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                                                                   EXHIBIT 10.14
                                OPEN-END MORTGAGE
                             AND ASSIGNMENT OF RENTS

This Open-End Mortgage is executed and delivered at Columbus, Ohio as of this
first day of April, 1996 by SAGI REALTY LTD., ("GRANTOR"), an Ohio limited
liability company whose mailing address is 995 Goodale Blvd., Columbus, Ohio
43212 to NATIONAL CITY BANK, COLUMBUS ("Bank"), a national banking association
having its banking office at 155 East Broad Street, Columbus, Ohio 43251.

1.    GRANT OF INTEREST. In order to induce Bank to extend or have outstanding
      such credit to or for the account of Grantor as Grantor may from time to
      time request and as Bank in its sole discretion may from time to time be
      willing to extend or have outstanding, and in order to induce Bank to take
      security interests in or purchase such obligations of Borrower as Borrower
      may from time to time request and as Bank in its sole discretion may from
      time to time be willing to take or purchase (each such credit extension if
      any, and each such taking or purchase, if any, to be in such form and upon
      such terms, subject to such conditions, and in accordance with such other
      provisions as Bank in its sole discretion shall deem advisable), and in
      consideration thereof and for other valuable considerations, Grantor
      hereby grants, mortgages, sells, conveys, and warrants to Bank, the
      following real property (the "PREMISES"):

      Situated in the Township of Prairie, Franklin County, Ohio as is more
      particularly described on Exhibit A, which Exhibit is attached to and made
      a part of this Mortgage;

      together with a security interest in all fixtures that are now or
      hereafter related to the Premises or any part thereof, and any and all
      replacements and substitutions therefor and additions and accessions
      thereto, and all Proceeds of all or any part of the property hereinbefore
      described;

      together with all awards, damages, and other compensation of any kind made
      or to be made to any Person or Persons for any taking, either permanent or
      temporary, by eminent domain or other governmental action, of all or any
      part of the Collateral which awards and compensation are hereby assigned
      to Bank; and

      together with all appurtenances to, and all issues, leases, profits,
      rents, rights, and privileges of the Premises,

      subject, however, to all legal highways, restrictions, and easements of
      record, current taxes and assessments not yet due, and the following
      additional encumbrances (IF NONE, ENTER "NONE"):

      None .

2.    OBLIGATIONS SECURED. This Mortgage is given to secure payment of the
      Subject Debt. "SUBJECT DEBT" means, collectively, the principal of,
      interest on, fees, late charges, premiums, and other amounts owing under a
      certain promissory note made by Grantor on April 1, 1996 in the face

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      amount of TWO MILLION AND 00/100 DOLLARS ($2,000,000.00), and payable to
      the order of Bank, and all amendments, modifications, extensions, and
      renewals of any thereof, to the extent that the total loan indebtedness
      secured by this Mortgage, exclusive of the interest thereon, does not at
      any time exceed TWO MILLION AND 00/100 DOLLARS ($2,000,000.00), plus all
      unpaid advances of Bank with respect to the Premises for the payment of
      taxes, assessments, insurance premiums, or costs incurred in the
      protection or operation of the Premises, and all other obligations of
      Grantor under this Mortgage.

3.    DEFINITIONS. As used in this Mortgage, 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" means,
      collectively, all Debt to Bank, whether incurred directly to Bank or
      acquired by it by purchase, pledge, or otherwise, and whether participated
      to or from Bank in whole or in part; "Collateral" means the Premises and
      all other property, whether real, personal, or mixed, tangible or
      intangible, now or hereafter existing, that is subject to the lien of this
      Mortgage or the security interest granted pursuant to this Mortgage;
      "Commitment" means any enforceable obligation, whether created orally or
      in writing, whether arising by contract, estoppel, or otherwise, whether
      conditional or unconditional, on the part of Bank to extend credit to or
      for the account of any Person or Persons; "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 loan, overdraft, guaranty
      of payment, or other contract, or by quasi-contract, tort, statute, other
      operation of law, or otherwise; "Default" means (a) the nonpayment of the
      Subject Debt or any part thereof when due or (b) the occurrence or
      existence of any event, condition, or other thing (other than any event,
      condition, or other thing which would constitute a "Default" pursuant to
      the next preceding clause (a) which gives (or which with the lapse of any
      applicable grace period, the giving of notice, or both would give) Bank
      the right to accelerate or which automatically accelerates the maturity of
      any of the Subject Debt; "Environmental Law" means the Clean Air Act (42
      USC 7401 et seq.), Comprehensive Environmental Response, Compensation, and
      Liability Act (42 USC 9601 et seq.), the Hazardous Material Transportation
      Act (49 USC 1801 et seq.), the Resource Conservation and Recovery Act (42
      USC 5901 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 the regulations promulgated pursuant
      thereto, and any and all similar present or future federal, state, or
      local laws and the regulations promulgated pursuant thereto; "Hazardous
      Material" means any chemical, material, or substance which could be
      detrimental to animal health, human health, vegetation, the environment,
      or the Premises which

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      is, or the disposal, manufacture, Release, storage, or transport of which
      is, or exposure to which is, prohibited, restricted, or otherwise
      regulated under any Environmental Law; "Mortgage" means this Open-End
      Mortgage (including, without limitation, each 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 Grantor and (in addition to Grantor) 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,
      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
      thereunder, it being acknowledged that the Prime Rate is not necessarily
      the lowest rate of interest then available from Bank on fluctuating-rate
      loans; "Proceeds" means whatever is received or receivable upon sale,
      exchange, collection, or other disposition of any property or Proceeds,
      whether directly or indirectly, and includes, without limitation, the
      proceeds of any casualty, liability, or title insurance relating to any
      such property and any goods or other property returned after any such
      sale, exchange, collection, or other disposition; "Related Writing-" means
      this Mortgage 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 Grantor is issued, which evidences or
      secures all or any part of the Bank Debt of Grantor, 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 Grantor; "Release" means any deposit,
      discharge, dispersal, disposal, emission, injection, leaching, leaking,
      migration, transport, or other movement through any medium, whether indoor
      or outdoor, whether ambient air, ground water, surface water, soil, or
      subsurface strata; and the foregoing definitions shall be applicable to
      the respective plurals of the foregoing defined terms.

4.    REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants to Bank as
      follows:

      4.1   EXISTENCE. Grantor is a limited liability company organized and in
            good standing under Ohio law.

      4.2   AUTHORITY. Each Person, if any, executing and delivering this
            Mortgage on behalf of Grantor or any other Person has been duly
            authorized to do so, and this Mortgage is valid and enforceable
            against Grantor in accordance with its terms.

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      4.3   OWNERSHIP. Grantor is lawfully seized in fee simple of all of the
            Collateral absolutely free from any assignment, attachment,
            encumbrance, lease, license, mortgage, security interest, or other
            lien, and free from any other claim, right, or interest of any kind,
            except for any described in section 1 or any in favor of or
            consented to by Bank. Grantor has the lawful right to grant,
            mortgage, sell, and convey the Collateral to Bank pursuant to this
            Mortgage. No assignment, financing statement, or other writing
            (except any evidencing any lien or interest expressly permitted by
            this Mortgage) describing the Collateral or any part thereof is on
            file in any public office.

      4.4   COMPLIANCE WITH LAW. Grantor and all other Persons, if any,
            occupying, operating, or using the Premises or any part thereof have
            at all times been and continue to be in compliance with all
            requirements imposed by law, whether federal, state, or local,
            whether statutory, regulatory, or other, including, without
            limitation; (a) all Environmental Laws; (b) all approvals,
            certifications, licenses, permits, and other authorizations required
            by any Environmental Law for the conduct of any activity upon or
            within the Premises; and (c) all zoning ordinances applicable to the
            occupancy, operation, and use of the Premises or any part thereof.
            Without limiting the generality of the foregoing,

            (i)   no condition exists at, on, or under the Premises which would
                  give rise to any liability under any Environmental Law and

            (ii)  Grantor is not on notice that the Premises or any part thereof
                  has been placed on any registry of sites containing Hazardous
                  Materials or that there has occurred any violation at, on, or
                  under the Premises or any part thereof of (A) any
                  Environmental Law, (B) any approval, certification, license,
                  permit, or other authorization required by any Environmental
                  Law for the conduct of any activity upon or within the
                  Premises, or (C) any zoning ordinance.

5.    FURTHER ASSURANCE. Grantor, at Grantor's expense, will make and do all
      such acts and things (including, without limitation, the delivery to Bank
      of any chattel paper, document, instrument, or other writing of any kind
      the possession of which perfects a security interest therein) as Bank may
      from time to time require for the better evidencing, perfection,
      protection, or validation of, or realization of the benefits of, this
      Mortgage or the security interest granted pursuant to this Mortgage.
      Without limiting the generality of the foregoing, Grantor will, at
      Grantor's expense, upon each request of Bank, (a) warrant and defend the
      Collateral to Bank and its successors and assigns and the claims and
      demand of all Persons whatever, (b) sign and file or permit Bank to file
      such financing statements, mortgages, and other writings as Bank may from
      time to time require and in such public offices as Bank may from time to
      time require; (c) comply with every other requirement deemed necessary by
      Bank for the perfection of the lien of this Mortgage

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      or the security interest granted pursuant to this Mortgage; and (d)
      execute and deliver such affidavits, assignments, financing statements,
      indorsements of specific items of Collateral, mortgages, powers of
      attorney, security agreements, and other writings as Bank may from time to
      time require, each in such form and substance satisfactory to Bank.
      Without diminishing or impairing any obligation of Grantor under this
      Mortgage, a carbon, photographic, or other reproduction of this Mortgage
      shall be sufficient as a financing statement.

6.    NOTICE. Grantor will give Bank

      (a)   not less than seven (7) days' prior written notice of any change in
            circumstances which affects or may affect the continuing efficacy of
            this Mortgage as the first priority lien (subject to any described
            in section 1 or any in favor of or consented to by Bank) on the
            Collateral or any part thereof,

      (b)   immediate written notice if any Person other than Grantor or Bank
            claims any lien or other right or interest of any kind (except for
            any described in section 1 or any in favor of or expressly consented
            to by Bank) in any of the Collateral,

      (c)   immediate notice whenever any legal proceeding relating to the
            Premises shall have been commenced before any judicial or
            administrative tribunal, arbitrator, or mediator, or whenever any
            such proceeding shall have been threatened, or

      (d)   immediate written notice whenever Grantor learns or has reason to
            believe that the Premises or any part thereof has been placed on any
            registry of Hazardous Material disposal sites or that there has
            occurred any violation at, on, or under the Premises or any part
            thereof of any Environmental Law or of any approval, certification,
            license, permit, or other authorization required by any
            Environmental Law for the conduct of any activity upon or within the
            Premises, or any violation of any zoning ordinance upon or within
            the Premises.

7.    RECORDS. Grantor will at all times keep accurate and complete records of
      the Collateral. Bank (or one or more Persons selected by Bank) shall have
      the right at all reasonable times to examine, inspect, and make extracts
      from Grantor's books and records and to examine, appraise, and protect the
      Collateral. Without limiting the generality of the foregoing Bank (or one
      or more Persons selected by Bank) shall have the right, at any time and
      from time to time, to enter upon the Premises and conduct such appraisals,
      audits, examinations, inspections, site assessments, and tests as Bank
      shall deem advisable in order to comply with applicable law or to
      determine whether Grantor is in compliance with sections 10 and 12 of this
      Mortgage. Bank shall have no obligation whatever to conduct any such
      appraisals, audits, examinations, inspections, site assessments, or tests
      or disclose the results thereof, or having done so any one or more times,
      to thereafter continuing doing so. Grantor 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

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      Bank in connection with any such appraisal, audit, examination,
      inspection, site assessment, or test. If any amount owing under this
      Mortgage is not paid when due, then, and in each such case, Grantor 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.

8.  ADDITIONAL COLLATERAL.

      8.1   DISPOSITIONS AND ENCUMBRANCES. Grantor will not, without in each
            case obtaining Bank's consent,

            (a)   sell or otherwise dispose of any Collateral or any interest
                  therein or

            (b)   suffer or permit any Collateral (i) to be or become subject to
                  any assignment, attachment, encumbrance, lease, license,
                  mortgage, security interest, or other lien, and free from any
                  other claim, right, or interest of any kind, except for any
                  described in section l or any in favor of or consented to by
                  Bank or (ii) to be described in any mortgage, financing
                  statement, or other- writing, except any evidencing any lien
                  or interest expressly permitted by this Mortgage.

      8.2   ASSIGNMENT OF RENTS. As additional security thereunder, Borrower
            hereby assigns to Lender all rents of the Property, provided that
            Borrower shall, prior to acceleration under the provisions hereof or
            abandonment of the Property and unless otherwise agreed to in
            writing by Borrower and Lender, have the right to collect and retain
            such rents as they may become due and payable.

9.    MOVEMENT AND DETACHMENT FROM REAL PROPERTY. Grantor will not suffer or
      permit any improvements or fixtures now or hereafter subject to the lien
      of this Mortgage to be moved or detached from the Premises if such
      movement or detachment diminishes the value of the Premises.

10.   MAINTENANCE OF GOODS, TAXES, AND PRESERVATION COSTS. Grantor will maintain
      all improvements and fixtures now or hereafter subject to the lien of this
      Mortgage in good condition. Grantor will pay promptly all assessments,
      levies, taxes, and other charges now owing or hereafter arising in
      connection with this Mortgage and the Collateral, and will pay all repair,
      maintenance, and preservation costs in respect thereof. If Grantor does
      not do so, then, and in each such case, Bank shall have the right, at its
      option, to pay the same, and Grantor will, on Bank's demand, reimburse
      Bank for all amounts Bank so pays. Grantor will seek such reductions in
      the assessments, levies, taxes, and other charges on the Collateral or
      such thereof as Bank shall from time to time request, and prosecute in
      good faith all complaints and appeals in connection therewith, all without
      expense to Bank. Grantor will, upon each request of Bank, furnish Bank
      with such advances, assurances (including, without limitation, a surety
      bond from a surety satisfactory to Bank), and deposits, in each case on
      terms satisfactory to Bank, in order to ensure that Grantor will perform
      Grantor's obligations under this section 10.

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11.   INSURANCE. Grantor will at all times keep all improvements and fixtures
      now or hereafter existing upon or within the Premises insured under
      so-called "causes of loss-special form" policies of insurance issued by
      such companies and in such amounts (but in no case, except in the case of
      flood insurance, less than the full replacement value thereof or the
      amount necessary to prevent the operation of any applicable coinsurance
      provision, whichever amount shall be greater), as shall be acceptable to
      Bank. Grantor will at all times maintain flood insurance as required by
      the Flood Disaster Protection Act of 1973, as amended from time to time,
      and the regulations promulgated thereunder, and will at all times maintain
      any additional flood insurance required by Bank. Grantor will at all times
      maintain so-called "commercial general liability" insurance with such
      insurers and in such amounts as shall be acceptable to Bank. Any
      determination by Bank regarding the acceptability of the issuer or the
      amount of any insurance policy shall be deemed to have been made without
      any representation or warranty of any kind, Grantor hereby assuming the
      burden of ensuring that each such issuer and each such amount is adequate
      for the protection of Grantor and all other Persons.

      11.1  POLICIES. Grantor will cause each policy of insurance covering any
            improvements or fixtures existing upon or within the Premises to (a)
            require the insurer to give Bank written notice not less than thirty
            (30) days prior to any cancellation, expiration, modification, or
            non-renewal of the policy, (b) have attached thereto (i) a standard
            mortgagee's or lender's loss payable endorsement in favor of Bank,
            entitling Bank to collect any and all proceeds payable under the
            policy and providing in effect that the rights and interests of Bank
            thereunder are independent of, and shall not be diminished or
            impaired by, any action, inaction, or breach of condition on the
            part of Grantor and (ii) a waiver of subrogation endorsement, and
            (c) be otherwise in form and substance satisfactory to Bank. Grantor
            will seasonably pay all premiums for the foregoing policies of
            insurance and will cause the issuer of each such policy to deliver
            an original counterpart thereof directly to Bank.

      11.2  ASSIGNMENT. Grantor hereby assigns to Bank any returned or unearned
            premium due upon cancellation of any such insurance and directs
            insurer to pay to Bank all amounts so due, but only to the extent of
            the outstanding balance then due and payable on this Note, provided
            that, in the event of a casualty loss and if Grantor is not
            otherwise in Default, any such proceeds shall be deposited in an
            escrow account with Bank to be utilized for the rebuilding of the
            improvements to the extent rebuilding is feasible, and if rebuilding
            is determined by the parties not to be feasible, then such proceeds
            shall be applied by Bank to any outstanding balance then due and
            owing on the Note. All or any portion of amounts received by Bank in
            payment of insurance losses or returned or unearned premiums may, at
            Bank's option, be applied to the Subject Debt (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)
            or to the repair, replacement, or restoration of the improvements or
            fixtures insured.

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      11.3  ADJUSTMENTS. Grantor, in the event of loss, but only if Grantor is
            in Default, hereby irrevocably appoints Bank as Grantor's
            attorney-in-fact to adjust all insurance losses, to sign all
            applications, receipts, releases, and other writings necessary to
            collect any such loss and any returned or unearned premiums, to
            execute proofs of loss, to make settlements, to indorse and collect
            any check or other item payable to Grantor issued in connection
            therewith, and to apply the same to payment of the Subject Debt as
            hereinbefore provided.

      11.4  INSURANCE COLLATERAL ACCOUNT. If Grantor does not maintain insurance
            pursuant to this section, then, and in each such case, Bank shall
            have the right to obtain such insurance or obtain insurance covering
            only Bank's interest; and, if Bank elects to do either, Grantor
            will, on Bank's demand, reimburse Bank for all amounts Bank expends
            in doing so. Bank shall have the right to require Grantor, at any
            time and from time to time, to maintain with Bank, in a non-interest
            bearing account (the "Insurance Collateral Account") over which Bank
            shall have sole dominion and control and from which only Bank may
            withdraw funds, a deposit balance in an amount equal to one hundred
            ten percent (110%) of one/twelfth (l/12th) of the aggregate annual
            premiums under all policies, of insurance required under this
            Mortgage. Each deposit to the Insurance Collateral Account shall be
            subject to Bank's general rules and regulations except to the
            extent, if any, inconsistent with this Mortgage. Bank shall have the
            right (but no obligation) withdraw funds from the Insurance
            Collateral Account at any time and from time to time and to use the
            same to obtain insurance as hereinbefore provided, or, after the
            occurrence of any Default, for application to any Subject Debt. Bank
            in its discretion may from time to time release to Grantor (or to
            Grantor's order) all or any of the funds then held in the Insurance
            Collateral Account, but no such release or releases shall commit
            Bank thereafter to make any further or other such releases. Grantor
            hereby grants Bank a security interest in the Insurance Collateral
            Account to secure all obligations secured by the lien of this
            Mortgage. If at any time the balance in the Insurance Collateral
            Account shall be less than the required amount, whether as a result
            of any withdrawal by Bank or otherwise, then, and in each such case,
            Grantor will, forthwith on Bank's request, deposit such additional
            amounts as are necessary to restore that balance to the required
            amount.

12.   COMPLIANCE WITH LAW. Grantor will, and cause all other Persons, if any,
      operating or in possession of the Premises to, comply at all times and in
      all respects with all laws (whether federal, state, or local and whether
      statutory, administrative, judicial, or other) and with every lawful
      governmental order (whether administrative or judicial) pertaining to the
      occupancy, operation, and use of the Premises and, without limiting the
      generality of the foregoing, will, and will cause each such Person to,

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      (a)   occupy, operate, and use the Premises in compliance with all
            Environmental Laws and handle all Hazardous Materials in compliance
            therewith,

      (b)   comply with and keep in full effect each approval, certification,
            license, permit, or other authorization required by any
            Environmental Law for the conduct of any activity upon or within the
            Premises, and

      (c)   occupy, operate, and use the Premises in compliance with all zoning
            ordinances.

13.   POWER OF ATTORNEY. Grantor hereby irrevocably constitutes and appoints
      Bank, through its employees and agents, with full power of substitution,
      as Grantor's true and lawful attorney-in-fact, with full irrevocable power
      and authority in the place of Grantor and in the name of Grantor or in
      Bank's own name, for the purpose of carrying out the terms of this
      Mortgage, to perform, at any time and from time to time, each agreement
      contained in this Mortgage that is on Grantor's part to be complied with,
      and to take any and all actions and to execute and deliver any and all
      writings which may be necessary or desirable to give Bank the full benefit
      of this Mortgage, in each case as Bank may from time to time deem
      advisable, Grantor hereby agreeing that Bank shall owe no duty whatever to
      Grantor to perform any such agreement, to take any such action, or to
      execute or deliver any such writing or, having done so any one or more
      times, to thereafter continue doing so. Without limiting the generality of
      the foregoing, Grantor hereby irrevocably authorizes Bank, at any time and
      from time to time, to (a) fill in any blank space contained in this
      Mortgage or any other Related Writing, (b) to correct patent errors, to
      complete and correct the description of the Collateral, and to complete
      the date herein or therein, (c) to sign on Grantor's behalf and file, at
      Grantor's expense and without Grantor's signature, such affidavits,
      assignments, financing statements, indorsements of specific items of
      Collateral, mortgages, powers of attorney, security agreements, and other
      writings as Bank may from time to time deem advisable for the better
      evidencing, perfection, protection, or validation of, or realization of
      the benefits of, this Mortgage or the security interest granted pursuant
      to this Mortgage, and (d) to seek such reductions in the assessments,
      levies, taxes, and other charges on the Collateral or such thereof as Bank
      shall from time to time deem advisable, and to prosecute all complaints
      and appeals in connection therewith.

14.   UNCONDITIONAL AND CONTINUING INTEREST. Grantor's obligations under this
      Mortgage and granting of the mortgage lien and security interest to Bank
      pursuant to this Mortgage are unconditional and effective immediately, and
      (except for obligations surviving indefinitely pursuant to section 22)
      those obligations and the lien and security interest so granted shall
      continue in full effect until the Subject Debt shall have been paid in
      full, regardless of the lapse of time, regardless of the fact that there
      may be a time or times when no Subject Debt is outstanding, regardless of
      any act, omission, or course of dealing whatever on Bank's part, and
      regardless of any other event, condition, or other thing.

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15.   PAYMENT IN FULL; DEFEASANCE. Payment in full of the Subject Debt shall be
      deemed not to have occurred unless and until (a) Grantor shall have
      limited the indebtedness secured by this Mortgage to zero by the giving
      and recording of notice under applicable law, (b) all Commitments made to
      Borrower prior to the limitation of the indebtedness secured by this
      Mortgage shall have ceased to exist, and (c) all of the Subject Debt shall
      have been paid to Bank in collected funds that are not subject to recovery
      by any trustee in bankruptcy or any other Person. Upon payment in full of
      the Subject Debt, this Mortgage (except for obligations surviving
      indefinitely pursuant to section 22) shall be void.

16.   BANK'S DUTIES LIMITED. Bank shall have no duty as to the collection or
      protection of Collateral or any income therefrom, nor as to the
      preservation of rights against other Persons, beyond the safe custody of
      any Collateral in Bank's possession. Bank shall have no liability for its
      delivery of any property to any Person or Persons who Bank determines in
      good faith to be entitled to the same.

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

18.   NO HOMESTEAD, EXEMPTION, VALUATION, OR APPRAISAL RIGHTS; NO DOWER. Grantor
      waives any homestead or exemption rights as against the obligations
      secured by this Mortgage, and waives any and all rights Grantor may now or
      hereafter have to insist upon any valuation or appraisal of the Collateral
      or any part thereof. The undersigned spouse, if any, hereby releases and
      forever quit-claims to Bank all right, title, and expectancy of dower in
      the Collateral. If Grantor is more than one Person, then, at Bank's
      discretion, those Persons, or either of them, may be deemed to be jointly
      and severally liable for the payment and performance of Grantor's
      obligations under this Mortgage.

19.   INDEMNITY: ADMINISTRATION, ENFORCEMENT, AND TERMINATION; INTEREST. Grantor
      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
      Mortgage and in enforcing, exercising, or protecting its rights under this
      Mortgage or under applicable law, or in attempting to do any of the
      foregoing. Grantor agrees that if and when Bank's security interest shall
      have terminated in accordance with the provisions of this Mortgage,
      Grantor will, on Bank's demand from time to time, reimburse Bank for all
      costs and expenses (including, without limitation, fees and disbursements
      of legal counsel) incurred by Bank in releasing or terminating each
      assignment, financing statement, mortgage, or other writing signed
      pursuant to this Mortgage. If any amount owing under this Mortgage is not
      paid when due, then, and in each such case, Grantor 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. Grantor will, upon each request of Bank, furnish Bank with
      such advances, assurances (including, without limitation, a surety bond
      from a surety satisfactory to Bank)

                                      -10-
<PAGE>

      and deposits, in each case on terms satisfactory to Bank, in order to
      ensure that Grantor will perform Grantor's obligations under this section
      19 .

20.   INDEMNITY: COMPLIANCE WITH LAW. Grantor will indemnify Bank, its
      shareholders, directors, officers, employees, agents, and independent
      contractors and their respective successors and assigns, from and against
      any and all liabilities and any and all fees, costs, and expenses
      (including, without limitation, the fees and disbursements of legal
      counsel) arising out of or in connection with any breach of any
      representation or warranty contained in subsection 4.4, or any failure to
      perform or observe any agreement contained in section 12, or the existence
      of any Hazardous Material upon or within, or the Release of any Hazardous
      Material from, upon, or within, the Premises or any part thereof and, in
      connection therewith, (a) the release of any lien upon all or any part of
      the Premises, (b) any clean-up or other remediation under any
      Environmental Law or otherwise, (c) any claim of any Person, (d) any
      action or inaction by Grantor or any other Person occupying, operating, or
      using the Premises or any part thereof, or by any of their respective
      shareholders, directors, officers, employees, agents, or contractors, (e)
      any loss of value in the Collateral, and (f) any failure of or defect in
      title to the Collateral or any part thereof. Grantor will, upon each
      request of Bank, furnish Bank with such advances, assurances (including,
      without limitation, a surety bond from a surety satisfactory to Bank), and
      deposits, in each case on terms satisfactory to Bank, in order to ensure
      that Grantor will perform Grantor's obligations under this section 20.

21.   WAIVERS; REMEDIES; APPLICATION OF PAYMENTS. Bank may from time to time in
      its discretion grant waivers and consents in respect of this Mortgage 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.
      Each right, power, or privilege specified or referred to in this Mortgage
      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 Mortgage, and Grantor hereby waives any defense which might be
      asserted to bar any such equitable remedy. Without limiting the generality
      of the foregoing, Bank, in any action to enforce any right arising under
      or in connection with this Mortgage, shall be entitled to the appointment,
      without notice to Grantor and regardless of whether Bank has an adequate
      remedy at law, of a receiver of the Collateral or such thereof as Bank
      shall deem advisable, with power to manage and operate that Collateral
      during the pendency of that action and until the consummation of any sale
      or other disposition of that Collateral, and with power to do such other
      acts and

                                      -11-
<PAGE>

      things to enable Bank to realize the benefits of this Mortgage. Bank shall
      have the right to apply all cash Proceeds of any Collateral to the Subject
      Debt 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.

22.   OTHER PROVISIONS. The provisions of this Mortgage shall bind Grantor and
      Grantor's executors, heirs, successors, and assigns and benefit Bank and
      its successors and assigns. Except for Grantor and Bank and their
      respective successors and assigns, there are no intended beneficiaries of
      this Mortgage, provided, that Bank shall have the right, in its
      discretion, to designate, at any time and from time to time, one or more
      of Bank's shareholders, directors, officers, employees, agents, and
      independent contractors and their respective successors and assigns as
      intended beneficiaries of section 20 . Each representation or warranty
      made in or pursuant to this Mortgage shall survive the execution and
      delivery of this Mortgage and each other Related Writing. The provisions
      of sections 16 through 25, both inclusive, shall survive the payment in
      full of the Subject Debt, the release of this Mortgage and the termination
      of the security interest granted pursuant to this Mortgage. The several
      captions to different sections and subsections of this Mortgage 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 Mortgage 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. Interest 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 Grantor, the amount of the Bank Debt of Grantor, and the
      terms, conditions, and other provisions applicable to the respective parts
      thereof. This Mortgage shall be governed by the law (excluding conflict of
      laws rules) of the jurisdiction in which Bank's banking office is located.

23.   INTEGRATION. This Mortgage and, to the extent consistent with this
      Mortgage, the other Related Writings, set forth the entire agreement of
      Grantor and Bank as to its subject matter, 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 Mortgage.

                                      -12-
<PAGE>

24.   NOTICES AND OTHER COMMUNICATIONS. Each notice, demand, or other
      communication shall be deemed to have been given to Borrower whenever 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 Grantor is hereby precluded. Each
      communication to be given to Bank shall be in writing and 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 Grantor after the
      execution and delivery this Agreement). Grantor hereby assumes all risk
      arising out of or in connection with each such communication given by
      Grantor to Bank 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.

25.   JURISDICTION AND VENUS; 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 Mortgage or any other Related
      Writing, the administration, enforcement, or negotiation of this Mortgage
      or any other Related Writing, or the performance of any obligation in
      respect of this Mortgage 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. Grantor hereby unconditionally submits to the
      jurisdiction of any such court with respect to each such Action and hereby
      waives any objection Grantor may now or hereafter have to the venue of any
      such Action brought in any such court. Grantor HEREBY, AND EACH HOLDER OF
      THE Subject Debt OR ANY PART THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES
      JURY TRIAL IN RESPECT OF ANY Action.

Signed and Acknowledged
in the Presence of:                           GRANTOR:

/s/ BRIAN T. STRAYTON                       SAGI REALTY LTD.
--------------------------------
witness as to all signatures

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

BRIANT T. STRAYTON
--------------------------------
witness name printed
                                            By: /s/ Ari Deshe
                                                --------------------------------
                                                Ari Deshe, President

/s/ WILLIAM W. SPENCER
--------------------------------
witness as to all signatures

                                            By: Safe Auto Group Agency,
                                                Inc., an Ohio Corporation,
WILLIAM W. SPENCER                              a Member
--------------------------------
witness name printed

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

                                      -13-
<PAGE>

STATE OF OHIO
COUNTY OF FRANKUN, SS:

BEFORE ME, a Notary Public in and for said County and State, personally appeared
Ari Deshe, in his capacity as President of Safe Auto Group, Inc., in its
capacity as a Member of, SAGI Realty Ltd., who acknowledged that he did sign the
foregoing for and on behalf of that entity, with all necessary power and
authority to do so, and that the same is the free act and deed of that entity
and is the free act and deed of each such individual personally and in the
capacity hereinbefore set forth.

IN TESTIMONY, I set my hand and official seal this 1st day of APRIL,
1996.

                                          /s/ WILLIAM W. SPENCER
                                          -----------------------
                                          Notary Public

                                        [STAMP]    WILLIAM W. SPENCER
                                                   ATTORNEY AT LAW
                                             NOTARY PUBLIC, STATE OF OHIO
                                         My commission has no expiration date.
                                                  Section 147.03 R.C

STATE OF OHIO
COUNTY OF FRANKUN, SS:

BEFORE ME, a Notary Public in and for said County and State, personally appeared
Ari Deshe, in his capacity as President of Safe Auto Group Agency, Inc., in its
capacity as a Member of, SAGI Realty Ltd., who acknowledged that he did sign the
foregoing for and on behalf of that entity, with all necessary power and
authority to do so, and that the same is the free act and deed of that entity
and is the free act and deed of each such individual personally and in the
capacity hereinbefore set forth.

IN TESTIMONY, I set my hand and official seal this 1st day of APRIL,
1996.

                                          /s/ WILLIAM W. SPENCER
                                          -----------------------
                                          Notary Public

                                        [STAMP]    WILLIAM W. SPENCER
                                                   ATTORNEY AT LAW
                                             NOTARY PUBLIC, STATE OF OHIO
                                         My commission has no expiration date.
                                                  Section 147.03 R.C

 This Mortgage was prepared by:

 National City Bank, Columbus
 Law Department
 155 East Broad Street
 Columbus, Ohio  43251

                                      -14-
<PAGE>

                                   EXHIBIT A

[MYERSSURVEYING LOGO]

2740 East Main Street
Bexley, Ohio 43209-2577
(614) 235-8677
Telefax 235-4559

                                                               February 12, 1996

                                  2.783 ACRES

            Situated in the State of Ohio, County of Franklin, City of
      Whitehall, being all the tracts conveyed to Board of Education, Whitehall
      City School District of record in Deed Book 2944, Page 482, Deed Book
      2877, Page 541 and Deed Book 3024, Page 580 and part of the tracts
      conveyed to said Board in Deed Book 575, Page 330 and Deed Book 707, Page
      289, (Recorder's Office, Franklin County, Ohio), also being all of Lot 247
      and part of Lots 203, 16, 17, 18, 19, and 20 of Lowrie Brothers East Broad
      Street Acre Allotment the same as numbered and delineated in Plat Book 8,
      Page 18-A of record in said Recorder's Office, and being more particularly
      described as follows:

            Beginning at an Iron pin found at the southeast corner of said Lot
      247 and in the west line of Robinwood Avenue (60 feet wide);

            thence, along the south line of said Lot 247 ( the north line of Lot
      248) and part of the south line of Lot 203 ( part of the north line of Lot
      204) North 85 degrees 56 minutes 30 seconds West, 552.10 feet to an iron
      pin found in the south line of said Lot 203 (passing an iron pin found at
      the southwest corner of said Lot 247 at 405.6 feet and an iron pin found
      at the southeast corner of the tract conveyed in said Deed Book 3024, Page
      580 at 448.10 feet)

            thence, across said Lot 203, North 23 degrees 15 minutes 30 seconds
      West, 113.14 feet to an iron pin found in the north line of said Lot 203
      (the south line of Lot 15), also being the northwest corner of the tract
      conveyed in said Deed Book 3024, Page 580;

            thence, along part of north line of said Lot 203 (part of the south
      line of Lot 15), S 85 degrees 56 minutes 30 seconds East, 96.92 feet to an
      iron pin found at the southwest corner of said Lot 16 (southeast corner of
      said Lot 15 and passing the northeast corner of the tract conveyed in said
      Deed Book 3024, Page 580 at 1.5 feet);

            thence, along part of the west line of said Lot 16 (part of the east
      line of said Lot 15), North 04 degrees 03 minutes 00 seconds East, 110.17
      feet to an iron pin set; continued...

<PAGE>

                                    EXHIBIT A

                                     Page 2
                                  2.783 ACRES

            thence, across said Lots 16, 17, and 18, North 82 degrees 32 minutes
      31 seconds East, 310.58 feet to an iron pin set in the east line of said
      Lot 18 (west line of Lot 9);

            thence, along part of the east line said Lot 18 (part of the west
      line of said Lot 19); South 04 degrees 03 minutes 00 seconds West, 72.68
      feet to an iron pin found;

            thence, across said Lots 19 and 20, South 85 degrees 56 minutes 30
      seconds East, 202.80 feet to an iron pin found in the east line of said
      Lot 20 and the west line of said Robinwood Avenue;

            thence, along part of the east line of said Lot 20, the east line of
      said Lot 247, and the west line of said Robinwood Avenue, South 04 degrees
      03 minutes 00 seconds West, 200.00 feet to the place of beginning
      CONTAINING 2.783 ACRES. Subject, however, to all legal highways, leases,
      and easements of record and of records in the respective utility
      offices.

            The foregoing description was prepared from actual field
      measurements in May 1995 by Myers Surveying Company, Inc.. Iron pins set
      are 30" X 1" O.D. with an orange plastic cap inscribed "P.S. 6579", unless
      otherwise noted. Basis of bearings is the south line of Lot 203 Lowrie
      Bros. East Broad Street Acre Allotment as North 85 degrees 56 minutes 30
      seconds West as shown in Deed Book 2944, Page 482.

            MYERS SURVEYING COMPANY, INC.

            /s/ Joseph P. Myers

            Joseph P. Myers, P.S. 7361                    [STAMP]
            JPM/adm (20040695)

<PAGE>

                                   EXHIBIT A
[MYERSSURVEYING LOGO]

2740 East Main Street
Bexley, Ohio 43209-2577
(614) 235-8677
Telefax 235-4559

                                                               February 12, 1996

                                  2.096 ACRES

            Situated in the state of Ohio, County of Franklin, City of
      Whitehall, being part of the tracts conveyed to Board of Education,
      Whitehall city School District of record in Deed Book 575, Page 330 and
      Deed Book 707, Page 289, (Recorder's Office Franklin County, Ohio), also
      being part of Lots 16, 17, and 18 of Lowrie Brothers East Broad Street
      Acre Allotment the same as numbered and delineated in Plat Book 8, page
      18-A of record in said Recorder's Office, and being more particularly
      described as follows:

            Commencing at the northeast corner of Lot 20 of said Lowrie Bros.
      East Broad Street Acre Allotment said point also being the intersection of
      the south line of East Broad Street (66 feet wide) and the west line of
      Robinwood Avenue (60 feet wide);

            thence, along the south line of said East Broad Street, the north
      lines of Lots 20 and 19 of said Lowrie Bros, East Broad Street Acre
      Allotment, South 82 degrees 32 minutes 31 seconds West, 207.03 feet to a
      solid iron pin found at the northeast corner of said Lot 18 (northwest
      corner of said Lot 19) and THE TRUE POINT OF BEGINNING, of the herein
      described parcel;

            thence, along part of the east line of said Lot 18 (part of the west
      line of said Lot 19), South 04 degrees 03 minutes 00 seconds West, 300.00
      feet to an iron pin set;

            thence, across said Lots 18, 17 and 16, South 82 degrees 32 minutes
      31 Seconds West, 310.58 feet to an iron pin set in the west line of said
      Lot 16 (east line of Lot 15);

            thence, along part of the west line of said Lot 16 (part of the east
      line of Lot 15), North 04 degrees 03 minutes 00 seconds East, 300.00 feet
      to a point in a utility pole at the northwest corner of said Lot 16
      (northeast corner of Lot 15) and in the south line of said East Broad
      Street (passing an iron pin found at 79.63 feet and an iron pin set at
      299.00 feet);

                                                         continued ....
<PAGE>

                                    EXHIBIT A

                                      PAGE

                                  2.096 ACRES

            thence, along the north lines of said Lots 16, 17, and 18, and the
      south line of East Broad Street, North 82 degrees 32 minutes 31 seconds
      East, 310.58 feet to the place of beginning CONTAINING 2.096 ACRES
      (passing an iron pin set at 1.0 foot). Subject, however, to all legal
      highways, leases, and easements of record, and of records in the
      respective utility offices.

            The foregoing description was prepared from actual field
      measurements in May 1995 by Myers Surveying Company, Inc.. Iron pins set
      are 30" X 1" O.D. with an orange plastic cap inscribed "P.S. 6579", unless
      otherwise noted. Basis of bearings is the south line of Lot 203 Lowrie
      Bros. East Broad Street Acre Allotment as North 85 degrees 56 minutes 30
      seconds West as shown in Deed Book 2944, page 482.

            MYERS SURVEYING COMPANY, INC.

            /s/ Joseph P. Myers

            Joseph P. Myers, P.S. 7361                   [STAMP]
            JPM/adm (20040695)