<PAGE>
                                                                    EXHIBIT 10.3

                                     SECURED
                         NON-NEGOTIABLE PROMISSORY NOTE
                                   [Term Note]

$1,000,000.00                                                St. Louis, Missouri
                                                                October 31, 1997

         FOR VALUE RECEIVED the undersigned, WEISS AND NEUMAN SHOE CO., a
Missouri corporation ("Maker"), promises to pay to SANFORD W. WEISS, as agent
for those individuals set forth on Schedule 1 hereto ("Lender"), at 11541 Conway
Road, St. Louis, Missouri 63131, the principal sum of One Million Dollars
($1,000,000.00) together with interest from the date hereof on the unpaid
principal balance. The principal sum of this Note plus accrued interest on the
unpaid principal balance, shall be paid in forty (40) installments commencing on
April 1, 1998, and continuing each calendar quarter thereafter in accordance
with the payment schedule set forth on Schedule 2 hereto.

         At the option of Maker, all, but not less than all, of the principal
sum and accrued interest due on this Note may be prepaid without premium or
penalty (the "Prepayment"). The Prepayment amount shall be an amount equal to
the present value of the annual payments of principal and interest which remain
unpaid as of the date of the Prepayment, discounted at an 8% annual rate of
interest. At the option of Maker, a portion of the principal sum and accrued
interest due on this Note may be prepaid without premium or penalty. In the
event of such a partial prepayment, the payment schedule set forth on Schedule 2
hereto shall be recalculated to account for such prepayment.

         In order to secure Maker's obligations under this Note, Maker has (i)
caused Southwest Bank of St. Louis to issue Letter of Credit No. 9156 (a copy of
which is attached hereto as Schedule 3), in the amount of Five Hundred Thousand
Dollars ($500,000.00) designating Lender as the beneficiary thereunder (the
"Letter of Credit"), (ii) executed and delivered to Lender a Security Agreement
dated as of the date hereof, substantially in the form of Schedule 4 hereto (the
"Security Agreement"), and (iii) caused Peter A. Edison ("PAE") to execute and
deliver to Lender a Personal Guaranty dated as of the date hereof, substantially
in the form of Schedule 5 hereto (the "Personal Guaranty"). Lender agrees that
if the outstanding principal amount of this Note, less any Offset Amount (as
defined herein) is less than Five Hundred Thousand Dollars ($500,000.00), then
the amount of the Letter of Credit may be reduced on a dollar for dollar basis
in the amount of such deficit.

         The occurrence of one or more of the following shall be considered an
"Event of Default" under this Note:

         (a)      Maker's failure to pay any amount payable hereunder when due,
                  and such default is not cured within 10 business days after
                  Maker has received written notice of such default from Lender;
                  and

         (b)      The failure of Maker to provide Lender with evidence that a
                  replacement to the Letter of Credit is effective at least 30
                  days prior to the expiration of the Letter of Credit.


<PAGE>


         If an Event of Default has occurred and is continuing all amounts due
hereunder shall be immediately due and payable, and Lender shall be entitled to
(i) submit to Southwest Bank of St. Louis a Draw Certificate substantially in
the form of Schedule 6 hereto requesting a draw on the Letter of Credit in
amounts not to exceed that which is due and payable under this Note, (ii)
enforce its rights in accordance with the terms and conditions of the Security
Agreement, and (iii) enforce its rights in accordance with the terms and
conditions of the Personal Guaranty.

         If an Event of Default has occurred and is continuing, and if this Note
is turned over to attorneys for collection, (i) Maker agrees to pay all
reasonable costs of collection, including reasonable attorneys' fees and court
costs, and (ii) the unpaid balance hereof shall bear interest at a rate which is
the lesser of (x) 12% per annum or (y) the maximum rate allowable by law, until
paid in full.

         Notwithstanding anything set forth herein to the contrary, at anytime
during the first five years Maker's obligations under this Note are outstanding,
Maker shall have the option to forego making the four regularly scheduled
payments of principal and interest during any calendar year during such time
period (the "Front 9 Mulligan"). The payments of principal and interest
associated with the Front 9 Mulligan, and each such payment thereafter, shall be
due and payable 12 months immediately after the regularly scheduled payment date
as set forth on Schedule 2 hereto. At anytime during the second five years
Maker's obligations under this Note are outstanding, Maker shall have the option
to forego making the four regularly scheduled payments of principal and interest
during any calendar year during such time period (the "Back 9 Mulligan"). The
payments of principal and interest associated with the Back 9 Mulligan, and each
such payment thereafter, shall be due and payable 12 months immediately after
the regularly scheduled payment date as set forth on Schedule 2 hereto, as may
be amended if the Front 9 Mulligan is utilized.

         If Maker exercises any of the Front 9 Mulligan, the Back 9 Mulligan or
a Quarterly Mulligan (as defined herein), Maker agrees that such deferred
payments shall bear interest in accordance with the method of computing interest
hereunder. Maker further agrees that upon the exercise of any such mulligan,
Maker shall cause to be prepared and delivered to Lender, subject to Lender's
review and approval, a revised Schedule 2 which when agreed upon by Lender shall
thereafter be substituted for and replace the Schedule 2 then attached to this
Note.

         Prior to exercising the Front 9 Mulligan or the Back 9 Mulligan, Maker
shall provide Lender with an affidavit (the "Affidavit"), signed by Maker's
Chief Executive Officer stating that the financial position and performance of
Maker are currently such that to make the regularly scheduled payments of
principal and interest for such year would reduce Maker's available working
capital, after considering all reasonably available sources therefor, below a
level which a reasonable, qualified Chief Executive Officer would deem prudent.
The Affidavit shall be delivered to Lender no later than January 2 of the year
during which Maker exercises the Front 9 Mulligan or the Back 9 Mulligan, as
applicable.

         Notwithstanding anything set forth herein to the contrary, Maker shall
have the option to delay making an April, July or October regularly scheduled
payment of principal and


                                       -2-

<PAGE>


interest during each calendar year this Note is outstanding (each a "Quarterly
Mulligan"), provided however, Maker shall pay such delayed payment of principal
and interest at the time Maker pays the regularly scheduled payment of principal
and interest due in January of the immediately following calendar year. If Maker
exercises a Quarterly Mulligan and within the same calendar year (i) fails to
make another regularly scheduled quarterly payment of principal and interest,
and (ii) provides Lender with an affidavit signed by Maker's Chief Executive
Officer stating its intention to delay making such payment and that the
financial position and performance of Maker are currently such that to make such
payment would reduce Maker's available working capital, after considering all
reasonably available sources therefor, below a level which a reasonable,
qualified Chief Executive Officer would deem prudent, then Maker shall be deemed
to have exercised the Front 9 Mulligan or the Back 9 Mulligan, as applicable.

         Maker may offset against payments due hereunder amounts due and payable
to Maker pursuant to Section 8.3 of the Securities Redemption and Acquisition
Agreement ("Offset Amount"), dated as of the date hereof, among Maker, PAE and
certain shareholders of Company.

         If any provision of this Note or the application thereof is held
invalid or unenforceable, the remainder of this Note will not be affected
thereby and the provisions of this Note shall be severable in any such instance.

         No waiver of any term, provision or condition of this Note, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be, or
shall constitute a waiver of any other provision hereof, whether or not similar,
nor shall such waiver constitute a continuing waiver, and no waiver shall be
binding unless executed in writing by the party making the waiver.

         This Note has been executed under and shall be governed by the laws of
the State of Missouri without regard to such state's conflicts of law
principles.

         NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, LENDER
HEREBY ACKNOWLEDGES THAT ITS RIGHTS UNDER THIS NOTE ARE SUBORDINATE TO THE
RIGHTS OF SOUTHWEST BANK OF ST. LOUIS IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE SUBORDINATION AGREEMENT BETWEEN LENDER AND SOUTHWEST BANK OF
ST. LOUIS.

         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
day and year first above written.


                                    WEISS AND NEUMAN SHOE CO.


                                    By:  /s/ PETER A. EDISON
                                       ----------------------------------



[Schedule 1, Schedule of Shareholders, and Schedule 3, Letter of Credit,
omitted. The Registrant undertakes to furnish supplementally a copy of such
omitted schedules to the Commission upon request.]

                                       -3-


<PAGE>

                                   SCHEDULE 2

                                    PAYMENTS


<Table>
<Caption>
                                      ACCRUED
                        PRINCIPAL     INTEREST    INTEREST      TOTAL     PRINCIPAL BALANCE
                         PAYMENT      PAYMENT     PAYMENT      PAYMENT        REMAINING
                        ---------     --------    --------     -------    -----------------
<S>                     <C>           <C>         <C>          <C>        <C>
                                                                                  $15,799(1)
                                                                               $1,000,000
April 1, 1998                  $0       $7,500     $20,000     $27,500         $1,000,000
July 1, 1998                   $0       $7,500     $20,000     $27,500         $1,000,000
October 1, 1998            $6,187       $1,313     $20,000     $27,500           $993,813
January 1, 1999            $7,624           $0     $19,876     $27,500           $986,189
April 1, 1999             $10,276           $0     $19,724     $30,000           $975,913
July 1, 1999              $10,482           $0     $19,518     $30,000           $965,431
October 1, 1999           $10,691           $0     $19,309     $30,000           $954,740
January 1, 2000           $10,905           $0     $19,095     $30,000           $943,835
April 1, 2000             $13,623           $0     $18,877     $32,500           $930,211
July 1, 2000              $13,896           $0     $18,604     $32,500           $916,316
October 1, 2000           $14,174           50     $18,326     $32,500           $902,142
January 1, 2001           $14,457           $0     $18,043     $32,500           $887,685
April 1, 2001             $17,246           50     $17,754     $35,000           $870,439
July 1, 2001              $17,591           $0     $17,409     $35,000           $852,847
October 1, 2001           $17,943           $0     $17,057     $35,000           $834,904
January 1, 2002           $18,302           $0     $16,698     $35,000           $816,602
April 1, 2002             $21,168           $0     $16,332     $37,500           $795,434
July 1, 2002              $21,591           $0     $15,909     $37,500           $773,843
October 1, 2002           $22,023           $0     $15,477     $37,500           $751,820
January 1, 2003           $22,464           $0     $15,036     $37,500           $729,356
April 1, 2003             $25,413           $0     $14,587     $40,000           $703,943
July 1, 2003              $25,921           $0     $14,079     $40,000           $678,022
October 1, 2003           $26,440           $0     $13,560     $40,000           $651,583
January 1, 2004           $26,968           $0     $13,032     $40,000           $624,614
April 1, 2004             $30,008           $0     $12,492     $42,500           $594,607
July 1, 2004              $30,608           $0     $11,892     $42,500           $563,999
October 1, 2004           $31,220           $0     $11,280     $42,500           $532,779
January 1, 2005           $31,844           $0     $10,656     $42,500           $500,934
April 1, 2005             $34,981           $0     $10,019     $45,000           $465,953
July 1, 2005              $35,681           $0      $9,319     $45,000           $430,272
October 1, 2005           $36,395           $0      $8,605     $45,000           $393,878
January 1, 2006           $37,122           $0      $7,878     $45,000           $356,755
April 1, 2006             $40,365           $0      $7,135     $47,500           $316,390
July 1, 2006              $41,172           $0      $6,328     $47,500           $275,218
October 1, 2006           $41,996           $0      $5,504     $47,500           $233,222
January 1, 2007           $42,836           $0      $4,664     $47,500           $190,387
April 1, 2007             $46,192           $0      $3,808     $50,000           $144,195
July 1, 2007              $47,116           $0      $2,884     $50,000            $97,078
October 1, 2007           $48,058           $0      $1,942     $50,000            $49,020
January 1, 2008           $49,020           $0        $980     $50,000                 $0

Total                  $1,000,000      $16,313    $533,687  $1,550,000
</Table>

(1) Accrued interest of 72 days as of January 1, 1998.



<PAGE>

                                   SCHEDULE 4

                               SECURITY AGREEMENT

                                  SEE ATTACHED


<PAGE>


                               SECURITY AGREEMENT

         The undersigned, WEISS AND NEUMAN SHOE CO., a Missouri corporation
("Company"), for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, does hereby enter into this Security Agreement
("Agreement") in favor of SANFORD W. WEISS ("Lender"), as agent for those
individuals identified on Exhibit A hereto as of this 31st day of October, 1997.


                                    RECITALS

         A. As consideration for, and as a condition precedent to, Lender
accepting Company's Secured Non-Negotiable Promissory Note in the principal
amount of $1,000,000.00 and Company's Secured Non-Negotiable Promissory Note in
a principal amount to be determined, both dated as of the date hereof
(collectively, the "Notes"), Company has agreed to secure its obligations under
the Notes.

         B. Lender and Southwest Bank of St. Louis ("Southwest"), have entered
into that certain Subordination Agreement dated as of the date hereof (the
"Subordination Agreement").


                                   AGREEMENTS

         1. Description of Obligations. The security interest created herein is
intended to and shall guarantee and secure the performance of the covenants and
agreements herein set forth and to guarantee and secure payment of Company's
obligations under the Notes.

         2. Collateral and Grant of Security Interest. As security for the
prompt and complete payment and performance of all monetary obligations under
the Notes (the "Obligations"), Company does hereby sell, assign, transfer,
convey, mortgage and grant a continuing security interest to Lender in all of
Company's right, title and interest in and to Company's furniture, fixtures,
equipment, inventory, supplies and accounts receivable related to operations of
Company's business wherever located, whenever acquired and all proceeds thereof
(collectively, the "Collateral").

         3. Representations and Warranties. Company hereby represents and
warrants to Lender that:

                  (a) Company has all requisite authority to enter into and
         perform its obligations under this Agreement and all other agreements
         to be executed and delivered by Company hereunder and to consummate the
         transactions contemplated hereby; and

                  (b) this Agreement has been duly executed and delivered by
         Company and constitutes the legal, valid and binding obligations of
         Company enforceable against it in accordance with its terms, except as
         such enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other laws affecting creditors' rights
         generally and by general principles of equity (regardless of whether
         such principles are considered in a proceeding at law or in equity).


<PAGE>


         NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, LENDER
HEREBY ACKNOWLEDGES THAT ITS RIGHTS IN AND TO THE COLLATERAL ARE SUBORDINATE TO
SOUTHWEST'S RIGHT IN AND TO THE COLLATERAL IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE SUBORDINATION AGREEMENT.

         4. Covenants of Company. Company hereby covenants and agrees with
Lender that so long as the Obligations are outstanding, Company shall:

                  (a) maintain the Collateral free from any liens, security
          interests or encumbrances, except for the security interest granted
          hereby and any security interest granted in favor of Southwest, and
          defend the Collateral against all claims and demands of all persons at
          any time claiming the same or any interest therein; and

                  (b) promptly execute and deliver all instruments and
         documents, and take all further action, that may be necessary or
         desirable, or that Lender may request in order to perfect and protect
         any security interest granted or purported to be granted hereby or to
         enable Lender to exercise and enforce its rights and remedies hereunder
         with respect to the Collateral.

         5. Events of Default and Remedy. The following occurrences shall
constitute "Events of Default":

                  (a) failure by Company to perform or observe any of the
         material covenants or agreements contained in this Agreement or the
         Guaranty and failure to cure such default within 10 days after Company
         is given notice thereof by Lender;

                  (b) failure by Company to pay when such payment is due (giving
         consideration to applicable grace periods and rights to cure), any
         payment on account of principal or interest pursuant to the Notes; and

                  (c) bankruptcy or insolvency of Company.

Upon the occurrence of an Event of Default, Lender may immediately declare the
principal of and the interest on the Notes to be due and payable, and whether or
not the Notes is declared due and payable, have, subject to the terms and
conditions of the Subordination Agreement, the right to take immediate
possession of the Collateral. If the value of the Collateral as of the date of
such Event of Default is less then the amount of the principal and interest
accrued thereon as of the date of such Event of Default, Lender, in accordance
with applicable law, shall have the right to deduct such deficiency from amounts
otherwise due Company from Lender, if any, until such deficiency has been cured.

         6. Applicable Law/Severability. It is the intention of the parties
hereto that this Agreement is entered into pursuant to the provisions of the
Uniform Commercial Code as it is in force in the State of Missouri (the "Code").
Any applicable provisions of the Code not

                                       -2-

<PAGE>


specifically included herein shall be deemed a part of this Agreement in the
same manner as if set forth herein; and any provisions of this Agreement that
might in any manner be in conflict with any provision of the Code shall be
deemed to be modified so as not to be inconsistent with the Code and to that
extent the provisions hereof shall be severable and the invalidity of one shall
not invalidate another. In all respects this Agreement and all transactions,
assignments and transfers hereunder, and all the rights of the parties shall be
governed as to the validity, construction, enforcement and in all other respects
by the laws of the State of Missouri, without regard to such state's conflicts
of laws principles. To the extent any provision of this Agreement is not
enforceable under applicable law, such provision shall be deemed null and void
and shall have no effect on the remaining portions of this Agreement.

          7. Duration. This Agreement shall continue in full force and effect
until Company shall pay, cause to be paid or otherwise satisfy all of its
monetary obligations under the Notes. Upon termination or cancellation of the
lien created and existing hereunder, Lender shall execute and record any and all
necessary or appropriate releases or documentation to evidence such termination
or cancellation.

         8. Waiver and Amendment. Lender shall not by any act, delay, omission
or otherwise be deemed to have waived any of its rights or remedies hereunder
and no waiver whatsoever shall be valid unless in writing signed by Lender. A
waiver by Lender of any right or remedy hereunder on any one occasion shall not
bar Lender from asserting any right or remedy on any future occasion. No
executory agreement, unless in writing and signed by Lender, and no course of
dealing between Lender and Company shall be effective to change or modify or to
discharge in whole or in part this Agreement.

         9. Notices. Any notice required by this Agreement shall be deemed
sufficient if it is in writing and delivered personally or by certified mail,
return receipt requested, addressed to Lender at its principal office and to
Company or its legal representatives at the address written below Company's
signature hereto or to such other addresses as they may designate by giving
notice pursuant to this Section 9.

         10. Cumulative Remedies. All rights, remedies and powers granted to
Lender herein or in any other agreement given by Company to Lender in connection
with the Notes and the Guarantee shall be cumulative and may be exercised singly
or concurrently.

         11. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of Company and Lender and their respective successors and
assigns.

                                      -3-

<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Security
Agreement as of the day and year first above written.


LENDER                                     COMPANY

      /s/ SANFORD W. WEISS                 By:  /s/ PETER EDISON
--------------------------------              ----------------------------------
Sanford W. Weiss                               Peter Edison
                                               President

                                           Address:
                                                      --------------------------

                                                      --------------------------


                                      -4-
<PAGE>

                                   SCHEDULE 5

                                PERSONAL GUARANTY

                                  SEE ATTACHED


<PAGE>


                       LIMITED PERSONAL GUARANTY AGREEMENT

                                 Peter A. Edison

          THIS LIMITED PERSONAL GUARANTY AGREEMENT (this "Guaranty") is given as
of October 31, 1997, by PETER A. EDISON, an individual residing at [home
address], ("Guarantor"), in favor of SANFORD W. WEISS ("Lender"), as agent for
those individuals set forth on Exhibit A hereto.

          A. Lender has accepted Weiss and Neuman Shoe Co.'s (the "Borrower")
Secured Promissory Note in the principal amount of $1,000,000.00 and Company's
Secured Promissory Note in a principal amount to be determined, both dated as of
the date hereof (collectively, the "Notes").

          B. For the purpose of inducing Lender to extend credit to Borrower,
Guarantor agrees to guarantee the prompt payment of the Notes to Lender in
accordance with the terms and conditions hereinafter set forth.

          NOW, THEREFORE, for value received, and in consideration of the
financial accommodations given or to be given or continued to Borrower by
Lender, and for other good and valuable consideration to Guarantor, the receipt
and sufficiency of which is hereby acknowledged:

          1. Guarantor hereby guarantees to Lender the prompt payment when due,
whether by acceleration or otherwise, and at all times thereafter, of any and
all indebtedness and obligations of Borrower to Lender pursuant to the terms and
conditions of the Notes, including extensions, renewals or refundings thereof
(each a "Liability" and collectively the "Liabilities"). "Liabilities" or a
"Liability" shall also include reasonable expenses, including reasonable
attorneys' fees, incurred by Lender in the efforts to collect any Liability or
to enforce the undertakings of Guarantor hereunder. Whenever any such
Liabilities shall become due and remain unpaid, Guarantor will, on demand make
prompt payment of the amount due thereon; provided, however, that while the
amount of the Liabilities that may be incurred by the Borrower is not limited,
the liability of Guarantor to Lender hereunder shall not exceed $100,000.00.

          2. Demand may be made upon Guarantor for the enforcement of this
Guaranty only after such demand for payment has been made to Borrower and the
maturity of the Liabilities has been accelerated. Any action taken by Lender
against Borrower, including foreclosure of any security held by Lender, shall in
no event be considered a waiver or diminishment of any rights against Guarantor
under this Guaranty. It is agreed that a compromise and settlement of any
Liability shall, in no sense, compromise or settle Guarantor's liability
hereunder.

          3. Guarantor does hereby waive presentment of any instrument, demand
for payment, protest and notice of dishonor or nonpayment and Guarantor waives
all rights arising out of any statute now existing or hereafter enacted with
respect to guaranty or suretyship and which may otherwise require Lender at any
time to take legal action against Borrower. Guarantor does


<PAGE>


hereby waive notice of the acceptance of this Guaranty and notice of any
Liability contracted or incurred by Borrower.

          4. Lender may, from time to time, without the consent of or notice to
Guarantor, change the manner, interest rate, place or terms of payment, and
change or extend the time of payment of, refund, increase, decrease, renew or
alter in any manner any Liability or security therefor, and may, from time to
time, at its own discretion, without the consent of or notice to Guarantor,
exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order, any collateral pledged or mortgaged to secure any Liability,
without in any way affecting Guarantor's obligation hereunder.

          5. The obligations of Guarantor hereunder shall apply to all
Liabilities, including Liabilities arising on or prior to notice in writing from
Guarantor that Guarantor will not be responsible for any further Liabilities or
notice from a Guarantor's personal representative that such Guarantor has died
or been adjudicated incompetent. Any such notice, to be effective, must be
actually received by Lender. Notwithstanding the giving of such notice, the
obligations of Guarantor shall continue in full force and effect as to all
Liabilities then existing including those contingent, unliquidated or not yet
accrued and to any Liabilities thereafter arising, to the extent that Lender may
be bound or permitted by contract or otherwise to create or permit the creation
of additional Liabilities including those which may or might have been
contingent, unliquidated or not yet accrued Liabilities at the time such notice
is given. Termination or revocation of this Guaranty by notice or by operation
of law shall affect only the obligations of the guarantor for or on behalf of
whom such notice is given or as to whom such event occur, the obligations of the
other Guarantors, if any, to continue unabated.

          6. Lender may release any other surety, guarantor or Borrower or any
collateral or security pledged by any guarantor or surety without affecting the
liability hereunder of any guarantor not released by Lender in writing. This
Guaranty shall be binding upon Guarantor and upon Guarantor's heirs, executors,
personal representatives, administrators, legal representatives, successors and
assigns and shall likewise be enforceable against any trusts created by
Guarantor and shall inure to the benefit of Lender, its successors and assigns.

         7. Guarantor agrees that this Guaranty, and all obligations hereunder
shall remain in full force and effect at all times hereinafter during the term
hereof, notwithstanding any action or undertakings by, or against, Lender, or
concerning any collateral securing the Liabilities in any proceeding under any
bankruptcy law; including without limitation, matters relating to valuation of
collateral, election or imposition of secured or unsecured claim status upon
claims by Lender, pursuant to the Bankruptcy Code, or Rules of Bankruptcy
Procedure as may be applicable from time to time. Guarantor understands and
agrees that in the event any payment made by or on behalf of Borrower respecting
any Liability or any portion of any such payment shall at any time be repaid by
Lender in compliance with an order (whether or not final) by a court of
competent jurisdiction pursuant to any provision of any bankruptcy law as now
existing or hereafter amended or applicable state law, the Liabilities shall not
be deemed to have been paid to the extent of the repayment so made, the
obligations of Guarantor shall continue in full


                                      -2-
<PAGE>


force and effect and Lender will continue to be entitled to the full benefits of
this Guaranty notwithstanding any release, termination or return of this
Guaranty. If acceleration of the time for payment of any amount payable by
Borrower to Lender is stayed upon the insolvency, bankruptcy or reorganization
of such Borrower, all such amounts otherwise subject to acceleration under the
terms of the Liabilities shall nonetheless be payable be Guarantor hereunder
forthwith on demand by Lender.

          8. This Guaranty and the rights and obligations of Lender and
Guarantor hereunder shall be governed and construed in accordance with the laws
of the State of Missouri, without regard to such state's conflicts of law
principles.

          IN WITNESS WHEREOF, this instrument has been duly executed by
Guarantor as of the date first set forth above.


                                        GUARANTOR:


                                        /s/ PETER A. EDISON
                                        ---------------------------------------
                                        Peter A. Edison



STATE OF MISSOURI  )
                   ) SS
CITY OF ST. LOUIS  )


Before me, the undersigned, a Notary Public in and for the county aforesaid, on
this 23rd day of October, 1997, personally appeared Peter A. Edison to me known
personally, and did state upon his oath that he executed the foregoing
instrument as his free act and deed.


                                        /s/ TERRI L. BRANSON
                                        ---------------------------------------
                                        Notary Public


                              Terri L. Branson
                         Notary Public - Notary Seal
My commission expires:        State of Missouri
                      -------------------------------
                              St. Louis County
                           My Commission Exp. 03/01/2001





                                      -3-