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                                                                  EXHIBIT 4.10.1


                          AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT TO PROMISSORY NOTE (the "Amendment") dated as of this 11 day of
March, 2002, between SHOPSMITH, INC., an Ohio corporation (hereinafter called
"Maker"), and MID-STATES DEVELOPMENT COMPANY, an Ohio general partnership
(hereinafter called "Holder").

                                   WITNESSETH:

      WHEREAS, Maker executed a Promissory Note dated December 31, 1998, and
payable to Holder, in the original principal amount of Two Million Eight Hundred
Thousand and 00/100 Dollars ($2,800,000.00) (the "Note"); and

      WHEREAS, Maker and Holder now wish to amend the terms of the Note to
modify the maturity date of the Note.

      NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Maker and Holder hereby agree as follows:

      1. Subparagraph B of Paragraph 2, "Payments and Maturity" of the Note
shall be deleted in its entirety and replaced by the following:

            B.    Commencing with on or before the first day of February, 1999,
                  and continuing on or before the first day of the next eighty
                  two (82) months, Maker shall make monthly installment payments
                  of principal and interest to Holder in the amount of Twenty
                  Five Thousand Seven Hundred Eighty Five and 00/100 Dollars
                  ($25,785.00) each.

      2. Subparagraph C of Paragraph 2, "Payments and Maturity" of the Note
shall be deleted in its entirety and replaced by the following:

            C.    On or before the first day of January, 2006 ("Schedule
                  Maturity Date"), the Maker shall pay, if not sooner paid, the
                  entire principal unpaid balance and unpaid interest thereon.

      3. The Maker and Holder agree that:

            A.    The execution and delivery of this Amendment is not intended
                  to discharge any obligation of the Maker du to the Holder
                  under the Note and this Amendment;

            B.    There is not novation by the execution and delivery of this
                  Amendment;

            C.    All the terms and conditions contained in the Note, except as
                  modified herein, shall continue unchanged and remain in full
                  force and effect.

            D.    Capitalized terms used in this Amendment and not defined
                  herein shall have the meanings attributed to them in the Note.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.


                                          MAKER:

                                          SHOPSMITH, INC.,
                                          An Ohio corporation.

                                          By: /s/ John R. Folkerth
                                              -----------------------------
                                          Print Name: John R. Folkerth
                                          Its: Chairman



                                          HOLDER:

                                          MID-STATES DEVELOPMENT COMPANY,
                                          an Ohio general partnership

                                          By:
                                          Print Name:
                                          Its: