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                                                                    Exhibit 10.2



                           COGNOVIT PROMISSORY NOTE
                  (RENEWAL BALANCE REVOLVING LINE OF CREDIT)


$40,000,000.00                                       Effective September 30,1998
Columbus, Ohio

         FOR VALUE RECEIVED, the undersigned promise to pay to the order of THE
PROVIDENT BANK, a state banking corporation ("Bank" which term shall include
subsequent holders hereof), with a place of business at 10 West Broad Street,
Columbus, Ohio, or at such other place as the Bank may, from time to time,
designate in writing, the principal sum of Forty Million and 00/100 Dollars
($40,000,000.00), or so much thereof as may be advanced to the undersigned in
accordance with the terms of this Note and subject to that certain Second
Amended and Restated Loan and Security Agreement among the undersigned, others
and the Bank as of September 30, 1998, as from time to time amended (the "Loan
Agreement"), together with interest on the unpaid principal balance from the
date the funds are advanced under this Note, until paid, at the rate and in the
manner set forth below.

         This Note is a revolving credit subject to the terms of this paragraph.
Subject to the conditions and limitations hereof and of the Loan Agreement and
prior to March 30, 2000, the undersigned may borrow and reborrow from the Bank
and the Bank may lend and relend to the undersigned such amounts not to exceed
an aggregate unpaid principal amount outstanding at any time of $40,000,000.00
as the undersigned may at any time and from time to time request upon
satisfactory notice to the Bank in compliance with the Loan Agreement.

INTEREST

         Commencing on the date of the first advance of funds under this Note
and excluding any Term Out Indebtedness as hereinafter defined, interest hereon
shall be payable at the rate of one percent (1%) per annum below the "prime
rate" of interest, as hereinafter defined, from time to time in effect. The rate
of interest shall be adjusted upward or downward without notice immediately upon
any change in the prime rate.

         Interest shall be computed at all times on the basis of a three hundred
sixty (360) day year and the actual number of days elapsed. Any reference in
this Note to the "prime rate" of interest is hereby defined to mean that
interest charged by The Provident Bank from time to time as its prime rate
whether or not it is publicly announced, and which provides a base to which loan
rates may be referenced. The prime rate may not be the lowest interest rate The
Provident Bank charges for commercial or other extensions of credit.

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         At the election(s) of the undersigned from time to time, upon seven
days prior written notice to the Bank, all of any portion of the principal
balance of this Note may be termed out over a sixty month period (in each case,
the "Term Out Indebtedness"). Commencing on the first day of the first calendar
month following the date upon which the undersigned gives notice of the amount
of the Term Out Indebtedness (the "Term Out Rate Change Date"), the yearly
interest on the Term Out Indebtedness shall be payable at the rate of two
percent (2%) per annum, rounded up to the nearest one eighth of one percent
(1/8%), above the weekly average yield (expressed as a percent per annum) for
United States Treasury Securities adjusted to constant maturities of five (5)
years as published by the Federal Reserve Board in its statistical release of
selected interest rates number H.15(519) for the most recent published average
weekly yield prior to the Term Out Rate Change Date, which shall be the interest
rate on the Term Out Indebtedness until this Note is paid in full. Any remaining
principal balance not included in the Term Out Indebtedness shall continue to
bear interest at a fluctuating interest rate as provided herein.

         Upon the occurrence of an Event of Default, as defined in the Loan
Agreement, any and all funds due and owing to the Bank, whether before or after
any acceleration of the amount due to the Bank, shall bear interest at the
"Default Rate" per annum of the prime rate, as announced from time to time by
the Bank, plus two percent. The Default Rate shall remain in effect for so long
as the Event of Default is continuing.

TERM

         The entire unpaid principal balance, excluding any Term Out
Indebtedness, together with accrued and unpaid interest thereon, and all other
obligations hereunder, if not sooner paid shall be due and payable on September
30, 2000 ("Maturity Date"), provided however on September 15 of each year
commencing on September 15, 1999, the Bank shall review this credit and give
written notice to the undersigned in the event the Bank elects to extend the
Maturity Date by an additional Twelve (12) months.

         The entire unpaid principal balance of any Term Out Indebtedness,
together with accrued and unpaid interest thereon, if not sooner paid, shall be
due and payable on a date which is Sixty (60) months after the first day of the
first month following the Term Out Rate Change Date (the "Term Out Maturity
Date").


PAYMENTS

         Interest only shall be payable in consecutive monthly installments
effectively beginning October 1, 1998, and continuing on the first day of each
month thereafter.

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         On the first day of the first month following any Term Out Rate Change
Date (the "Commencement of Amortization Date") principal and interest on such
Term Out Indebtedness shall be payable in consecutive monthly installments in an
amount equal to the sum of (i) accrued interest on account of such Term Out
Indebtedness for the immediately preceding month, plus (ii) one sixtieth
(1/60th) of the original principal amount of such Term Out Indebtedness or, at
Borrower's option level payments of principal and interest combined. Monthly
installments as provided in this paragraph shall commence on the Commencement of
Amortization Date and shall continue on the first day of each month thereafter
until the entire Term Out Indebtedness evidenced by this Note is fully paid,
except that any remaining indebtedness, if not sooner paid, shall be due and
payable in full on the Maturity Date.

         If any payment of principal or interest is specified to be made on a
day on which commercial banks in Columbus, Ohio are authorized by law to close,
it shall be made on the next succeeding day which constitutes a regular business
day for commercial banks in Columbus, Ohio, and any such extension of time shall
in all cases be included when computing interest.

PURPOSE

         The use of the indebtedness evidenced by this Note is described in
subsection 2.2 use of proceeds in the Loan Agreement.

DEFAULT RATE

         If any payment under this Note is not received by the Bank on or before
the date the installment is due or if the undersigned shall otherwise be in
default in the performance of its obligations hereunder or under the Loan
Agreement, the undersigned shall pay to the Bank a default rate of .01% of the
unpaid principal balance of this Note at the time of such delinquency for each
such delinquency to cover the extra expense incident to handling delinquent
accounts, or, at the option of Bank, interest on the dollar amount of any unpaid
amounts so long as they remain past due and payable at a rate which is three (3)
percentage points greater than the rate which would otherwise be in effect (the
"Default Rate"). The Bank may charge interest at the rate provided herein on all
interest and dollar amounts owing hereunder which are not paid when due.

ACCELERATION

         If any Event of Default has occurred and is continuing the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the Bank. The Bank may exercise
this option to accelerate during the continuance any Event of Default by the
undersigned regardless of any prior forbearance. Reference is made to the Loan
Agreement for rights as to acceleration of the indebtedness evidenced by this
Note.

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ADDITIONAL REMEDIES

         Upon and during the continuance of an Event of Default, the Bank shall
be entitled to recover judgment against the undersigned for the amount due under
this Note, either before or after or during the pendency of any proceeding for
the enforcement of any security for this Note, and, in the event of realization
of any funds from any security and application thereof to the payment of the
amount due under this Note, the Bank shall be entitled to enforce payment of and
recover judgment for all amounts then remaining due and unpaid upon the Note,
whether for principal, interest or premium. The Bank may proceed to protect and
enforce its rights by suit in equity, action at law and/or by any other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Note, in aid of the exercise of any power granted in
this Note, or may proceed to enforce payment of this Note, or to enforce any
other legal or equitable right.

REMEDIES SEPARATE

         The Bank may pursue any rights or remedies as the Bank under this Note
or under the Loan Agreement independently or concurrently. All rights, remedies,
or powers herein conferred upon the Bank shall, to the extent not prohibited by
law, be deemed cumulative and not exclusive of any other thereof, or of any
other rights, remedies or power available to the Bank. No delay or omission of
the Bank to exercise any right, remedy or power shall impair the same or be
construed to be a waiver of any default or an acquiescence thereto. No waiver of
any default shall extend to or affect any subsequent default nor shall it impair
any rights, remedies or power available to the Bank. No single or partial
exercise of any right, remedy or power shall preclude other or further exercise
thereof by the Bank.

WAIVER OF PRESENTMENT, ETC.

         The undersigned, together with all sureties, endorsers, and guarantors
of the Note hereby:

(a) except as expressly provided herein, waive demand, presentment for payment,
notice of nonpayment, protest, and all other notices, filing of suit or
diligence in collecting this Note, and enforcing any of the security rights of
or in proceeding against any of the Property;

(b) agree that the Bank shall not be required first to institute any suit, or to
exhaust its remedies against the undersigned or any other person or party in
order to enforce payment of this Note;

(c) consent to any extension, renewal or postponement of time of payment of this
Note; and

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(d) agree that, notwithstanding the occurrence of any of the foregoing, except
as to any such person expressly released in writing by the Bank, they each shall
be and remain jointly and severally, directly and primarily, liable for all sums
due under this Note.

COST OF COLLECTION

         The undersigned hereby unconditionally agree to pay the cost of
collection of this Note, including, but not limited to, reasonable attorney fees
incurred by the Bank.

USURY

         It is the intention of the Bank, which is signified by acceptance of
this Note, that this Note shall comply with the usury laws applicable under the
laws of the State of Ohio now or hereafter in effect. Accordingly, to the extent
that any rate of interest stated in this Note exceeds the maximum rate of
interest which may be charged on loans of the type and nature evidenced by this
Note under the laws of the State of Ohio, then said interest shall be abated and
reduced to the extent necessary to conform with the maximum permissible rate.

GOVERNING LAW

         This Note shall be governed by and construed under the laws of the
State of Ohio.

CONFESSION OF JUDGMENT

         With full knowledge of all constitutional rights, if any payment under
this Note is not received by the Bank on or before the date when due, or should
default be made in the performance or observance of the covenants and agreements
of the Loan Documents securing this Note, after any applicable notice or period
of grace, the undersigned hereby authorize and empower any attorney of any court
of record within the United States of America or elsewhere to appear for the
undersigned and, with or without complaint filed, confess judgment or a series
of judgments against the undersigned in favor of the Bank as of any time,
present or future, for the then due and unpaid balance or balances of the
principal, interest, and collection expenses evidenced by this Note, or any part
thereof, together with the costs of the suit, and to waive and release all
errors in said proceedings and petitions in error and the right to appeal from
the judgment rendered, on which judgment or judgments one or more executions may
issue forthwith; and for so doing this Note or a copy hereof verified by
affidavit shall be a sufficient warrant. The foregoing warrant of attorney shall
survive any judgment rendered pursuant to this Note, and if any such judgment be
vacated for any reason, the Bank nevertheless may thereafter use the foregoing
warrant of attorney to obtain an additional judgment or judgments against the
undersigned. The foregoing warrant of attorney may be exercised, and judgment
may be taken thereby as many times as the Bank may determine in its sole
discretion and may be exercised separately with respect to each payment and
other obligation evidenced by this Note or from time to time with respect to
such payments and obligations evidenced by this Note, as the Bank may determine
in its sole discretion.


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         THE UNDERSIGNED HEREBY, AND ANY HOLDER HEREOF BY ITS ACCEPTANCE HEREOF,
EACH WAIVES THE RIGHT OF A JURY TRIAL IN EACH AND EVERY ACTION ON THIS
PROMISSORY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, IT BEING ACKNOWLEDGED AND
AGREED THAT ANY ISSUES OF FACT IN ANY SUCH ACTION ARE MORE APPROPRIATELY
DETERMINED BY THE COURTS; FURTHER THE UNDERSIGNED HEREBY CONSENT AND SUBJECT
THEMSELVES TO THE JURISDICTION OF COURTS OF THE STATE OF OHIO AND, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, TO THE VENUE OF SUCH COURTS IN
FRANKLIN COUNTY.


                            SIGNED AND ACKNOWLEDGED:

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. (SEC. 2323.13, O.R.C.).

                                        Lexford Residential Trust


                                        By: /s/ JOHN B. BARTLING
                                            ----------------------------
                                            John B. Bartling,
                                            Its: Chief Executive Officer