Schedule or in Borrower's Most
Recent 4A.04 Financial Statements, Borrower represents and warrants as follows:

     4B.01 EXISTENCE -- Borrower is a duly organized and validly existing Ohio
     corporation in good standing. Exhibit F sets forth the name of each of
                                   ---------
     Borrower's Subsidiaries, the address of its chief executive office and the
     jurisdiction in which it is incorporated as of the closing date. Each
     Subsidiary is duly qualified to transact business in each state or other
     jurisdiction in which it owns or leases any real property or in which the
     nature of the business conducted makes such qualification necessary or, if
     not so qualified, such failure to qualify will have no material adverse
     effect upon such Subsidiary's or Borrower's financial condition and its
     ability to transact business. Each Subsidiary's outstanding stock is fully
     paid and non-assessable and owned by Borrower free from any security
     interests, option, equity or other right of any kind.

     4B.02 GOVERNMENTAL RESTRICTIONS -- No registration with or approval of any
     governmental agency of any kind is required on the part of any Company for
     the due execution and delivery or for the enforceability of this Agreement
     or any Related Writing other than the filing or recording of documents with
     public officials, the noting of title certificates and similar acts and

                                       20

<PAGE>

     things related to the perfection of the mortgages, security interests and
     other liens referred to in section 4A.

     4B.03 CORPORATE AUTHORITY -- Borrower has requisite corporate power and
     authority to enter into this Agreement and to obtain and secure the Subject
     Indebtedness in accordance with this Agreement. The officer executing and
     delivering this Agreement on behalf of Borrower has been duly authorized to
     do so and to execute and deliver the Subject Notes and other Related
     Writings in accordance with section 4A. Neither the execution and delivery
     of this Agreement or any Related Writing by Borrower nor their performance
     and observance of the respective provisions thereof will violate any
     existing provision in their articles of incorporation, regulations or
     by-laws or any applicable law or violate or otherwise constitute a default
     under any contract or other obligation now existing and binding upon them.
     Upon the execution and delivery thereof, this Agreement and the aforesaid
     Related Writings will each become a valid and binding obligation
     enforceable against Borrower according to their respective terms subject,
     however, to any applicable insolvency or bankruptcy law of general
     applicability and general principles of equity. Each Subsidiary (a) will
     derive a direct pecuniary benefit herefrom, which benefit is a fair
     equivalent for the obligation incurred, (b) will be solvent immediately
     after the execution and delivery of this Agreement, (c) has sufficient
     capital by any reasonable standard for all businesses in which it is
     engaged or will, in the foreseeable future, be engaged, and (d) believes
     and intends that the liabilities which it will incur in the foreseeable
     future are not beyond its ability to pay as they mature.

     4B.04 LITIGATION -- No litigation or proceeding is pending or currently
     threatened against any Company before any court, administrative agency or
     arbitrator which might, if successful, have a material adverse effect on
     such Company.

     4B.05 TAXES -- Borrower has filed all federal, state and local tax returns
     which are required to be filed by it and paid all taxes due as shown
     thereon (EXCEPT to the extent, if any, permitted by subsection 3C.01). The
     Internal Revenue Service has not alleged any material default by Borrower
     in the payment of any tax material in amount or threatened to make any
     assessment in respect thereof which has not been reflected in Borrower's
     Most Recent 4A.04 Financial Statements.

     4B.06 TITLE -- Borrower has good and marketable title to all assets
     reflected in Borrower's Most Recent 4A.04 Financial Statements EXCEPT for
     changes resulting from transactions in the ordinary course of business. All
     such assets are free of any mortgage, security interest or other lien of
     any kind other than any permitted by subsection 3D.04.

     4B.07 LAWFUL OPERATIONS -- Borrower's operations have at all relevant times
     been and continue to be in material compliance with all requirements
     imposed by law, whether federal, state or local, whether statutory,
     regulatory or other, including (without limitation) ERISA, all
     Environmental Laws, and occupational safety and health laws and all zoning
     ordinances. Without limiting the generality of the foregoing,

          (a) no condition exists at, on or under any facility or other property
          now or previously owned by Borrower which would give rise to any
          material liability under any Environmental Law; and Borrower has not
          received any notice from any governmental agency, court or anyone else
          that it is a potentially responsible party for the clean-up of any
          environmental waste site, is in violation of any environmental permit
          or law or has been placed on any registry of solid or hazardous waste
          disposal site;

                                       21

<PAGE>

          (b) No material Accumulated Funding Deficiency exists in respect of
          any of the Companies' Pension Plans; and no Reportable Event has
          occurred in respect of any such plan which is continuing and which
          constitutes grounds either for termination of the plan or for court
          appointment of a trustee for the administration thereof.

     4B.08 INSURANCE -- Borrower's insurance coverage complies with the
     standards set forth in subsection 3C.04 and those set forth in the Related
     Writings referred to in subsection 4A.05.

     4B.09 FINANCIAL STATEMENTS -- Each of the financial statements referred to
     in subsection 4A.04 has been prepared in accordance with GAAP applied on a
     basis consistent with those used by it during its then next preceding full
     fiscal year EXCEPT to the extent, if any, specifically noted therein and
     fairly presents in all material respects (subject to routine year-end audit
     adjustments in the case of the unaudited financial statements) the combined
     financial condition of Borrower as of the date thereof (including a full
     disclosure of material contingent liabilities, if any) and the combined
     results of their operations, if any, for the fiscal period then ending.
     There has been no material adverse change in the financial condition,
     properties or business of Borrower since the date of Borrower's Most Recent
     4A.04 Financial Statements nor any change in their accounting policies or
     procedures since the end of Borrower's latest full fiscal year covered by
     those statements.

     4B.10 INDEBTEDNESS -- Borrower has no outstanding indebtedness for borrowed
     money or any Funded Indebtedness of any kind except any permitted by
     subsection 3D.03.

     4B.11 DEFAULTS -- No Default Under This Agreement exists, nor will any
     exist immediately after the execution and delivery of this Agreement.

     4B.12 FULL DISCLOSURE -- Neither this Agreement or any Related Writing, nor
     any written statement made by Borrower in connection herewith or therewith,
     contains any untrue statement of a material fact or omits a material fact
     necessary to make the statements contained herein or therein not
     misleading. There is no fact which Borrower has not disclosed to Banks
     which has or is likely to have a material adverse effect on Borrower's
     property, business, operations, prospects, profitability or condition
     (financial or otherwise) or on Borrower's ability to repay the Subject
     Indebtedness or Bank's (or Agent's) lien and security interest in the
     collateral or the priority thereof as contemplated hereby and in the
     Related Writings.

5A. EVENTS OF DEFAULT -- Each of the following shall constitute an Event Of
Default hereunder:

     5A.01 PAYMENTS -- If any principal included in the Subject Indebtedness
     shall not be paid in full promptly when the same becomes payable; or if any
     Subject Indebtedness (EXCEPT principal) or any other Debt of Borrower or
     any thereof to Banks and Agent or any thereof (EXCEPT any payable on
     demand) shall not be paid in full promptly when the same becomes payable
     and shall remain unpaid for five (5) consecutive days thereafter; or if
     such of the Debt of Borrower or any thereof to Banks and Agent or any
     thereof as may be payable on demand shall not be paid in full within five
     (5) days after any actual demand for payment.

     5A.02 WARRANTIES -- If any representation, warranty or statement made in
     this Agreement or in any Related Writing referred to in section 4A shall be
     false or erroneous in any respect; or if any representation, warranty or
     statement hereafter made by or on behalf of Borrower in any Related Writing
     not referred to in section 4A shall be false or erroneous in any material
     respect.

                                       22

<PAGE>

     5A.03 COVENANTS WITHOUT GRACE -- If Borrower shall fail or omit to perform
     or observe any provisions in subsections 3A.02 or 3B.01 through 3B.03, both
     inclusive.

     5A.04 COVENANTS WITH GRACE -- If anyone (other than the Banks and Agent and
     their respective agents) shall fail or omit to perform and observe any
     agreement (other than those referred to in subsection 5A.01 or 5A.03 and
     not including the representations, warranties and statements referred to in
     subsection 5A.02) contained in this Agreement or any Related Writing that
     is on its part to be complied with, and that failure or omission shall not
     have been fully corrected within thirty (30) days after the giving of
     written notice to Borrower by any Bank or Agent that it is to be remedied.

     5A.05 CROSS-DEFAULT -- If any indebtedness of Borrower for borrowed money
     (regardless of maturity) or any of its Funded Indebtedness shall be or
     become "in default" (as defined below) (EXCEPT any if and so long as the
     aggregate unpaid principal balance of all such indebtedness in default does
     not exceed two hundred fifty thousand dollars ($250,000)) at any one time
     outstanding. In this subsection, "in default" means that (a) there shall
     have occurred (or shall exist) in respect of the indebtedness in question
     (either as in effect at the date of this Agreement or as in effect at the
     time in question) any event, condition or other thing which constitutes, or
     which with the giving of notice or the lapse of any applicable grace period
     or both would constitute, a default which accelerates (or permits any
     creditor or creditors or representative or creditors to accelerate) the
     maturity of any such indebtedness; or (b) any such indebtedness (other than
     any payable on demand) shall not have been paid in full at its stated
     maturity; or (c) any such indebtedness payable on demand shall not have
     been paid in full within ten (10) Banking Days after any actual demand for
     payment.

     5A.06 OWNERSHIP -- If Rajesh Soin and the direct or indirect members (by
     blood, adoption or marriage) of their respective immediate families
     (including, without limitation, any trustee of a trust established for the
     primary benefit of any or all of them) shall cease to own a majority of
     Borrower's outstanding capital stock or cease to have the unconditional
     right to elect a majority of Borrower's board of directors.

     5A.07 BORROWER'S SOLVENCY -- If (a) Borrower shall discontinue operations,
     or (b) Borrower shall commence any Insolvency Action of any kind or admit
     (by answer, default or otherwise) the material allegations of, or consent
     to any relief requested in, any Insolvency Action of any kind commenced
     against Borrower by its creditors or any thereof, or (c) any creditor or
     creditors shall commence against Borrower any Insolvency Action of any kind
     which shall remain in effect (neither dismissed nor stayed) for thirty (30)
     consecutive days.

     5A.08 SUBSIDIARIES' SOLVENCY -- If (a) any Subsidiary of Borrower shall
     commence any Insolvency Action of any kind or admit (by answer, default or
     otherwise) the material allegations of, or consent to any relief requested
     in, any Insolvency Action of any kind commenced against that Subsidiary by
     its creditors or any thereof, or (b) any creditor or creditors of any
     Subsidiary of Borrower shall commence against that Subsidiary any
     Insolvency Action of any kind which shall remain in effect (neither
     dismissed nor stayed) for thirty (30) consecutive days.

     5A.09 MATERIAL ADVERSE CHANGE -- If there shall occur any event, condition
     or other thing that has, or in Banks' judgment is likely to have, a
     material adverse effect on the financial condition, properties or business
     operations of Borrower taken as a whole or on Banks' or Agent's

                                       23

<PAGE>

     ability to enforce any material right arising under or in connection with
     this Agreement or any other Related Writing.

     5A.10 INSECURITY -- If Banks give Borrower written notice that, in the
     exercise of their reasonable discretion in good faith, they feel that the
     prospect of payment or performance of any obligation evidenced by this
     Agreement (or any security therefore) is impaired.

5B. EFFECTS OF DEFAULT -- Notwithstanding any contrary provision or inference in
this Agreement or in any Related Writing:

     5B.01 OPTIONAL DEFAULTS -- If any Event Of Default referred to in
     subsections 5A.01 through 5A.06, both inclusive, or 5A.08, 5A.09 or 5A.10
     shall occur and be continuing, Banks shall have the right in their
     discretion, by giving written notice to Borrower,

          (a) to terminate the Revolving Commitments (if not already expired or
          reduced to zero pursuant to section 2B or terminated pursuant to this
          section) and no Bank shall have any obligation thereafter to grant any
          Revolving Loan to Borrower, and

          (b) to accelerate the Maturity of all of the Subject Indebtedness and
          all other Debt, if any, then owing to the Banks and Agent or any
          thereof (other than Debt, if any, already due and payable), and all
          such Debt shall thereupon become and thereafter be immediately due and
          payable in full without any presentment or demand and without any
          further or other notice of any kind, all of which are hereby waived by
          Borrower.

     5B.02 AUTOMATIC DEFAULTS -- If any Event Of Default referred to in
     subsection 5A.07 shall occur,

          (a) the Revolving Commitments shall automatically and immediately
          terminate (if not already expired or reduced to zero pursuant to
          section 2B or terminated pursuant to this section) and no Bank shall
          have any obligation thereafter to grant any Revolving Loan to
          Borrower, and

          (b) all of the Subject Indebtedness and all other Debt, if any, then
          owing to the Banks and Agent or any thereof (other than Debt, if any,
          already due and payable) shall thereupon become and thereafter be
          immediately due and payable in full, all without any presentment,
          demand or notice of any kind, which are hereby waived by Borrower.

     5B.03 OFFSETS -- If there shall occur or exist any Default Under This
     Agreement then, so long as that Default Under This Agreement exists, each
     Bank shall have the right at any time to set off against and to appropriate
     and apply toward the payment of the Subject Indebtedness then owing to it
     (and any participation purchased or to be purchased pursuant to subsection
     5B.05), whether or not the same shall then have matured, any and all
     deposit balances then owing by that Bank to or for the credit or account of
     Borrower or any thereof, all without notice to or demand upon Borrower or
     any Subsidiary or any other person, all such notices and demands being
     hereby expressly waived.

     5B.04 EQUALIZATION -- Each Bank agrees with the other Bank that if at any
     time it shall obtain any Advantage over the other Bank or any thereof in
     respect of the Subject Indebtedness it will purchase from such other Bank,
     for cash and at par, such additional participation in the Subject

                                       24

<PAGE>

     Indebtedness owing to the other as shall be necessary to nullify the
     Advantage. If any such Advantage resulting in the purchase of an additional
     participation as aforesaid shall be recovered in whole or in part from the
     Bank receiving the Advantage, each such purchase shall be rescinded, and
     the purchase price restored (with interest and other charges if and to the
     extent actually incurred by the Bank receiving the Advantage) Ratably to
     the extent of the recovery. During the existence of any Event of Default,
     any payment (whether made voluntarily or involuntarily, by offset of any
     deposit or other indebtedness or otherwise) of any indebtedness for
     borrowed money owing by Borrower to any Bank shall be applied to the
     Subject Indebtedness owing to that Bank until the same shall have been paid
     in full before any thereof shall be applied to other indebtedness for
     borrowed money owing to that Bank.

6A. INDEMNITY: STAMP TAXES -- Borrower will pay all stamp taxes and similar
taxes, if any, including interest and penalties, if any, payable in respect of
the issuance of the Subject Indebtedness.

6B. INDEMNITY: GOVERNMENTAL COSTS/LIBOR-RATE LOANS -- If

     (a) there shall be introduced or changed any treaty, statute, regulation or
     other law, or there shall be made any change in the interpretation or
     administration thereof, or there shall be made any request from any central
     bank or other lawful governmental authority, the effect of any of which
     events shall be to (1) impose, modify or deem applicable any reserve or
     special deposit requirements against assets held by or deposits in or Loans
     by any national banking association or other commercial banking institution
     (whether or not applicable to any Bank) or any Bank or (2) subject any Bank
     to any tax, duty, fee, deduction or withholding or (3) change the basis of
     taxation of payments due to any Bank from Borrower (otherwise than by a
     change in taxation of that Bank's overall Net Income), or (4) impose on any
     Bank any penalty in respect of any loans bearing interest at a LIBOR rate
     and

     (b) in that Bank's sole opinion any such event (1) increases (or, if the
     event were applicable to that Bank, would increase) the cost of making,
     funding or maintaining any loans at such rate or (2) reduces the amount of
     any payment to be made to that Bank in respect of the principal or interest
     on any loans bearing interest at such rate or other payment under this
     Agreement,

then, within fifteen (15) business days of such Bank's demand, Borrower shall
from time to time pay Bank an amount equal to each such cost increase or reduced
payment, as the case may be.

6C. INDEMNITY: FUNDING COSTS -- Borrower agrees to indemnify each Bank against
any loss relating in any way to its funding of any loan bearing interest at a
LIBOR rate paid before its stated Maturity (whether a prepayment or a payment
following any acceleration of Maturity) and to pay that Bank, as liquidated
damages for any such loss, an amount (discounted to the present value in
accordance with standard financial practice at a rate equal to the Treasury
Yield) equal to interest computed on the principal payment from the payment date
to the respective stated maturities thereof at a rate equal to the difference of
the contract rate less the Treasury Yield, all as determined by that Bank in its
reasonable discretion. "Treasury Yield" means the annual yield on direct
obligations of the United States having a principal amount and Maturity similar
to that of the principal being paid.

6D. CREDIT REQUESTS -- Whenever Borrower shall revoke any Credit Request for a
LIBOR loan, or shall for any other reason fail to borrow pursuant thereto or
otherwise comply therewith, or shall fail to honor any prepayment notice, then,
in each case on any Bank's demand, Borrower shall pay each Bank

                                       25

<PAGE>

such amount as will compensate it for any loss, cost or expense incurred by it
by reason of its liquidation or reemployment of deposits or other funds.

6E. INDEMNITY: UNFRIENDLY TAKEOVERS -- Borrower agrees to indemnify each Bank
and Agent (each an "Indemnitee") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any kind
(including, without limitation, the reasonable fees and disbursements of counsel
in connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitee shall be designated a party thereto) which may be
incurred by each Indemnitee relating to or arising out of any actual or proposed
use of proceeds of the Subject Loans in connection with the financing of an
acquisition of any corporation or other business entity, PROVIDED that no
Indemnitee shall have the right to be indemnified hereunder for its own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.

6F. INDEMNITY: CAPITAL REQUIREMENTS -- If

     (a) at any time any governmental authority shall require any Bank (or any
     corporate shareholder of that Bank), whether or not the requirement has the
     force of law, to maintain, as support for that Bank's Revolving Commitment,
     capital in a specified minimum amount that either is not required or is
     greater than that required at the date of this Agreement, whether the
     requirement is implemented pursuant to the "risk-based capital guidelines"
     (published at 12 CFR 3 in respect of "national banking associations", 12
     CFR 208 in respect of "state member banks" and 12 CFR 225 in respect of
     "bank holding companies") or otherwise, and

     (b) as a result thereof the rate of return on capital of that Bank or its
     shareholder or both (taking into account their then policies as to capital
     adequacy and assuming full utilization of their capital) shall be directly
     or indirectly reduced by reason of any new or added capital thereby
     allocable to that Bank's Revolving Commitment,

then and in each such case Borrower shall, on that Bank's demand, pay that Bank
as an additional fee such amounts as will in that Bank's reasonable opinion
reimburse that Bank or its shareholder for any such reduced rate of return.

6G. INDEMNITY: COLLECTION COSTS -- If any Event Of Default shall occur and shall
be continuing Borrower will pay the Banks and Agent such further amounts, to the
extent permitted by law, as shall cover their respective costs and expenses
(including, without limitation, the reasonable fees, interdepartmental charges
and disbursements of its counsel) incurred in collecting the Subject
Indebtedness or in otherwise enforcing its rights and remedies in respect
thereof.

6H. CERTIFICATE FOR INDEMNIFICATION -- Each demand by Agent or a Bank for
payment pursuant to section 6A, 6B, 6C, 6D, 6E, 6F or 6G shall be accompanied by
a certificate setting forth the reason for the payment, the amount to be paid,
and the computations and assumptions in determining the amount, which
certificate shall be presumed to be correct in the absence of manifest error. In
determining the amount of any such payment, each Bank may use reasonable
averaging and attribution methods.

7A. BANK'S PURPOSE -- Each Bank represents and warrants to the other Banks and
to Borrower that such Bank is familiar with the Securities Act of 1933 as
amended and the rules and regulations thereunder and is not entering into this
Agreement with any intention of violating that Act or any rule or regulation

                                       26

<PAGE>

thereunder, it being understood, however, that each Bank shall at all times
retain full control of the disposition of its assets.

7B. AGENT -- Each Bank irrevocably appoints National City to be its agent with
full authority to take such actions, and to exercise such powers, on behalf of
the Banks in respect of this Agreement and the Related Writings as are therein
respectively delegated to Agent or as are reasonably incidental to those
delegated powers.

     7B.01 NATURE OF APPOINTMENT -- Agent shall have no fiduciary relationship
     with any Bank by reason of this Agreement and the Related Writings, nor
     shall Agent have any duty or responsibility whatever to any Bank EXCEPT
     those expressly set forth in this Agreement and the Related Writings.
     Without limiting the generality of the foregoing, each Bank acknowledges
     that Agent is acting as such solely as a convenience to the Banks and not
     as a manager of the Subject Loans or Subject Indebtedness. This section 7B
     does not confer any rights upon Borrower or anyone else (EXCEPT Agent and
     the Banks), whether as a third party beneficiary or otherwise.

     7B.02 NATIONAL CITY AS A BANK; OTHER TRANSACTIONS -- National City's rights
     under this Agreement and the Related Writings shall not be affected by its
     serving as Agent. National City and its affiliates may generally transact
     any banking, financial, trust, advisory or other business with Borrower
     (including, without limitation, the acceptance of deposits, the extension
     of credit, forward exchange rate contracts, interest rate caps, swaps,
     collars and other like contracts and the acceptance of fiduciary
     appointments) without notice to the Banks, without accounting to the Banks,
     and without prejudice to National City's rights as a Bank under this
     Agreement and the Related Writings.

     7B.03 INSTRUCTION FROM BANKS -- Agent shall not be required to exercise any
     discretion or take any action as to matters not expressly provided for by
     this Agreement and the Related Writings (including, without limitation,
     collection and enforcement actions in respect of the Subject Indebtedness
     and any collateral therefor) EXCEPT that Agent shall take such action (or
     omit to take such action) as may be reasonably requested of it in writing
     by all the Banks, which instructions and which actions and omissions shall
     be binding upon all the Banks; PROVIDED, that Agent shall not be required
     to act (nor omit any act) if, in its judgment, any such action or omission
     might expose Agent to personal liability or might be contrary to this
     Agreement, any Related Writing or any applicable law.

     7B.04 BANKS' DILIGENCE -- Each Bank

          (a) represents and warrants that it has made its decision to enter
          into this Agreement and the Related Writings and

          (b) agrees that it will make its own decision as to taking or not
          taking future actions in respect of this Agreement and the Related
          Writings

     in each case without reliance on Agent or any other Bank and on the basis
     of its independent credit analysis and its independent examination of and
     inquiry into such documents and other matters as it deems relevant and
     material.

     7B.05 NO IMPLIED REPRESENTATIONS -- Agent shall not be liable for any
     representation, warranty, agreement or obligation of any kind of any other
     party to this Agreement or anyone else,

                                       27

<PAGE>

     whether made or implied by Borrower in this Agreement or any Related
     Writing or by a Bank in any notice or other communication or by anyone else
     or otherwise.

     7B.06 SUB-AGENTS -- Agent may employ agents and shall not be liable (EXCEPT
     as to money or property received by it or its agents) for any negligence or
     misconduct of any such agent selected by it with reasonable care. Agent may
     consult with legal counsel, certified public accountants and other experts
     of its choosing (including, without limitation, National City's salaried
     employees, any employed by Borrower or any otherwise not independent) and
     shall not be liable for any action or inaction taken or suffered in good
     faith by it in accordance with the advice of any such counsel, accountants
     or other experts.

     7B.07 AGENT'S DILIGENCE -- Agent shall not be required (a) to keep itself
     informed as to anyone's compliance with any provision of this Agreement or
     any Related Writing, (b) to make any inquiry into the properties; financial
     condition or operations of Borrower or any other matter relating to this
     Agreement or any Related Writing (c) to report to any Bank any information
     (other than which this Agreement or any Related Writing expressly requires
     to be so reported) that Agent or any of its affiliates may have or acquire
     in respect of Borrower's properties, business or financial condition or any
     other matter relating to this Agreement or any Related Writing or (d) to
     inquire into the validity, effectiveness or genuineness of this Agreement
     or any Related Writing.

     7B.08 NOTICE OF DEFAULT -- Agent shall not be deemed to have knowledge of
     any Event of Default unless and until it shall have received a written
     notice describing it and citing the relevant provision of this Agreement or
     any Related Writing.

     7B.09 AGENT'S LIABILITY -- Neither Agent nor any of its directors,
     officers, employees, attorneys and other agents shall be liable for any
     action or omission on their respective parts EXCEPT for gross negligence or
     willful misconduct.

     7B.10 COMPENSATION -- At the execution and delivery of this Agreement and
     annually thereafter so long as any Subject Loans are outstanding, Borrower
     shall pay Agent a fee to be determined by mutual agreement of Borrower and
     Agent. Agent shall receive no other compensation for its services as agent
     of the Banks in respect of this Agreement and the Related Writings, but
     Borrower shall reimburse Agent periodically on its demand for out-of-pocket
     expenses, if any, reasonably incurred by it as such.

     7B.11 DISBURSEMENTS -- Whenever Agent shall receive any funds in respect of
     the Subject Indebtedness or otherwise in respect of this Agreement or any
     Related Writing, whether from Borrower for the account of the Banks or from
     the Banks for the account of Borrower, Agent shall disburse the funds on
     the day the funds shall be deemed to have been received. Agent shall be
     entitled (but not obligated) to make a timely disbursement of loan proceeds
     to Borrower before actually receiving funds from the Banks (EXCEPT if and
     to the extent Agent shall have received written instructions to the
     contrary from any Bank or Banks) and to make a timely disbursement of
     payments to the Banks before actually receiving funds from Borrower. If the
     funds to be disbursed are not received by Agent on a timely basis, Agent at
     its option may (a) rescind the disbursement and require the recipient to
     return the funds in question with interest or (b) require the party who
     failed to furnish the funds for disbursement on a timely basis to pay Agent
     interest thereon -- the interest in each case to be computed at the Federal
     Funds Rate and to be paid on demand.

                                       28

<PAGE>

     7B.12 AGENT'S INDEMNITY -- The Banks shall indemnify Agent (to the extent
     Agent is not reimbursed by Borrower) from and against any loss or liability
     (other than any caused by Agent's gross negligence or willful misconduct)
     incurred by Agent as such in respect of this Agreement or any Related
     Writing and from and against any out-of-pocket expenses incurred in
     defending itself or otherwise related to this Agreement or any Related
     Writing including, without limitation, reasonable fees and disbursements of
     legal counsel of its own selection (including, without limitation, the
     reasonable interdepartmental charges of its salaried attorneys) in the
     defense of any claim against it or in the prosecution of its rights and
     remedies as Agent; PROVIDED, that each Bank shall be liable for only its
     Ratable share of the whole loss or liability.

     7B.13 RESIGNATION -- Agent (or any successor) may resign as such at any
     time upon thirty (30) days' prior written notice to Borrower and to each
     Bank, in which event all the Banks may appoint a successor agent by giving
     written notice thereof to Borrower and the resigning agent. In the absence
     of a timely appointment, Agent shall have the right (but not the duty) to
     make a temporary appointment of any Bank (but only with that Bank's
     consent) to act as its successor pending an appointment pursuant to the
     next preceding sentence. In either case, the successor agent shall deliver
     its written acceptance of appointment to Borrower, to each Bank and to the
     former agent, whereupon the successor agent shall automatically acquire and
     assume all the rights and duties as those prescribed for Agent by this
     section 7B. Any resigning agent shall execute and deliver such assignments
     and other writings as the successor agent may reasonably require to
     facilitate its becoming the successor agent.

7C. PARTICIPATION OF REVOLVING LOANS -- Each Bank shall have the right at any
time or times to sell or otherwise transfer participating interests in its
Revolving Loans in whole or in part and without recourse, PROVIDED, that
Borrower and Agent retain the right, for the purposes of this Agreement, to
continue to treat the seller as the sole record holder of the Revolving Loan or
Revolving Loans in question EXCEPT if and to the extent the seller's Revolving
Commitment shall have been transferred in accordance with section 7C. In the
event of a participation, the selling Bank will remain the holder of all
applicable notes.

8. INTERPRETATION -- This Agreement and the Related Writings shall be governed
by the following provisions:

     8.01 WAIVERS -- The Banks and Agent may from time to time grant waivers and
     consents in respect of this Agreement or any Related Writing or assent to
     amendments thereof, but no such waiver, consent or assent shall be binding
     upon the Banks and Agent or any thereof unless (a) it shall have been
     reduced to writing, each such writing to be narrowly construed and (b) the
     waiver, consent or amendment shall have been approved by all of the Banks
     and Agent. Without limiting the generality of the foregoing, Borrower
     agrees that no course of dealing in respect of, nor any omission or delay
     in the exercise of, any right, power or privilege by Banks and Agent or any
     thereof shall operate as a waiver thereof, nor shall any single or partial
     exercise thereof preclude any further or other exercise thereof or of any
     other right, power or privilege, and each such right, power or privilege
     may be exercised either independently or concurrently with others and as
     often and in such order as the party or parties exercising the same may
     deem expedient.

     8.02 CUMULATIVE PROVISIONS -- Each right, power or privilege specified or
     referred to in this Agreement or any Related Writing is in addition to and
     not in limitation of any other rights, powers and privileges that Banks and
     Agent may respectively otherwise have, or acquire by

                                       29

<PAGE>

     operation of law, by other contract or otherwise. All rights, powers and
     privileges shall be deemed cumulative.

     8.03 BINDING EFFECT -- The provisions of this Agreement and the Related
     Writings shall bind and benefit Borrower, Agent and each Bank and their
     respective successors and assigns, including each subsequent holder, if
     any, of the Subject Notes or any thereof; PROVIDED, that no person or
     entity other than Borrower may obtain Subject Loans and Borrower may not
     assign its rights or obligations hereunder without Banks' consent; and
     PROVIDED, FURTHER, that neither any holder of any Subject Note or assignee
     of any Subject Loan, whether in whole or in part, shall thereby become
     obligated thereafter to grant to Borrower any Subject Loan.

     8.04 SURVIVAL OF PROVISIONS -- All representations and warranties made in
     or pursuant to this Agreement or any Related Writing shall survive the
     execution and delivery of this Agreement and the Subject Notes. The
     provisions of section 6.(inclusive) and subsection 7B.12 shall survive the
     payment of the Subject Indebtedness.

     8.05 IMMEDIATE U.S. FUNDS -- Any reference to money is a reference to
     lawful money of the United States of America which, if in the form of
     credits, shall be in immediately available funds.

     8.06 CAPTIONS -- The several captions to different sections and subsections
     of this Agreement are inserted for convenience only and shall be ignored in
     interpreting the provisions thereof.

     8.07 SUBSECTIONS -- Each reference to a section includes a reference to all
     subsections thereof (i.e., those having the same character or characters to
     the left of the decimal point) EXCEPT where the context clearly does not so
     permit.

     8.08 ILLEGALITY -- If any provision in this Agreement or any Related
     Writing shall for any reason be or become illegal, void or unenforceable,
     that illegality, voidness or unenforceability shall not affect any other
     provision.

     8.09 OHIO LAW -- This Agreement and the Related Writings and the respective
     rights and obligations of the parties hereto shall be construed in
     accordance with and governed by internal Ohio law.

     8.10 INTEREST/FEE COMPUTATIONS -- All interest and all fees for any given
     period shall accrue on the first (1st) day thereof but not on the last day
     thereof and in each case shall be computed on the basis of a 360-day year
     and the actual number of days elapsed. In no event shall interest accrue at
     a higher rate than the maximum rate, if any, permitted by law.

     8.11 NOTICE -- A notice to or request of Borrower shall be deemed to have
     been given or made under this Agreement or any Related Writing either upon
     the delivery of a writing to that effect (either in person or by
     transmission of a telecopy) to an officer of Borrower or five (5) days
     after a writing to that effect shall have been deposited in the United
     States mail and sent, with postage prepaid, by registered or certified
     mail, properly addressed to Borrower (Attention: chief financial officer).
     No other method of actually giving actual notice to or making a request of
     Borrower is hereby precluded. Every notice required to be given to Agent or
     any Bank pursuant to this Agreement or any Related Writing shall be
     delivered (either in person or by transmission of a telecopy) to an
     Account Officer of that party. The Banks and Agent each agree to give
     prompt notice to the others whenever it gives any notice pursuant to
     section 5A or 5B or grants any waiver

                                       30

<PAGE>

     or consent as provided in subsection 8.01. A notice or request by mail is
     properly addressed to a party when addressed to it at the address set forth
     opposite its signature below or at such other address as that party may
     furnish to each of the others in writing for that purpose. A telecopy is
     transmitted to a party when transmitted to the telecopy number set forth
     opposite that party's signature below (or at such other telecopy number as
     that party may furnish to the other in writing for that purpose).

     8.12 ACCOUNTING TERMS -- Any accounting term used in this Agreement shall
     have the meaning customarily ascribed thereto by GAAP subject, however, to
     such modification, if any, as may be provided by section 9 or elsewhere in
     this Agreement.

     8.13 ENTIRE AGREEMENT -- This Agreement and the Related Writings referred
     to in or otherwise contemplated by this Agreement set forth the entire
     agreement of the parties as to the transactions contemplated by this
     Agreement.

     8.14 WAIVER OF JURY TRIAL -- THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY
     CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT AND THE RELATED WRITINGS
     WOULD INVOLVE DIFFICULT AND COMPLEX ISSUES AND THEREFORE AGREE THAT ANY LAW
     SUIT GROWING OUT OF OR INCIDENTAL TO ANY SUCH CONTROVERSY WILL BE TRIED IN
     A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTD\G WITHOUT A JURY.

     8.15 LATE CHARGE; APPLICATION OF PAYMENTS -- If Borrower fails to pay any
     amount due hereunder, or any fee in connection herewith, in full within ten
     (10) days after its due date, Borrower will, in each case, incur and shall
     pay a late charge equal to the greater of twenty dollars ($20.00) or five
     percent (5%) of the unpaid amount. The payment of a late charge will not
     cure or constitute a waiver of any Event Of Default under this Agreement.
     Except as otherwise agreed in writing, payments will be applied first to
     accrued but unpaid interest and fees, in that order, on an invoice by
     invoice basis in the order of their respective due dates, until paid in
     full, then to late charges and then to principal.

     8.16 EXPENSES -- Borrower agrees to reimburse each Bank, on that Bank's
     demand from time to time, for any and all fees, costs and expenses
     (including, without limitation, the fees, interdepartmental charges and
     disbursements of legal counsel) incurred by that Bank in connection with
     (a) preparing this Agreement and the other Related Writings as well as any
     amendments or modifications thereof, (b) administering this Agreement and
     the Subject Indebtedness evidenced and contemplated hereby and by the other
     Related Writings, (c) any filing or recording fees, lien search fees,
     documentary stamp taxes or other like fees, taxes or charges, (d) any
     litigation, contest, dispute, suit, proceeding or action (whether
     instituted by Banks, Borrower or any other Person) in any way relating to
     the Banks' collateral for the Subject Indebtedness, this Agreement or any
     of the other Related Writings or Borrower's affairs, but excluding any
     litigation between Borrower and Bank as adverse parties unless otherwise
     permitted by law in connection with any judgment awarded in favor of the
     prevailing party or (e) any inspection, verification or protection of any
     of Banks' collateral for the Subject Indebtedness. Borrower's reimbursement
     obligations hereunder shall constitute a part of Borrower's Debt.

     8.17 JURISDICTION AND VENUE -- As part of the consideration for new value
     received, Borrower hereby consents to the jurisdiction of any state or
     federal court located within the state of Ohio and consents that all such
     service of process be made by registered or certified mail

                                       31

<PAGE>

     directed to such Borrower at the address set forth opposite its name and
     officer's signature on the execution page hereof and service so made shall
     be deemed to be completed upon actual receipt thereof. Borrower waives any
     objection to jurisdiction and venue of any action instituted hereunder or
     in connection with any Related Writing and agrees not to assert any defense
     based on lack of jurisdiction or venue. Nothing contained herein shall
     affect the right of Banks or Agent to serve legal process in any other
     manner permitted by law or affect the right of Banks or Agent to bring any
     action or proceeding against Borrower or its property in the courts of any
     other jurisdiction. Borrower agrees that a final judgment in any such
     action or proceeding shall be conclusive and may be enforced in other
     jurisdictions by suit on the judgment or in any other manner provided by
     law.

     8.18 AMBIGUITIES -- Borrower and Banks acknowledge that this Agreement and
     the Related Writings have been entered into in the context of free and
     understanding negotiations and are the product. of individual bargaining,
     in a competitive market, between parties enjoying equal bargaining
     strength. In the event that a court is called upon to interpret any
     ambiguous provision in this Agreement or the Related Writings, Borrower and
     Banks agree that the ambiguity shall not be construed against Borrower or
     Banks simply because Borrower or Banks, or their respective agents or
     counsel, may have drafted such provision.

     8.19 OTHER WAIVERS AND ACKNOWLEDGEMENT -- Except as otherwise provided for
     in this Agreement or as required by applicable law, Borrower waives (i)
     presentment, demand and protest and notice of presentment, protest,
     default, nonpayment, maturity, release, compromise, settlement, extension
     or renewal of any or all commercial paper, accounts, contract rights,
     documents, instruments, chattel paper and guaranties at any time held by
     Banks or Agent on which Borrower may in any way be liable and (ii) notice
     prior to taking possession or control of any collateral which might be
     required by any court prior to allowing Banks to exercise any of Banks' or
     Agent's remedies.

     Borrower acknowledges that it has been advised by counsel of its choice
     with respect to this Agreement and the transactions contemplated hereby,
     and Borrower acknowledges and agrees that (a) each of the waivers set forth
     herein, were knowingly and voluntarily made; (b) the rights of Banks and
     Agent hereunder shall be strictly construed in favor of Banks and Agent, as
     the case may be; and (c) no representative of Banks or Agent has waived or
     modified any of the provisions of this Agreement or any Related Writing as
     of the date hereof and no such waiver, or modification following the date
     hereof shall be effective unless made in accordance with section 8.01
     hereof.

9 DEFINITIONS -- As used in this Agreement and in the Related Writings, EXCEPT
where the context clearly requires otherwise,

     Account Officer means that officer who at the time in question is
     ---------------
     designated by the Bank in question as the officer having primary
     responsibility for giving consideration to Borrower's requests for credit
     or, in that officer's absence; that officer's immediate superior or any
     other officer who reports directly to that superior officer;

     Accumulated Funding Deficiency shall have the meaning ascribed thereto in
     ------------------------------
     section 302(a)(2) of ERISA;

                                       32

<PAGE>

     Advantage means any payment (whether made voluntarily or involuntarily, by
     ---------
     offset of any deposit or other indebtedness or otherwise) received by a
     Bank in respect of the Subject Indebtedness if the payment results in that
     Bank's having less than its Ratable share of the Subject Indebtedness in
     question;

     Affiliate, when used with reference to any corporation (or other business
     ---------
     entity) (the "subject") means, a corporation (or other business entity) or
     person that is in control of or under the control of or under common
     control (by another) with the subject; the term control meaning the direct
                                                     -------
     or indirect power to direct the management or policies of the subject or
     the Affiliate or both (as the case may be), whether through the direct or
     indirect ownership of voting securities, by contract or otherwise;

     Agreement means this Agreement and includes each amendment, supplement or
     ---------
     restatement, if any, to this Agreement;

     Bank means one of the banking institutions that is a party to this
     ----
     Agreement;

     Banking Day means (a) in the case of a LIBOR Loan, a day on which banks in
     -----------
     the London interbank market deal in United States dollar deposits and on
     which banking institutions are generally open for domestic and
     international business in Cleveland and in New York City and (b) in any
     other case, any day other than a Saturday or a Sunday or a public holiday
     or other day on which banking institutions in Cleveland, Ohio are generally
     closed and do not conduct banking business;

     Borrower means Modern Technologies Corp.;
     --------

     Borrowing Base is defined in subsection 2C.07;
     --------------

     Borrowing Base Report means a report furnished by Borrower pursuant to
     ---------------------
     clause (d) of subsection 3A.01;

     CERCLA means the Comprehensive Environmental Response, Compensation and
     ------
     Liability Act (42 USC 9601 et seq., as amended;

     Company refers to Borrower or to a Subsidiary of Borrower, as the case may
     -------
     be and Companies refers to Borrower and its Subsidiaries;
            ---------

     Compensation includes all considerations or remuneration (including without
     ------------
     limitation, deferred compensation and disbursements to trusts), whatever
     the form or kind, for services rendered;

     Credit Request means a request made pursuant to subsection 2C.02;
     --------------

     Current Assets means the net book value of all such assets (after deducting
     --------------
     applicable reserves, if any, and without consideration to any reappraisal
     or write-up of assets) as determined in accordance with GAAP;

     Current Liabilities means all such liabilities as determined in accordance
     -------------------
     with GAAP and includes (without limitation) all accrued taxes and all
     principal of any Funded Indebtedness maturing within twelve months of the
     date of determination;

                                       33

<PAGE>

     Debt means, collectively, all liabilities (including principal, interest,
     ----
     fees, charges, expenses and any other amounts) of the party or parties in
     question to the Banks and Agent or any thereof, whether owing by one such
     party alone or with one or more others in a joint, several, or joint and
     several capacity, whether now owing or hereafter arising, whether owing
     absolutely or contingently, whether created by loan, overdraft, guaranty of
     payment or other contract or by quasi-contract or tort, statute or other
     operation of law or otherwise, whether incurred directly to the Banks and
     Agent of any thereof or acquired by purchase, pledge or otherwise, and
     whether participated to or from the Banks and Agent or any thereof in whole
     or in part; and in the case of Borrower includes, without limitation, the
     Subject Indebtedness;

     Default Under ERISA means (a) the occurrence or existence of a material
     -------------------
     Accumulated Funding Deficiency in respect of any of any of the Companies'
     Pension Plans, (b) any material failure by a Company to make a full and
     timely payment of premiums required by ERISA for insurance against any
     employer's liability in respect of any such plan, (c) any material breach
     of a fiduciary duty by a Company or any trustee in respect of any such plan
     or (d) the existence of any action for the forcible termination of any such
     plan;

     Default Under This Agreement means an event, condition or thing which
     ----------------------------
     constitutes (or which with the lapse of any applicable grace period or the
     giving of notice or both would constitute) an Event Of Default referred to
     in section 5A and which has not been appropriately waived in writing in
     accordance with this Agreement or corrected to Banks' full satisfaction;

     Distribution means a payment made, liability incurred or other
     ------------
     consideration (other than any stock dividend or stock split payable solely
     in capital stock of Borrower) given by a Company for the purchase,
     acquisition, redemption or retirement of any capital stock of the Company
     or as a dividend, return of capital or other Distribution in respect of the
     Company's capital stock and Distribute means to make a Distribution;
                                 ----------

     Eligible Inventory means, collectively, all of Borrower's Inventory EXCEPT
     ------------------
     the following:

          (a) any finished goods which have been returned to the companies after
          sale or lease thereof or which are defective, unmerchantable, or
          obsolete in Bank's good faith and commercially reasonable judgment,

          (b) any Inventory not located in the United States of America or in
          Canada, PROVIDED, that in the case of any such Inventory located in
          Canada, Borrower shall have taken or caused to be taken all actions
          from time to time requested by Bank in order to assure the attachment,
          enforceability, and perfection of Bank's security interest under the
          law of each province in which any such Inventory is located, and
          shall have furnished to Bank such written evidence (including, without
          limitation, one or more opinions of legal counsel rendered to Bank by
          counselors authorized to practice law in each such province), in form
          and substance satisfactory to Bank, that all such actions have been
          taken,

          (c) any Inventory which consists of work in process, spare parts or
          property used in packaging or shipping of Inventory and other
          materials (except raw materials) used or consumed in Borrower's
          business, or consisting of finished goods which for whatever reason do
          not conform to the order pursuant to which those finished goods were
          ordered,

                                       34

<PAGE>

          (d) any Inventory which is produced in violation of the Fair Labor
          Standards Act and is subject to the so-called "hot goods" provisions
          contained in 29 USC 215(a)(i), or which fails to comply with any
          standard imposed by any governmental body having authority over the
          disposition, manufacture, or use of that Inventory,

          (e) any Inventory covered by a negotiable warehouse receipt or other
          negotiable document of title issued by a bailee, warehouseman, or
          similar party,

          (f) any Inventory subject to any consignment, lease or other title
          retention contract and

          (g) any Inventory subject to any security interest or financing
          statement securing any indebtedness other than Borrower's Debt to Bank
          or subject to any non-consensual lien securing any delinquent
          obligation;

     Eligible Receivable means a Receivable owing to Borrower EXCEPT the
     -------------------
     following:

          (a) any Receivable (other than an installment Receivable) which
          remains unpaid for more than ninety (90) days after its due date or
          for more than ninety (90) days after the date first invoiced to the
          account Debtor, whichever first elapses,

          (b) any installment Receivable if any installment thereof shall not
          have been paid in full within ninety (90) days after its due date,

          (c) any Receivable if the account Debtor then owes other Receivables
          to Borrower and if more than twenty-five percent (25%), by amount, of
          the Receivables then owing by that Debtor are not otherwise deemed
          Eligible Receivables hereunder,

          (d) any Receivable the payment of which by the account Debtor is not,
          or does not remain, unconditional,

          (e) any Receivable if and to the extent that the account Debtor has
          asserted a defense or offset of any kind against the payment thereof
          or has returned any of the goods from the sale of which the Receivable
          arose,

          (f) any Receivable which according to its terms may be paid by the
          account Debtor by an offset of any claim of the latter against the
          account creditor,

          (g) any Receivable which arises other than from a sale or lease of
          Inventory in the ordinary course of business or other than from the
          rendering of services in the ordinary course of business,

          (h) any Receivable the account Debtor of which is an Affiliate or a
          director, officer, employee or agent of Borrower or of any Affiliate,

          (i) any Receivable the account Debtor of which is insolvent or is the
          Debtor in an Insolvency Action or who at the time in question is in
          default in any way on an existing obligation to Borrower or to the
          extent such Receivable is otherwise disputed or contingent in any
          respect,

                                       35

<PAGE>

          (j) any Receivable if the account Debtor thereon is not a resident of
          the United States of America or is not subject to service of legal
          process in the United States of America or Canada, unless payment of
          the Receivable is assured by an irrevocable letter of credit or credit
          insurance in form and substance satisfactory to Bank and issued by a
          financial institution that is a resident of the United States of
          America, is subject to service of legal process in the United States
          of America, and is otherwise satisfactory to Bank, or, if the account
          Debtor is a resident of Canada, unless Borrower shall have taken or
          caused to be taken all actions from time to time requested by Bank in
          order to assure the attachment, enforceability, and perfection of
          Bank's security interest under the law of each province in which the
          account Debtor resides, and shall have furnished to Bank such written
          evidence (including, without limitation, one or more opinions of legal
          counsel rendered to Bank by counselors authorized to practice law in
          each such province), in form and substance satisfactory to Bank, that
          all such actions have been taken,

          (k) any Receivable subject to any security interest or financing
          statement securing any indebtedness other than Borrower's Debt to Bank
          or subject to any non-consensual lien securing any delinquent
          obligation,

          (1) any Receivable the collection of which Bank, in the exercise of
          its reasonable judgment, for any other reason determines to have
          become impaired;

          (m) any Receivable in the event the goods giving rise thereto have not
          been shipped and delivered to and accepted by the account Debtor or
          the services giving rise thereto have not been fully performed by
          Borrower and accepted by the account Debtor or the Receivable
          otherwise does not represent a final sale;

     Eligible Unbilled Receivable means an Eligible Receivable that has not been
     ----------------------------
     invoiced to the account Debtor.

     Environmental Law means CERCLA, the Hazardous Material Transportation Act
     -----------------
     (49 USC 1801 et seq.), the Resource Conservation and Recovery Act (42 USC
     6901 et seq.), the Federal Water Pollution Control Act (33 USC 1251 et
     seq.), the Toxic Substances Control Act (15 USC 2601 et seq.) and the
     Occupational Safety and Health Act (29 USC 651 et seq.), as such laws have
     been or hereafter may be amended, and any and all analogous present or
     future federal, state or local statutes and the regulations promulgated
     pursuant thereto;

     ERISA means the Employee Retirement Income Security Act of 1974 (P.L.
     -----
     93-406) as amended from time to time and in the event of any amendment
     affecting any section thereof referred to in this Agreement, that reference
     shall be a reference to that section as amended, supplemented, replaced or
     otherwise modified;

     Event Of Default is defined in section 5A;
     ----------------

     Expiration Date means the date referred to as such in subsection 2B.02,
     ---------------
     EXCEPT that in the event of any extension pursuant to subsection 2B.05,
     "Expiration Date" shall mean the latest date to which the Revolving
     Commitments shall have been so extended;

     Funded Indebtedness means indebtedness of the person or entity in question
     -------------------
     which matures or which (including each renewal or extension, if any, in
     whole or in part) remains unpaid for more

                                       36

<PAGE>

     than twelve (12) months after the date originally incurred and includes,
     without limitation (a) any indebtedness (regardless of its maturity) if it
     is renewable or refundable in whole or in part solely at the option of that
     person or entity (in the absence of default) to a date more than one (1)
     year after the date of determination, (b) any capitalized lease, (c) any
     Guaranty of Funded Indebtedness owing by another person or entity and (d)
     any long-term indebtedness secured by a security interest, mortgage or
     other lien encumbering any property owned or being acquired by the person
     or entity in question even if the full faith and credit of that person or
     entity is not pledged to the payment thereof; PROVIDED, that in the case of
     any indebtedness payable in installments or evidenced by serial notes or
     calling for sinking fund payments, those payments maturing within twelve
     (12) months after the date of determination shall be considered current
     indebtedness rather than Funded Indebtedness for the purposes of section 3B
     but shall be considered Funded Indebtedness for all other purposes;

     GAAP means generally accepted accounting principles applied in a manner
     ----
     consistent with those used in Borrower's Most Recent 4A.O4 Financial
     Statements;

     Guarantor means one who pledges his credit or property in any manner for
     ---------
     the payment or other performance of the indebtedness, contract or other
     obligation of another and includes (without limitation) any guarantor
     (whether of collection or payment), any obligor in respect of a standby
     letter of credit or surety bond issued for the obligor's account, any
     surety, any co-maker, any endorser, and anyone who agrees conditionally or
     otherwise to make any loan, purchase or investment in order thereby to
     enable another to prevent or correct a default of any kind; and Guaranty
                                                                     --------
     means the obligation of a Guarantor;

     Insider, as applied to Subordinated indebtedness, refers to Subordinated
     -------
     indebtedness which at the time in question is owing to any person who is a
     director or officer of a Company or who is the record and beneficial owner
     of ten percent (10%) or more of a Company's capital stock or who is a
     member of the immediate family of any such director, officer or
     stockholder;

     Insolvency Action means either (a) a pleading of any kind filed by the
     -----------------
     person, corporation or entity (an "insolvent") in question to seek relief
     from the insolvent's creditors, or filed by the insolvent's creditors or
     any thereof to seek relief of any kind against that insolvent, in any court
     or other tribunal pursuant to any law (whether federal, state or other)
     relating generally to the rights of creditors or the relief of debtors or
     both, or (b) any other action of any kind commenced by an insolvent or the
     insolvent's creditors or any thereof for the purpose of marshaling the
     insolvent's assets and liabilities for the benefit of the insolvent's
     creditors; and "Insolvency Action" includes (without limitation) a petition
     commencing a case pursuant to any chapter of the federal bankruptcy code,
     any application for the appointment of a receiver, trustee, liquidator or
     custodian for the insolvent or any substantial part of the insolvent's
     assets, and any assignment by an insolvent for the general benefit of the
     insolvent's creditors;

     Inventory means, collectively, all goods which at the time in question are
     ---------
     owned by a Company and are held for sale or lease, or furnished (or to be
     furnished) by a Company to another party under a contract of service or
     sale, or used or consumed (or to be used or consumed) in a Company's
     business and includes, without limitation, all raw materials, work in
     process, finished goods, supplies, parts and packing materials but excludes
     leases which are included among Receivables;

     LIBOR Contract Period is defined in subsection 2C.09;
     ---------------------

                                       37

<PAGE>

     LIBOR Loan means a Subject Loan having a Contract Period described in
     ----------
     subsection 2C.09 and bearing interest in accordance with subsection 2C.13;

     LIBOR Pre-Margin Rate means the rate per annum (rounded upwards, if
     ---------------------
     necessary, to the next higher 1/16 of 1%), as determined by Agent, which
     equals the average rate per annum at which deposits in United States
     dollars are offered for deposits of the Maturity and amount in question, at
     11:00 A.M. London time (or as soon thereafter as practicable) two Banking
     Days prior to the first (1st) day of the Contract Period in question, to
     National City by prime Banking institutions in any Eurodollar market
     reasonably selected by National City;

     Material Contract means those contracts, instruments or other documents
     -----------------
     (other than this Agreement and the Related Writings) pertaining to a
     Company pursuant to which: (1) a Company has any direct or indirect
     obligation for borrowed money (including, without limitation, any
     contingent liability under any guaranty) or for the deferred portion of the
     purchase price of any asset or for other financing or the right to incur
     any such obligation; (2)a mortgage, security interest or other lien has
     been granted in or otherwise encumbers any property of a Company (or an
     agreement exists relating to any future grant or encumbrance of a mortgage,
     security interest or other lien on property of a Company); or (3) a Company
     or any of a Company's property is bound and which, if terminated, cancelled
     or breached, would have a material adverse effect on the financial
     condition, properties or business operations of the Companies taken as a
     whole.

     Maturity means, when used with reference to a Revolving Loan, the date
     --------
     (whether occurring by lapse of time, acceleration or otherwise) upon which
     that Revolving Loan is due;

     Most Recent 4A.04 Financial Statements means Borrower's most recent
     --------------------------------------
     financial statements that are referred to in subsection 4A.04;

     National City means National City Bank;
     -------------

     Net Income means net income as determined in accordance with GAAP, after
     ----------
     taxes and after extraordinary items, but without giving effect to any gain
     resulting from any reappraisal or write-up of any asset;

     Pension Plan means a defined benefit plan (as defined in section 3(35) of
     ------------
     ERISA) of a Company and includes, without limitation, any such plan that is
     a multi-employer plan (as defined in section 3(37) of ERISA) applicable to
     any of the Companies' employees;

     Prime Loan means a Revolving Loan maturing in a manner described in the
     ----------
     first sentence of Subsection 2C.10 and bearing interest in accordance with
     subsection 2C.12.

     Prime Rate means the fluctuating rate of interest which is publicly
     ----------
     announced from time to time by National City at its principal place of
     business as being its "Prime Rate" or "base rate" thereafter in effect,
     with each change in the Prime Rate automatically, immediately and without
     notice changing the fluctuating interest rate thereafter applicable
     hereunder, it being agreed that the Prime Rate is not necessarily the
     lowest rate of interest then available from National City on fluctuating
     rate loans;

                                       38

<PAGE>

     Ratable and Ratably mean in the proportion that the Subject Loan is divided
     -------     -------
     among the Banks as set forth in section 2;

     Receivable means a claim for money due or to become due, whether classified
     ----------
     as an account, instrument, chattel paper, general intangible, incorporeal
     hereditament or otherwise, and any proceeds of the foregoing and any right,
     title and interest in the merchandise or services which gave rise thereto,
     including the rights of reclamation and stoppage in transit and all rights
     of an unpaid seller thereof,

     Related Writing means any note, mortgage, security agreement, other lien
     ---------------
     instrument, financial statement, audit report, notice, legal opinion,
     Credit Request, officer's certificate or other writing of any kind which is
     delivered to Banks and Agent or any thereof and which is relevant in any
     manner to this Agreement or any other Related Writing and includes, without
     limitation, the Subject Notes and the other writings referred to in
     sections 3A and 4A;

     Reportable Event has the meaning ascribed thereto by ERISA other than any
     ----------------
     event as to which the requirement of notification has been waived by
     regulation;

     Revolving Commitment means the commitment of a Bank to extend credit to
     --------------------
     Borrower pursuant to sections 2B and 2C of this Agreement and upon the
     terms, subject to the conditions and in accordance with the other
     provisions of this Agreement;

     Revolving Loan means a loan obtained by Borrower pursuant to subsections 2B
     --------------
     and 2C of this Agreement and evidenced by a Revolving Note;

     Revolving Note means a note executed and delivered by Borrower and being in
     --------------
     the form and substance of Exhibit C with the blanks appropriately filled;
                               ---------

     Series means a borrowing obtained by Borrower from the Banks pursuant to
     ------
     this Agreement and divided Ratably among the Banks and includes, without
     limitation, a borrowing the proceeds of which represent new money to
     Borrower and a borrowing the proceeds of which are applied to other Subject
     Loans at the stated Maturity thereof;

     Subject Indebtedness means, collectively, the principal of and interest on
     --------------------
     the Subject Loans and all fees and other liabilities, if any, incurred by
     Borrower to Banks and Agent or any thereof pursuant to this Agreement or
     any Related Writing;

     Subject Loan means a loan obtained by Borrower pursuant to this Agreement;
     ------------

     Subject Note means a note executed and delivered by Borrower and being in
     ------------
     the form and substance of Exhibit B or C with the blanks appropriately
                               --------------
     filled;

     Subordinated, as applied to any liability of Borrower, means a liability
     ------------
     which at the time in question is subordinated (by written instrument in
     form and substance satisfactory to Banks) first in favor of the prior
     payment in full of the Subject Indebtedness and then, subject to the prior
     payment in full of the Subject Indebtedness, in favor of the prior payment
     in full of all of Borrower's other Debt, if any, to the Banks and Agent or
     any thereof;

                                       39

<PAGE>

     Subsidiary means a corporation or other business entity if shares
     ----------
     constituting a majority of its outstanding capital stock (or other form of
     ownership) or constituting a majority of the voting power in any election
     of directors (or shares constituting both majorities) are (or upon the
     exercise of any outstanding warrants, options or other rights would be)
     owned directly or indirectly at the time in question by the corporation in
     question or another "Subsidiary" of that corporation or any combination of
     the foregoing;

     Supplemental Schedule means the schedule incorporated into this Agreement
     ---------------------
     as Exhibit A;
        ---------

     Tangible Net Worth means the excess (as determined in accordance with GAAP)
     ------------------
     of the net book value (after deducting all applicable valuation reserves
     and without any consideration to any re-appraisal or write-up of assets) of
     the Companies' combined tangible assets (i.e., all assets other than
     intangibles such as patents, costs of businesses over net assets acquired,
     good will and treasury shares) over the Companies' combined Total
     Liabilities;

     Term Loan means a loan obtained by Borrower pursuant to section 2A of this
     ---------
     Agreement;

     Term Note means a note executed and delivered by Borrower and being in the
     ---------
     form and substance of Exhibit B with the blanks appropriately filled;
                           ---------

     Total Liabilities means the aggregate (without duplication) of all
     -----------------
     liabilities of the Companies in question and includes, without limitation,
     (a) any indebtedness which is secured by any mortgage, security interest or
     other lien on any of its property even if the full faith and credit of it
     is not pledged to the payment thereof, (b) any indebtedness for borrowed
     money or Funded Indebtedness if a Company is a Guarantor thereof and (c)
     any Subordinated indebtedness; PROVIDED, that there shall be excluded any
     liability under a reimbursement agreement relating to a letter of credit
     issued to finance the importation or exportation of goods;

     the foregoing definitions shall be applicable to the respective plurals of
     the foregoing defined terms.

                                       40

<PAGE>

10. EXECUTION -- This Agreement may be executed in one or more counterparts,
each counterpart to be executed by Borrower, by Agent and by one or more or all
of the Banks. Each such executed counterpart shall be deemed to be an executed
original for all purposes but all such counterparts taken together shall
constitute but one agreement, which agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof.

Address:                                            MODERN TECHNOLOGIES CORP.


--------------------                                By: /s/ Rajesh Soin
                                                        ------------------------
--------------------                                Printed Name: Rajesh Soin
                                                    Title: CEO
Telecopy:
          ----------


Address:                                            NATIONAL CITY BANK


--------------------                                By: /s/ NEAL J. HINKER
                                                        ------------------------
--------------------                                Printed Name: NEAL J. HINKER
                                                    Title: S.V.P
Telecopy:
         -----------


Address:                                            NATIONAL CITY BANK, as Agent


--------------------                                By: /s/ NEAL J. HINKER
                                                        ------------------------
--------------------                                Printed Name: NEAL J. HINKER
                                                    Title: S.V.P
Telecopy:
         -----------


Address:                                            THE PROVIDENT BANK


--------------------                                By: /s/ DAVID C. MELIN
                                                        ------------------------
--------------------                                Printed Name: DAVID C. MELIN
Telecopy:                                           Title:  Vice President
         ----------

                                       41

<PAGE>

                              SUPPLEMENTAL SCHEDULE

There is no item which Borrower must disclose in this Supplemental Schedule in
order to be in full compliance with subsections 3D.01, 3D.02, 3D.03 and 3D.04,
nor is there any addition or exception to the representations and warranties in
section 4B.

                                    EXHIBIT A
                                    ---------

<PAGE>

                                    TERM NOTE
                                    ---------

$2,500,000                        Dayton, Ohio                         , 2001
                                                          -------------

FOR VALUE RECEIVED, the undersigned, MODERN TECHNOLOGIES CORP. ("Borrower"),
promises to pay to the order of NATIONAL CITY BANK at the office of National
City Bank ("National City") in Dayton, Ohio, the principal sum of

             TWO MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS

in sixteen (16) consecutive quarter-annual installments of principal commencing
         , 2001, and to pay interest on the unpaid principal balance, in
---------
accordance with the Credit Agreement as defined below.

This note is issued pursuant to a certain Credit Agreement made as of
            , 2001 between and among the undersigned, the payee and certain
------------
other banks and National City Bank as agent, which Credit Agreement contains
provisions for the acceleration of the maturity of this note upon the happening
of certain events and for certain rights of the undersigned to prepay this note.
Terms used but not defined herein shall have the meaning ascribed thereto in the
aforementioned Credit Agreement.

Address:                                            MODERN TECHNOLOGIES CORP.


--------------------                                By:
                                                        ------------------------
--------------------                                Printed Name:
                                                                  --------------
Telecopy:                                           Title:
         -----------                                       ---------------------

                                    EXHIBIT B
                                    ---------

<PAGE>

                     LOAN DISBURSEMENT/PAYMENT AUTHORIZATION

                                NATIONAL CITY(R)

Customer Name Modern Technologies Corp.     Dept. or Office Corp. Banking

Face Amount of Note $                       Date
                     ------------------          -------------------------------

DISBURSEMENT:

The undersigned, on behalf of the customer, being duly authorized, jointly and
severally authorize and direct National City (the "Bank") to disburse the
proceeds of the above described note in the following manner.

<TABLE>
<S>                                                     <C>                       <C>
[ ]  Issue Cashier's Check Payable To The Order Of:          Check Number

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

[X]  Credit National City Account Shown Below:               Account Number

     Modern Technologies Corp.                                  338264            $
                                                                                   ---------------

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

[ ]  Pay Existing Note(s) Shown Below:

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

[ ]  Other (Wire Transfer, Inter-Department Transfer)

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

                                                                                  $
   --------------------------------------------------   -----------------------    ---------------

                                                        TOTAL DISBURSED (Today)   $
                                                                                   ---------------
</TABLE>

Additional Advances, if any, may be disbursed to any account with Bank in the
name of the customer upon request of the undersigned, not to exceed total
Approval/note.

PAYMENTS:

The undersigned hereby authorize Bank to accept, rely upon and act upon such
direction as it may receive, by telephone, on behalf of or purported to be on
behalf of the Customer including, without limitation, the transfer of funds
between any of the following accounts held at Bank and/or the making of loan
payments from any such account or accounts with respect to any indebtedness owed
by Customer to Bank:

     Account Number:
                     ---------------------------     ---------------------------

                     ---------------------------     ---------------------------

The customer hereby assumes and accepts any and all risk of loss which may be
incurred in connection with, or with respect to the transfer of funds and/or
payment of loans by Bank based on telephone authorization with respect to the
above-named accounts and/or loans hereby and holds Bank harmless from and
against such loss, cost or expense incurred by Customer with respect to any
taken by Bank as contemplated by this Authorization.

AUTHORIZED SIGNATURES


/s/ Illegible
--------------------------------------   ---------------------------------------
Borrower's Signature                     Borrower's Signature

--------------------------------------   ---------------------------------------

BUSINESS PURPOSE STATEMENT

Loan is to individual(s) proprietorship and it for business purpose,
borrower(s) signature(s) required stating loan purpose (use non truth in lending
note form).

LOAN IS FOR BUSINESS PURPOSES


--------------------------------------   ---------------------------------------
Borrower's Signature              Date   Borrower's Signature               Date

<PAGE>

                                    TERM NOTE
                                    ---------

$2,500,000                        Dayton, Ohio                            , 2001
                                                              ------------

FOR VALUE RECEIVED, the undersigned, MODERN TECHNOLOGIES CORP. ("Borrower"),
promises to pay to the order of NATIONAL CITY BANK at the office of National
City Bank ("National City") in Dayton, Ohio, the principal sum of

             TWO MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS

in sixteen (16) consecutive quarter-annual installments of principal commencing
January 2, 2002, and to pay interest on the unpaid principal balance, in
accordance with the Credit Agreement as defined below.

This note is issued pursuant to a certain Credit Agreement made as of
                , 2001 between and among the undersigned, the payee and certain
----------------
other banks and National City Bank as agent, which Credit Agreement contains
provisions for the acceleration of the maturity of this note upon the happening
of certain events and for certain rights of the undersigned to prepay this
note. Terms used but not defined herein shall have the meaning ascribed thereto
in the aforementioned Credit Agreement.

Address:                                        MODERN TECHNOLOGIES CORP.


--------------------------                      By: /s/ Rajesh Soin
                                                    ----------------------------
--------------------------                      Printed Name: Rajesh Soin
                                                Title: CEO
Telecopy
         -----------------

<PAGE>

                                    TERM NOTE
                                    ---------

$2,500,000                        Dayton, Ohio                            , 2001
                                                              ------------

FOR VALUE RECEIVED, the undersigned, MODERN TECHNOLOGIES CORPORATION
("Borrower"), promises to pay to the order of THE PROVIDENT BANK at the office
of National City Bank ("National City") in Dayton, Ohio, the principal sum of

             TWO MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS

in sixteen (16) consecutive quarter-annual installments of principal commencing
January 2, 2002, and to pay interest on the unpaid principal balance, in
accordance with the Credit Agreement as defined below.

This note is issued pursuant to a certain Credit Agreement made as of
               , 2001 between and among the undersigned, the payee and certain
---------------
other banks and National City Bank as agent, which Credit Agreement contains
provisions for the acceleration of the maturity of this note upon the happening
of certain events and for certain rights of the undersigned to prepay this note.
Terms used but not defined herein shall have the meaning ascribed thereto in the
aforementioned Credit Agreement.

Address:                                        MODERN TECHNOLOGIES CORP.


--------------------------                      By: /s/ Rajesh Soin
                                                    ----------------------------
--------------------------                      Printed Name: Rajesh Soin
                                                Title: CEO
Telecopy
         -----------------

<PAGE>

                                 REVOLVING NOTE
                                 --------------

$7,500,000                        Dayton, Ohio                            , 2001
                                                              ------------

FOR VALUE RECEIVED, the undersigned, MODERN TECHNOLOGIES CORP. ("Borrower"), an
Ohio corporation, promises to pay to the order of NATIONAL CITY BANK at the
office of National City Bank ("National City") in Dayton, Ohio, the principal
sum of

            SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side hereof or entered in a loan account on payee's books and
records, or both), together with interest computed thereon in accordance with
the Credit Agreement referred to below, which principal and interest is payable
in accordance with the provisions in the Credit Agreement.

This note is issued pursuant to a certain Credit Agreement (the "Credit
Agreement") made as of             , 2001 between and among the payee, Borrower
                       ------------
and National City (for itself and as agent of the banks therein). The Credit
Agreement establishes "Revolving Commitments" (one by each Bank) aggregating up
to fifteen million and 00/100ths Dollars ($15,000,000) pursuant to which
Borrower may obtain Revolving Loans from Banks upon the terms and conditions
specified therein. The Credit Agreement contains definitions applicable to this
note, provisions governing the making of loans, the acceleration of the maturity
thereof, rights of prepayment and other provisions applicable to this note. Each
endorsement, if any, on the reverse side of this note (or any allonge thereto)
shall be prima facie evidence of the data so endorsed.

Address:                                        MODERN TECHNOLOGIES CORP.


--------------------------                      By: /s/ Rajesh Soin
                                                    ----------------------------
--------------------------                      Printed Name: Rajesh Soin
                                                Title: CEO
Telecopy
         -----------------

<PAGE>

                                 REVOLVING NOTE
                                 --------------

$7,500,000                        Dayton, Ohio                            , 2001
                                                              ------------

FOR VALUE RECEIVED, the undersigned, MODERN TECHNOLOGIES CORP. ("Borrower"), an
Ohio corporation, promises to pay to the order of THE PROVIDENT BANK at the
office of National City Bank ("National City") in Dayton, Ohio, the principal
sum of

            SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side hereof or entered in a loan account on payee's books and
records, or both), together with interest computed thereon in accordance with
the Credit Agreement referred to below, which principal and interest is payable
in accordance with the provisions in the Credit Agreement.

This note is issued pursuant to a certain Credit Agreement (the "Credit
Agreement") made as of            , 2001 between and among the payee, Borrower
                      ------------
and National City (for itself and as agent of the banks therein). The Credit
Agreement establishes "Revolving Commitments" (one by each Bank) aggregating up
to fifteen million and 00/100ths Dollars ($15,000,000) pursuant to which
Borrower may obtain Revolving Loans from Banks upon the terms and conditions
specified therein. The Credit Agreement contains definitions applicable to this
note, provisions governing the making of loans, the acceleration of the maturity
thereof, rights of prepayment and other provisions applicable to this note. Each
endorsement, if any, on the reverse side of this note (or any allonge thereto)
shall be prima facie evidence of the data so endorsed.

Address:                                        MODERN TECHNOLOGIES CORP.


--------------------------                      By: /s/ Rajesh Soin
                                                    ----------------------------
--------------------------                      Printed Name: Rajesh Soin
                                                Title: CEO
Telecopy
         -----------------

                                   EXHIBIT C
                                   ---------