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                                                                   EXHIBIT 10.13

             COMMERCIAL NOTE: TERM SINGLE ADVANCE/PRIME/LTCOF (OHIO)

Amount              City, State       Date                    FOR BANK USE ONLY
$2,125,000.00       Columbus, Ohio    December 12, 1996       Obligor #
                                                              Tax I.D. #
                                                              Obligation #
                                                              Office

FOR VALUE RECEIVED, SAGI REALTY LTD. ("BORROWER"), an Ohio limited liability
company, whose mailing address is 995 Goodale Blvd., Columbus, Ohio 43212 hereby
promises to pay to the order of NATIONAL CITY BANK OF COLUMBUS, formerly known
as National City Bank, Columbus ("BANK"), a national banking association having
its banking office at 155 East Broad Street, Columbus, Ohio 43251, at Bank's
banking office (or at such other place as Bank may from time to time designate
by written notice) in lawful money of the United States of America, the
principal sum of TWO MILLION ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS
or such lesser amount as may appear on this Note, or as may be entered in a loan
account on Bank's books and records, or both, together with interest, all as
provided below. This note is a replacement and substitution for, but not a
satisfaction of, that certain Commercial Note: Term Multiple Advance/Prime/LTCOF
(Ohio) dated April 1, 1996 in the original principal amount of $2,000,000.00
payable to the order of the Bank (the "Prior Note"). Effective with the
execution of this Note all balances outstanding pursuant to the Prior Note shall
be and hereby are transferred to and evidenced by this Note. All collateral
securing the Prior Note shall continue to secure this Note.

1.    INTEREST. The unpaid principal balance of the Note shall at all times bear
      interest at the Contract Rate, provided, that so long as any principal of
      or accrued interest on this Note is overdue, all unpaid principal of this
      Note and all overdue interest on that principal (but not interest on
      overdue interest) shall bear interest at a fluctuating rate equal to two
      percent (2%) per annum above the rate that would otherwise be applicable,
      but in no case less than two percent (2%) per annum above the Prime Rate;
      provided further, that in no event shall any principal of or interest on
      this Note bear interest at any time after Maturity at a lesser rate than
      the rate applicable thereto immediately after Maturity. The "Contract
      Rate" shall at all times be a fluctuating rate equal to the Prime Rate,
      provided, that Borrower shall have the right from time to time to
      irrevocably elect two and one-half percent (2.5%) per annum plus the Long
      Term Cost of Funds Rate as the Contract Rate applicable during a Contract
      Period to a Unit in an amount that is an integral multiple of $500,000.00
      by specifying the term and amount, respectively, of the Contract Period
      and Unit in a notice given to Bank orally or in writing on, and in any
      case not later than 2:00 p. m., Banking-Office Time, of, the third (3rd)
      Banking Day preceding the first day of that Contract Period.

      The principal comprising each Long Term Cost of Funds Unit shall, at the
      end of the Contract Period for that Unit, become part of the Prime Rate
      Unit unless and to the extent that Borrower shall have elected otherwise

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      as hereinbefore provided. Bank shall be entitled to fund and maintain its
      funding of all or any part of any Long Term Cost of Funds Unit in any
      manner Bank may from time to time deem advisable, Borrower hereby
      acknowledging that all determinations relating to Long Term Cost of Funds
      Units shall be made as if Bank had actually funded and maintained each
      such Unit with borrowings in an amount similar to the amount of that Unit,
      with a maturity similar to the Contract Period for that Unit, and bearing
      interest at the Long Term Cost of Funds Rate with respect to that Unit.

2.    INEFFECTIVE ELECTIONS. Notwithstanding any provision or inference to the
      contrary, Bank shall have the right in its discretion, without notice to
      Borrower, to deem ineffective Borrower's election of a Contract Rate if
      (a) at the time of that election or on the first day of the Contract
      Period specified in Borrower's notice thereof, there shall exist or there
      would occur any Event of Default, (b) any representation, warranty, or
      other statement (other than any expressly made as of a single date) made
      by any Person (other than Bank) in any Related Writing would, if made
      either as of the time of that election or as of the first day of the
      Contract Period specified in Borrower's notice thereof, be untrue or
      incomplete in any respect, (c) after giving effect to that election, more
      than one Contract Rate would be applicable to all or any part of any Unit,
      (d) Bank shall determine that any governmental authority has asserted that
      it is unlawful for Bank to fund, make, or maintain loans bearing interest
      based on the Long Term Cost of Funds Rate, (e) after giving effect to that
      election, the aggregate unpaid principal balance of this Note would, on
      the first day of the Contract Period specified in Borrower's notice of
      that election, be less than the then aggregate amount of all Long Term
      Cost of Funds Units, (f) after giving effect to that election, the
      aggregate amount of all principal payments scheduled to become due at any
      one time during the Contract Period specified in Borrower's notice of that
      election would exceed the amount of the Prime Rate Unit at that time, or
      (g) the Contract Period specified in Borrower's notice of that election
      would end after the scheduled due date of the last principal payment under
      this Note, giving effect to any prepayments. Moreover, Borrower shall not
      be entitled to elect a Contract Rate if Bank shall determine that (i)
      dollar borrowings of the appropriate amount and maturity are not available
      in the market selected by Bank for the purpose of funding the relevant
      Unit at the Long Term Cost of Funds Rate, (ii) circumstances affecting the
      market selected by Bank for the purpose of funding the relevant Unit make
      it impracticable for Bank to determine the Long Term Cost of Funds Rate,
      (iii) any governmental authority has asserted that it is unlawful for Bank
      to fund, make, or maintain loans bearing interest based on the Long Term
      Cost of Funds Rate. Bank's books and records shall be conclusive (absent
      manifest error) as to whether Bank shall have deemed any election of a
      Contract Rate ineffective. Except as hereinbefore provided, there is no
      limit to the number of Contract Rates that may be applicable to the unpaid
      principal balance of this Note at any one time.

3.    PREMIUM: INEFFECTIVE EJECTIONS; GOVERNMENTAL ACTS. If Bank shall deem
      ineffective Borrower's election of any Contract Rate, then, and in each
      such case, that election shall be ineffective and Borrower shall pay to
      Bank, on Bank's demand, a premium based on the amount of the Unit

                                       -2-
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      specified in Borrower's notice of that election and computed for the
      Contract Period specified in that notice at a rate per annum equal to the
      excess, if any, of the Contract Rate so elected over the Reinvestment
      Rate. If Bank shall determine that any governmental authority has asserted
      that it is unlawful for Bank to fund, make, or maintain loans bearing
      interest based on the Long Term Cost of Funds Rate, then, and in each such
      case, notwithstanding any provision or inference to the contrary, the
      principal comprising each then outstanding Long Term Cost of Funds Unit
      shall, upon Bank's giving Borrower notice of that determination, be added
      to and become part of the Prime Rate Unit, and Borrower shall concurrently
      with the addition of that principal to the Prime Rate Unit, pay to Bank
      (a) the accrued interest on the principal so added and (b) a premium based
      on the amount of the principal so added and computed for the remainder of
      the Contract Period therefor, at a rate equal to the excess, if any, of
      the Contract Rate theretofore applicable over the Reinvestment Rate.

4.    REPAYMENT. Subject to section 7, the principal of and interest on this
      Note shall be repayable in one hundred twenty (120) installments,
      commencing on the 1st day of January, 1997 and continuing on the first day
      of each month thereafter until paid in full, each such installment, except
      the final installment, (subject to adjustment as set forth, below) to be
      in an amount equal to Eighteen thousand one hundred six and 40/100
      ($ 18,106.40) with the final installment due December 1, 2006 to be in an
      amount equal to all unpaid principal and unpaid accrued interest
      outstanding on the Note. As of the beginning of each Contract Period or
      upon an increase in the Prime Rate, whichever is applicable, the monthly
      installment shall be adjusted to an amount sufficient to amortize the
      principal balance outstanding at the new Contract Rate over a twenty year
      period commencing December 12, 1996.

      Borrower shall have the right to prepay the principal of this Note in
      whole or in part, provided, that (a) each such prepayment shall be in the
      principal sum of Twenty-Five Thousand and 00/100 Dollars ($25,000.00) or
      any integral multiple thereof or an amount equal to the then aggregate
      unpaid principal balance of this Note, (b) each such prepayment shall be
      applied to the installments of this Note in the inverse order of their
      respective due dates, and (c) concurrently with the prepayment of the
      entire unpaid principal balance of this Note, Borrower shall prepay the
      accrued interest on the principal being prepaid.

      Each prepayment of the principal of this Note may be made without Premium
      or penalty, provided, that if any Long Term Cost of Funds Unit is paid
      (whether by way of a prepayment or a payment following any acceleration of
      the due date thereof) in whole or in part before the last day of the
      Contract Period for that Unit, then, and in each such case, Borrower
      shall, concurrently with the payment, pay to Bank (i) the accrued interest
      on the principal being prepaid and (ii) a premium based on the principal
      amount paid and computed for the period from the date of payment to the
      last day of the Contract Period for that Unit at a rate per annum equal to
      the excess, if any, of the Contract Rate theretofore applicable over the
      Reinvestment Rate.

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5.    DEFINITIONS, As used in this Note, except where the context clearly
      requires otherwise, "AFFILIATE" means, when used with reference to any
      Person (the "SUBJECT"), a Person that is in control of, under the control
      of, or under common control with, the subject, the term "CONTROL" meaning
      the possession, directly or indirectly, of the power to direct the
      management or policies of a Person, whether through the ownership of
      voting securities, by contract, or otherwise; "BANK DEBT OF BORROWER"
      means, collectively, all Debt to Bank that is evidenced by this Note;
      "BANKING DAY" means any day (other than any Saturday, Sunday or legal
      holiday) on which Bank's banking office is open to the public for carrying
      on substantially all of its banking functions; "BANKING-OFFICE TIME"
      means, when used with reference to any time, that time determined at the
      location of Bank's banking office; "CONTRACT PERIOD" means, relative to a
      Unit, a period elected by Borrower of one year up to and including ten
      years, provided, that each Contract Period shall commence on a Banking
      Day, provided, that (a) each such Contract Period shall end on either an
      annual anniversary of the first day thereof or on the scheduled due date
      of the last principal payment under this Note, giving effect to any
      prepayments made prior to the first day of that Contract Period and (b) if
      any Contract Period would otherwise end on a day that is not a Banking
      Day, it shall end instead on the next succeeding Banking Day; "DEBT"
      means, collectively, all obligations of the Person or Persons in question,
      including, without limitation, every such obligation whether owing by one
      such Person alone or with one or more other Persons in a joint, several,
      or joint and several capacity, whether now owing or hereafter arising,
      whether owing absolutely or contingently, whether created by lease, loan,
      overdraft, guaranty of payment, or other contract, or by quasi-contract,
      tort, statute, other operation of law, or otherwise; "LONG TERM COST OF
      FUNDS RATE" means, with respect to a Unit, the rate per annum (rounded
      upwards, if necessary, to the next higher 1/16 of 1%) determined by Bank
      by dividing (a) the rate per annum as determined by Bank, in its sole
      discretion, three (3) Banking Days prior to the first day of the Contract
      Period for that Unit, and then quoted by Bank to Borrower as Bank's
      so-called "cost of funds" for loans in an amount similar to that Unit and
      with a maturity similar to the Contract Period for that Unit, by (b) the
      difference of one (1) less the LTCOF Reserve Percentage; "LONG TERM COST
      OF FUNDS UNIT" means a Unit for which the Contract Rate is based on the
      Long Term Cost of Funds Rate; "MATURITY" MEANS the date (whether occurring
      by lapse of time, acceleration, or otherwise) upon which the last
      scheduled principal under this Note is due, giving effect to any
      prepayments; "NOTE" means this promissory note (including, without
      limitation, each addendum, allonge, or amendment, if any, hereto);
      "OBLIGOR" means any Person who, or any of whose property, shall at the
      time in question be obligated in respect of all or any part of the Bank
      Debt of Borrower and (in addition to Borrower) includes, without
      limitation, co-makers, indorsers, guarantors, pledgors, hypothecators,
      mortgagors, and any other Person who agrees, conditionally or otherwise,
      to make any loan to, purchase from, or investment in, any other Obligor or
      otherwise assure such other Obligor's creditors or any of them against
      loss; "PERSON" means an individual or entity of any kind, including,
      without limitation, any association, company, cooperative, corporation,
      partnership, trust,

                                      -4-
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      governmental body, or any other form or kind of entity; "PRIME RATE" means
      the fluctuating rate per annum which is publicly announced from time to
      time by Bank as being its so-called "prime rate" or "base rate" thereafter
      in effect, with each change in the Prime Rate automatically, immediately,
      and without notice changing the Prime Rate thereafter applicable
      hereunder, it being acknowledged that the Prime Rate is not necessarily
      the lowest rate of interest then available from Bank on fluctuating-rate
      loans; "PRIME RATE UNIT" means, at any time, the then aggregate unpaid
      principal balance of this Note for which the Contract Rate is based on the
      Prime Rate; "PROCEEDING" means any assignment for the benefit of
      creditors, any case in bankruptcy, any marshalling of any Obligor's assets
      for the benefit of creditors, any moratorium on the payment of debts, or
      any proceeding under any law relating to conservatorship, insolvency,
      liquidation, receivership, trusteeship, or any similar event, condition,
      or other thing; "REINVESTMENT RATE" means, when used with respect to any
      period, a per annum rate of interest equal to the "bond equivalent yield"
      for the most actively traded issues of U. S. Treasury Bills, U. S.
      Treasury Notes, or U. S. Treasury Bonds for a term similar to the period
      in question; "RELATED WRITING" means this Note and any indenture, note,
      guaranty, assignment, mortgage, security agreement, subordination
      agreement, notice, financial statement, legal opinion, certificate, or
      other writing of any kind pursuant to which all or any part of the Bank
      Debt of Borrower is issued, which evidences or secures all or any part of
      the Bank Debt of Borrower, which governs the relative rights and
      priorities of Bank and one or more other Persons to payments made by, or
      the property of, any Obligor, which is delivered to Bank pursuant to
      another such writing, or which is otherwise delivered to Bank by or on
      behalf of any Person (or any employee, officer, auditor, counsel, or agent
      of any Person) in respect of or in connection with all or any part of the
      Bank Debt of Borrower; "REPORTING PERSON" means each Obligor and each
      member of any "REPORTING GROUP" as defined in any addendum to this Note;
      "RESERVE PERCENTAGE" means the percentage (expressed as a decimal) which
      Bank determines to be the maximum (but in any case less than 1.00) reserve
      requirement (including, without limitation, any emergency, marginal,
      special, or supplemental reserve requirement) prescribed for domestic
      nonpersonal time deposits (or any other category of liabilities by
      reference to which the interest rate applicable to Long Term Cost of Funds
      Units is determined) under Regulation D (as amended from time to time) of
      the Board of Governors of the Federal Reserve System or under any
      successor regulation which Bank determines to be applicable, with each
      change in such maximum reserve requirement automatically, immediately, and
      without notice changing the interest rate thereafter applicable hereunder,
      it being agreed that Long Term Cost of Funds Units shall be deemed to be
      subject to such reserve requirements without the benefit of any credit for
      proration, exceptions, or offsets; "UNIT" means the aggregate unpaid
      principal balance of this Note or any part of that balance; and the
      foregoing definitions shall be applicable to the respective plurals of the
      foregoing defined terms.

6.    EVENTS OF DEFAULT. It shall be an "EVENT OF DEFAULT" if (a) all or any
      part of the Bank Debt of Borrower shall not be paid in full promptly when
      due (whether by lapse of time, acceleration, or otherwise); (b) any
      representation, warranty, or other statement made by any Person (other

                                      -5-
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      than Bank) in any Related Writing shall be untrue or incomplete in any
      respect when made; (c) any Person (other than Bank) shall repudiate or
      shall fail or omit to perform or observe any agreement contained in this
      Note or in any other Related Writing that is on that Person's part to be
      complied with; (d) Bank shall not receive (in addition to any information
      described in any addendum to this Note) without expense to Bank, (i)
      promptly upon each request of Bank made upon Borrower therefor, (A) such
      information in writing regarding each Reporting Person's financial
      condition, properties, business operations, if any, and pension plans, if
      any, prepared, in the case of financial information, in accordance with
      generally accepted accounting principles consistently applied and
      otherwise in form and detail satisfactory to Bank or (B) written
      permission, in form and substance satisfactory to Bank, from each
      Reporting Person to inspect (or to have inspected by one or more Persons
      selected by Bank) the properties and records of that Reporting Person and
      to make copies and extracts from those records or (ii) prompt written
      notice whenever Borrower (or any director, employee, officer, or agent of
      Borrower) knows or has reason to know that any Event of Default has
      occurred; (e) any judgment shall be entered against any Obligor in any
      judicial or administrative tribunal or before any arbitrator or mediator;
      (f) any Obligor shall fail or omit to comply with any applicable law,
      rule, regulation, or order in any material respect; (g) any proceeds of
      the loan evidenced by this Note shall be used for any purpose that is not
      in the ordinary course of Borrower's business; (h) any property which now
      or hereafter secures any Bank Debt of Borrower shall be or become
      encumbered by any mortgage, security interest, or other lien, except any
      mortgage, security interest, or other lien consented to by Bank; (i) any
      Obligor shall at any time or over any period of time sell, lease, or
      otherwise dispose of all or any part of any property which now or
      hereafter secures any Bank Debt of Borrower, except any such property
      sold, leased, or otherwise disposed of with the consent of Bank; and
      (j) any Obligor shall cease to exist or shall be dissolved, become legally
      incapacitated, or die.

7.    EFFECTS OF DEFAULT. If any Event of Default (other than the commencement
      of any Proceeding with respect to Borrower) shall occur, then, and in each
      such case, notwithstanding any provision or inference to the contrary,
      Bank shall have the right in its discretion, by giving written notice to
      Borrower, to declare this Note to be due, whereupon the entire unpaid
      principal balance of this Note (if not already due) shall immediately
      become due and payable in full. If any Proceeding shall be commenced with
      respect to Borrower, then, notwithstanding any provision or inference to
      the contrary, automatically, without presentment, protest, or notice of
      dishonor, all of which are waived by all makers and all indorsers of this
      Note, now or hereafter existing, the entire unpaid principal balance of
      this Note (if not already due) shall immediately become due and payable in
      full.

8.    LATE CHARGES. If any principal of or interest on this Note is not paid
      within ten (10) days after its due date, then, and in each such case, Bank
      shall have the right to assess a late charge, payable by Borrower on
      demand, in an amount equal to the greater of twenty dollars ($20.00) or
      five percent (5%) of the amount not timely paid.

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9.    NO SETOFF. Borrower hereby waives any and all now existing or hereafter
      arising rights to recoup or offset any obligation of Borrower under or in
      connection with this Note or any Related Writing against any claim or
      right of Borrower against Bank.

10.   INDEMNITY: GOVERNMENTAL COSTS. If (a) there shall be enacted any law
      (including, without limitation, any change in any law or in its
      interpretation or administration and any request by any governmental
      authority) relating to any interest rate or any assessment, reserve, or
      special deposit requirement (except if and to the extent utilized in
      computation of the Reserve Percentage) against assets held by, deposits
      in, or loans by Bank or to any tax (other than any tax on Bank's overall
      net income) and (b) in Bank's sole opinion any such event increases the
      cost of funding or maintaining any Long Term Cost of Funds Unit or reduces
      the amount of any payment to be made to Bank in respect thereof, then, and
      in each such case, upon Bank's demand, Borrower shall pay Bank an amount
      equal to each such cost increase or reduced payment, as the case may be.
      In determining any such amount, Bank may use reasonable averaging and
      attribution methods. Each determination by Bank shall be conclusive absent
      manifest error.

11.   INDEMNITY: ADMINISTRATION AND ENFORCEMENT. Borrower will reimburse Bank,
      on Bank's demand from time to time, for any and all fees, costs, and
      expenses (including, without limitation, the fees and disbursements of
      legal counsel) incurred by Bank in administering this Note or in
      protecting, enforcing, or attempting to protect or enforce its rights
      under this Note. If any amount (other than any principal of this Note and
      any interest and late charges) owing under this Note is not paid when due,
      then, and in each such case, Borrower shall pay, on Bank's demand,
      interest on that amount from the due date thereof until paid in full at a
      fluctuating rate equal to four percent (4%) per annum plus the Prime Rate.

12.   WAIVERS; REMEDIES; APPLICATION OF PAYMENTS. Bank may from time to time in
      its discretion grant waivers and consents in respect of this Note or any
      other Related Writing or assent to amendments thereof, but no such waiver,
      consent, or amendment shall be binding upon Bank unless set forth in a
      writing (which writing shall be narrowly construed) signed by Bank. No
      course of dealing in respect of, nor any omission or delay in the exercise
      of, any right, power, or privilege by Bank 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, as each such right,
      power, or privilege may be exercised either independently or concurrently
      with others and as often and in such order as Bank may deem expedient.
      Without limiting the generality of the foregoing, neither Bank's
      acceptance of one or more late payments or charges nor Bank's acceptance
      of interest on overdue amounts at the respective rates applicable thereto
      shall constitute a waiver of any right of Bank. Each right, power, or
      privilege specified or referred to in this Note is in addition to and not
      in limitation of any other rights, powers, and privileges that Bank may
      otherwise have or acquire by operation of law, by other contract, or
      otherwise. Bank shall be entitled to equitable remedies with respect to
      each breach or anticipatory repudiation of any provision of this Note, and
      Borrower hereby waives any defense which

                                      -7-
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      might be asserted to bar any such equitable remedy. Bank shall have the
      right to apply payments in respect of the indebtedness evidenced by this
      Note with such allocation to the respective parts thereof and the
      respective due dates thereof as Bank in its sole discretion may from time
      to time deem advisable.

13.   OTHER PROVISIONS. The provisions of this Note shall bind Borrower and
      Borrower's successors and assigns and benefit Bank and its successors and
      assigns, including each subsequent holder, if any, of this Note. Except
      for Borrower and Bank and their respective successors and assigns, there
      are no intended beneficiaries of this Note or the loan evidenced by this
      Note. The provisions of sections 9 through 17, both inclusive, shall
      survive the payment in full of the principal of and interest on this Note.
      The captions to the sections and subsections of this Note are inserted for
      convenience only and shall be ignored in interpreting the provisions
      thereof. 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. If any provision in this Note shall be or become illegal or
      unenforceable in any case, then that provision shall be deemed modified in
      that case so as to be legal and enforceable to the maximum extent
      permitted by law while most nearly preserving its original intent, and in
      any case the illegality or unenforceability of that provision shall affect
      neither that provision in any other case nor any other provision. All
      fees, interest, and premiums for any given period shall accrue on the
      first day thereof but not on the last day thereof (unless the last day is
      the first day) and in each case shall be computed on the basis of a
      360-day year and the actual number of days in the period. In no event
      shall interest accrue at a higher rate than the maximum rate, if any,
      permitted by law. Bank shall have the right to furnish to its Affiliates,
      and to such other Persons as Bank shall deem advisable for the conduct of
      its business, information concerning the business, financial condition,
      and property of Borrower, the amount of the Bank Debt of Borrower, and
      the terms, conditions, and other provisions applicable to the respective
      parts thereof. This Note shall be governed by the law (excluding conflict
      of laws rules) of the jurisdiction in which Bank's banking office is
      located.

14.   INTEGRATION. This Note and, to the extent consistent with this Note, the
      other Related Writings, set forth the entire agreement of Borrower and
      Bank as to the subject matter of this Note, and may not be contradicted by
      evidence of any agreement or statement unless made in a writing (which
      writing shall be narrowly construed) signed by Bank contemporaneously with
      or after the execution and delivery of this Note. Without limiting the
      generality of the foregoing, Borrower hereby acknowledges that Bank has
      not based, conditioned, or offered to base or condition the credit hereby
      evidenced or any charges, fees, interest rates, or premiums applicable
      thereto upon Borrower's agreement to obtain any other credit, property, or
      service other than any loan, discount, deposit, or trust service from
      Bank.

15.   NOTICES AND OTHER COMMUNICATIONS. Each notice, demand, or other
      communication shall be deemed to have been given to Borrower whenever

                                      -8-
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      Bank shall have mailed a writing to that effect by certified or registered
      mail to Borrower at Borrower's mailing address (or any other address of
      which Borrower shall have given Bank notice after the execution and
      delivery of this Note) and said writing is received or refused; however,
      no other method of giving actual notice to Borrower is hereby precluded.
      Borrower hereby irrevocably accepts Borrower's appointment as each
      Obligor's agent for the purpose of receiving any notice, demand, or other
      communication to be given by Bank to each such Obligor pursuant to any
      Related Writing. Bank shall be entitled to assume that any knowledge
      possessed by any Obligor other than Borrower is possessed by Borrower.
      Each communication to be given to Bank shall be in writing unless this
      Note expressly permits that communication to be made orally, and in any
      case shall be given to Bank's Capital Banking Division at Bank's banking
      office (or any other address of which Bank shall have given notice to
      Borrower after the execution and delivery this Note). Borrower hereby
      assumes all risk arising out of or in connection with each oral
      communication given by Borrower and each communication given or attempted
      by Borrower in contravention of this section. Bank shall be entitled to
      rely on each communication believed in good faith by Bank to be genuine.

16.   WARRANT OF ATTORNEY. Borrower hereby authorizes any attorney at law at any
      time or times to appear in any state or federal court of record in the
      United States of America after all or any part of the obligations
      evidenced by this Note shall have become due, whether by lapse of time,
      acceleration, or otherwise, and in each case to waive the issuance and
      service of process, to present to the court this Note and any other
      writing (if any) evidencing the obligation or obligations in question, to
      admit the due date thereof and the nonpayment thereof when due, to confess
      judgment against Borrower in favor of Bank for the full amount then
      appearing due, together with interest and costs of suit, and thereupon to
      release all errors and waive all rights of appeal and any stay of
      execution. The foregoing warrant of attorney shall survive any judgment,
      it being understood that should any judgment against Borrower be vacated
      for any reason, Bank may nevertheless utilize the foregoing warrant of
      attorney in thereafter obtaining one or more additional judgments against
      Borrower.

17.   JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. Any action, claim,
      counterclaim, crossclaim, proceeding, or suit, whether at law or in
      equity, whether sounding in tort, contract, or otherwise at any time
      arising under or in connection with this Note or any other Related
      Writing, the administration, enforcement, or negotiation of this Note or
      any other Related Writing, or the performance of any obligation in respect
      of this Note or any other Related Writing (each such action, claim,
      counterclaim, crossclaim, proceeding, or suit, an "ACTION") may be brought
      in any federal or state court located in the city in which Bank's banking
      office is located. Borrower hereby unconditionally submits to the
      jurisdiction of any such court with respect to each such Action and hereby
      waives any objection Borrower may now or hereafter have to the venue of
      any such Action brought in any such court.

                                      -9-
<PAGE>

      Borrower HEREBY, AND EACH HOLDER OF THIS Note, BY TAKING POSSESSION
      THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL IN RESPECT OF ANY
      Action.

                                            Borrower:

                                            SAGI REALTY LTD.

                                            By:  Safe Auto Group, Inc., an
                                                 Ohio Corporation, a Member

                                            /s/ Ari Deshe
                                            ---------------------------------
                                            By: Ari Deshe, President

                                            By: Safe Auto Group Agency,
                                                Inc. an Ohio  Corporation, a
                                                Member

                                            /s/ Ari Deshe
                                            ---------------------------------
                                            By:   Ari Deshe, President

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.

                                      -10-