Exhibit 4.13

TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS TENTH AMENDMENT (this Amendment) to the Loan and Security Agreement
is entered into as of the 31st day of July, 2001, by, between and among
Shopsmith, Inc., Shopsmith Woodworking Promotions, Inc., and Shopsmith
Woodworking Centers Ltd. Co. (hereinafter collectively the Companies and
separately a Company) and The Huntington National Bank (hereinafter the
Bank).

RECITALS:

A. As of September 1, 1989, the Companies (with the exception of Shopsmith
Woodworking Centers Ltd. Co.) and the Bank executed a certain Loan and Security
Agreement, that was subsequently amended by a First Amendment to Loan and
Security Agreement dated July 11, 1990, a Second Amendment to Loan and Security
Agreement dated April 23, 1991, a Third Amendment to Loan and Security Agreement
dated as of June 21, 1993, a Fourth Amendment to Loan and Security Agreement
dated as of October 5, 1993, a Fifth Amendment to Loan and Security Agreement
dated as of July 1, 1995, a Sixth Amendment to Loan and Security Agreement dated
as of July 1, 1996, a Seventh Amendment to Loan and Security Agreement dated as
of August 28, 1997, an Eighth Amendment to Loan and Security Agreement dated as
of July 31, 1999, and a Ninth Amendment to Loan and Security Agreement dated as
of July 31, 2000 (as so amended, hereinafter collectively the Loan Agreement),
setting forth the terms of certain loans to the Companies; and

B. As of August 28, 1997, the Companies executed and delivered to the Bank,
inter alia, a revolving note in the original principal sum of Five Hundred
Thousand Dollars ($500,000), that was most recently replaced by a certain
Replacement Revolving Note dated as of July 31, 2000, in the original principal
sum of Five Hundred Thousand Dollars ($500,000) (hereinafter the Revolving
Note); and

C. In connection with the Loan Agreement and the Revolving Note, at various
times, the Companies executed and delivered to the Bank certain other loan
documents, promissory notes, consents, assignments, security agreements,
agreements, instruments and financing statements in connection with the
indebtedness referred to in the Loan Agreement (all of the foregoing, together
with the Revolving Note and the Loan Agreement, are hereinafter collectively
referred to as the Loan Documents); and

D. The Companies have requested that the Bank amend and modify certain
terms and covenants in the Loan Agreement and extend the maturity date of the
Revolving Note, and the Bank is willing to do so upon the terms and conditions
contained herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Companies and the Bank, for
themselves and their successors and assigns do hereby agree, recite, represent
and warrant as follows:

1.     Definitions. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Loan Agreement.

2.     Section 4.1,
Interest Rates, Fees, Terms and Costs, of the Loan
Agreement is hereby amended to recite in its entirety that:





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| |  | 4.1     Interest Rates, Fees, Terms and
Costs. The Company agrees to pay the
Bank monthly interest on the unpaid balance of the Loan at the rates of
interest set forth in the promissory note or notes and/or commercial letter
of credit reimbursement agreements evidencing the Loan. The Company further
agrees to pay to the Bank each quarter a fee in respect of the Revolving
Loan equal to 1/2 of one percent per annum of the difference, if any,
between $500,000.00 and the daily principal balance of the Revolving Loan
during any full or partial calendar quarter the Revolving Loan is in
effect, payable quarterly in arrears, beginning on the first day of
October, 2001, and continuing on the first day of each January, April, July
and October, thereafter (such unused fee shall be calculated for the actual
days elapsed on the basis of a 360-day year). The Company further agrees to
pay to the Bank (i) a fee of $2,500, which shall be fully earned as of the
date hereof and payable on or before October 31, 2001, and (ii) and a fee
of $5,000, which shall be fully earned as of the date hereof and payable on
January 31, 2002; provided, however that the Bank agrees that the fee set
forth in clause (i) above shall be reduced to zero if the Loan is paid in
full prior to October 31, 2001, and further agrees that the fee set forth
in clause (ii) above shall be reduced to zero if the Loan is paid in full
prior to January 31, 2002. The Loan shall be evidenced by (i) promissory
notes or by one or more promissory notes subsequently executed in
substitution therefor, each in substantially the form set forth in Exhibit
A-1 attached to that certain Tenth Amendment to Loan and Security Agreement
between the Company and the Bank dated as of July 31, 2001, or by a
commercial letter of credit reimbursement agreement subsequently executed
in substitution therefor. Repayment of the Loan shall be made in accordance
with the terms of the promissory note or notes and/or commercial letter of
credit reimbursement agreements then outstanding pursuant to this
Agreement. Each advance request of the Company shall be accompanied by a
borrowing certificate or such other documents or communications as may be
acceptable to the Bank in its sole and absolute discretion. The Company
further agrees to pay analysis fees, audit fees in the amount of $650.00
per day per auditor for each audit (which audits shall be conducted at the
discretion of the Bank, but no more frequently than twice a year in the
absence of an Event of Default hereunder), plus out-of-pocket expenses, and
all costs and expenses incidental to or in connection with the Loan or any
service provided by the Bank, the enforcement of the Banks rights in
connection therewith, any amendment or modification of this Agreement or
any other loan documents, any litigation, contest, dispute, proceeding or
action in any way relating to the Collateral or to this Agreement, whether
any of the foregoing are incurred prior to or after maturity, the
occurrence of an Event of Default, or the rendering of a judgment. Such
costs shall include, but not be limited to, fees and out-of-pocket expenses
of the Banks counsel, recording fees, inspections fees, revenue stamps and
note and mortgage taxes.

3.     A
new Section 7.26, entitled Book Net Worth, shall be added to the
Loan Agreement and shall recite in its entirety as follows:





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| |  | 7.26     Book Net Worth. The Companies shall maintain on a consolidated basis
at all times shareholders equity, as determined in accordance with GAAP of
(a) not less than $3,100,000.00 beginning June 30, 2001, and continuing
through and including December 30, 2001, and (b) not less than
$3,200,000.00 for the period beginning December 31, 2001, and continuing at
all times thereafter. For purposes of this Section 7.26, GAAP means
generally accepted accounting principles consistently applied set forth in
the opinions and pronouncements of the Accounting Principles Board, the
American Institute of Certified Public Accountants and the Financial
Accounting Standards Board as in effect from time to time.

4.     The Companies shall deliver, at their expense, a machinery and equipment
appraisal on or before August 31, 2001, in form satisfactory to the Bank.

5.     Conditions
of Effectiveness. This Amendment shall become effective as of
July 31, 2001, upon satisfaction of all of the following conditions precedent:

(a) The Bank shall have received two duly executed copies of this
Amendment, a duly executed copy of the $500,000.00 replacement revolving note
and such other certificates, instruments, documents, agreements, and opinions of
counsel as may be required by the Bank, each of which shall be in form and
substance satisfactory to the Bank and its counsel; and

(b) The representations contained in paragraph 7 below shall be true and
accurate.

6.     Financing. The Companies, as of the date of this Amendment have
commenced and shall diligently pursue financing sufficient to pay the Loan in
full. The Companies shall not less frequently than bi-weekly advise the Bank of
their efforts to obtain such other financing and shall provide the Bank with
copies of proposal letters, commitment letters and loan documentation with
respect thereto.

7.     Representations. Each of the Companies represents and warrants that
after giving effect to this Amendment, (a) each and every one of the
representations and warranties made by or on behalf of such Company in the Loan
Agreement or the Loan Documents is true and correct in all respects on and as of
the date hereof, except to the extent that any of such representations and
warranties related, by the expressed terms thereof, solely to a date prior
hereto; (b) such Company has duly and properly performed, complied with and
observed each of its covenants, agreements and obligations contained in the Loan
Agreement and Loan Documents; and (c) no event has occurred or is continuing,
and no condition exists which would constitute an Event of Default.

8.     Amendment
to Loan Agreement. (a) Upon the effectiveness of this
Amendment, each reference in the Loan Agreement to Loan Agreement,
Agreement, the prefix herein, hereof, or words of similar import, and each
reference in the Loan Documents to the Loan Agreement, shall mean and be a
reference to the Loan Agreement as amended hereby. (b) Except as modified
herein, all of the representations, warranties, terms, covenants and conditions
of the Loan Agreement, the Loan Documents and all other agreements executed in
connection therewith shall remain as written originally and in full force and
effect in accordance with their respective terms, and nothing herein shall
affect, modify,





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limit or impair any of the rights and powers which the Bank may
have thereunder. The amendment set forth herein shall be limited precisely as
provided for herein, and shall not be deemed to be a waiver of, amendment of,
consent to or modification of any of the Banks rights under or of any other
term or provisions of the Loan Agreement, any Loan Document, or other agreement
executed in connection therewith, or of any term or provision of any other
instrument referred to therein or herein or of any transaction or future action
on the part of the Companies which would require the consent of the Bank,
including, without limitation, waivers of Events of Default which may exist
after giving effect hereto. Each of the Companies ratifies and confirms each
term, provision, condition and covenant set forth in the Loan Agreement and the
Loan Documents and acknowledges that the agreement set forth therein continue to
be legal, valid and binding agreements, and enforceable in accordance with their
respective terms.

9.     No Waiver. Nothing in this Amendment shall be construed to waive,
modify, or cure any default or Event of Default, that exist or may exist under
the Loan Agreement or the Loan Documents.

10.     Authority. Each of the Companies hereby represents and warrants to the
Bank that (a) such Company has legal power and authority to execute and deliver
the within Amendment; (b) the officer executing the within Amendment on behalf
of such Company has been duly authorized to execute and deliver the same and
bind such Company with respect to the provisions provided for herein; (c) the
execution and delivery hereof by such Company and the performance and observance
by such Company of the provisions hereof do not violate or conflict with the
articles of incorporation, regulations or by-laws of such Company or any law
applicable to such Company or result in the breach of any provision of or
constitute a default under any agreement, instrument or document binding upon or
enforceable against such Company; and (d) this Amendment constitutes a valid and
legally binding obligation upon such Company in every respect.

11.     Counterparts. This Amendment may be executed in two or more
counterparts, each of which, when so executed and delivered, shall be an
original, but all of which together shall constitute one and the same document.
Separate counterparts may be executed with the same effect as if all parties had
executed the same counterparts.

12.     Costs and Expenses. Each of the Companies agrees to pay on demand in
accordance with the terms of the Loan Agreement all costs and expenses of the
Bank in connection with the preparation, reproduction, execution and delivery of
this Amendment and all other loan documents entered into in connection herewith,
including the reasonable fees and out-of-pocket expenses of the Banks counsel
with respect thereto.

13.     Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of Ohio.

IN WITNESS WHEREOF, the Companies and the Bank have hereunto set their
hands as of the date first set forth above.

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| |  | COMPANIES:               
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| |  | SHOPSMITH, INC.          
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| |  | By: /s/  John R. Folkerth
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| |  | Its: Chairman            





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| |  |                                       
| |  | --------------------------------------
| |  | SHOPSMITH WOODWORKING PROMOTIONS, INC.
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| |  | By: /s/ John R. Folkerth              
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| |  | Its: President                        
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| |  | SHOPSMITH WOODWORKING CENTERS LTD. CO.
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| |  | By: /s/ John R. Folkerth              
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| |  | Its: President                        
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| |  | BANK:                                 
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| |  | THE HUNTINGTON NATIONAL BANK          
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| |  | By: /s/ John Mills                    
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| |  | Its: Vice President                   





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THE HUNTINGTON NATIONAL BANK
Replacement Revolving Note

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|City Office ____________________ Division ________________ Branch _________________ [X] Secured  
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|Account No. ____________________ Note No. _________________________________________ [ ] Unsecured
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|             |  |                                                         
|------------ |  | --------------------------------------------------------
|Account Name |  | SHOPSMITH, INC., SHOPSMITH WOODWORKING PROMOTIONS, INC.,
|             |  |                                                         
|             |  | SHOPSMITH WOODWORKING CENTERS LTD. CO.                  
|             |  |                                                         
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|                 |                    |                                  
|---------------- | ------------------ | ---------------------------------
|[X] Corporations | [   ] Partnerships | [   ] Individuals/Proprietorships
|                
|                

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|----------- | -------------- | -------------------
|$500,000.00 | Columbus, Ohio | As of July 31, 2001

FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to
the order of THE HUNTINGTON NATIONAL BANK (hereinafter called the Bank, which
term shall include any holder hereof) at the Banks offices located at Columbus,
Ohio or such other place as the Bank may designate in writing, the sum of Five
Hundred Thousand Dollars ($500,000.00) or so much thereof as shall have been
advanced by the Bank at any time and not hereafter repaid pursuant to the terms
of the Loan Agreement (as defined below), which sum shall hereinafter be
referred to as Principal Sum, together with interest as hereinafter provided
and payable as hereinafter provided. The proceeds of the loan evidenced hereby
may be advanced, repaid and readvanced in partial amounts during the term of
this revolving note (this Note) and prior to maturity. Each such advance shall
be made to the undersigned upon receipt by the Bank of the undersigneds
application therefor and disbursement instructions, which shall be in such form
as the Bank shall from time to time prescribe. The Bank shall be entitled to
rely on any oral or telephonic communication requesting an advance and/or
providing disbursement instructions hereunder, which shall be received by it in
good faith from anyone reasonably believed by the Bank to be the undersigned, or
the undersigneds authorized agent. The undersigned agree that all advances made
by the Bank will be evidenced by entries made by the Bank into its electronic
data processing system and/or internal memoranda maintained by the Bank. The
undersigned further agree that the sum or sums shown on the most recent printout
from the Banks electronic data processing system and/or on such memoranda shall
be rebuttably presumptive evidence of the amount of the Principal Sum and of the
amount of any accrued interest.

This Note is executed and the advances contemplated hereunder are to be
made pursuant to a Loan and Security Agreement between the undersigned and the
Bank dated as of September 1, 1989, and all amendments and modifications
thereto, including but not limited to a First Amendment to Loan and Security
Agreement dated July 11, 1990, a Second Amendment to Loan and Security Agreement
dated April 23, 1991, a Third Amendment to Loan and Security Agreement dated
June 21, 1993, a Fourth Amendment to Loan and Security Agreement dated October
5, 1994, a Fifth Amendment to Loan and Security Agreement dated as of July 1,
1995, a Sixth Amendment to Loan and Security Agreement dated as of July 1, 1996,
a Seventh Amendment to Loan and Security Agreement dated as of August 28, 1997,
a certain Eighth Amendment to Loan and Security Agreement dated as of July 31,
1999, a certain Ninth Amendment to Loan and Security Agreement dated as of July
31,





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2000, and a certain Tenth Amendment to Loan and Security Agreement dated as
of July 31, 2001 (collectively the Loan Agreement), and all the covenants,
representations, agreements, terms, and conditions contained therein, including
but not limited to additional conditions of default, are incorporated herein as
if fully rewritten.

This Note is substitute evidence of the obligations most recently evidenced
by a certain Replacement Revolving Note dated as of July 31, 2000, in the
original principal sum of $500,000.00.

INTEREST

Interest will accrue on the unpaid balance of the Principal Sum until paid
at a variable rate of interest per annum, which shall change in the manner set
forth below, equal to three percentage points (3%) in excess of the Prime
Commercial Rate.

Upon default, whether by acceleration or otherwise, interest will accrue on
the unpaid balance of the Principal Sum and unpaid interest, if any, until paid
at a variable rate of interest per annum, which shall change in the manner set
forth below, equal to six percentage points (6%) in excess of the Prime
Commercial Rate.

All interest shall be calculated on the basis of a 360 day year for the
actual number of days the Principal Sum or any part thereof remains unpaid.
There shall be no penalty for prepayment, except that any discounted interest
shall only be rebated in the event of prepayment in full, based on the actual
number of days elapsed, but no rebate shall be made for any amount less than
$1.00.

As used herein, Prime Commercial Rate shall mean the rate established by
the Bank from time to time based on its consideration of economic, money market,
business and competitive factors. The Prime Commercial Rate is not necessarily
the Banks most favored rate. Subject to any maximum or minimum interest rate
limitation specified herein or by applicable law, any variable rate of interest
on the obligation evidenced hereby shall change automatically without notice to
the undersigned immediately with each change in the Prime Commercial Rate.

MANNER OF PAYMENT

The Principal Sum shall be due and payable on January 31, 2002, and at
maturity, whether by demand, acceleration or otherwise. Accrued interest shall
be due and payable monthly beginning on August 1, 2001, and continuing on the
first day of each month thereafter, and at maturity, whether by acceleration or
otherwise.

LATE CHARGE

Any installment or other payment not made within 10 days of the date such
payment or installment is due shall be subject to a late charge equal to 5% of
the amount of the installment or payment, provided, however, that the Bank
provides written notice to the undersigned of such nonpayment.

SECURITY

This Note is secured by the security interests and assignments granted or
referred to in the Loan Agreement.

DEFAULT





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Upon the occurrence of any of the following events:



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| | (1) the undersigned fail to make any payment of principal or interest
on or before the date such payment is due; or
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| | (2) an Event of Default (as defined in the Loan Agreement) shall have
occurred;                                    

then the Bank may, at its option, without notice or demand, accelerate the
maturity of the obligations evidenced hereby, which obligations shall become
immediately due and payable and the Bank shall have all other rights of a
secured party or creditor under Ohio law. In the event the Bank shall institute
any action for the enforcement or collection of the obligations evidenced
hereby, the undersigned agree to pay all costs and expenses of such action,
including reasonable attorneys fees, to the extent permitted by law.

GENERAL PROVISIONS

All of the parties hereto, including the undersigned, and any indorser,
surety, or guarantor, hereby jointly and severally waive presentment, notice of
dishonor, protest, notice of protest, and I diligence in bringing suit against
any party hereto, waive the defenses of impairment of collateral for the
obligation evidenced hereby, impairment of a person against whom the Bank has
any right of recourse, and any defenses of any accommodation maker and consent
that, without discharging any of them, the time of payment and any other
provision of this promissory note may be extended or modified an unlimited
number of times before or after maturity without notice to the undersigned. The
undersigned jointly and severally agree that they will pay the obligations
evidenced hereby, irrespective of any action or lack of action on Banks part in
connection with the acquisition, perfection, possession, enforcement,
disposition, or modification of all the obligations evidenced hereby or any and
all security therefor, and no omission or delay on Banks part in exercising any
right against, or taking any action to collect from or pursue Banks remedies
against any party hereto will release, discharge, or modify the duties of the
undersigned to make payments hereunder. The undersigned agree that Bank will not
be required to pursue or exhaust any of its rights or remedies against the
undersigned or any guarantors of the obligations evidenced hereby with respect
to the payment of any said obligations, or to pursue, exhaust or preserve any of
Banks rights or remedies with respect to any collateral, security or other
guaranties given to secure said obligations.

The obligations evidenced hereby may from time to time be evidenced by
another note or notes given in substitution, renewal or extension hereof. Any
security interest or mortgage which secures the obligations evidenced hereby
shall remain in full force and effect notwithstanding any such substitution,
renewal, or extension.

The captions used herein are for references only and shall not be deemed a
part of this Note. If any of the terms or provisions of this Note shall be
deemed unenforceable, the enforceability of the remaining terms and provisions
shall not be affected. This Note shall be governed by and construed in
accordance with the law of the State of Ohio.

WAIVER OF RIGHT TO TRIAL BY JURY

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (2) IN ANY WAY





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CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

WARRANT OF ATTORNEY

Each of the undersigned authorizes any attorney at law to appear in any
Court of Record in the State of Ohio or in any state or territory of the United
States after the above indebtedness becomes due, whether by acceleration or
otherwise, to waive the issuing and service of process, and to confess judgment
against any one or more of the undersigned in favor of the Bank for the amount
then appearing due together with costs of suit, and thereupon to waive all
errors and all rights of appeal and stays of execution. No such judgment or
judgments against less than all of the undersigned shall be a bar to a
subsequent judgment or judgments against any one or more of the undersigned
against whom judgment has not been obtained hereon, this being a joint and
several warrant of attorney to confess judgment.

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.

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|     |  |                      |  |      |  |                     
|---- |  | -------------------- |  | ---- |  | --------------------
|By:  |  | /s/ John R. Folkerth |  | By:  |  | /s/ John R. Folkerth
|     |  |                      |  |      |  |                     
|Its: |  | Chairman             |  | Its: |  | President           
|     |  |                      |  |      |  |                     





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WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.

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