<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM l0-K
(Mark One)

/ X / ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF THE SECURITIES EXCHANGE
      ACT OF l934
For the fiscal year ended            December 31, 2001
                                        OR
/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from              to

                    Commission file number       0-1359

                               PUBCO CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                                 53-0246410
        (State of incorporation)          (I.R.S. Employer Identification No.)

  3830 Kelley Avenue, Cleveland, Ohio                   44114
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (216) 881-5300

Securities registered pursuant to Section l2(b) of the Act:
Title of each class                  Name of each exchange on which registered
       None                                             None

Securities registered pursuant to Section l2(g) of the Act:
                     Common Stock, Par Value $.0l Per Share
                    Class B Stock, Par Value $.01 Per Share
                                (Title of class)

Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

At March 1, 2002, the aggregate market value of the common shares held by
non-affiliates of the registrant (based upon the closing price of the Common
Stock), was approximately $8,622,380.

As of March 1, 2002, 3,517,274 common shares (Common Stock and Class B Stock)
were outstanding.

    Documents Incorporated by Reference                  Form l0-K Reference
                                           None

           The exhibit index begins on page     of this Form l0-K.
<PAGE>
                                 PART I


ITEM l.  BUSINESS

    The Company conducts two lines of business: the printer supplies
business and the construction products business.  See Note J of Notes to
Consolidated Financial Statements for further information on industry
segment reporting.  Through December 31, 2001, the printer supplies
business was conducted by the Company's wholly-owned subsidiaries under
the "Buckeye", "Aspen" and "Kroy" tradenames.  In March, 2001, the
Company acquired a 49% equity interest in Smith Corona Corporation which
was recorded as an equity investment through December 31, 2001.
Effective January 1, 2002, the Company transferred its Buckeye, Aspen and
Kroy operations to Smith Corona in exchange for additional shares of
Smith Corona's capital stock.  As a result of the transaction, the
Company now owns approximately 94% of Smith Corona's capital stock, the
printer supplies business will be conducted by Smith Corona, and Smith
Corona's operations will be consolidated with those of the Company.  The
construction products business is conducted by an 85% owned subsidiary of
the Company under the "Allied" tradename.

    The Company also owns the "Bobbie Brooks" trademarks which are
licensed through Garan, Inc., an unaffiliated apparel-manufacturing firm,
exclusively to Wal-Mart and vendors supplying Wal-Mart with apparel
merchandise.  The Company also owns other income generating assets.

    In this Form 10-K, the terms "Pubco" means Pubco Corporation and the
"Company" means Pubco together with all of its divisions and
majority-owned and wholly-owned subsidiaries.

    Pubco was established in 1958 and is a Delaware corporation.  As of
March 1, 2002, the Company employed approximately 260 people.

Printer Supplies Business

    The Company manufactures and sells thermal label printers, thermal
transfer ribbons, thermal labels, computer ribbons and cartridge ribbons
and, since January 1, 2002, typewriters and typerwriter supplies.

    On March 30, 2001, the Company completed its acquisition of
approximately 49% of the newly issued capital stock of Smith Corona
Corporation, funding Smith Corona's Chapter 11 Plan of Reorganization.
The remaining stock was issued to creditors of Smith Corona.  Effective
January 1, 2002, the Company transferred its printer supplies businesses
to Smith Corona for additional shares of Smith Corona's capital stock.
As a result of the transaction, the Company now owns approximately 94% of
Smith Corona.

    Between March 30, 2001 and December 31, 2001, the Company reflected
only its equity investment in Smith Corona on the Company's balance sheet
and its proportional share of the gains or losses of Smith Corona in the
Company's income statement.  On January 1, 2002, the Company's ownership
<PAGE>
in Smith Corona increased to approximately 94% and, since January 1,
2002, Smith Corona's operations are consolidated with those of the
Company.

    The Company purchases supplies and component parts from various
suppliers, some of whom produce component parts on molds owned by the
Company.  Printers are manufactured by subcontractors who, in some cases,
produce printers from tools and dies owned by the Company.  Typewriters
are manufactured by a subcontractor.  Typewriter supplies are
manufactured by subcontractors from tools and dies owned by the Company.
The Company also resells related products manufactured by others.

    The Company markets its thermal labels, thermal ribbons and computer
printer and data processing supplies products through (i) an in-house
telemarketing organization, catalogs, and a Company owned web-site,
primarily to end-users in the United States; (ii) dealers; and (iii)
original equipment manufacturers.  Label printers and supplies are
principally marketed throughout North America and Western Europe through
catalogs and other direct marketing, distributors and wholesalers,
original equipment manufacturers who sell products under their own
tradenames, office machine and office product dealers, specialty
retailers and catalog houses.  The Company's thermal labels, thermal
ribbons and computer printer and data processing supplies are sold to
approximately 10,000 accounts.

    Typewriters and typewriter supplies are sold primarilly through major
retailers and catalog companies in the United States and directly to
end-users who order by telephone, mail or on the Smith Corona web-site.
Approximately 75% of the dollar volume of typewriter and typewriter
supplies are sold primarily through 7 major accounts.  Smith Corona's
sales will be included in the Company's consolidated sales effective
January 1, 2002.

    Principal raw materials used by the Company include thermal transfer
ribbon, thermal transfer paper, direct thermal paper, polyester and vinyl
pressure sensitive adhesive tapes, nylon impression fabric, injected
molded plastic cartridge components, adhesive, silicone, and heat
shrinkable tubing, all of which materials are available from a variety of
suppliers.

    The Company's label printers and certain label and typewriter
supplies are covered by a variety of US and European patents which
protect the propriety of some of the Company's label and typewriter
products.  The "Kroy" and "Smith Corona" trademarks are registered in the
United States and in over 40 countries.

    There are numerous manufacturers of labels and label printers, some
of whom have significantly greater resources than the Company.  The
market for typewriters is continually shrinking although typewriters
continue to be manufactured by other manufacturers, some of which have
significantly greater resources than the Company.

<PAGE>
Construction Products Business

    The Company designs, manufactures, assembles and distributes products
for the construction, utility and mining industries.  These operations
are located in the Company's Cleveland, Ohio facility.  Construction
products are divided into (i) products which are mounted on excavators,
industrial tractors, loaders and other equipment, including (A) hydraulic
hammers used for breaking rock, concrete and similar materials, (B)
hydraulic mounted compactors used for soil compaction and pile and
sheeting driving applications, (C) grapples used for material handling
and demolition, (D) asphalt cutters, and (E) hydraulic pedestal boom
systems used for breaking oversize material at rock crushing operations
and for waste handling operations; and (ii) underground products,
including (A) pneumatic piercing tools used to make horizontal holes for
placement or repair of underground utility lines, and (B) aluminum trench
supports used to support the walls of open construction trenches.

    The Company has a long-term contractual relationship with Krupp
Berco/Bautechnik GmbH ("Krupp"), a German manufacturer of hammers and
component parts.  The Company purchases component parts from Krupp,
assembles its own hammer products using these and other components
purchased domestically, and sells and distributes hammer products in the
United States and Canada under its "Allied" tradenames.

    Construction product components and materials are purchased from a
variety of metal products manufacturers, hydraulic system component
suppliers, and steel and aluminum suppliers, principally located in the
United States.  No domestic supplier represents more than 5% of the
construction product component and material purchases.  Raw materials are
available from a variety of sources and all of the domestic vendors are
replaceable.

    Approximately 60% of the annual sales in the construction products
business occurs during the first half of the year.  No customer
represents more than 5% of the annual sales of the construction products
business.

    Firm order backlog totalled approximately $3,767,000 as of
March 1, 2002 compared to approximately $3,690,000 at March 1, 2001.

    Construction products are marketed principally through distributors.
There are approximately 15 - 20 other foreign and domestic manufacturers
in the mounted product market and approximately 10 other foreign and
domestic manufacturers in the underground product market.  None of the
Company's competitors is believed to hold a dominant position although
some have greater financial resources than the Company.

Trademark Licensing

    Since 1986, the Company has been licensing use of its "Bobbie Brooks"
related trademarks to Garan, Incorporated.  Garan and its sublicensees,
including Wal-Mart, sell sportswear under these labels exclusively at
Wal-Mart Stores.  Licensing fees are recorded within the Corporate
segment in Industry Segment Information.  See Note J.
<PAGE>
ITEM 2.  PROPERTIES

    The Company owns or leases the following properties:

                       Owned or   Square
      Location         Leased     Footage                Use

Cleveland, OH          Leased     312,000   Printer supply operations;
                                            construction products oper-
                                            ations; executive/adminis-
                                            trative facilities; portion
                                            subleased to third party

Scottsdale, AZ         Leased      10,100   Kroy's sign Division; leased
                                            through December, 2004 with
                                             early cancellation rights.


Reading, England       Leased      11,300   Kroy's European operations;
                                            leased through September, 2006

Havana, IL             Owned       25,000   Retail; leased to a 3rd
                                            party through February 2004

ITEM 3.  LEGAL PROCEEDINGS

    The Company resolved its patent infringement claims against Brother
Industries, Inc. in May 2001 when its Kroy subsidiary sold certain
patents to Brother, but retained the right to use such patents for its
own product line.  The Company realized a gain of approximately
$9,000,000 in the second quarter of 2001.  Smith Corona resolved its
patent infringement claims against Nu-kote International, Inc. in March,
2002 when Nu-kote acknowledged the validity and enforceability of Smith
Corona's patent and entered into a license agreement under which it will
pay a royalty for continued use of Smith Corona's patent.  The Company is
not currently a party to any material litigation.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On November 29, 2001, at the Company's Annual Meeting of
Stockholders, the Company's Stockholders approved a proposal to re-elect
Glenn E. Corlett, William A. Dillingham, Jack Howard, Harold L. Inlow,
Stephen R. Kalette and Robert H. Kanner for an additional one year term
to the Company's six member Board of Directors.  Each director nominee
received 7,341,380 votes for his election.  No votes were cast against
the election of any director and there were no abstentions.  Also at the
Annual Meeting, the Company's Stockholders approved a proposal to amend
the Company's Certificate of Incorporation to limit record ownership of
the Company's Common Stock and Class B Stock to persons owning at least
100 shares of Common Stock or Class B Stock.  The proposal received the
favorable vote of all 7,341,380 votes cast at the Meeting.  No votes were
cast against the proposal and there were no abstentions.  The transaction
was effective as of December 3, 2001.
<PAGE>
                                PART II


ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

    Pubco's Common Stock is traded over-the-counter and quoted on
NASDAQ's SmallCap Market under the symbol "PUBO".  The following table
presents the high and low sales prices of Pubco's Common Stock as
reported by NASDAQ.


2000                                            High             Low
    First Quarter                             $ 9.00          $ 7.50
    Second Quarter                              8.25            7.125
    Third Quarter                               8.25            7.375
    Fourth Quarter                              8.00            6.50

2001                                            High             Low
    First Quarter                             $ 7.254         $ 6.50
    Second Quarter                              7.50            6.875
    Third Quarter                               8.38            7.11
    Fourth Quarter                             10.10            7.90


    Transferability of Class B Stock is restricted to certain family
members and others who are "Permitted Transferees" (as defined) and
accordingly there is no market for Class B Stock.  However, Class B Stock
is convertible into Common Stock on a share-for-share basis at the option
of the holder.  New transfers of shares of Common Stock and Class B Stock
into record ownership have been restricted since December, 2001, to those
who would own at least 100 shares following the transfer.

(b) Holders.

    There were approximately 340 holders of record of the Common Stock
and approximately 20 of the Class B Stock, as of March 1, 2002.

(c) Dividends.

    Pubco has never paid cash dividends on its Common Stock and Class B
Stock and does not anticipate paying dividends on its Common Stock or
Class B Stock in the foreseeable future.  In addition, no dividends may
be paid on the Common Stock or Class B Stock while there is any unpaid
dividend on the Preferred Stock.  No preferred stock dividends are in
arrears at December 31, 2001.  Subject to the foregoing, the payment of
dividends will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company.


<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

(All numbers shown in 000's except share data and ratios)

Selected Statement of Operations Data
<TABLE>
<CAPTION>
                                                    Years Ended December 31
                                     2001        2000         1999        1998        1997
<S>                               <C>         <C>         <C>         <C>          <C>
Net Sales                          $ 55,023    $ 59,344    $ 67,353    $ 68,660     $ 53,902
Income from continuing
 operations before income
 taxes and minority interest          4,088       5,218       4,491       6,778        6,437
Net Income (A)                        1,936       3,322       9,269       7,338       10,224
Net Income Applicable
 to Common Stockholders (B)             991       2,447       8,446       6,463        9,367
Basic and Dilutive Earnings
 Per Common Share (A)(B)           $    .28    $    .66    $   2.25    $   1.72     $   2.50
Weighted Average
 Number of Shares                 3,530,913   3,700,889   3,752,066   3,752,473    3,752,473
</TABLE>

Selected Balance Sheet Data
<TABLE>
<CAPTION>
                                                          December 31
                                     2001        2000        1999         1998         1997
<S>                              <C>         <C>         <C>          <C>          <C>
Working Capital Ratio              4.4 to 1    4.0 to 1    3.7 to 1    3.3 to 1     2.6 to 1
Total Assets                       $102,831    $ 96,100    $ 94,430    $ 85,359     $ 85,946
Long-term Debt                        5,452       2,201         771       1,689            -
Stockholders' Equity                 56,569      54,295      53,894      45,179       42,049
Common Stockholders'
 Equity (C)                          49,569      47,295      46,894      38,179       35,049
 Per Common Share (C)            $    14.08   $   13.29    $  12.53     $ 10.17     $   9.34
Shares Outstanding
 at Year End                      3,520,264   3,559,885   3,742,309   3,752,473    3,752,473
<FN>
(A) Net Income in 1999, 1998 and 1997 includes the benefit of reducing the valuation
    allowance against the Company's deferred tax asset by $7,100, $2,700 and $5,065
    respectively.

(B) Net of Preferred Stock dividend requirements.

(C) Common Stockholders' Equity and Common Stockholders' Equity Per Common Share are computed
    net of the face value of Preferred Stock.
</FN>
</TABLE>
<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


RESULTS OF OPERATIONS


Comparison of 2001 and 2000

Net sales declined in 2001 from 2000 primarily because of decreases in
net sales at the Company's construction products business.  The decrease
in net sales in the construction products business is primarily
attributable to a softening of the construction products market due to
its cyclical nature.

The decrease in gross profit dollars in 2001 from 2000 is primarily the
result of the decrease in the Company's sales.  The decrease in gross
profit percentage in 2001 from 2000 is primarily the result of the
decrease in gross profit percentage in the construction products business
as well as a decrease in gross profit percentage on the Company's
proprietary label machine business.

The increase in selling, general and administrative expenses in 2001 from
2000 is primarily the result of severance costs recognized during the
second quarter for employees terminated during that quarter.  In
addition, the Company incurred professional fees associated with (i) the
closing of the Company's industrial development bond financing, (ii) the
increase in the Company's ownership in Smith Corona after year-end, and
(iii) certain litigation initiated by the Company.

The Company made a commitment in August 2000 to buy a 49% interest in
Smith Corona Corporation to fund its Chapter 11 plan of reorganization.
The transaction was not consummated until Smith Corona's plan of
reorganization was confirmed by the bankruptcy court in March 2001.
Subsequently, Smith Corona's operations significantly deteriorated.  Two
independent valuations of Smith Corona in the fourth quarter of 2001
resulted in a write down of goodwill at Smith Corona.  The Company's
share of that write down was $1,621,000 which is included in the equity
loss of investee.

Interest income decreased in 2001 from 2000 as the result of the
disposition of debt securities held for investment that provided interest
income as well as the decrease in interest rates.

Other income for 2001 increased from 2000 primarily as the result of the
realization of approximately $9,000,000 of gain from the settlement of
the patent litigation with Brother Industries, Inc. and Brother
International Corporation ("Brother") and sale of such patents to Brother
by the Company's Kroy LLC subsidiary, but retaining the right to continue
to utilize such patent in its own product line and cross licensing
certain other patents, net of attorney's fees, the write off of certain
inventory and equipment rendered obsolete by the settlement, and other
costs and expenses incurred during the pendency of the litigation.  Such

<PAGE>
amount was further offset by approximately $3,800,000 of realized losses
on the sale of marketable securities, real estate and equipment assets.

Comparison of 2000 and 1999

Net sales declined in 2000 from 1999 because of decreases in sales at
both the Company's construction products business and its printer
supplies business.  The decrease in net sales in the construction
products business is primarily attributable to a softening of the
construction products market.  The decrease in net sales in the printer
supplies business is primarily the result of (i) the change in the
Company's focus to sales of higher margin, lower-priced, printer supply
products which the Company manufactures rather than on resales of lower
margin, higher-priced, branded printer supplies which the Company
purchases from third parties and (ii) the continuing decrease in net
sales of supplies for impact printers.

The gross profit percentage increase in 2000 from 1999 is primarily the
result of an increase in gross profit percentage at the Company's printer
supplies business.  Gross profit on printer supplies manufactured by the
Company is significantly higher than the gross profit from resale
supplies purchased by the Company.  In addition, the Company's printer
supplies business introduced "direct-to-end-user" catalogs in the first
quarter of 2000 which has resulted in higher gross profits on printer
supplies sales.  The printer supplies business also closed its Wisconsin
label coating plant in the first quarter of 2000.  The Company has been
able to buy the substrates previously processed in the Wisconsin plant
from outside vendors, eliminating the cost of running the Wisconsin plant.

The effect of the decrease in gross profit dollars in 2000 was more than
offset by a reduction in operating expenses in 2000.  As a result, income
before income taxes and minority interest increased in 2000 from 1999.

Net Income in 2000 decreased from 1999.  In 1999, the Company reduced its
valuation allowance against its deferred tax assets, resulting in
recognition of a corresponding income tax benefit in 1999.  Because the
Company has now recognized all of its deferred tax assets, provisions for
income taxes more closely approximate the statutory rates.

Realized losses (gains) from sales of securities were $342,000 in 2000
compared to ($7,000) in 1999.  This is reflected in other expense
(income) net.


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001, the Company had $32,957,000 of cash, cash
equivalents, marketable securities and other short-term investments and
$5,452,000 of long term debt.  The Company's marketable securities and
other short term investments continue to be subject to risk of loss and
fluctuations in value.  The income generated from the marketable
securities and other short-term investments may not be the same from year
to year or period to period.  The Company expects to continue to buy,

<PAGE>
hold and sell marketable securities and other short term investments to
the extent funds are not required to make additional acquisitions of
operating businesses.

The Company has a $3,000,000 working capital line of credit for its
construction products business.  At December 31, 2001, borrowings under
this line of credit were $1,987,000.  The Company also has a $10,000,000
line of credit which it primarily uses for the issuance of letters of
credit, but which can be used for other purposes, including working
capital advances and acquisitions.  At December 31, 2001, there were no
borrowings outstanding under this line, however, letters of credit
aggregating approximately $2,628,000 were outstanding.  The Company is
continually reviewing business acquisition opportunities.

On August 23, 2001, the Company entered into a loan agreement with
Cuyahoga County, Ohio pursuant to which the Company borrowed $3,500,000
to purchase equipment and make improvements and renovations to the
Company's leased facilities.  The borrowing was funded by the County's
sale of variable rate demand industrial development revenue bonds issued
for this purpose.  The Company's obligations are backed by a $3,607,000
letter of credit issued by the Company's bank.  The bonds will mature
August 1, 2013, but will be amortized over the term of the bonds.  At
December 31, 2001, $3,465,000 of this borrowing has been classified as
long term.

On March 30, 2001, the Company completed its previously announced
investment in Smith Corona Corporation, a marketer and distributor of
typewriters and typewriter supplies, which had filed for protection under
Chapter 11 of the U.S. Bankruptcy Code on May 23, 2000.  The Company's
approximately $2,700,000 investment funded Smith Corona's plan of
reorganization.  The Company received 49% of the newly issued stock of
reorganized Smith Corona and existing creditors of Smith Corona received
the other 51%.  Between March 30, 2001 and December 31, 2001, the Company
reflected only its equity investment in Smith Corona on its balance sheet
and its share of the gains or losses of its investment in Smith Corona in
its income statement.  In January, 2002, the Company's ownership in Smith
Corona increased to approximately 94% when the Company transferred its
Kroy and Buckeye operations to Smith Corona for additional shares of
Smith Corona Common Stock.  Since January 1, 2002, Smith Corona's
operations are consolidated with those of the Company.

The Company has commitments for capital expenditures of approximately
$1,500,000, most of which is for equipment for the printer supplies
business.  The Company will pay these amounts in 2002 primarily from
existing resources.

In October, 1995, the Company announced that it would purchase, from time
to time, in the open market, up to 175,000 of its shares.  On October 31,
1995, the Company purchased 2,000 shares at $6.00 per share for a total
of $12,000.  Between October 28, 1999 and March 1, 2002, the Company
purchased an additional 90,721 shares at an average price of
approximately $7.38 per share for a total of $670,000.

<PAGE>
Stockholders' equity of $56,569,000 at December 31, 2001 includes Common
and Preferred stockholders' equity.  In order to calculate Common
stockholders' equity at December 31, 2001, the face value of the
Preferred Stock ($7,000,000) and any unpaid cumulative dividends on the
Preferred Stock must be subtracted from total stockholders' equity.

There were no unpaid cumulative preferred stock dividends outstanding at
December 31, 2001.


CRITICAL ACCOUNTING POLICIES

The Company prepares its consolidated financial statements in accordance
with accounting principles generally accepted in the United States
("GAAP") and SEC guidance.  See the "Notes to Consolidated Financial
Statements" included in "Item 8.  Financial Statements and Supplementary
Data" for a comprehensive discussion of the Company's significant
accounting policies.  GAAP requires information in financial statements
about the accounting principles and methods used and the risks and
uncertainties inherent in significant estimates, including choices
between acceptable methods.  Following is a discussion of the Company's
most critical accounting policies, including those policies which may
have a significant effect upon adoption:

Derivatives and Hedging

On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended.  As a result of the adoption of SFAS No.
133, the Company recognizes all derivative financial instruments as
either assets or liabilities at fair value.  Derivative instruments that
are not hedges must be adjusted to fair value through net income.  Under
the provisions of SFAS No. 133, changes in the fair value of derivative
instruments that are cash flow hedges are recognized in other
comprehensive income (loss) until such time as the hedged items are
recognized in net income.

In the normal course of business, the Company's construction products
subsidiary purchases components from a German supplier and from time to
time, enters into foreign currency exchange contracts with banks in order
to fix its trade payables denominated in the Deutsche Mark.  All of the
Company's foreign exchange contracts in place are designated as cash flow
hedges.  The Company had open currency exchange contracts of $2,400 and
$1,300 at December 31, 2001 and December 31, 2000, respectively.  The
Company's exchange contracts generally expire within one year.

Due to the Company's limited use of derivative financial instruments, no
significant derivative assets or liabilities exist which would require
separate disclosure in the December 31, 2001 balance sheet.  Additionaly,
the effects of adopting the provisions of SFAS 133 did not have a
material impact on the Company's financial position at December 31, 2001
or the results of its operations for the year then ended.

<PAGE>
Business Combinations and Intangible Assets

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 eliminates the pooling-of-interests method of accounting for
business combinations except for qualifying business combinations that
were initiated prior to July 1, 2001.  SFAS No. 141 further clarifies the
criteria to recognize intangible assets separately from goodwill.  The
requirements of SFAS No. 141 are effective for any business combination
accounted for by the purchase method that was completed after June 30,
2001 and had no effect on the Company's financial position, results of
operations or cash flows.

Under SFAS No. 142, goodwill and indefinite lived intangible assets are
no longer amortized, but are reviewed for impairment annually or if
certain impairment indicators arise.  Separate intangible assets that are
not deemed to have an indefinite life will continue to be amortized over
their useful lives (but with no maximum life).  The amortization
provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired after June 30, 2001.  With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the Company is required to adopt
SFAS No. 142 on January 1, 2002.  Early adoption is not permitted for
calendar year companies.  At December 31, 2001, the Company had
approximately $2,713,000 of unamortized goodwill which will be subject to
the transition provisions of SFAS No. 142.  Amortization expense related
to goodwill amounted to $214,000, $214,000 and $233,000 for the years
ended December 31, 2001, 2000 and 1999, respectively, and will be zero in
2002.

The Company is currently assessing the impact of SFAS No. 142 and has not
yet determined whether adoption will have a material effect on the
Company's financial position, results of operations or cash flows,
including any transitional impairment losses which would be required to
be recognized as the effect of a change in accounting principle.

Asset Impairment

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which establishes a single
accounting model to be used for long-lived assets to be disposed of.  The
new rules supercedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of."  Although
retaining many of the fundamental recognition and measurement provisions
of SFAS No. 121, the new rules significantly change the criteria that
would have to be met to classify an asset as held-for-sale.  This
distinction is important because assets to be disposed of are stated at
the lower of their fair values or carrying amounts and depreciation is no
longer recognized.  The new rules also will supercede the provisions of
Account Principles Board Opinion No. (APB) 30, "Reporting Results of
Operations - Reporting the Effects of Disposal of a Segment of Business,"
and will require the expected future operating losses from discontinued

<PAGE>
operations to be displayed in discontinued operations in the periods in
which the losses are incurred rather than as of the measurement date as
presently required by APB No. 30.  In addition, more dispositions will
qualify for discontinued operations treatment in the income statement.
SFAS No. 144 is effective as of January 1, 2002.  The adoption of this
standard is not expected to have a material effect on the Company's
financial position, results of operations or cash flows.

Startup Activities

On April 3, 1998, the Accounting Standards Executive Committee of the
AICPA issued Statement of Position 98-5 -- "Reporting on the Costs Of
Start-Up Activities (the "SOP")."  Prior to 1999, the Company capitalized
its start-up costs.  The Company adopted the provisions of the SOP in its
financial statements for the year ended December 31, 1999.  The effect of
the adoption of the SOP was to decrease income from operations in 1999 by
$224,000 net of income taxes.

<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Derivative Financial Instruments.  The Company does not hold or issue
derivative financial instruments for trading purposes.

Interest Rate Risk.  The Company is exposed to market risk from changes in
interest rates on its borrowings and investing activities.  The Company has
investments in various domestic and foreign debt securities which mature
between 2001 and 2009.  These investments had a market value of
approximately $2,900,000 at December 31, 2001.  Substantially all of these
investments are denominated in US dollars at fixed rates of interest.
Increases and decreases in prevailing interest rates generally translate to
decreases and increases in market value of those debt instruments.  Based
upon recent interest rate fluctuations, the Company does not expect that
near term changes in interest rates will materially affect the Company's
consolidated financial position, results of operations or cash flows.  In
addition, these instruments may be affected by the credit-worthiness of the
issuer, prepayment options, relative values of alternative investments,
liquidity of the instruments, and other general market conditions.  Interest
rates on lines of credit are variable, based upon prime or LIBOR rates.
Outstanding borrowings at December 31, 2001 were $1,987,000.

Foreign Currency Risks.  The Company is exposed to foreign currency exchange
rate risk.  The Company's European operations expose it to translation risk
when the local currency financial statements are translated to US Dollars
and certain of those funds are repatriated to the United States.  These
currency exchange rate fluctuations may affect comparability of revenues and
expenses from year to year.  The European operations are not significant to
the Company's consolidated operations and, therefore, do not result in any
significant exposure to the Company from foreign currency exchange rate
fluctuations.  In the normal course of business, the Company's US operations
make purchases that are denominated in foreign currency.  One of the
Company's US based operations enters into foreign currency exchange
contracts with banks in order to fix its trade payables denominated in
foreign currency.  At year-end, contracts with notional amounts totalling
$2,400,000 were outstanding.  The fair value of the Company's foreign
exchange contracts is immaterial at December 31, 2001.

Foreign Currency Securities Purchases.  From time to time, the Company
purchases securities denominated in foreign currency.  In addition to
valuation fluctuations previously described, fluctuations in the exchange
rate between US currency and the currency in which those securities are
denominated could affect the value of such holdings and the rate of return
experienced by the Company.

<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA










                AUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    PUBCO CORPORATION AND SUBSIDIARIES

                            DECEMBER 31, 2001



<PAGE>






                     REPORT OF INDEPENDENT AUDITORS




Board of Directors and Stockholders
Pubco Corporation


We have audited the accompanying consolidated balance sheets of Pubco
Corporation and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2001.
Our audits also included the financial statement schedule listed in the
index at Item 14(d).  These financial statements and schedule are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and schedule based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Pubco Corporation and subsidiaries at December 31, 2001 and
2000, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001,
in conformity with accounting principles generally accepted in the United
States.  Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.


                                       /s/ ERNST & YOUNG LLP



Cleveland, Ohio
March 28, 2002

<PAGE>
CONSOLIDATED BALANCE SHEETS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)





                                                               December 3l
                                                            2001         2000

ASSETS

CURRENT ASSETS

  Cash and cash equivalents                               $ 18,833     $  8,037
  Marketable securities and other
    investments available for sale                          14,124       20,025
  Trade receivables (less allowances of
    $1,009 in 2001 and $686 in 2000)                         6,432        6,827
  Inventories                                               10,549       12,490
  Refundable and deferred income taxes                       1,265        1,300
  Advances to Smith Corona                                   2,645            -
  Prepaid expenses and other current assets                  1,728        2,862
                                                          --------     --------
                             TOTAL CURRENT ASSETS           55,576       51,541



PROPERTY AND EQUIPMENT, NET                                  5,915        6,535



INTANGIBLE ASSETS ARISING FROM ACQUISITIONS
  (at cost less accumulated amortization of
  $1,325 in 2001 and $1,346 in 2000)                         2,713        3,333

EQUITY INVESTMENTS                                           1,054            0


OTHER NONCURRENT ASSETS                                     37,573       34,691
                                                          --------     --------
                                     TOTAL ASSETS         $102,831     $ 96,100
                                                          ========     =========







See notes to consolidated financial statements.

<PAGE>
CONSOLIDATED BALANCE SHEETS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
                                                               December 3l
                                                            2001         2000

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                        $  5,846     $  5,820
  Accrued liabilities                                        6,716        6,990
                                                          --------     --------
                             TOTAL CURRENT LIABILITIES      12,562       12,810

LONG TERM DEBT                                               5,452        2,201

DEFERRED CREDITS AND NONCURRENT LIABILITIES                 27,477       26,005

MINORITY INTERESTS                                             771          789

STOCKHOLDERS' EQUITY

  Preferred Stock:
    Preferred Stock-par value $.01; 2,000,000
      shares authorized, 70,000 shares issued
      and outstanding in 2001 and 2000 ($7,000
      aggregate liquidation preference)                          1            1
    Convertible preferred stock-par value $1;
      20,000 shares authorized, none issued
      or outstanding                                             -            -
  Common Stock:
    Common Stock-par value $.01; 5,000,000
      shares authorized; 3,062,662 issued
      and 2,972,931 outstanding in 2001
      and 3,062,462 issued and 3,012,352
      outstanding in 2000                                       30           30
    Class B Stock-par value $.01; 2,000,000
      shares authorized; 547,333 issued and
      outstanding in 2001 and 547,533 issued
      and outstanding in 2000                                    5            5
  Additional paid in capital                                31,207       31,166
  Retained earnings                                         24,613       23,622
  Accumulated other comprehensive income (loss)              1,368         (157)
                                                          --------     --------
                                                            57,224       54,667
  Treasury stock at cost, 89,731 shares
    in 2001 and 50,110 shares in 2000                         (655)        (372)
                                                          --------     --------
                            TOTAL STOCKHOLDERS' EQUITY      56,569       54,295
                                                          --------     --------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $102,831     $ 96,100
                                                          ========     ========

See notes to consolidated financial statements.

<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
<CAPTION>

                                                               Year Ended December 3l
                                                             2001        2000        1999
<S>                                                      <C>         <C>         <C>
Net sales                                                 $ 55,023    $ 59,344    $ 67,353
Cost of sales                                               38,252      39,282      45,588
                                                         ---------    --------    --------
                                        GROSS PROFIT        16,771      20,062      21,765

Selling, general and administrative expenses                17,616      16,777      19,518
Interest expense                                               176         207          95
Interest income                                             (1,831)     (2,610)     (2,213)
Loss from equity investee                                    1,685           -           -
Other (income) expense, net                                 (4,963)        470        (126)
                                                         ---------    --------    --------
                                                            12,683      14,844      17,274

    INCOME BEFORE INCOME TAXES AND MINORITY INTEREST         4,088       5,218       4,491

Provision (benefit) for income taxes                         2,137       1,818      (4,928)
                                                         ---------    --------    --------

                     INCOME BEFORE MINORITY INTEREST         1,951       3,400       9,419

Minority interest                                              (15)        (78)       (150)
                                                         ---------    --------    --------

                                          NET INCOME         1,936       3,322       9,269

Preferred stock dividend requirements                          945         875         823
                                                         ---------   ---------   ---------
         NET INCOME AVAILABLE TO COMMON STOCKHOLDERS      $    991    $  2,447    $  8,446
                                                         =========   =========   =========

                BASIC AND DILUTIVE EARNING PER SHARE      $    .28    $    .66    $   2.25
                                                         =========   =========   =========

Weighted average number of shares outstanding            3,530,913   3,700,889   3,752,066
                                                         =========   =========   =========

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
Three Years Ended December 3l, 2001
<CAPTION>
                                                                      Accumu-
                                                                      lated
                          Pre-                                        Other
                          ferred  Common  Class B  Addi-              Compre-
                          Stock   Stock   Stock    tional             hensive
                          Par     Par     Par      Paid In  Retained  Income   Treasury
                          Value   Value   Value    Capital  Earnings  (Loss)   Stock     Total
<S>                           <C>   <C>     <C>    <C>      <C>       <C>       <C>      <C>
Balance at January 1,
1999                          $ 1   $ 32    $  6   $32,180  $ 12,729   $  243   $  (12)  $45,179

  Net income for 1999                                          9,269                       9,269

  Other comprehensive
    income                                                                308                308
  Total comprehensive                                                                    -------
    income                                                                                 9,577

  Preferred Stock
    dividends paid at
    $11.75 per share                                            (823)                       (823)

Stock based compensation                                41                                    41

Purchase of Treasury Stock                                                        (80)       (80)

                              ---   ---     ---    -------  --------   -------  -----    -------
Balance at December 31,
  1999                        $ 1   $32     $ 6    $32,221  $ 21,175   $   551  $ (92)   $53,894

  Net income for 2000                                          3,322                       3,322

  Other comprehensive
    loss                                                                  (708)             (708)
  Total comprehensive                                                                    -------
    income                                                                                 2,614

  Preferred Stock
    dividends paid at
    $12.50 per share                                            (875)                       (875)

Stock based compensation                                41                                    41

Stock repurchase                     (1)     (1)    (1,096)                               (1,098)

Purchase of Treasury Stock           (1)                                         (280)      (281)

                              ---   ---     ---    -------  --------   -------  ------   -------
Balance at December 31,
  2000                        $ 1   $30     $ 5    $31,166  $ 23,622   $  (157) $ (372)  $54,295

  Net income for 2001                                          1,936                       1,936

  Other comprehensive
    income                                                              1,525              1,525
  Total comprehensive                                                                    -------
    income                                                                                 3,461

  Preferred Stock
    dividends paid at
    $13.50 per share                                           (945)                        (945)

Stock based compensation                                41                                    41

Purchase of Treasury Stock                                                        (283)     (283)

                              ---   ---     ---    -------  -------   -------  -------   -------
Balance at December 31,
  2001                        $ 1   $30     $ 5    $31,207  $24,613   $ 1,368  $   655   $56,569
                              ===   ===     ===    =======  =======   =======  =======   =======

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUBCO CORPORATION AND SUBSIDIARIES

($ in 000's except share amounts)
<TABLE>
<CAPTION>
                                                                      Year Ended December 3l
                                                                  2001        2000          1999
<S>                                                           <C>           <C>           <C>
OPERATING ACTIVITIES
  Net income                                                  $  1,936      $   3,322     $  9,269
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                              1,250          1,181        1,015
      Loss from equity investee                                  1,685              -            -
      Stock based compensation                                      41             41           41
      Deferred income taxes                                        706            890       (5,210)
      Net loss (gain) on sales of securities                     2,957            342           (7)
      Net loss (gain) on disposal of fixed assets                  593            (16)          12
      Minority interest                                            (18)            78           27
      Changes in operating assets and liabilities:
          Trade receivables                                        395          1,063           82
          Inventories                                            1,941         (1,228)         363
          Accounts payable                                          26           (157)        (141)
          Other current liabilities                               (309)          (525)        (977)
          Other, net                                               688           (946)        (663)
                                                              --------      ---------     --------
              NET CASH PROVIDED BY OPERATING ACTIVITIES         11,891          4,045        3,811

INVESTING ACTIVITIES
  Purchases of marketable securities                              (103)        (8,166)      (1,813)
  Proceeds from sales of marketable securities                   5,474          4,505        1,277
  Advances to Smith Corona                                     (15,758)             -            -
  Repayments from Smith Corona                                  12,686              -            -
  Purchase of Smith Corona Common Stock                         (2,739)             -            -
  Purchases of fixed assets                                     (1,488)        (1,515)      (1,482)
  Restricted cash received from 2001 bond issuance              (1,704)             -            -
  Proceeds from the sale of fixed assets                           479            124           80
                                                              --------      ---------     --------
             NET CASH (USED IN) INVESTING ACTIVITIES            (3,153)        (5,052)      (1,938)

FINANCING ACTIVITIES
  Proceeds from long-term debt                                  20,178         25,757       23,785
  Proceeds from industrial development bond                      3,500              -            -
  Principal payments on long-term debt                         (20,392)       (24,327)     (24,703)
  Dividends paid on preferred stock                               (945)          (875)        (823)
  Stock repurchase                                                   -         (1,098)           -
  Purchase of treasury stock                                      (283)          (280)         (80)
                                                              --------      ---------     --------
    NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES          2,058           (824)      (1,821)
                                                              --------      ---------     --------

       INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         10,796         (1,831)          52

         CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR          8,037          9,868        9,816
                                                              --------      ---------     --------
               CASH AND CASH EQUIVALENTS AT END OF YEAR       $ 18,833      $   8,037     $  9,868
                                                              ========      =========     ========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUBCO CORPORATION AND SUBSIDIARIES

December 3l, 2001
($ in 000's except share amounts)



NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The consolidated financial statements of Pubco
Corporation ("Company" or "Pubco") include the accounts of the Company and its
wholly-owned and majority-owned subsidiaries.  Intercompany balances and
transactions have been eliminated in consolidation.

The Company includes its Buckeye Business Products, Inc. division ("Buckeye"),
its Kroy LCC ("Kroy") subsidiary, and its Aspen Imaging International, Inc.
("Aspen") subsidiary which manufacture and market printer and labeling
supplies.  Additionally, Pubco owns approximately 85% of Allied Construction
Products, Inc. ("Allied"), which manufactures and distributes products for the
construction and related industries.  Pubco also owns other income producing
assets.

The Company's 49% ownership of the Common Stock of Smith Corona Corporation
was accounted for under the equity method of accounting.

Cash and Cash Equivalents:  Cash equivalents consist of all highly liquid
investments generally with a maturity of three months or less at the time of
purchase.  Cash equivalents are carried at cost, which approximates fair
value.

Marketable Securities and Other Investments:  Marketable securities and other
investments are classified as available for sale and, accordingly, are stated
at fair value, with the unrealized gains and losses reported in a separate
component of stockholders' equity.  Realized gains and losses, and declines in
value judged to be other-than-temporary, are included in "other (income)
expense, net" in the consolidated statements of income.  The cost of
securities sold is based on the specific identification method.

Inventories:  Inventories are stated at the lower of cost (first-in,
first-out) or market.

Derivatives and Hedging.  As of January 1, 2001, the Company adopted Statement
of Financial Accounting Standards No. ("SFAS") 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended.  As a result of the adoption
of SFAS 133, the Company recognizes all derivative financial instruments as
either assets or liabilities at fair value.  Derivative instruments that are
not hedges must be adjusted to fair value through net income.  Under the
provisions of SFAS 133, changes in the fair value of derivative instruments
that are cash flow hedges are recognized in other comprehensive income (loss)
until such time as the hedged items are recognized in net income.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUBCO CORPORATION AND SUBSIDIARIES

December 3l, 2001
($ in 000's except share amounts)



NOTE A--SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

In the normal course of business, the Company's construction products
subsidiary purchases components from a German supplier and from time to time,
enters into foreign currency exchange contracts with banks in order to fix its
trade payables denominated in the Deutsche Mark.  All of the Company's foreign
exchange contracts in place are designated as cash flow hedges.  The Company
had open currency exchange contracts of $2,400 and $1,300 at December 31, 2001
and December 31, 2000, respectively.  The Company's exchange contracts
generally expire within one year.

Due to the Company's limited use of derivative financial instruments, no
significant derivative assets or liabilities exist which would require
separate disclosure in the December 31, 2001 balance sheet.  Additionaly, the
effects of adopting the provisions of SFAS 133 did not have a material impact
on the Company's financial position at December 31, 2001 or the results of its
operations for the year then ended.

Financial Instruments:  The Company's financial instruments recorded on the
balance sheet include cash and cash equivalents and marketable securities,
other investments and long term debt.  Long term debt bears interest at market
rates that adjust frequently.  The carrying amount of long term debt
approximates fair value.

Long-lived Assets:  Property and equipment are recorded at cost, net of
accumulated depreciation.  Depreciation is principally computed by the
straight-line method over the following estimated useful lives: buildings, 10
to 30 years; machinery, equipment and fixtures, 5 to 10 years; and leasehold
improvements, 5 to 10 years.

Intangible assets arising from business combinations ("goodwill") represents
the excess of the purchase price over the fair value of the net assets of
acquired businesses and is being amortized by the straight-line method,
generally over 10 to 20 years.  The carrying amount of goodwill is reviewed
whenever facts and circumstances indicate the value may be impaired.  If this
review indicates that goodwill will not be recoverable, as determined based on
the estimated undiscounted cash flows of the entity, the carrying amount of
the goodwill is reduced to its fair value.

During July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets."  The requirements of SFAS No. 141 are effective for any
business combination accounted for by the purchase method that was completed
after June 30, 2001.  SFAS No. 141 eliminates the pooling-of-interests method
of accounting for business combinations except for qualifying business

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

combinations that were initiated prior to July 1, 2001.  SFAS No. 141 also
clarifies the criteria for recognition of intangible assets separately from
goodwill.  SFAS No. 142 eliminates the amorization of goodwill and
indefinite-lived intangible assets.  This Statement also requires an initial
goodwill impairment assessment in the year of adoption and annual impairment
tests thereafter.  This Statement is required to be adopted on January 1,
2002.  As of December 31, 2001, the Company had net unamortized goodwill of
$2,713,000.  Goodwill amortization in 2001 and 2002 was $214,000 and $214,000,
and will be zero in 2002.  The Company's goodwill amortization is not
deductible for tax purposes.  The Company has not yet determined the effects
SFAS No. 142 will have on its financial position or results of operations.

Impairment of long-lived assets is recognized when events or changes in
circumstances indicate that the carrying amount of the asset or related groups
of assets may not be recoverable.  Measurement of the amount of impairment may
be based on appraisal, market values of similar assets or estimated discounted
future cash flows resulting from use and ultimate disposition of the asset.

Revenue Recognition:  Revenue is recognized generally upon shipment of
products and the transfer of title to customers.

Research and Development Costs:  The Company performs research and development
on present and future products and all costs are expensed as incurred.  Total
expenditures amounted to $432, $641 and $1,322 for the years ended December
31, 2001, 2000 and 1999, respectively.

Other (Income) Expense, Net:  Other income for 2001, included the realization
of gain of approximately $9,000,000 from the settlement of patent litigation
intitiated by the Company's Kroy LLC subsidiary against Brother Industries,
Inc. and Brother International Corporation and the sale of such patents to
Brother by Kroy, net of attorney's fees, the write off of certain inventory
and equipment rendered obsolete by the settlement, and other costs and
expenses incurred during the pendency of the litigation.  Such amount was
offset by approximately $3,800,000 of realized losses on the sale of
marketable securities, real estate and equipment assets.

Earnings Per Common Share Amounts:  Earnings per common share amounts are
computed after preferred dividend requirements on the basis of the weighted
average number of shares of Common Stock outstanding.  The Company had no
dilutive securities outstanding for any periods presented.  Accordingly, basic
and diluted earnings per share are the same.

Stock Options:  The Company accounts for stock options in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and its related interpretations.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from those
estimates.

New Accounting Policies:

In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which establishes a single accounting model to
be used for long-lived assets to be disposed of.  The new rules supercede SFAS
121, "Accounting For The Impairment Of Long-Lived Assets And For Long-Lived
Assets To Be Disposed Of."  Although retaining many of the fundamental
recognition and measurement provisions of SFAS 121, the new rules
significantly change the criteria that would have to be met to classify an
asset as held-for-sale.  This distinction is important because assets to be
disposed of are stated at the lower of their fair values or carrying amounts
and depreciation is no longer recognized.  The new rules also will supercede
the provisions of APB 30, "Reporting Results of Operations-Reporting the
Effects of a Disposal of a Segment of Business," with regard to reporting the
effects of a disposal of a segement of a business and will require the
expected future operating losses from discontinued operations to be displayed
in discontinued operations in the periods in which the losses are incurred
rather than as of the measurement date as presently required by APB 30.  In
addition more dispositions will qualify for discontinued operations treatment
in the income statement.  SFAS 144 is effective as of January 1, 2002.  The
adoption of this standard is not expected to have a material effect on the
Company's financial position, results of operations or cash flows.

On April 3, 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position 98-5 -- Reporting on the Costs Of Start-Up
Activities (the "SOP").  Prior to 1999, the Company capitalized its start-up
costs.  The Company adopted the provisions of the SOP in its financial
statements for the year ended December 31, 1999.  The effect of the adoption
of the SOP was to decrease income from operations in 1999 by $224, net of
income taxes.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE B--OTHER COMPREHENSIVE INCOME

Other comprehensive income consists of the following:
<TABLE>
<CAPTION>

                                                       Year Ended December 31
                                                   2001         2000         1999
<S>                                              <C>          <C>          <C>
    Other Comprehensive (Loss) Income:
      Unrealized holding (losses) gains
        on investments available for sale
        arising during the period, net of tax    $  (334)     $  (708)     $   363
      Less reclassification adjustment
        for losses (gains) on investments
        available for sale                         1,863          215           (4)
      Pension adjustment                               -         (152)           -
      Unrealized currency translation
        adjustments arising during the period         (4)         (63)         (51)
                                                 -------      -------      -------
      Total Other Comprehensive Income (Loss)    $ 1,525      $  (708)     $   308
                                                 =======      =======      =======

    Accumulated Other Comprehensive Income (Loss):
      Unrealized holding gains on investments
        available for sale, net of tax           $ 1,658      $   129      $   622
      Pension adjustment                            (152)        (152)           -
      Cumulative translation adjustment             (138)        (134)         (71)
                                                 -------      -------      -------
      Total accumulated other comprehensive
        income (loss)                            $ 1,368      $  (157)     $   551
                                                 =======      =======      =======
</TABLE>

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE C--MARKETABLE SECURITIES

The following is a summary of available for sale securities:
<TABLE>
<CAPTION>
                                                        Gross        Gross      Estimated
                                                      Unrealized   Unrealized     Fair
                                            Cost         Gains      (Losses)      Value
<S>                                      <C>           <C>           <C>        <C>
    December 31, 2001
    US Corporate Equity Securities       $  9,048      $  2,201      $    (13)   $ 11,236
    US Corporate Debt Securities            1,979           316          (225)      2,070
    Foreign Government Debt Securities        465           353             -         818
                                         --------      --------      --------    --------
                                         $ 11,492      $  2,870      $   (238)   $ 14,124
                                         ========      ========      ========    ========
    December 31, 2000
    US Corporate Equity Securities       $ 11,690      $  1,906      $   (767)   $ 12,829
    US Corporate Debt Securities            3,952           176        (1,484)      2,644
    Foreign Government Debt Securities        550           454             -       1,004
    Foreign Corporate Debt Securities       3,628             -           (80)      3,548
                                         --------      --------      --------    --------
                                         $ 19,820      $  2,536      $ (2,331)   $ 20,025
                                         ========      ========      ========    ========
</TABLE>

The gross realized gains on sales of securities available for sale totaled
$160, $549 and $177 for 2001, 2000 and 1999, respectively.  The gross
realized losses totaled $3,117, $891 and $170 in 2001, 2000 and 1999,
respectively.

The cost and estimated fair value of debt securities at December 31, 2001,
by estimated maturity dates, are shown below.  Expected maturities may
differ from contractual maturities because the issuers of the securities
may have the right to prepay obligations without prepayment penalties.

                                                               Estimated
                                                   Cost        Fair Value

    Due after one year through five years        $    200       $    100
    Due after five years                            2,244          2,788
                                                 --------       --------
                                                 $  2,444       $  2,888
                                                 ========       ========
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE D--STOCKHOLDERS' EQUITY

On October 26, 2000, the Company's Stockholders approved a proposal to
cashout registered stockholders holding fewer than 100 shares of the
Company's stock by way of an amendment to the Company's Certificate of
Incorporation to effect a 1 for 100 reverse stock split followed by a 100
for 1 forward stock split of the Company's Common and Class B Stock.  The
transaction was effective as of November 10, 2000 and the Company is in the
process of sending cash to affected stockholders as they surrender their
respective stock certificates.  Approximately 144,500 shares of its Common
Stock and Class B Stock formerly held by approximately 8,100 stockholders
have been converted into the right to receive cash as a result of the
transaction.  On November 29, 2001, the Company's Stockholders approved a
proposal to limit record ownership of the Company's Common Stock and Class
B Stock to holders owning at least 100 shares.

The Company's Common Stock has one vote per share and Class B Stock has ten
votes per share.  Transferability of Class B Stock is restricted and,
accordingly, there is no market for Class B Stock.  However, Class B Stock
is convertible into Common Stock on a share-for-share basis.  Conversions
of Class B Stock were 200, 273 and 145 shares during 2001, 2000 and 1999,
respectively.

The Company's non-voting Preferred Stock Series A requires cumulative
annual dividends on the $100 face value per share at four percent above the
averaged base lending rate of three large commercial banks.  No dividend
may be paid on Common Stock while there is any dividend arrearage on the
Preferred Stock.  In 2001, the Company paid $945 ($13.50 per share) of
Preferred Stock Series A dividends.  The Company's Preferred Stock is
subject to redemption, in whole or in part, at the Company's option at a
redemption price equal to the face value of the Preferred Stock (and any
unpaid cumulative dividends).  As of December 31, 2001, there were no
undeclared and unpaid dividends on the Preferred Stock.

Stockholders' equity of $56,569 at December 31, 2001 includes Common and
Preferred stockholders' equity.  In order to calculate Common stockholders'
equity at December 31, 2001, the face value of the Preferred Stock ($7,000)
and any unpaid cumulative dividends on the Preferred Stock must be
subtracted from total stockholders' equity.

The 1998 Equity Incentive Plan provides for the grant of (i) incentive and
non-statutory stock options, (ii) stock bonuses, (iii) rights to purchase
restricted stock, and (iv) stock appreciation rights, to key employees,
officers and consultants of the Company and its affiliates.  The maximum
number of shares of Common Stock issuable under the Plan, as amended and
approved by the stockholders, is 320,000.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE D--STOCKHOLDERS' EQUITY-CONTINUED

In 1999, the Board granted non-statutory stock options to purchase 240,000
shares at $9.00 per share.  The options vest ratably over four years.
Sixty thousand of these stock options became exercisable during 2001.
Options for 30,000 shares were forefeited during 2001 due to terminations
of employment.  No other stock options were expired or exercised during
2001.  Therefore, options for 210,000 shares remain outstanding.

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its incentive
plan.  During 2001, 2000 and 1999, compensation cost of approximately $41
has been recognized for 220,000 shares issued under the Company's fixed
option plan because the exercise price on the date of grant was below the
market price of the Company's stock on that date.  Had the compensation
cost for the stock options granted been determined based upon the fair
value at the grant date, consistent with the fair value method of FASB
Statement 123 "Accounting for Stock-Based Compensation," the Company's net
earnings and earnings per share would have been reduced by $166 ($.05 per
share) in 2001, $166 ($.04 per share) in 2000, and $151 ($.04 per share) in
1999.  The weighted-average estimated fair value of stock options granted
per share was $4.46 for 1999.  The estimated fair value of the stock
options at the grant date was determined using the Black-Scholes Option
Pricing Model using an assumed risk-free interest rate of 4.7%, stock price
volatility of 5.3% and a weighted average expected life of four years.


NOTE E--RETIREMENT PLANS

The Company maintains two discretionary non-qualified profit sharing plans
to provide retirement benefits for certain of its key employees.  The plan
assets are segregated, and are included in Other Noncurrent Assets.  The
offsetting liabilities associated with these plans are included in Other
Liabilities.

The Company maintains a 401(k) plan for its printer supplies business and
its corporate employees.  The construction products business also maintains
a 401(k) plan.  The Company partially matches employee deferrals under
these plans.  Expenses under these various plans aggregated approximately
$420, $384 and $453 for the years ended December 3l, 2001, 2000 and l999,
respectively.

The Company makes contributions to a collectively-bargained, multiemployer
defined benefit pension plan.  The Company contributed and charged to
expense $49, $48 and $79 for the years ended December 3l, 2001, 2000 and
1999, respectively, for the plan.  These contributions are determined in
accordance with the provisions of a negotiated labor contract and generally

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE E--RETIREMENT PLANS-CONTINUED

are based on the amount of wages earned.  Information as to the Company's
portion of the accumulated plan benefits, plan net assets and unfunded
vested benefits, if any, is not determinable.  In the event of a withdrawal
from the plan, the Company may be subject to a withdrawal liability under
the provisions of the Multiemployer Pension Plan Amendments Act of 1980.
Management does not intend to take any action that would subject the
Company to any such liability under the plan.

The Company maintains a noncontributory defined benefit pension plan
covering employees who are under a collective bargaining agreement and
sponsors a pension plan for terminated employees of a former operation of a
predecessor company.  The excess actuarial present value of accumulated
plan benefits over net assets available for benefits under these plans was
approximately $515, $498 and $363 at December 31, 2001, 2000 and 1999,
respectively, which have been reflected in the accompanying balance
sheets.  Expenses under these plans were approximately $64, $81 and $70 for
2001, 2000 and 1999, respectively.

Since 1986, the Company's President has deferred his salary under the terms
of deferred compensation plans established for his benefit.  As
compensation is earned by him, it is paid by the Company to deferred
compensation trusts and included in selling, general and administrative
expenses.  Amounts are being distributed to him by the trusts in accordance
with the terms of the deferred compensation plans.  The securities included
in these trusts are classified as trading and, accordingly, are stated at
fair value.  Unrealized gains (losses) included in the results of
operations were $1,541, $(1,026) and $1,549 for the years ended December
31, 2001, 2000 and 1999, respectively.  Realized and unrealized gains and
losses, interest, dividends and plan expenses are reflected in other
expense (income), net, and total $1,881, $749 and $2,485 for the years
ended December 31, 2001, 2000 and 1999, respectively.  There is no
resulting effect on net income, because these amounts are matched exactly
by adjustments to deferred compensation expense, which are also included in
other expense (income), net.

The Company provides life insurance benefits and/or contributes to the cost
of medical insurance for certain retired salaried and commission basis
employees.  The accumulated postretirement benefit obligation and related
expense recorded for each year are not material to the balance sheet or the
results of operations.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE F--FINANCING ARRANGEMENTS

The Company has a $10,000 revolving credit facility at LIBOR plus 1.5% or
the lending bank's prime rate ("Prime"), at the Company's option, expiring
in 2003, with no outstanding borrowings at December 31, 2001.  However,
Letters of Credit issued under this facility aggregating approximately
$2,628 were outstanding at December 31, 2001.  The Company has a $3,000
revolving credit facility for its contruction products business at LIBOR
plus 1.5%, or Prime, at the Company's option, expiring in 2003, with $1,987
outstanding at a weighted average interest rate of 3.82% at December 31,
2001.

On August 23, 2001, the Company entered into a loan agreement with Cuyahoga
County, Ohio pursuant to which the Company borrowed $3,500 to purchase
equipment and make improvements and renovations to the Company's leased
facilities.  The proceeds received are restricted for those purposes and at
December 31, 2001, the Company had restricted cash funds of $1,704.  The
borrowing was funded by the County's sale of variable rate demand
industrial development revenue bonds issued for this purpose.  The
Company's obligations are backed by a $3,607 letter of credit issued by the
Company's bank.  The bonds will mature August 1, 2013.  Principal will be
repaid $35 in 2002, $215 in 2003, $260 in 2004, $340 in 2005, $340 in 2006
and $2,310 thereafter through 2013.  At December 31, 2001, $3,465 of this
borrowing has been classified as long term.


Total interest payments by the Company were $165, $208 and $98 for the
years ended December 31, 2001, 2000 and 1999, respectively.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE G--OTHER INFORMATION

                                                  December 31
                                             2001             2000

Inventories:
  Raw materials and supplies               $  6,292         $  6,747
  Work in process                               872              609
  Finished goods                              4,729            6,114
                                           --------         --------
                                             11,893           13,470

  Less inventory reserves                    (1,344)            (980)
                                           --------         --------
                                           $ 10,549         $ 12,490
                                           ========         ========
Property and equipment:
  Land and buildings                       $  1,475         $  1,475
  Machinery, equipment and fixtures          11,548           12,133
  Leasehold improvements                      2,943            2,934
  Construction in progress                      520              260
                                           --------         --------
                                             16,486           16,802
  Less accumulated depreciation and
    amortization                            (10,571)         (10,267)
                                           --------         --------
                                           $  5,915         $  6,535
                                           ========         ========
Other noncurrent assets:
  Assets held for deferred compensation    $ 24,520         $ 22,665
  Deferred income tax assets                  8,394            8,900
  Restricted cash proceeds from
    2001 Bond issuance                        1,704                -
  Other                                       2,955            3,126
                                           --------         --------
                                           $ 37,573         $ 34,691
                                           ========         ========
Accrued liabilities:
  Payroll and other employee benefits      $  2,201         $  1,800
  Accrued taxes                                 439              730
  Other                                       4,076            4,460
                                           --------         --------
                                           $  6,716         $  6,990
                                           ========         ========
Deferred credits and non-current
   liabilities:
  Deferred compensation liability          $ 24,520         $ 22,665
  Other                                       2,957            3,340
                                           --------         --------
                                           $ 27,477         $ 26,005
                                           ========         ========

Under current accounting rules, assets of the deferred compensation trusts
must be accounted for as if they are assets of the Company although the assets
are not available for general corporate use by the Company and could only be
available to creditors of the Company in the event of the Company's bankruptcy.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE H--INCOME TAXES

Pubco and its consolidated subsidiaries file a consolidated federal income tax
return.  The provision (benefit) for income taxes consists of the following
components:

                                               Year Ended December 3l
                                            2001          2000         1999
Current:

   Federal                               $ 1,419       $   870      $   200

   State and local                            12            58           82
                                         -------       -------      -------
                                           1,431           928          282

Deferred provision (benefit)                 706           890       (5,210)
                                         -------       -------      -------
                                         $ 2,137       $ 1,818      $(4,928)
                                         =======       =======      =======

Income taxes paid by the Company were $2,498, $928 and $282 for the years
ended December 31, 2001, 2000 and 1999, respectively.

A reconciliation of the statutory federal income tax rate to the effective
rate is as follows:

                                                Year Ended December 3l
                                            2001          2000          1999

Statutory federal rate                      34.0%         34.0%         34.0%
State and local tax, net of
  federal tax benefit                        3.3            .7           1.2
Reduction of valuation allowance
  for deferred tax assets                      -             -        (158.1)
Equity in net losses of investee            14.0             -            -
Other                                        1.0            .1          13.2
                                            ----          ----         -----
                                            52.3%         34.8%       (109.7%)
                                            ====          ====         =====

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities, for financial
reporting purposes, and the amounts used for income tax purposes.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES



NOTE H--INCOME TAXES--CONTINUED

Significant components of the Company's federal and state deferred tax assets
and liabilities are as follows:


                                                    2001              2000
    Deferred tax assets:
      Net operating loss carryforwards            $    100          $    200
      Deferred compensation                          8,000             8,100
      Other                                          2,400             2,600
                                                  --------          --------
        Total deferred tax assets                   10,500            10,900
    Deferred tax liabilities:
      Tax over book depreciation                       500               600
      Unrealized appreciation of
        marketable securities                        1,000               100
      Other                                            300                 -
                                                  --------          --------
          Total deferred tax liabilities             1,800               700
                                                  --------          --------
    Net deferred tax assets                       $  8,700          $ 10,200
                                                  ========          ========

SFAS No. 109, "Accounting for Income Taxes," requires that deferred tax assets
be reduced by a valuation allowance if it is more likely than not that some
portion or all of the deferred tax assets will not be realized.  In 1999, the
Company determined that the valuation allowance was no longer necessary based
upon the Company's history of prior earnings and its expectations that the
deferred tax assets will more likely than not be realized.  The realization of
a significant portion of the deferred tax assets will occur over an extended
period of time.

The Company has $3,800 of state net operating loss carryforwards at December
31, 2001.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE I--LEASING ARRANGEMENTS

Pubco and certain of its subsidiaries are parties to separate leasing
arrangements for office and factory space in a building owned and operated by
a partnership that is controlled by the majority stockholder of the Company.
The Company's printer supplies business and construction products business
conduct substantially all of their business activities from this building.
Pubco has its corporate offices at this building.  The leases expire in 2004.
The leases require annual payments aggregating $549.  Rent expense associated
with these leases was $549 for each of the years ended December 31, 2001, 2000
and 1999.

The Company and its subsidiaries lease certain facilities and equipment under
non-cancellable operating leases for periods ranging from 1 to 10 years.
Total rental expense under all operating leases is summarized below:


                                             Year Ended December 31
                                        2001          2000          1999


   Minimum rentals                   $   982       $   977       $   967
   Sublease rental income                (81)          (88)          (67)
                                     -------       -------       -------
                                     $   901       $   889       $   900
                                     =======       =======       =======

At December 3l, 2001, future commitments under non-cancellable operating
leases are as follows:

                                    Operating
                                      Leases

       2002                          $   868
       2003                              685
       2004                              380
       2005                               97
       2006                               65
       Thereafter                          -
                                     -------
                                     $ 2,095
                                     =======

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES


NOTE J--INDUSTRY SEGMENT INFORMATION

Summarized industry segment information is as follows:
<TABLE>
<CAPTION>
                                                   Printer    Construction
                                                   Supplies   Products
                                                   Business   Business       Corporate   Consolidated
<S>                                                <C>          <C>           <C>          <C>
2001
----
Net sales                                          $ 34,395     $ 20,628      $      -     $ 55,023
Trade receivables                                     3,909        2,523             -        6,432
Income before income taxes and minority interest     11,488          204        (7,604)       4,088
Total assets                                         16,473        9,099        77,259      102,831
Capital expenditures                                    895           33           560        1,488
Depreciation and amortization                           602          212           436        1,250

2000
----
Net sales                                          $ 35,688     $ 23,656      $      -     $ 59,344
Trade receivables                                     4,524        2,303             -        6,827
Income before income taxes and minority interest      3,647          926           645        5,218
Total assets                                         18,568        9,970        67,562       96,100
Capital expenditures                                  1,298          130            87        1,515
Depreciation and amortization                           702          223           256        1,181

1999
----
Net sales                                          $ 39,617     $ 27,736      $      -     $ 67,353
Trade receivables                                     4,944        2,936            10        7,890
Income (loss) before income taxes
   and minority interest                              2,687        1,871           (67)       4,491
Total assets                                         17,499       10,016        66,915       94,430
Capital expenditures                                  1,253          184            45        1,482
Depreciation and amortization                           530          235           250        1,015
</TABLE>

The Company's operations are classified into two reportable business segments.
The Company's two reporting business segments are managed separately based
upon fundamental differences in their operations.

The Company has a subsidiary, included in the printer supplies segment, which
sells labeling supplies in Europe and contributes approximately 8% to the
Company's consolidated net sales and represents approximately 1% of the
Company's consolidated assets.  Total long-lived assets of this subsidiary are
not material.

Corporate includes the equity method investment in the Common Stock of Smith
Corona, other income producing assets, certain amounts related to the
previously discontinued segments and amounts held for deferred compensation
arrangements.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE K--SUMMARY SMITH CORONA INFORMATION (UNAUDITED)


On March 30, 2001, the Company completed its previously announced investment
in Smith Corona Corporation, a marketer and distributor of typewriters and
typewriter supplies, which had filed for protection under Chapter 11 of the
U.S. Bankruptcy Code on May 23, 2000.  The Company's approximately $2,700
investment funded Smith Corona's plan of reorganization.  The Company received
49% of the newly issued stock of reorganized Smith Corona and existing
creditors of Smith Corona received the other 51%.  In January, 2002, the
Company transferred its printer supplies business to Smith Corona for
additional newly issued common stock of Smith Corona bringing the Company's
holdings to approximately 94% of the outstanding Smith Corona Common Stock.

Summarized information with respect to Smith Corona is as follows:


       At December 31, 2001

       Current Assets          $5,818
       Noncurrent Assets        1,968
       Current Liabilities      4,964
       Noncurrent Liabilities     671



       Nine months ended December 31, 2001

       Net Sales               $8,198
       Gross Profit             2,811
       Net Loss                (3,438)


Net loss includes a write down of goodwill based upon independent valuations
of Smith Corona.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
PUBCO CORPORATION AND SUBSIDIARIES




NOTE L--QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The Company's unaudited quarterly results of operations in 2001 and 2000
are set forth below.

                                                     2001
                                    1st         2nd         3rd         4th
                                  Quarter     Quarter     Quarter     Quarter

Net sales                         $ 15,420    $ 14,467    $ 13,549    $ 11,587
                                  ========    ========    ========    ========
Gross profit                      $  4,897    $  4,870    $  4,603    $  2,401
                                  ========    ========    ========    =======
Net income (loss)                 $    940    $  3,383    $    697    $ (3,084)
                                  ========    ========    ========    =======
Income (loss) available to
  Common Stockholders             $    704    $  3,146    $    461    $ (3,320)
                                  ========    ========    ========    =======
Basic and diluted earnings
  (loss) per common share         $    .20    $    .89    $    .13    $   (.94)
                                  ========    ========    ========    =======

                                                      2000
                                     1st         2nd         3rd         4th
                                   Quarter     Quarter     Quarter     Quarter

Net sales                         $ 15,939    $ 16,249    $ 14,688    $ 12,468
                                  ========    ========    ========    ========
Gross profit                      $  5,216    $  5,745    $  5,216    $  3,885
                                  ========    ========    ========    ========
Net income (loss)                 $  1,185    $  1,268    $  1,043    $   (174)
                                  ========    ========    ========    ========
Income (loss) available to
  Common Stockholders             $    966    $  1,049    $    825    $   (393)
                                  ========    ========    ========    ========
Basic and diluted earnings
  (loss) per common share         $    .26    $    .28    $    .22    $   (.10)
                                  ========    ========    ========    ========


<PAGE>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.


                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers

    Glenn E. Corlett, age 58, Director since February, 1997, has been
Dean of the Business School at Ohio University since July 1, 1997.
Between November, 1996 and June 30, 1997, Mr. Corlett was an independent
business consultant.  Mr. Corlett is also a director of Rocky Shoes &
Boots, Inc. and Frederick Brewing Co.

    William A. Dillingham, age 58, Director, has been President of the
Company's printer supplies business for more than the past five years.
Mr. Dillingham was appointed a Director of the Company in December, 1997.

    Jack Howard, age 40, Director since 1999, has been a principal of
Mutual Securities, Inc., a NASD registered Broker/Dealer for more than
the past five years.  Mr. Howard is a Director of Gateway Industries,
Inc., Web Financial Corporation, Castelle, and US Diagnostic, Inc.

    Harold L. Inlow, age 68, Director, is an independent business
consultant who consulted for the Company between 1995 and 1999.  Mr.
Inlow was President of the Company's former retail subsidiary prior to
1995.  Mr. Inlow was appointed a Director of the Company in December,
1997.

    Stephen R. Kalette, age 51, has been a Director of Pubco since
December, 1983 and has been an executive officer of Pubco since April,
1984.  Mr. Kalette currently serves as its Vice President,
Administration, General Counsel and Secretary.

    Robert H. Kanner, age 54, has been a Director and executive officer
of Pubco since December, 1983.  Mr. Kanner currently serves as its
Chairman, President and Chief Executive Officer.  Mr. Kanner is also a
director of Prime Retail, Inc. and of Wilshire Financial Services Group,
Inc.

    Leo L. Matthews, age 62, has been President of the Company's
construction products business since it was acquired in March, 1993.

    Maria Szubski, age 42, has been the Chief Financial Officer of the
Company since June 30, 1999.  Between January 1, 1995 and that date, Ms.
Szubski served as the Company's controller.

<PAGE>
Family Relationships

    There are no family relationships between any Director and executive
officer of Pubco.

Board of Directors

    The Board of Directors establishes broad corporate policies which are
carried out by the officers of Pubco who are responsible for day-to-day
operations.  In 2001, the Board held 2 meetings and took action by
unanimous written consent on 4  other occasions.  No Director was absent
during the year from any of the meetings of the Board of Directors or of
any of the committees of the Board on which he served.

Committees of the Board of Directors

    Pubco has a standing Audit Committee.  The Audit Committee consists
of Mr. Corlett, Mr. Howard and Mr. Inlow.  The Audit Committee (i)
reviews the internal controls of Pubco and its financial reporting; (ii)
meets with the Chief Financial Officer and such other officers as it,
from time to time, deems necessary; (iii) meets with Pubco's independent
public auditors and reviews the scope and results of auditing procedures,
the degree of such auditors' independence, audit and non-audit fees
charged by such auditors, and the adequacy of the Company's internal
accounting controls; and (iv) recommends to the Board the appointment of
the independent auditors.  The audit Committee met once in 2001 and held
telephone conferences on two other occasions.

<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

<TABLE>
     The following table discloses compensation paid or accrued, during each of the Company's last three
fiscal years, to the Company's Chief Executive Officer and to its other executive officers.
<CAPTION>

                                                                 Long-Term Compensation
                                  Annual Compensation                Awards        Payouts
      Name and                                  Other Annual  Restricted            LTIP     All Other
      Principal                        Bonus    Compensation  Stock       Options  Payouts  Compensation
      Position        Year  Salary($)    ($)         ($)       Awards ($)    (#)     ($)         ($)

<S>
Robert H. Kanner(1)   <C>   <C>        <C>       <C>           <C>       <C>       <C>      <C>
     Chairman, CEO,   2001  $262,500      ---    $105,121(2)       ---       ---      ---   $155,465(3,4,5)
     President        2000   362,314      ---      95,499          ---       ---      ---    146,108
                      1999   525,000      ---      85,631          ---       ---      ---    173,092


Stephen R. Kalette
     VP-Admin.,       2001  $330,000      ---     $30,453(6)       ---       ---      ---   $ 26,493(4,5)
     General Counsel  2000   330,000      ---      29,921          ---       ---      ---     31,790
     & Secretary      1999   330,000      ---      28,844          ---    20,000      ---     32,494


William A. Dillingham(7)
     President of     2001  $450,000      ---     $14,429(7)       ---       ---      ---   $ 25,000(5,8)
     Printer Supplies 2000   380,277      ---      10,714          ---       ---      ---     25,000
     Business         1999   450,000      ---       9.189          ---   100,000      ---     25,000


Leo L. Matthews(9)
     President of     2001  $140,000   $  ---     $ 6,779(10)      ---       ---      ---   $  8,400(11)
     Allied           2000   140,000      ---       6,861          ---       ---      ---     12,342
                      1999   133,789     96,396     7,431          ---       ---      ---     10,816

Maria Szubski
     Chief Financial  2001  $160,000        ---   $ 4,916(12)      ---       ---      ---   $ 12,610(4,5)
     Officer          2000   160,000        ---     3,137          ---       ---      ---     15,007
                      1999   137,812        ---     3,418          ---    10,000      ---     13,095




<PAGE>
<FN>
(1)      Mr. Kanner deferred his entire salary for each of the years reported under the terms
         of deferred compensation plans established for his benefit.  The amounts reported
         for each year are the amounts deferred for that year.  As compensation is earned by
         Mr. Kanner, it is paid by the Company to deferred compensation trusts.  These
         amounts are being distributed to Mr. Kanner by the trusts in accordance with the
         terms of the deferred compensation plans.

(2)      Of the amount shown in the table, $101,627 in 2001, $90,879 in 2000 and $81,087 in
         1999 represents the premiums on life insurance paid for by the Company on Mr.
         Kanner's life, and for which the Company is not a beneficiary; and $3,494 in 2001,
         $4,620 in 2000 and $4,544 in 1999 represents the cost of providing Mr. Kanner with
         use of an automobile during the year.

(3)      Of the amount reflected, $109,900 in 2001, $114,000 in 2000 and $118,500 in 1999
         represents a payment by the Company toward the premium on split dollar life
         insurance on Mr. Kanner's life and for which the Company is not the beneficiary.
         The amounts will be repaid to the Company out of the death proceeds from such policy.

(4)      In 1988, the Company adopted a non-qualified plan to provide retirement benefits for
         executive officers and other key employees.  The plan provides benefits upon
         retirement, death or disability of the participant and benefits are subject to a
         restrictive vesting schedule.  $44,565 in 2001, $31,108 in 2000 and $53,592 in 1999
         of the amounts shown in the table for Mr. Kanner and $25,493 in 2001, $30,790 in
         2000 and $31,494 in 1999 of the amounts shown in the table for Mr. Kalette and
         $11,610 in 2001, $14,007 in 2000 and $12,095 in 1999 of the amounts shown in the
         table for Ms. Szubski are amounts contributed to such plan for the benefit of such
         executive officers with respect to the years noted.  Vesting of benefits under the
         plan is phased in over 20 years and only a portion of the amount contributed for
         each year has fully vested.

(5)      In 1997, the Company adopted a 401-K plan to provide retirement benefits for
         employees of Pubco and the Company's printer supplies business, including officers.
         Participating employees make voluntary contributions to the Plan, a portion of which
         the Company matches.  Of the amounts shown in the 2001, 2000 and 1999 tables for Mr.
         Kalette, Mr. Kanner and Ms. Szubski, $1,000 was contributed by Pubco to such plan.
         Of the amount shown in the 2001, 2000 and 1999 tables for Mr. Dillingham, $1,000 was
         contributed by Buckeye to such plan.  Vesting of benefits under the plan is phased
         in over five years.

(6)      Of the amount shown in the table, $26,501 in 2001, $25,329 in 2000 and $24,124 in
         1999 represents the premiums on life insurance paid for by the Company on Mr.
         Kalette's life, and for which the Company is not a beneficiary; and $3,480 in 2001,
         $4,105 in 2000 and $4,251 in 1999 represents the cost of providing Mr. Kalette with
         use of an automobile during the year.

(7)      All of the amounts shown as paid to or for Mr. Dillingham were paid by the Company's
         printer supplies business.  Of the amount shown in the table, $6,315 in 2001, $5,625
         in 2000 and $4,995 in 1999 represents the premiums on life insurance paid for by the
         Company's printer supplies business on Mr. Dillingham's life, and for which it is
         not a beneficiary; and $8,114 in 2001, $5,089 in 2000 and $4,194 in 1999 represents
         the cost of providing Mr. Dillingham with use of an automobile during the year.

<PAGE>

(8)      In 1988, the Company's printer supplies business adopted a non-qualified plan to
         provide retirement benefits for executive officers and other key employees.  The
         plan provides benefits upon retirement, death or disability of the participant and
         benefits are subject to arestrictive vesting schedule.  Of the amount shown in the
         table for Mr. Dillingham, $24,000 in 2001, $24,000 in 2000 and $24,000 in 1999 was
         contributed to such plan for the benefit of such executive officer with respect to
         each of the years noted.  Vesting of benefits under the plan is phased in over 20
         years and only a portion of the amount contributed for each year has fully vested.

(9)      All of the amounts shown as paid to or for Mr. Matthews were paid by the Company's
         construction products business.  Mr. Matthews has an employment agreement with such
         business providing for a minimum $130,000 per year base salary; a share of Allied's
         earnings in excess of its operating plan earnings, if any, and discretionary bonuses.

(10)     Of the amount shown in the table, $1,760 in 2001, $1,663 in 2000 and $2,126 in 1999
         represents the premiums on life insurance paid for by the construction products
         business on Mr. Matthew's life, and for which it is not a beneficiary; and $5,019 in
         2001, $5,198 in 2000 and $5,305 in 1999 represents the cost of providing Mr.
         Matthews with use of an automobile during that year.

(11)     In 1993, the Company's construction products business adopted a 401-K plan (with a
         profit sharing component) to provide retirement benefits for its employees,
         including officers.  Participating employees make voluntary contributions to the
         Plan, a portion of which such business matches.   All of the amount shown in the
         table for Mr. Matthews was contributed by Allied to such plan.  Vesting of benefits
         under the plan is phased in over three years.

(12)     Of the amount shown in the table, $750 in 2001 represents the premiums on life
         insurance paid for by the Company on Ms. Szubski's life, and for which the Company
         is not a beneficiary; and $4,166 in 2001 and the entire amount shown in 2000 and
         1999 represents the cost of providing Ms. Szubski with use of an automobile during
         the year.
</FN>
</TABLE>

1998 Equity Incentive Plan

    In July, 1998, the Board of Directors adopted the Company's 1998
Equity Incentive Plan, subject to approval by the Company's stockholders
which was obtained at the Annual Meeting of Stockholders held on
September 14, 1998.  The Plan provides for the grant of (i) incentive and
non-statutory stock options, (ii) stock bonuses, (iii) rights to purchase
restricted stock, and (iv) stock appreciation rights, to key employees,
officers and consultants of the Company and its affiliates.  The maximum
number of shares of Common Stock issuable under the Plan, as amended and
approved by the stockholders, is 320,000.  In 1999, the Board granted
non-statutory stock options to purchase 240,000 shares at $9.00 per
share.  The options vest ratably over four years.  Sixty thousand of
these stock options became exercisable during 2001.  Options for 30,000
shares were forefeited during 2001 due to terminations of employment.  No
other stock options were expired or exercised during 2001.  Therefore
options for 210,000 shares remain outstanding.


<PAGE>
AGGREGATE OPTIONS EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

                                               Number of
                                               Securities     Value of
                                               Underlying     Unexercised
                                               Unexercised   In-The-Money
                                               Options At     Options At
                         Shares                Fiscal Year-   Fiscal Year
                        Acquired     Value     End    (#)     End    ($)
                           On       Realized   Exercisable/   Exercisable/
        Name            Exercise #     $      Unexercisable  Unexercisable

Robert H. Kanner                --        --             --             --

Stephen R. Kalette              --        --  10,000/10,000            0/0

William A. Dillingham           --        --  50,000/50,000            0/0

Leo R. Matthews                 --        --             --             --

Maria Szubski                   --        --   5,000/ 5,000            0/0

As of January 21, 2002, an additional 25% of the total options shown in
the table for each individual became exercisable.  The remaining options
become exercisable over the next year.

Unless covered by an employment agreement with the Company, officers
serve for one year terms or until their respective successors are duly
elected and qualified.

Compensation of Directors

    The Company pays its outside Directors an annual fee of $15,000,
payable monthly.  The Company also reimburses its Directors for any
expense reasonably incurred while performing services for the Company.
Directors who are employees of the Company or otherwise receive
compensation from the Company do not receive any fee for acting as
Directors of the Company.


      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    As Directors of the Company, Mr. Kanner and Mr. Kalette participate
in Board of Directors' deliberations and decisions concerning executive
officer compensation.  Mr. Kanner and Mr. Kalette are executive officers
of the Company.

<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of March 1, 2002 (i) the number of
shares of Pubco's stock owned, directly or indirectly, by each Director
and executive officer of the Company and by all Directors and officers as
a group, and (ii) the number of shares of Pubco's stock held by each
person who was known by Pubco to beneficially own more than 5% of Pubco's
stock:
<TABLE>
<CAPTION>
                               Common Stock                    Class B Stock         Aggregate
                      Amount and Nature               Amount and Nature              Percent of
                        of Beneficial    Percent of     of Beneficial    Percent of    Voting
Name of Holder        Ownership(1)(2)(5)  Class(5)    Ownership (1)(2)     Class      Power(5)
<S>                       <C>             <C>             <C>               <C>        <C>
Glenn E. Corlett                  --         --                  --           --         --
Jack Howard                   10,967          *                  --           --          *
Harold L. Inlow                   --         --                  --           --         --
Stephen R. Kalette(5)         15,166          *              13,759          2.5        1.8
Robert H. Kanner(3)        2,066,894       69.6             514,044         93.9       85.4
William A. Dillingham(5)      78,725        2.6                  --           --          *
Leo L. Matthews(4)                --         --                  --           --         --
Maria Szubski(5)               7,500          *                  --           --          *
  3830 Kelley Avenue
  Cleveland, OH 44114

All Directors and
  officers as a group      2,194,352       71.2             527,803         96.4       87.3
  (9 persons)(3)(5)

FMR Corp. (6)
  82 Devonshire Street
  Boston, MA 02109           319,500       10.8                  --           --        3.8

<FN>
* indicates less than 1%.
</FN>
</TABLE>

(1) Except as set forth below, each owner has sole voting and investment
    power with respect to the shares beneficially owned by him.

(2) Class B Stock is convertible into Common Stock on a share for share
    basis.  Therefore, ownership of Class B Stock may also be deemed to
    be beneficial ownership of the same number of shares of Common Stock.

(3) Does not include 800 shares of Common Stock owned by Mr. Kanner as
    custodian for his children, as to which shares he disclaims
    beneficial ownership.

(4) Mr. Matthews owns approximately 3.6% of the Common Stock of Allied.

(5) Includes for each respective person and the group, the following
    number of shares of Common Stock which may be acquired within 60 days
    on exercise of stock options: Kalette - 15,000, Dillingham - 75,000,
    Szubski -  7,500, all officers and directors as a group -  112,500.

<PAGE>
(6) Information concerning FMR Corp. is based upon disclosure contained
    in a Schedule 13G/A filed with the SEC on February 15, 2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The Company leases a general purpose 312,000 square foot building in
Cleveland, Ohio (the "Building") on a triple net basis.  The premises are
used for executive and administrative facilities, the manufacturing and
administrative operations of the Company's printer supplies business and
the manufacturing and administrative operations of the Company's
construction products business.  Pubco subleases a portion of the
Building to an unrelated party.  The annual rental for the Building is
approximately $548,700.  The Partnership that owns the Building is 80%
owned and controlled by Mr. Kanner.  Mr. Dillingham, Mr. Kalette and five
other individuals have a minority interest in the Partnership.


<PAGE>
                                PART IV

ITEM l4.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

    (a)   l.  List of Financial Statements
                                                         Page Number

          Consolidated Balance Sheets at
          December 3l, 2001 and 2000........................   17

          Consolidated Statements of Income
          for each of the three years in the
          period ended December 3l, 2001....................   19

          Consolidated Statements of Stockholders'
          Equity for each of the three years in
          the period ended December 3l, 2001................   20

          Consolidated Statements of Cash Flows
          for each of the three years in the
          period ended December 3l, 2001....................   21

          Notes to Consolidated Financial Statements........   22


          2.  List of Financial Statement Schedules

          Schedule II - Valuation and Qualifying
          Accounts..........................................   S-1

          All other schedules for which provision is made in the
          applicable accounting regulations of the Securities and
          Exchange Commission are not required under the related
          instructions or are inapplicable and therefore have been
          omitted.

          3.  List of Exhibits

          Exhibit
            No.                        Description

          10.37         Credit Facility and Security Agreement dated
                        October 23, 2001 between Allied Construction
                        Products, Inc. and National City Bank.

          10.38         First Amendment to Credit Agreement dated January
                        3, 2002, between Allied Contruction Products, LLC
                        (successor by merger to Allied Construction
                        Products, Inc.) and National City Bank.

          10.39         Credit Agreement dated August 6, 2001 between
                        Pubco Corporation and National City Bank.

<PAGE>
          10.40         Project Note dated as of August 1, 2001 from
                        Pubco Corporation to National City Bank.

          21            Subsidiaries of the Registrant.

    The following exhibits were previously filed with the Commission as
    indicated in the bracketed [] references and are hereby incorporated
    by reference.

        Exhibit
          No.                          Description


          3.1           Certificate of Incorporation of Pubco, as amended
                        [Form 10-K for year ended December 31, 1987,
                        Exhibit 3.1 and Information Statement dated June
                        27, 1990 for August 14, 1990 Annual Meeting of
                        Stockholders, Appendix I, Exhibit 3.1 and
                        Information Statement dated September 25, 2000
                        for October 26, 2000 Annual Meeting of
                        Stockholders, Exhibit A, and Information
                        Statement dated November 8, 2001 for November 29,
                        2001 Annual Meeting of Stockholders, Exhibit B].

          3.2           By-Laws of Pubco, as amended [Form 10-K for year
                        ended December 31, 1986, Exhibit 3.2(a)].

          10.33         Pubco Corporation 1998 Equity Incentive Plan.
                        [Information Statement for September 14, 1998
                        Annual Meeting of Stockholders, Appendix A]

    (b)  Reports on Form 8-K Filed during Fourth Quarter

          None

<PAGE>
SIGNATURES


    Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                  PUBCO CORPORATION


                                  By:  /s/ Robert H. Kanner
                                     ----------------------------------
                                     Robert H. Kanner,
                                     Chairman of the Board, President,
                                     Chief Executive Officer


                                  By:  /s/ Maria Szubski
                                     ----------------------------------
                                     Maria Szubski
                                     Chief Financial Officer

Date:  March   , 2002


    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by  the following persons on behalf of
the Registrant, on the date indicated above:


                                       /s/ Robert H. Kanner
                                     ----------------------------------
                                     Robert H. Kanner, Director


                                       /s/ Stephen R. Kalette
                                     ----------------------------------
                                     Stephen R. Kalette, Director


                                       /s/ Glenn E. Corlett
                                     ----------------------------------
                                     Glenn E. Corlett, Director


                                       /s/ William A. Dillingham
                                     ----------------------------------
                                     William A. Dillingham, Director


                                       /s/ Jack Howard
                                     ----------------------------------
                                     Jack Howard, Director


                                       /s/ Harold L. Inlow
                                     ----------------------------------
                                     Harold L. Inlow, Director


<PAGE>



                               PUBCO CORPORATION
                                AND SUBSIDIARIES
                                   Item 14(d)
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                                    (000's)

<TABLE>
<CAPTION>
     Column A                        Column B            Column C            Column D        Column E
                                    Balance at          Additions                           Balance at
                                    Beginning           Charged to:                           End of
    Description                     of Period           Cost/Expense        Deductions        Period

<S>                                   <C>                  <C>              <C>              <C>
Allowance for doubtful
  accounts-trade receivables

Year ended December 31, 2001             686               $  472           $  149 (A)       $1,009


Year ended December 31, 2000          $  772               $  204           $  290 (A)       $  686


Year ended December 31, 1999          $  848               $  106           $  182 (A)       $  772


<FN>
(A)  Net bad-debt writeoffs.
</FN>
</TABLE>














                                      S-1


<PAGE>
                             EXHIBIT INDEX

    Exhibit
      No.                             Description

    3.1            Certificate of Incorporation of Pubco, as amended
                   [Form 10-K for year ended December 31, 1987, Exhibit
                   3.1 and Information Statement dated June 27, 1990 for
                   August 14, 1990 Annual Meeting of Stockholders,
                   Appendix I].

    3.2            By-Laws of Pubco, as amended [Form 10-K for year ended
                   December 31, 1986, Exhibit 3.2(a)].

    10.33          Pubco Corporation 1998 Equity Incentive Plan.
                   [Information Statement for September 14, 1998 Annual
                   Meeting of Stockholders, Appendix A]

    10.37          Credit Facility and Security Agreement dated October
                   23, 2001 between Allied Construction Products, Inc.
                   and National City Bank.

    10.38          First Amendment to Credit Agreement dated January 3,
                   2002, between Allied Contruction Products, LLC
                   (successor in interest by merger to Allied
                   Construction Products, Inc.) and National City Bank.

    10.39          Credit Agreement dated August 6, 2001 between Pubco
                   Corporation and National City Bank.

    10.40          Project Note dated as of August 1, 2001 issued by
                   Pubco Corporation to National City Bank.

    21             Subsidiaries of the Registrant.




                                                             EXHIBIT 21




                            PUBCO CORPORATION

                      Subsidiaries of the Registrant






    At March 1, 2002, the Company directly or indirectly owns 94% of the
capital stock of the following significant subsidiaries:


            Subsidiaries                       State of Incorporation

    Smith Corona Corporation                          Delaware

    Kroy LLC                                          Nevada

    Buckeye Business Products, Inc.
      Division of Kroy LLC                            Nevada



    The Company directly owns 85% of the capital stock of the following
significant subsidiaries:


            Subsidiaries                       State of Incorporation

Allied Construction Products, LLC                     Nevada



<PAGE>
                                                       EXHIBIT 10.37








               CREDIT FACILITY AND SECURITY AGREEMENT
                               between
                         NATIONAL CITY BANK
                                 and
                 ALLIED CONSTRUCTION PRODUCTS, INC.
                                  .
                          October  23, 2001

               CREDIT FACILITY AND SECURITY AGREEMENT

On this 23rd  day of October, 2001, Borrower and Bank (as such terms
are hereinafter defined), in consideration of the premises and the
covenants and agreements contained herein, hereby mutually agree as
follows:

WHEREAS, Borrower desires certain credit facilities for working
capital and other general corporate purposes;

     WHEREAS, Bank is willing to make such credit facilities
available to Borrower, upon the terms and conditions hereinafter set
forth.

NOW, THEREFORE, in consideration of the mutual promises contained
herein and other valuable consideration and with the intent to be
legally bound hereby, the parties hereto agree as follows:

1.   DEFINITIONS.

1.1  General.  Any accounting term used but not specifically defined
herein shall be construed in accordance with GAAP.  The definition
of each agreement, document and instrument set forth in Section 1.2
hereof shall be deemed to mean and include such agreement, document
or instrument as amended restated or modified from time to time.

1.2  Defined Terms.  As used in this Agreement:

     "Account" means (a) any account, and (b) any right to payment
     for Goods sold or leased or for services rendered which is not
     evidenced by Chattel Paper or an Instrument, whether or not it
     has been earned by performance.

     "Account Debtor" means the Person who is obligated on an
     Account Receivable.

     "Account Receivable" means:

          (a)  any account receivable, Account, Chattel Paper, Contract Right,
          Document, General Intangible or Instrument owned, acquired, or
          received by a Person,

          (b)  any other indebtedness owed to or receivable owned, acquired or
          received by a Person of whatever kind and however evidenced, and

          (c)  any right, title, and interest in a Person's Goods which were
          sold, leased, or furnished by that Person and gave rise to either
          (a) or (b) above, or both of them.  This includes, without
          limitation:

            (i)  any right of stoppage in transit of a person's sold, leased, or
          furnished Goods,

            (ii) Goods, and any right to reclaim a Person's sold, leased, or
          furnished Goods, and

            (iii) any right a Person has in such sold, leased, or furnished
           Goods that have been returned to or repossessed by that Person.

     "Adjusted Debt" means Total Liabilities less Subordinated Debt.

     "Advance" means an extension of credit made by Bank to
     Borrower, subject to the provisions, terms, and conditions of
     Section 2.1 of this Agreement.

     "Agreement" means this Credit Facility and Security Agreement
     between Borrower and Bank, and includes any amendment, renewal,
     restatement, extension or substitution of or for such
     agreement.

     "Applicable Interest Rate" means the interest rate in effect
     from time to time hereunder equal to the sum of the percentage
     per annum (ientified in below basis points) plus either the
     prime Rate or the LIBOR Rate, at Borrower's option, computed in
     accordance with the following schedule:

     Ratio of Adjusted Debt to   Prime Rate +          LIBOR Rate +
     Tangible Net Worth

     > 1.5 to 1.0 (level 1)        0 bps               200bps
     < 1.5 to 1.0 (level 2)        0 bps               150bps

     the applicable level of the ratio of Adjusted Debt to Tangible
     Net Worth shall be calculated on a quarterly basis and shall
     not be otherwise adjusted during the year.  The initial
     applicable level of the foregoing ratio shall be level 2.
     Quarterly adjustments to the Applicable Interest Rate shall be
     effective fifteen (15) days after Bank's receipt of Borrower's
     quarterly financial statements.

     "Applicable Reference Rate" shall have the meaning provided for
     in Section 2.2(b) of this Agreement.

     "Bank" means National City Bank, a national banking association
     whose principal office is located at 1900 East Ninth Street,
     Cleveland, Ohio  44114.

     "Bankruptcy Code" shall have the meaning provided for in
     Section 11 of this Agreement.

     "Borrower" means Allied Construction Products, Inc., a
     corporation incorporated under the laws of the State of
     Delaware.

     "Borrower's Certificate" means a certificate in form and
     substance acceptable to Bank.

     "Borrower's Location" means the location of:

          (a)  its place of business, if there is only one such place of
          business,

     or

          (b)  if there is more than one such place of business, the place (i)
          from which it manages the main part of its business operations and
          (ii) where persons dealing with it would normally look for credit
          information.

     "Borrowing Base" means an amount not in excess of the sum of
     the following:

          (a)  up to seventy-five percent (75%) of the amount due and owing on
          Eligible Accounts Receivable; plus

          (b)  seventy-five percent (75%) of the amount due and owing on the
          sum of Eligible Notes Receivable and Eligible Dating Receivables;
          plus

          (c)  fifty percent (50%) of the cost on a first-in, first-out
          inventory cost basis or market value (whichever is lower) of (i)
          Borrower's Eligible Parts Inventory during the preceeding month; and
          (ii) Borrower's Eligible Finished Goods Inventory and (iii) provided
          that advances against such inventory shall not exceed two million
          dollars ($2,000,000) in the aggregate, less

               (d)  Ineligible FFC Receivables in the form of an
               availability block against the Borrowing Base for
               such amount, less

               (e)    any outstanding Letters of Credit.

     "Business Day" means a day of the year on which banks are not
     required or authorized to close in Cleveland, Ohio.

     "Cash Collateral Account" means a commercial Deposit Account
     designated "cash collateral account" and maintained by Borrower
     with Bank, without liability by Bank to pay interest thereon,
     from which account Bank shall have the exclusive right to
     withdraw funds until all Obligations are paid, performed,
     satisfied, enforced and observed in full, and with respect to
     which account Bank shall have a first security interest.

     "Cash Flow" means, during any period, the net income of
     Borrower on a first-in first-out inventory cost basis for such
     period after provision for all taxes or tax distributions
     required to be made by Borrower, including, but not limited to,
     tax on net income or based on net income (excluding the effect
     of any extraordinary gains or losses from sales, exchanges and
     other dispositions of property not in the ordinary course of
     business plus depreciation and amortization and all other
     proper non-cash expenses charged to current earnings and taken
     into account in the determination of such net income after
     taxes and all interest expense, all of the foregoing as
     determined in conformity with GAAP.

     "Cash Flow Coverage Ratio" means the ratio of Cash Flow to the
     sum of (a) all required principal and interest payments in
     respect of the Obligations (excluding payments made with
     respect to the Revolving Credit Loan), (b) any required
     principal and interest payments by Borrower in respect of any
     Funded Indebtedness including the current portion of any
     capital leases, (c) any capital expenditures made by Borrower,
     (d) any dividends declared and paid by Borrower, (e) any
     amounts paid by Borrower to repurchase any of its capital
     stock, (f) any payments of principal and interest made on
     Subordinated Debt, and (g) all other interest expense, all of
     the foregoing as determined in conformity with GAAP.

     "Cash Security" means all cash, Deposit Accounts, Instruments
     and other cash equivalents, whether matured or unmatured,
     whether collected or in the process of collection, upon which
     Borrower presently has or may hereafter have any claim, that
     are presently or may hereafter be existing or maintained with,
     issued by, drawn upon or in the possession of Bank.

     "Chattel Paper" means (a) any chattel paper and (b) any writing
     or writings which evidence both a monetary obligation and a
     security interest in or a lease of Goods.  If a transaction is
     evidenced both by such an agreement for security or a lease and
     by an Instrument or a series of Instruments, the group of
     writings taken together constitutes Chattel Paper.

     "Closing" means the execution and delivery of this Agreement
     which execution and delivery shall occur at the offices of  the
     Bank on  October 10, 2001 or such later date as is mutually
     agreeable to the parties hereto.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral" means, collectively:

          (a)  all Accounts Receivable, whether now owned or hereafter
          acquired or received by Borrower,

          (b)  all Inventory, whether now owned or hereafter acquired by
          Borrower,

          (c)  all Equipment, whether now owned or hereafter acquired by
          Borrower,

          (d)  all funds on deposit in the Cash Collateral Account,

          (e)  all Cash Security,

          (f)  all Contract Rights, Chattel Paper, Documents and General
          Intangibles, whether now owned or hereafter acquired by Borrower,

          (g)  the Vehicles,

          (h)  all of the Proceeds, products, profits, and rents of Borrower's
          Accounts Receivable, Inventory, Equipment, Vehicles, Cash Security,
          Cash Collateral Account, Contract Rights, Chattel Paper, Marks,
          Patents, Documents and General Intangibles,

          (i)   Intentionally left blank,

          (j)  intentionally left blank,

          (k)  all leases,

          (l)  all Marks, and

          (m)  all Patents.

     "Contract Right" means (a) any contract right and (b) any right
     to payment under a contract not yet earned by performance and
     not evidenced by an Instrument or Chattel Paper.

     "Control" means the possession, directly or indirectly, of the
     power to direct or cause the direction of the management and
     policies of a Person, whether through the ownership of voting
     securities, by contract or otherwise.

     "Controlled Group" means a Borrower and each Person required to
     be aggregated with such Borrower under Code Sections 414(b),
     (c), (m) or (0).

     "Default Rate" shall have the meaning provided for in Section
     2.4(a) of this Agreement.

     "Deposit Account" means (a) any deposit account and (b) any
     demand, time, savings, passbook or similar account maintained
     with a bank, savings and loan association, credit union or
     similar organization, other than an account evidenced by a
     certificate of deposit.

     "Document" means (a) any document, (b) any document of title,
     including a bill of lading, dock warrant, dock receipt,
     warehouse receipt or order for the delivery of Goods, and any
     other document which in the regular course of business or
     financing is treated as adequately evidencing that the Person
     in possession of it is entitled to receive, hold and dispose of
     the document and the Goods it covers and (c) any receipt
     covering Goods stored under a statute requiring a bond against
     withdrawal or requiting a license for the issuance of receipts
     in the nature of warehouse receipts even though issued by a
     Person who is the owner of the Goods and is not a warehouseman.

     "Eligible Accounts Receivable" means an Account Receivable
     which, at all times until it is collected in full, continuously
     meets the following requirements:

          (a)  the amount which is not subject to any claim for credit,
          allowance or adjustment by the Account Debtor or the amount of any
          set-off, contra or counterclaim,

          (b)  arose in the ordinary course of Borrower's business from the
          performance (fully completed) of services or bona fide sale of Goods
          which have been shipped to the Account Debtor, and not more than
          ninety (90) days past due, provided that accounts that are a part of
          the Borrower's dating program which allows terms of 100 days and/or
          120 days, such accounts may not be more than  thirty (30) days past
          due,

          (c)  no notice of the Financial Impairment of the Account Debtor has
          been received by Borrower,

          (d)  is not subject to any Lien, other than Permitted Liens except
          that granted to or in favor of Bank,

          (e)  Account Debtor has not rejected, returned, revoked acceptance
          of, or refused to accept any of the Goods which are the subject of
          the Account Receivable via a credit memo, whether or not such credit
          memo has been accepted and/or applied by Borrower,

          (f)  Borrower has not received any Instrument or Chattel Paper with
          respect to or in payment of the Account Receivable,

          (g)  Bank has not determined that the Account Receivable is
          unsatisfactory in any respect in accordance with its reasonable
          credit judgment,

          (h)  With respect to a forgeign Account Debtor whose receivable is
          supported by a letter of credit acceptable to the Borrower and the
          Bank and  with respect to which Account Debtor is a resident or
          citizen of the United States of America, and its territories, and is
          subject to service of legal process in the United States of America,
          and its territories and with respect to which Account Debtor is a
          resident or citizen of Canada so long as Bank has a valid first
          priority security interest in such receivables,

          (i)  with respect to which Account Debtor is not a governmental
          authority or agency,

          (j)  with respect to which Account Debtor is not a Related Party or
          a director, officer, employee or agent of Borrower or a Related
          Party,

          (k)  with respect to which Account Debtor, if such Account Debtor
          owes other Accounts Receivable to Borrower, more than ninety (90)
          days have elapsed since the performance (fully completed) of
          services or the sale of Goods with respect to not more than twenty-
          five percent (25%) of the aggregate of such Accounts Receivable, and

          (l)  is not service charges, interest and/or ancillary fees
          generated from Accounts Receivable.

     "Eligible Finished Goods Inventory" means Inventory held for
     sale by Borrower which has an inventory turnover of greater
     than one (1) time per year based upon a rolling twelve month
     calculation (for purposes of such calculation, Borrower will
     divide on a unit basis, sales units generated during the prior
     twelve (12) months divided by the number of units on hand at
     the time of such calculation) plus inventory that has been
     purchased from Krupp, rental inventory (not to exceed $250,000
     in the aggregate including Eligible Parts Inventory) and  demo
     inventory (not to exceed $250,000 in the aggregate incuding
     Eligible Parts Inventory)  and that meets all of the following
     specifications:

          (a)  it is owned by Borrower free of all tax liens and other liens,
          encumbrances and security interests except Permitted Liens, and Bank
          has a perfected first priority security interest in the Inventory;

          (b)  no financing statement except financing statements for
          Permitted Liens is on file covering the Inventory or the products or
          proceeds of the Inventory except for Bank's financing statement;

          (c)  if it is represented or covered by documents of title, Borrower
          is the owner of the documents free of all tax liens and other liens,
          encumbrances and security interests except Permitted Liens;

          (d)  it is stored at one of the locations set forth in Section 4.18
          of this Agreement or other premises owned by Pubco Corporation and
          leased to Borrower, and is in possession and control of Borrower or
          is a part of a demo or rental pool of inventory.  If it is not demo
          or rental inventory but is inventory located on leased premises,
          Bank has received or will receive an acceptable landlord's waiver of
          rights with respect to such Inventory;

          (e)  it has not, in Bank's judgment, been materially reduced in
          value by reason of age, obsolescence or other factors and it is not
          returned used goods; and

          (f)  Bank has not determined that such Inventory is unsatisfactory
          in any respect in accordance with its reasonable credit judgment.

     "Eligible Parts Inventory" means Inventory (Inventory other
     than supplies, scrap metal and other raw materials) held for
     sale by Borrower which has an inventory turnover of greater
     than one time per year based on a rolling twelve month
     calculation (for purposes of such calculation, Borrower will
     divide on a unit basis, sales units generated during the prior
     twelve (12) months divided by the number of units on hand at
     the time of such calculation) plus inventory that has been
     purchased from Krupp, rental inventory (not to exceed $250,000
     in the aggregate including Eligible Finished Goods Inventory)
     and  demo inventory (not to exceed $250,000 in the aggretaed
     including Eligible Finished Goods Inventory) and that meets all
     of the following specifications:

          (a)  it is owned by Borrower free of all tax liens and other liens,
          encumbrances and security interests except Permitted Liens, and Bank
          has a perfected first priority security interest in the Inventory;

          (b)  no financing statement, except for financing statements for
          Permitted Liens, is on file covering the Inventory or the products
          or proceeds of the Inventory except for Bank's financing statement;

          (c)  if it is represented or covered by documents of title, Borrower
          is the owner of the documents free of all tax liens and other liens,
          encumbrances and security interests except Permitted Liens;

          (d)  it is stored at one of the locations set forth in Section 4.18
          of this Agreement or other premises owned by Pubco Corporation and
          leased to Borrower, and is in possession and control of Borrower or
          is a part of a consigment or rental pool of inventory.  If it is not
          rental or demo inventory but is inventory located on leased
          premises, Bank has received or will receive an acceptable landlord's
          waiver of rights with respect to such Inventory;

          (e)  it has not, in Bank's judgment, been materially reduced in
          value by reason of age, obsolescence or other factors and it is not
          returned used goods;

          (f)  Bank has not determined that such Inventory is unsatisfactory
          in any respect in accordance with its reasonable credit judgment.

     "Eligible Dating Receivables" means those Accounts Receivable
     (other than Notes Receivable") which have special dating terms
     and are due within 120 days from invoice or shipment date.  If
     payment on such Account Receivable is not received within
     thirty (30) days of its original due date, such dating
     receivable in its entirety shall no longer be deemed an
     "Eligible Dating Receivable."

     "Eligible Notes Receivable" means Notes Receivable, not to
     exceed  eight hundred thousand dollars ($800,000) in the
     aggregate, each with a maturity not to exceed  nine (9) months
     or less from invoice or shipment date with payments made on a
     monthly basis and which are being paid current and are not in
     default.  If any payment on such Note Receivable is not
     received within thirty (30) days of its original due date, such
     Note Receivable in its entirety shall no longer be deemed an
     "Eligible Note Receivable."

     "Environmental Claim" means any notice of violation, claim,
     demand, abatement order or other order or direction
     (conditional or otherwise) by any governmental authority or any
     Person for any damage, including, without limitation, personal
     injury (including sickness, disease or death), tangible or
     intangible property damage, contribution, indemnity, indirect
     or consequential damages, damage to the environment, nuisance,
     pollution, contamination or other adverse effects on the
     environment, or for fines, penalties or restrictions, resulting
     from or based upon (a) the existence of a Release (whether
     sudden or non-sudden or accidental or non-accidental), of, or
     exposure to, any Hazardous Materials, in, into or onto the
     environment at, in, by, from or related to any facility, (b)
     the use, handling, transportation, storage, treatment or
     disposal of Hazardous Materials in connection with the
     operation of any facility, or (c) the violation, or alleged
     violation, of any Environmental Law or any governmental
     authorizations relating to environmental matters in connection
     with a Borrower's facilities.

     "Environmental Laws" means all statutes, ordinances, orders,
     rules and regulations relating to (a) environmental matters,
     including, without limitation, those relating to fines, orders,
     injunctions, penalties, damages, contribution, cost recovery
     compensation, losses or injuries resulting from the Release or
     threatened Release of Hazardous Materials, (b) the generation,
     use, storage, transportation, 'or disposal of Hazardous
     Materials or (c) occupational safety and health, industrial
     hygiene, land use or the protection of human, plant or animal
     health or welfare, in any manner applicable to a Borrower or
     any of its properties, inducing, without limitation, the
     Comprehensive Environmental Response, Compensation, and
     Liability Act (42 U.S.C. 9601 et seq.), the Hazardous
     Materials Transportation Act (49 U.S.C. 1801 et seq.), the
     Resource Conservation and Recovery Act (42 U.S.C. 6901 et
     seq.), the Federal Water Pollution Control Act (33 U.S.C.
     1251 et seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the
     Toxic Substances Control Act (15 U.S.C. 2601 et seq.), the
     Occupational Safety and Health Act (29 U.S.C. 651 et seq.) and
     the Emergency Planning and Community Right-to-Know Act (42
     U.S.C. 11001 et seq.), as amended or supplemented, and any
     analogous local, state, provincial and federal statutes and
     regulations promulgated pursuant thereto, each as in effect as
     of the date of determination.

          "Equipment" means:

         (a)  any equipment, including, without limitation, machinery, office
         furniture and furnishings, computer equipment and software, tools,
         dies, jigs and molds,

         (b)  all Goods that are used or bought for use primarily in a
         Person's business,

         (c)  all Goods that are not consumer goods, farm products or
         Inventory, and

         (d)  all substitutes or replacements for, and all parts,
         accessories, additions, attachments or accessions to (a) through (c)
         above.

     "ERISA" means the Employee Retirement Income Security Act of
     1974, as amended from time to time.

     "ERISA Event" means:

          (a)  the existence of any condition or event with respect to an
          ERISA Plan which presents a risk of the imposition of excise tax or
          any other liability on Borrower or of the imposition of a Lien on
          the assets of Borrower (except for potential withdrawal liability
          (but not actual withdrawal liability) to a Multiemployer Plan of a
          Controlled Group member other than Borrower),

          (b)  a Controlled Group member has engaged in a non-exempt
          "prohibited transaction" (as defined under ERISA Section 406 or Code
          Section 4975) or a breach of a fiduciary duty under ERISA which
          could result in a material  liability to Borrower,

          (c)  a Controlled Group member has applied for a waiver from the
          minimum funding requirements of Code Section 412 or ERISA Section
          302 or a Controlled Group member is required to provide security
          under Code Section 401(a)(29) or ERISA Section 307,

          (d)  a "reportable event" (as defined under ERISA Section 4043) has
          occurred with respect to any of Borrower's Pension Plans as to which
          notice is required to be provided to the PBGC,

          (e)  a Controlled Group member has withdrawn from a Multiemployer
          Plan in a "complete withdrawal" or a "partial withdrawal" (as such
          terms are defined in ERISA Sections 4203 and 4205, respectively),

          (f)  a Multiemployer Plan of Borrower is in or is likely to be in
          reorganization under ERISA Section 4241,

          (g)  an ERISA Plan (and any related trust), other than a
          Multiemployer Plan, which is intended to be qualified under Code
          Sections 401 and 501 fails to be so qualified or any "cash or
          deferred arrangement" under any such ERISA Plan fails to meet the
          requirements of Code Section 401(k),


          (h)  a claim, action, suit, audit or investigation is pending or
          threatened with respect to an ERISA Plan, other than a Multiemployer
          Plan the effect of which would be materially adverse to Borrower, or


          Notwithstanding the foregoing, unless such ERISA Event
          shall be sufficiently material to cause an ERISA Event at
          the Pubco Corporation level, such ERISA Event shall not be
          deemed an Event of Default hereunder.

     "ERISA Plan" means an "employee benefit plan" (within the
     meaning of ERISA Section 3(3)) that a Controlled Group member
     at any time sponsors, maintains, contributes to, has liability
     with respect to or has an obligation to contribute to.

          "Event of Default" means the occurrence of any of the
     events set forth in Section 10 of this Agreement.

     "Excess Cash Flow" means, during any period, the Cash Flow for
     such period, less payments of current portions of Funded
     Indebtedness, capitalized expenditures permitted under Section
     6.11 of this Agreement which are not financed or leased,
     payments on capitalized leases and treasury transactions, all
     of the foregoing as determined in conformity with GAAP.

     "FDIC Assessment Rate" means the gross annual assessment rate
     (rounded upwards, if necessary, to the next higher 1/16 of 1%)
     actually incurred to the Federal Deposit Insurance Corporation
     (or any successor) by Bank for insurance on deposits in United
     States dollars at Bank's main office;

     "Federal Funds Rate" means a fluctuating interest rate per
     annum, as in effect at the time in question, that is the rate
     determined by Bank to be the opening Federal Funds Rate per
     annum paid or payable by it on the day in question in its
     regional federal funds market for overnight borrowings from
     other banking institutions;

     "FFC" means Financial Federal Credit, Inc..

     "Financial Impairment" means the distressed economic condition
     of a Person manifested by any one or more of the following
     events:

          (a)  the adjudicated bankruptcy or insolvency of the Person,

          (b)  the Person ceases, is unable or admits in writing its inability
          to make timely payment upon the Person's debts, obligations or
          liabilities as they mature or come due,

          (c)  assignment by the Person for the benefit of creditors,

          (d)  voluntary institution by the Person or consent granted by the
          Person to the involuntary institution, whether by petition,
          complaint, application, default, answer (including, without
          limitation, an answer or any other permissible or required
          responsive pleading admitting (i) the jurisdiction of the forum or
          (ii) any material allegation of the petition, complaint, application
          or other writing to which such answer serves as a responsive
          pleading), or otherwise of any bankruptcy, insolvency,
          reorganization, arrangement, readjustment of debt, dissolution,
          liquidation, receivership, trusteeship or similar proceeding
          pursuant to or purporting to be pursuant to any bankruptcy,
          insolvency, reorganization, arrangement, readjustment of debt,
          dissolution, liquidation, receivership, trusteeship or similar law
          of any jurisdiction,

          (e)  voluntary application by the Person for or consent granted by
          the Person to the involuntary appointment of any receiver, trustee
          or similar officer (i) for the Person or (ii) of or for all or any
          substantial part of the Person's property,

          (f)  entry, without the Person's application, approval or consent,
          of any order that is not dismissed, stayed or discharged within
          sixty (60) days from its entry, which is pursuant to or purporting
          to be pursuant to any bankruptcy, insolvency, reorganization,
          arrangement, readjustment of debt, dissolution, liquidation,
          receivership, trusteeship or similar law of any jurisdiction (i)
          approving an involuntary petition seeking any arrangement of the
          Person's creditors, (ii) approving an involuntary petition seeking
          reorganization of the Person or (iii) appointing any receiver,
          trustee or similar officer (A) for the Person or (B) of or for all
          or any substantial part of the Person's property,

          (g)  any judgment, writ, warrant of attachment, execution or similar
          process is issued or levied against all or any substantial part of
          the Person's property and such judgment, writ, warrant of
          attachment, execution or similar process is not released, vacated or
          fully bonded within thirty (30) days after its issue or levy.

     "Funded Indebtedness" means Indebtedness of the Person in
     question which matures or which (including each renewal or
     extension, if any, in whole or in part) remains unpaid for more
     than twelve (12) months after the date originally incurred and
     includes (a) any Indebtedness (regardless of its maturity) if
     it is renewable or refundable in whole or in part solely at the
     option of that person or entity (in the absence of default) to
     a date more than one year after the date of determination, (b)
     any guaranty of Funded Indebtedness owing by another person and
     (c) any Funded Indebtedness secured by a security interest,
     mortgage or other lien encumbering any property owned or being
     acquired by the Person in question even if the full faith and
     credit of that person or entity is not pledged to the payment
     thereof

     "GAAP" means generally accepted accounting principles as then
     in effect, which shall include, but not be limited to, the
     official interpretations thereof by the Financial Accounting
     Standards Board and its predecessors and successors,
     consistently applied.

     "General Intangible" means (a) any general intangible, (b) any
     personal property (including things in action) other than
     Goods, Accounts, Contract Rights, Chattel Paper, Documents,
     Instruments and money, (c) any and all patents, copyrights,
     trademarks, which shall include, but not be limited to, those
     listed on Schedule 4.28 attached hereto and (d) customer and/or
     dealer lists of Borrower, which have heretofore been delivered
     to Bank.

     "Goods" means (a) any goods and (b) all things which are
     movable at the time the security interest granted Bank under
     this Agreement attaches or which are fixtures but does not
     include money, Accounts, Chattel Paper, Contract Rights,
     Documents, General Intangibles and Instruments.

          "Governmental Authority" shall have the meaning provided
     for in Section 12 of this Agreement.

          "Hazardous Materials" means (a) any chemical, material or
     substance defined as or included in the definition of
     "hazardous substances," "hazardous wastes," "hazardous
     materials," "extremely hazardous waste," "restricted hazardous
     waste," or "toxic substances" or any other formulations
     intended to define, list or classify substances by reason of
     deleterious properties such as igniteability, corrositivity,
     carcinogenicity, toxicity, reproductive toxicity, "TCLP"
     toxicity or "EP" toxicity or words of similar import under any
     applicable Environmental Laws or publications promulgated
     pursuant thereto, (b) any oil, petroleum or petroleum derived
     substance, any drilling fluids, produced waters and other
     wastes associated with the exploration, development or
     production of crude oil, (c) any flammable substances or
     explosives or any radioactive materials, (d) asbestos in any
     form which is or, if not maintained, could become friable,
     electrical equipment which contains any oil or dielectric fluid
     containing levels of polychlorinated biphenyls in excess of
     fifty parts per million or (e) any other chemical, material or
     substance, exposure to which is prohibited, limited or
     regulated by any governmental authority or may or could pose a
     hazard to the health and safety of the owners, occupants or
     Persons in the vicinity of the facilities.

     "Indebtedness" means, with respect to any Person, (a) any
     liability of such Person (i) for borrowed money or (ii)
     evidenced by a note, debenture or similar instrument (including
     a purchase money obligation) whether issued in connection with
     the acquisition of any property, assets (other than inventory
     or similar property acquired in the ordinary course of
     business), securities, or otherwise, except to the extent that
     any such liability constitutes a trade payable; (b) capitalized
     lease obligations of such Person; (c) any guarantee of, or lien
     on such Person's assets as a result of or to secure, any
     liability of others described in the preceding clauses (a) or
     (b); and (d) any amendment, renewal, extension or refunding of
     any liability of the types referred to in clauses (a), (b) and
     (c) above.

     "Ineligible FFC Receivable" means an Account Receivable or Note
     Receivable of FFC acquired from Borrower in connection with the
     Dealer Financing Program that is sixty-one (61) or more days
     past due with respect to payment.

     "Instrument" means:

          (a)  any instrument, whether negotiable or nonnegotiable (including,
          without limitation, drafts, checks, acceptances, certificates of
          deposit and notes),

          (b)  any security and

          (c)  any other writing which:

               (i)  evidences a right to the payment of money,

               (ii) is not itself a security agreement or lease and

               (iii) is of a type which in the ordinary course of business is
               transferred by delivery with any necessary endorsement or
               assignment.

          "Inventory" means:

          (a)  any inventory, including, without limitation, equipment
          manufactured by each Borrower or held for sale or lease, new
          accessories, parts and supplies,

          (b)  all Goods that are raw materials,

          (c)  all Goods that are work in process,

          (d)  all Goods that are materials used or consumed in the ordinary
          course of a Person's business,

          (e)  all Goods, including finished goods, that are, in the ordinary
          course of a Person's business, held for sale or lease or furnished
          or to be furnished under contracts of service, and

          (f)  all substitutes and replacements for, and parts, accessories,
          additions, attachments or accessions to (a) through (e) above.
          Inventory shall be valued at the lower of actual cost or market,
          calculated on a first-in, first-out basis.

     "Liabilities" shall have the meaning provided for in Section 12
     of this Agreement.

     "LIBOR Interest Period" means, with respect to any LIBOR Loan,
     the period commencing on the date such Loan is made, continued
     or converted and ending on the last day of such period as
     selected by Borrwer, and thereafter, each subsequent period
     commencing on the last day of of the immediately preceeding
     Interest Period and ending on the last day of such period as
     selected by Borrower.  The duration of each LIBOR Interest
     period shall be one (1) month, two (2) months or three (3)
     months, in each case as the Borrower may select.

     "LIBOR Rate" means the rate per annum (rounded upwards, if
     necessary, to the next higher 1/16 of 1%), as determined by
     Bank which equals the average rate per annum at which deposits
     in United States dollars are offered for deposits of the
     maturity and amount in question, at 11:00 A.M. London time (or
     as soon thereafter as practicable) two Banking Days prior to
     the first day of the Contract Period in question, to Bank by
     prime banking institutions in any Eurodollar market reasonably
     selected by Bank.

     "LIBOR Loan"  means an Advance at bears interest at the LIBOR
     Rate.

     "LIBOR Reserve Requirements"  means, for any LIBOR Interest
     Rate Period for any LIBOR Loan, the maximum reserves (whether
     basic, supplemental, marginal emergency or otherwise)
     prescribed by the Boad of Govenors of the Federal Reserve
     System ( or any successor) with respect to liabilities or
     assets consisting of or including "Eurocurrency liabilities"
     (as defined in Regulation D of the Board of Govenors of the
     Federal Reserve System) having a term equal to such LIBOR
     Interest Period.

     "Lien" means any mortgage, security interest, lien charge,
     encumbrance, pledge, deposit or conditional sale or other title
     retention agreement with respect to any property or asset.

     "Loan" or "Loans" means the credit to Borrower extended by Bank
     in accordance with this Agreement.

     "Loan Account" means an account maintained by Bank on its
     books, which will evidence all Loans, accrued interest thereon,
     other amounts due Bank with respect to such Loans and all
     payments thereof by Borrower.

     "Loan Documents" means this Agreement, the Note, the Security
     Instrument(s), the Mortgage and any other documents relating
     thereto.

     "Lock Box Agreement" shall have the meaning provided for in
     Section 5.14 of this Agreement.

     "Marks" shall mean all trademarks and service marks (registered
     or unregistered), all registrations, recordings and
     applications made, filed or recorded in the United States
     Patent and Trademark Office or any similar office or agency of
     any other governmental authority for trademarks or service
     marks, all other trademarks, trade names, fictitious business
     names, business names, company names, corporate names, business
     identifiers, trade styles, trade dress, service marks, logos or
     designs, and all other property or rights of similar nature,
     all renewals, reissues and extensions of any of the foregoing,
     the goodwill of Borrower's business symbolized by any of the
     foregoing, all licenses and license agreements with respect to
     any of the foregoing, and all Proceeds of and rights associated
     with any of the foregoing (including but not limited to all
     license royalties and all claims of right or priority of use,
     causes of action and rights to collect damages now or hereafter
     existing by reason of any past, present or future infringement
     or dilution of any of the foregoing or injury to the associated
     goodwill).

     "Multiemployer Plan" means a Pension Plan that is subject to
     the requirements of Subtitle E of Title IV of ERISA.

     "Net Worth" means, as at any date of determination, the sum of
     total assets of Borrower, on a first-in, first-out inventory
     cost basis, minus Total Liabilities, all of the foregoing as
     determined on a consolidated basis in conformity with GAAP.

     "Note"  means the Revolving Credit Note.

     "Notes Receivable" means an Account Receivable that is
     evidenced by an Instrument or Chattel Paper.

     "Obligations" means any of the following obligations, whether
     direct or indirect, absolute or contingent, secured or
     unsecured, matured or unmatured, originally contracted with
     Bank or another Person, and now or hereafter owing to or
     acquired in any manner partially or totally by Bank or in which
     Bank may have acquired a participation, contracted by any
     Borrower alone or jointly or severally with another Person:

          (a)  any and all indebtedness, obligations, liabilities, contracts,
          indentures, agreements, warranties, covenants, guaranties,
          representations, provisions, terms and conditions of whatever kind,
          now existing or hereafter arising, and however evidenced, that are
          now or hereafter owed, incurred or executed by Borrower to, in favor
          of or with Bank (including, without limitation, those as are set
          forth or contained in, referred to in, evidenced by or executed with
          reference to this Agreement, the Loan Account, any promissory notes,
          letter of credit agreements, advance agreements, indemnity
          agreements, guaranties, lines of credit, mortgage deeds, security
          agreements, assignments, pledge agreements, hypothecation
          agreements, Instruments and acceptance financing, agreements) and
          including any partial or total extension, restatement, renewal,
          amendment and substitution thereof or therefor;

          (b)  any and all claims of whatever kind of Bank against Borrower,
          now existing or hereafter arising including, without limitation, any
          arising out of or in any way connected with warranties made by any
          Borrower to Bank in connection with any Instrument deposited with or
          purchased by Bank; and

          (c)  any and all of Bank's Related Expenses.

     "Operating Account" means a Deposit Account with Bank
     designated as such by Borrower to Bank.

     "Organization" means a corporation, government or government
     subdivision or agency, business trust, estate, trust,
     partnership, association, two or more Persons having a joint or
     common interest and any other legal or commercial entity.



     "Patents" shall mean all patents, all registrations, recordings
     and applications made, filed or recorded in the United States
     Patent and Trademark Office or any similar office or agency of
     any other governmental authority for patents, and all other
     property or rights of similar nature, all renewals, reissues
     and extensions of any of the foregoing; all licenses and
     license agreements with respect to any of the foregoing, and
     all Proceeds of and rights associated with any of the foregoing
     (including but not limited to all license royalties and all
     claims of rights or priority of invention, causes of action and
     rights to collect damages now, or hereafter existing by reason
     of any past, present or future infringement or dilution of any
     of the foregoing.

     "PBGC" means the Pension Benefit Guaranty Corporation, or its
     successors.

     "Pension Plan" means an ERISA Plan that is a "pension plan"'
     (within the meaning of ERISA Section 3(2)).

     "Permit" means any permit, license, authorization, plan,
     directive, consent, or consent decree of or from any federal,
     state or local governmental authority, agency or court.

     "Permitted Indebtedness" means indebtedness incurred in
     connection with that certain Dealer Financing Program dated
     January 5, 1994, entered into by and between Borrower and FFC
     (herein called the "Dealer Financing Program").

     "Permitted Liens" means those Liens described in Exhibit E
     attached hereto and made a part hereof as well as liens related
     to purchase money security interests not to exceed thirty five
     thousand dollars ($35,000) in the aggregate and lines, if any,
     securing property obtained under operating leases not to exceed
     one hunderd thousand dollars ($100,000) in the aggregate.

     "Person" means an individual or an Organization.

     "Potential Default" means any condition, action or failure to
     act which, with the passage of time, service of notice, or
     both, will constitute an Event of Default under this Agreement.

     "Prime Rate" means the fluctuating rate of interest which is
     publicly announced from time to time by Bank at its principal
     place of business as being its "prime rate" or "base rate"
     thereafter in effect, with each change in the Prime Rate
     automatically, immediately and without notice changing the
     fluctuating interest rate thereafter applicable hereunder, it
     being agreed that the  Prime Rate is not necessarily the lowest
     rate of interest then available from Bank on fluctuating rate
     loans;

     "Principals" means, collectively, John P. O'Brien, Leo L.
     Matthews and Richard E. Hojnacki.

     "Proceeds" means

          (a)  any proceeds and

          (b)  whatever is received upon the sale, exchange, collection or
          other disposition of Collateral or Proceeds, whether cash or non-
          cash.  Cash Proceeds includes, without limitation, moneys, checks
          and Deposit Accounts.  Proceeds includes, without limitation, any
          Account arising when the right to payment is earned under a Contract
          Right, any insurance payable by reason of loss or damage to the
          Collateral, and any return or unearned premium upon any cancellation
          of insurance.  Except as expressly authorized in this Agreement,
          Bank's right to Proceeds specifically set forth herein or indicated
          in any financing statement shall never constitute an express or
          implied authorization on the part of Bank to a Borrower's sale,
          exchange, collection or other disposition of any or all of the
          Collateral.

     "Related Expenses" means any and all costs, liabilities and
     expenses (including, without limitation, losses, damages,
     penalties, claims, actions, reasonable attorneys' fees (if and
     to the extent permitted by law), legal expenses, judgments,
     suits and disbursements) incurred by, imposed upon or asserted
     against Bank in any attempt by Bank:

          (a)  to obtain, preserve, perfect or enforce any Lien evidenced by
          (i) this Agreement or (ii) the Security Instruments and any other
          pledge agreement, mortgage deed, hypothecation agreement, guaranty,
          security agreement, assignment or security instrument executed or
          given by any Borrower to or in favor of Bank,

          (b)  to obtain payment, performance and observance of any and all of
          the Obligations,

          (c)  to maintain, insure, appraise, collect, repossess, preserve and
          dispose of any of the Collateral or to conduct Bank field exams, or

          (d)  incidental or related to (a) through (c) above, including,
          without limitation, interest thereupon from the date incurred,
          imposed or asserted until paid at the rate payable as set forth in
          Section 2.1 of this Agreement pertaining to Advances.

     "Related Party" means any Person (a) which directly or
     indirectly through one or more intermediaries controls, or is
     controlled by, or is under common control with, a Borrower, (b)
     which beneficially owns or holds ten percent (10%) or more of
     the equity interest of a Borrower or (c) ten percent (10%) or
     more of the equity interest of which is beneficially owned or
     held by a Borrower.

     "Release" means any release, spill, emission, leaking, pumping,
     pouting, injection, escaping, deposit, disposal discharge,
     dispersal, leaching, or migration of Hazardous Materials into
     the indoor or outdoor environment (including, without
     limitation, the abandonment or disposal of any barrels,
     containers or other closed receptacles containing any Hazardous
     Materials), or into or out of any facility, including the
     movement of any Hazardous Material through the air, soil,
     surface water or groundwater.

          "Revolving Credit Loan" shall have the meaning provided
     for in Section 2.1 of this Agreement.

     "Revolving Credit Note" means the promissory note in the form
     of Exhibit A attached hereto, signed and delivered by Borrower
     to evidence its Indebtedness to Bank pursuant to Section 2.1 of
     this Agreement.


     "Security Instrument" means the documents listed on Exhibit B
     attached hereto, and any other documents signed and delivered
     from time to time to Bank in connection with Indebtedness owed
     by Borrower to Bank.

     "Security Agreement With Respect to Patents and Trademarks"
     means the Security Agreement which is encumbering Marks and
     Patents which is attached hereto as Exhibit E

     "Subsidiary" means any Person of which more than fifty percent
     (50%) of (a) the voting stock entitling the holders thereof to
     elect the Board of Directors, managers or trustees thereof or
     (b) the interest in the capital or profits of such Person is
     owned or controlled, directly or indirectly, by Borrower or one
     or more other Subsidiaries.

     "Tangible Net Worth" shall mean the Net Worth of Borrower, less
     the sum of Borrower's Related Party advances, intangible
     assets, organizational costs and goodwill, plus Subordinated
     Debt, all of the foregoing as determined on a consolidated
     basis in conformity with GAAP.

     "Termination Date" means June 30, 2003, or such earlier date on
     which the commitment of Bank to make Advances pursuant to
     Section 2.1 of this Agreement shall have been terminated
     pursuant to Sections 10 or 14 of this Agreement.

          "Total Liabilities" means, as at any date of
     determination, all obligations of Borrower which in accordance
     with GAAP would be treated as liabilities on the balance sheet,
     as determined on a consolidated basis in accordance with GAAP.

          "Vehicles" means those vehicles currently owned by
     Borrower and all cars, trucks and other vehicles hereafter
     acquired by Borrower.

          "Welfare Plan" means an ERISA Plan that is a "Welfare
     plan" (within the meaning of ERISA Section 3(l)).

1.   STATEMENT OF TERMS.

2.1  Revolving Credit Loan.

          (a)  Subject to the terms and conditions of this Agreement, Bank
          shall, up to but excluding the Termination Date, make Advances to or
          for the account of Borrower from time to time up to but not
          exceeding an aggregate unpaid principal amount outstanding at any
          one time on Advances equal to the lesser of (A) the revolving credit
          facility approved for Borrower by Bank, which equals Three Million
          Dollars ($3,000,000), or (B) the Borrowing Base.  Borrower may
          borrow, repay and reborrow such maximum amount of credit.  The
          Borrowing Base or any one or more of the percentages of the
          Borrowing Base may be changed by Bank exercising its reasonable
          credit judgment upon thirty (30) days prior written notice to
          Borrower, which change(s) shall be effective on the thirty-first day
          after such notice is mailed by Bank to Borrower.  Bank shall debit
          to the Loan Account the amount of each Advance made under this
          Agreement and all interest or other fees, costs, liabilities and
          expenses payable under this Agreement, and shall credit to the Loan
          Account each payment of (i) principal and interest paid on account
          of each Advance and (ii) other amounts payable under this Agreement
          by the appropriate entries.  In the absence of clear and convincing
          evidence to the contrary, the Loan Account shall be conclusively
          deemed to be accurate as to (a) the principal amount and the rate of
          interest applicable to each Advance, and (b) each payment of
          principal and interest received by Bank applicable to each Advance.
          In the event of any discrepancy between the records of Bank and
          Borrower with regard to the Loan Account, the records of Bank shall
          prevail unless Borrower notifies Bank of an error within ten (10)
          Business Days after having discovered any such error or unless
          Borrower and Bank mutually agree to an appropriate change in such
          records.  Borrower shall each execute and deliver to Bank the
          Revolving Credit Note to evidence all Advances under this Agreement.
          In the event Bank exercises its right under this subsection to
          decrease the Borrowing Base or any one or more of the percentages of
          the Borrowing Base, Borrower shall have the right to prepay the
          Revolving Credit Note without penalty or premium.

          (b)  Advances shall bear interest through and including December 31,
          2001 at either (i) a floating rate per annum equal to Prime Rate or
          (ii) the LIBOR Rate plus one and one half percent (1.5%) per annum
          and thereafter in accordance with the Applicable Interest Rate.  In
          the event of any change in the Applicable Interest Rate, the rate of
          interest upon each Advance shall be adjusted to immediately
          correspond with such change, except such interest rate shall not
          exceed the highest rate permitted by law.  Interest on Prime Rate
          Advances shall be payable monthly in arrears commencing on the first
          day of the month following the month in which such Advance is made
          and continuing on the first day of each consecutive month thereafter
          by debiting the Operating Account.  Interest on LIBOR Rate advances
          shall be payable at thend of each LIBOR Interest Rate Period.  LIBOR
          Advances shall be in the minimum amount of $ $250,000 and any
          greater amount that is a multiple of $ $100,000.  Interest on the
          Advances shall accrue upon the average daily balance in Borrower's
          Loan Account during the preceding month with respect to all
          Advances. (Interest will be computed hereunder based upon a year of
          360 days and the actual number of days elapsed).  Bank shall use its
          best efforts to give Borrower notice prior to debiting the Operating
          Account.

          (c)  Commencing on the date of this Agreement, Bank shall, subject
          to the terms and conditions of this Agreement, make Advances to or
          for the account of Borrower from time to time up to but not
          exceeding the Borrowing Base.

          (d)  Borrower shall repay to Bank on the Termination Date the net
          balance in Borrower's Loan Account with respect to Advances.


   2.2.  LETTERS OF CREDIT -- Borrower and Bank agree that Borrower
   may request the issuance of letters of credit (each a "Subject
   LC") having stated amounts in the aggregate not to exceed
   $1,000,000.  Borrower agrees that any Subject LC amount shall
   reduce the availability of the Revolving Commitment.

    (a) REIMBURSEMENT -- Borrower agrees that in respect of any
    Subject LC, the Borrower shall execute and deliver to the Bank
    a reimbursement agreement in form and substance satisfactory to
    the Bank. Unless otherwise set forth in a reimbursement
    agreement, the issuance fees, commission and draw fees relating
    to such Subject LC shall be in accordance with the following:

                                   Standby LC's         Commercial/Import LC's

     Issuance Fee     $200                        $75.00
     Commission      flat 1% (per year)
     Draw Fee            $100/draw               % flat fee ($75.00 min)

     Such other fees as may be provided to Borrower from Bank from
     time to time in accordance with the fee schedule set forth on
     Attachment A hereto, as such fee schedule may be amended and/or
     supplemented from time to time.

     (b) SUBJECT LC LOAN BACK-UP -- Borrower agrees that in the
     event Borrower for any reason fails to make a timely
     reimbursement (together with interest, if any, thereon) to any
     Bank in respect of any draft or other item paid by such Bank,
     the Bank is irrevocably authorized in each case to prepare, to
     sign Borrower's name to, and to deliver on Borrower's behalf an
     appropriate Credit Request requesting a Series of Prime Loans
     in an aggregate amount equal to the reimbursement amount plus
     any interest thereon.  The Bank agrees that on the specified
     date, the Bank will make the requested Prime Loans even if any
     Default Under This Agreement shall then exist and even if
     Borrower for any other reason would, but for this provision,
     then be not entitled to obtain any Subject Loan. Bank shall
     disburse all such loan proceeds directly to satisfy Borrower's
     aforesaid reimbursement liability.

     (c) UNCONDITIONAL OBLIGATION -- The obligation of  the Bank to
     make, and of Borrower to pay, each Series of Prime Loans made
     pursuant to subsection  (b) shall be absolute and unconditional
     and shall be performed under all circumstances, including
     (without limitation)

          (1)  any lack of validity or enforceability of any Subject
          LC,

          (2)  the existence of any claim, offset, defense or other
          right that Borrower may have against the beneficiary of
          any Subject LC or any successor in interest,

          (3)  the existence of any claim, offset, defense or other
          right that any Bank may have against Borrower or any of
          its Subsidiaries or against the beneficiary of any Subject
          LC or against any successor in interest owing to the
          foregoing,

          (4) the existence of any fraud or misrepresentation in the
          presentment of any or any draft or other item drawn and
          paid under any Subject LC or

          (5) any payment of any draft or other item by any Bank
          which does not strictly comply with the terms of any
          Subject LC provided such payment shall not have
          constituted gross negligence or willful misconduct.

 2.3 Other Provisions.

          (a)  Upon the occurrence and during the continuance of an Event of
          Default, the interest rates payable by Borrower to Bank under this
          Agreement shall increase to a rate (the "Default Rate") per annum
          two (2) percentage points higher than the rate that would otherwise
          apply, except that the interest rates payable hereunder shall not
          exceed the highest rate permitted by law.

          (b)  Borrower undertakes and agrees to pay Bank a commitment fee on
          the average daily unborrowed portion of Borrower's Revolving Credit
          Loan under Section 2.1(a) of this Agreement during the term of this
          Agreement at the rate of one quarter of one percent (1/4 of 1%) per
          annum (using a daily rate based upon a year of 360 days and charged
          for the actual number of days elapsed), payable in arrears on the
          first day of each month beginning on November 1, 2001, and upon
          termination or reduction of such Revolving Credit Loan.  In
          addition, Borrower shall pay a monthly Collateral monitoring fee in
          the amount of  One Hundred Fifty Dollars ($ 150) per month on the
          first day of each month commencing November 1, 2001.

          (c)  If (i) there shall be introduced or changed any treaty,
          statute, regulation or other law, or there shall be any change in
          the interpretation or administration thereof by any central bank or
          other lawful governmental authority, or there shall be made any
          request from any central bank or other lawful governmental
          authority, which introduction, change or compliance shall (A)
          impose, modify or deem applicable any reserve or special deposit
          requirements against assets held by or deposits in or loans by Bank,
          (B) subject Bank to any tax, duty, fee, deduction or withholding,
          (C) change the basis of taxation of the overall net income of Bank
          or (D) impose, modify or deem applicable any capital adequacy or
          similar requirement (including, without limitation, any request or
          requirement which affects the manner in which Bank allocates capital
          resources to its commitments generally or those under this
          Agreement) and (ii) in Bank's sole opinion any such event (1)
          reduces the amount of any payment to be made to Bank under this
          Agreement or (2) reduces the rate of return on the capital of Bank
          that is reasonably allocable to Bank's commitments under this
          Agreement to a level below that which Bank would have achieved but
          for that event, then, upon Bank's demand, Borrower shall pay Bank
          from time to time such additional amounts as will compensate Bank
          for and indemnify it against such increased costs or reduced payment
          or reduced rate of return.  Each demand shall be accompanied bv a
          certificate setting forth the amount to be paid and the computations
          used in determining the amount, which certificate shall be presumed
          to be correct as to the matters set forth therein in the absence of
          manifest error.  In determining any such amount, Bank may use any
          reasonable averaging and attribution methods.  Notwithstanding the
          foregoing, before Bank may require Borrower to compensate Bank for
          and indemnify it against any increased costs, reduced payment or
          reduced rate of return, Bank must first provide Borrower with
          written notice  of (i) the occurrence such event, (ii) Bank's
          determination to seek compensation from Borrower in connection
          therewith and (iii) the terms of the Compensation sought.  Upon
          receipt of the Notice and for a ninety (90) day period thereafter,
          Borrower may prepay the Loans without giving effect to the
          Compensation sought and without penalty or premium.  If Borrower
          does not exercise this right to prepayment within the ninety (90)
          day time period provided, Borrower shall be obligated to pay Bank
          the Compensation specified in Notice, such Compensation shall become
          part of Borrower's Obligations.

1.   SECURITY INTEREST IN COLLATERAL.   In consideration of and as
security for the full and complete payment, performance and
observance of all Obligations, Borrower does hereby (a) grant to
Bank a security interest in the Collateral and (b) assign to Bank
all of its right, title and interest (including, without limitation,
all rights to payment) arising under or with respect to all Accounts
Receivable, whether now owned or hereafter acquired or received by
Borrower, but not including any duty, obligation or liability of the
Borrower with respect thereto.

2.   REPRESENTATIONS AND WARRANTIES.   In order to induce Bank to
enter into this Agreement, Borrower, represents and warrants to Bank
(which representations and warranties shall survive the execution of
this Agreement and all Loans) that:

4.1  Organization: Corporate Power.

     (a)  Borrower is a corporation duly organized, validly existing and
     in good standing under the laws of the state of Delaware,

     (b)  Borrower has the corporate power and authority to own its
     properties and assets and to carry on its business as now being
     conducted,

     (c)  Borrower is qualified to do business in Washington and Ohio and
     in every jurisdiction in which the failure to qualify would have a
     material adverse effect on Borrower, and

     (d)  Borrower has the corporate power and authority to execute,
     deliver and perform its obligations under the Loan Documents and to
     borrow hereunder.

4.2  Authorization Of Borrowing.   The execution, delivery and
performance of the Loan Documents have been duly authorized by all
requisite corporate action by Borrower.

4.3  No Conflict.   The execution, delivery and performance by
Borrower of the Loan Documents do not and will not (a) violate any
provision of law, the violation of which would have a material
adverse effect on business of Borrower, the Articles of
Incorporation, the Code of Regulations or By-Laws of the Borrower,
(b) violate any order of any court or other agency of any federal or
state government to which the Borrower is a party or by which its
properties or assets are bound, (c) conflict with, result in a
breach of, or constitute (with passage of time or delivery of notice
or both), a default under any indenture, agreement or other
instrument to which the Borrower is a party or by which its
properties or assets are bound or (d) result in the creation or
imposition of any Lien or other encumbrance of any nature whatsoever
upon any of the properties or assets of the Borrower.

4.4  Execution Of Loan Documents.   The Loan Documents have been
duly executed and are valid and binding obligations of Borrower,
fully enforceable in accordance with their respective terms.

4.5  Financial Condition.  Borrower has furnished to Bank the
following, each giving effect to the making of the initial Loans
hereunder: the most recent audited financial statements covering the
prior three (3) fiscal years.

4.6  Liabilities, Liens.   Borrower has not made any investment in,
advance to, or guarantee of, the obligations of any Person nor are
any Borrower's properties or assets subject to any claims,
liabilities (as that term is defined according to GAAP), or Liens
except as disclosed in the financial statements referred to in
Section 4.5 of this Agreement and the related notes thereto and
liabilities incurred since the date thereof in the ordinary course
of business of a nature, type and amount consistent with those
disclosed in such financial statements, except as set forth on
Schedule 4.5 Permitted Liens, attached hereto.

4.7  Litigation.   Other than as disclosed to Bank, there is no
action, suit, examination, review or proceeding by or before any
governmental instrumentality or agency now pending or, to the
knowledge of any Borrower, threatened against or affecting Borrower
or any properties, assets or rights of Borrower, which, if adversely
determined, would materially impair the right of Borrower to carry
on its business as now being conducted or as contemplated following
the Closing or which would materially adversely affect the financial
condition of such Borrower.

4.8  Payment of Taxes.   Borrower has filed, as a part of the Pubco
Corporation filing,  or caused to be filed, all federal, state,
local and foreign tax returns required to be filed by it, and has
paid, or caused to be paid, all taxes as are shown on such returns,
or on any assessment received by it, to the extent that such taxes
have become due, except as otherwise contested in good faith.
Borrower has set aside proper amounts on its books, determined in
accordance with GAAP, for the payment of all taxes for the years
that have not been audited by the respective tax authorities and for
taxes being contested by it.  Borrower has a calendar tax year for
federal income tax purposes.

4.9  Agreements.   To the best of Borrower's knowledge, Borrower is
not a party to any agreement or other instrument or subject to any
other restriction which materially and adversely affects or could
materially and adversely affect its business, properties, assets,
operations or condition, financial or otherwise, and, except for
those items listed on Schedule 4.9, Borrower is not in default in
the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or
instrument to which it is a party, which default could adversely
affect the business, properties, assets, or financial condition of
it.

4.10 Licenses.  Borrower has all licenses, franchises, consents,
approvals and authorizations required in connection with the conduct
of its business, the absence of which would have a material adverse
effect on the conduct of its business, and all such licenses,
franchises, consents, approvals and authorizations are in full force
and effect..

4.11 Regulatory Status.   To the best of Borrower's knowledge,
except as set forth on Schedule 4. 1 1 attached hereto, Borrower is
not in violation of any statute, ordinance, law, rule, regulation or
order of the United States of America, or any federal, state,
county, municipal or other governmental agency or authority
applicable to it, its properties or the conduct of its business
which violation could reasonably be expected to have a material
adverse effect on its business.  Neither the making nor the
performance of this Agreement, nor any extension of credit
hereunder, requires the consent or approval of any governmental
instrumentality, political subdivision, regulatory or administrative
agency or any court of competent jurisdiction..

4.12 Subsidiaries.   The Borrower has no Subsidiaries.

4.13 Employee Benefits Plans.   Upon the request of the Bank,
Borrower shall provide Bank with copies of its ERISA Plans, if
any. Borrower is not aware of any ERISA Event that has occurred
or is expected to occur with respect to any ERISA Plan of
Borrower.  Full payment has been made of all amounts which a
Controlled Group member is required, under applicable law or
under the governing documents, to have paid as a contribution
to or a benefit under each ERISA Plan of Borrower.  The
liability of Borrower with respect to each ERISA Plan of
Borrower has been fully funded based upon reasonable and proper
actuarial assumptions, has been fully insured, or has been
fully reserved for on its financial statements.

No changes have occurred or are expected to occur that would
cause a material increase in the cost of providing benefits
under each ERISA Plan, other than a Multiemployer Plan and
would have a material adverse effect on the Borrower.  With
respect to each ERISA Plan, other than a Multiemployer Plan,
that is intended to be qualified under Code Section 401(a): (i)
the ERISA Plan and any associated trust operationally comply
with the applicable requirements of Code Section 401(a), (ii)
the ERISA Plan and any associated trust have been amended to
comply with all such requirements as currently in effect, other
than those requirements for which a retroactive amendment can
be made within the "remedial amendment period" available under
Code Section 401(b) (as extended under Treasury Regulations and
other Treasury pronouncements upon which taxpayers may rely),
(iii) the ERISA Plan and any associated trust have received a
favorable determination letter from the Internal Revenue
Service stating that the ERISA Plan qualifies under Code
Section 401(a), that the associated trust qualifies under Code
Section 501(a) and, if applicable, that any cash or deferred
arrangement under the ERISA Plan qualifies under Code Section
401(k), unless the ERISA Plan was first adopted at a time for
which the above-described "remedial amendment period" has not
yet expired, (iv) the ERISA Plan currently satisfies the
requirements of Code Section 410(b), without regard to any
retroactive amendment that may be made within the above-
described "remedial amendment period", and (v) no contribution
made to the ERISA Plan is subject to an excise tax under Code
Section 4972.  The "accumulated benefit obligation" of Borrower
with respect to its Pension Plan (as determined in accordance
with Statement of Accounting Standards No. 87, "Employers"
Accounting for Pensions") does not exceed the fair market value
of Pension Plan assets plus accrued pension expense (as
determined in accordance with such statement) as set forth in
Borrower's balance sheet.

4.14 Eligible Accounts Receivable and Eligible Inventory.   Each
Eligible Account Receivable, Eligible Note Receivable, Eligible
Dating Receivable and all Eligible Inventory, Eligible Finished
Goods Inventory and Eligible Parts Inventory included within the
aggregate amount of Eligible Accounts Receivable, Eligible Note
Receivable, Eligible Dating Receivable and Eligible Inventory,
Eligible Finished Goods Inventory and Eligible Parts Inventory set
forth on each Borrower's Certificate now or hereafter furnished to
Bank meets or, as of the date stated thereon, all eligibility
requirements specified in the definitions set forth in Section 1.2
of this Agreement.

4.15 Liens.   Except for any Liens granted to or in favor of Bank or
permitted by the Security Instruments or Permitted Liens, Borrower
is and as to Collateral to be acquired after the date hereof will
be, the owner of all of its respective properties and assets which
constitutes Collateral free from any Liens and Borrower shall defend
the Collateral against all claims and demands of all Persons at any
time claiming the same or any interest therein.

4.16 Information Accurate and Correct.   No statement,
representation or warranty made by Borrower in or pursuant to this
Agreement or the Exhibits hereto'or any other document furnished by
Borrower to Bank contains or will contain any untrue statement of a
material fact, nor knowingly omits or will knowingly omit to state a
material fact necessary to make such statement not misleading.

4.17 Office.   The office where Borrower keeps all of its records
pertaining to its respective Accounts and Contract Rights is located
at:  3900 Kelley Avenue, Cleveland, Ohio  44114.

4.18 Places of Business.   Borrower has places of business only at
the following locations:  3900 Kelley Avenue, Cleveland, Ohio
44114.

4.19 Location.   Borrower's Location is as set forth in Section 4.17
of this Agreement.

4.20 Perfection of Liens.   Borrower has taken (or will take prior
to Bank's making any Loans) all action necessary (except filing the
UCC-1 Financing Statements and the Security Instruments to be
executed and delivered by Borrower to Bank for filing) to insure
that the Liens granted to Bank hereunder shall constitute perfected
Liens and security interests in and to the Collateral in favor of
Bank, prior to any and all other liens and security interests on the
Collateral, other than Permitted Liens and Liens with respect to
which Borrower delivers releases to Bank prior to Bank's making an
Advance or Loan.

4.21 Investment Company Act.   Borrower is not (a) an investment
company, as that term is defined in the Investment Company Act of
1940, as amended, (b) directly or indirectly controls nor is
controlled by a company which is an investment company and (c)
otherwise subject to regulation under such act.

4.22 Federal Reserve Regulation U Compliance.   None of the proceeds
of the Loans will be used by Borrower for the purpose of purchasing
or carrying any margin stock, as that term is defined in 12 Code of
Federal Regulations, Section 221.3, or to extend credit to others
for the purpose of purchasing or carrying any margin stock.
Borrower is not in the business of extending credit for the purpose
of purchasing or carrying margin stock, and Borrower shall not take
any action that would result in any noncompliance of the Loans with
Regulations U and X of the Board of Governors of the Federal Reserve
System.

4.23  Intnetionally left blank

4.24 Business and Trade Names.   Except as set forth in Schedule
4.24 attached hereto, Borrower has not operated under, used or done
business under any trade or fictitious name other than its corporate
name and Allied Steel and Tractor Products, Inc.

4.25 Defaults.   Except as disclosed in Schedule 4.25 attached
hereto, no Event of Default or Potential Default now exists.

4.26 Capitalization.   All shares of issued and outstanding capital
stock of Borrower are held beneficially and of record as set forth
on Schedule 4.26 attached hereto.  All of the issued and outstanding
shares of capital stock of Borrower have been duly and validly
issued and are fully paid and nonassessable.  None of the securities
of Borrower have been issued in violation of the Securities Act of
1933, as amended, or the securities or "Blue Sky" or any other
applicable laws, rules or regulations of any applicable
jurisdiction.  Except as described on Schedule 4.26 attached hereto,
Borrower has no commitment or obligation, either firm or
conditional, to issue, deliver, purchase or sell, under any offer,
stock option agreement, stock bonus agreement, stock purchase plan,
stock incentive plan, compensation plan, warrant, conversion rights,
contingent share agreement, shareholders agreement or otherwise, any
shares of its capital stock or other equity securities or securities
convertible into shares of capital stock.

4.27 Solvency.   Borrower has capital sufficient to carry on its
business and transactions and all business and transactions in which
it is about to engage, and is now solvent and able to pay its debts
as they mature, and Borrower now owns property having a value, both
at fair valuation and at present fair salable value, greater than
the amount required to pay its debts.

4.28 Patents, Trademarks, Etc.   Borrower possesses adequate assets,
licenses, patents, patent applications, copyrights, trademarks,
trademark applications, trade styles and trade names to continue to
conduct its business as heretofore conducted by it.  "Designated
Marks and Patents" shall mean the Marks and Patents set forth in
Schedule 4.28 attached hereto.  The Designated Marks and Patents
constitute all material Marks as of the date hereof that are
registered, or for which an application for registration has been
filed, with any governmental authority.  The Borrower is the
beneficial owner of all right, title and interest in the Designated
Marks and Patents and is the registered owner of all the items
referred to in Schedule 4.28, and has the right to use, license,
sublicense or assign the Designated Marks and Patents without any
requirement to obtain the consent of, any other Person.  All of the
federal Designated Marks and Patents listed on Schedule 4.28 have
been duly registered in the United States Patent and Trademark
Office or an application for such registration has been filed in the
United States Patent and Trademark Office.

4.29 Intentionally Omitted.

4.30 Public Utility Holding Company Act.   Borrower is not a
"holding company" or a "subsidiary company" of a "holding, company"
or an "affiliate" of a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

4.31 Environmental Protection.

     (a)  To the best of Borrower's knowledge, the operations of Borrower
     (including, without limitation, all operations and conditions at or
     in its facilities) (i) comply with all Environmental Laws which
     limit the Release of Hazardous Materials, and (ii) comply with all
     Environmental Laws, the violation of which would have a material
     adverse effect on it;

     (b)  To the best of Borrower's knowledge, Borrower has obtained all
     Permits under Environmental Laws necessary to its operations, and
     all such permits are in good standing, and Borrower is in compliance
     with all terms and conditions of such Permits;

     (c)  Borrower has received no written notice or claim to the effect
     that it is or may be liable to any Person as a result of the Release
     or threatened Release of any Hazardous Materials or any letter or
     written request for information under Section 104 of the
     Comprehensive Environmental Response, Compensation, and Liability
     Act (42 U.S.C. 9604) or comparable state laws and none of the
     operations of any Borrower is the subject of any federal or state
     investigation evaluating whether any remedial action is needed to
     respond to a Release or threatened Release of any Hazardous Material
     at any of its facilities or at any other location;

     (d)  None of the operations of Borrower is subject to any judicial
     or administrative proceeding alleging the violation of or liability
     under any Environmental Laws;

     (e)  Neither Borrower nor any of its facilities or operations are
     subject to any outstanding written order or agreement with any
     governmental authority or private party relating to any
     Environmental Laws or any Environmental Claims;

     (f)  To the best of Borrower's knowledge, Borrower has no contingent
     liability in connection with any Release of any Hazardous Materials
     that would have a material adverse effect on it; and

     (g)  No Hazardous Material exists on, under or about any facility of
     Borrower or were used in the construction of any such facility in a
     manner that could give rise to an Environmental Claim having a
     material adverse effect on it, and no Borrower has filed any notice
     or report of a Release of any Hazardous Materials that could give
     rise to an Environmental Claim.

4.32 Consents.   Borrower has duly obtained the consents, permits,
licenses, approvals or authorizations of, or effected the filing,
registration or qualification with, any entity which is required to
be obtained or effected by Borrower prior to the execution and
delivery of this Agreement and the other Loan Documents.

4.33 Absence of Material Adverse Changes.   Except as previously
disclosed in Schedule 4.5, Borrower or Principals thereof are not
aware of any fact, condition or thing which may have a material
adverse impact upon the business, properties, operations, prospects
or conditions, financial or otherwise, of Principals or Borrower.

1.   AFFIRMATIVE COVENANTS.   Borrower undertakes, covenants, and
agrees that, until the full and complete payment, performance and
observance of all Obligations:

5.1  Accounting: Financial Statements and Other Information.
Borrower shall maintain a standard system of accounting, established
and administered in accordance with the Borrower setting forth the
details of the event and the action the Borrower or another
Controlled Group member proposes to take with respect thereto; and
GAAP consistently followed throughout the periods involved, and
shall set aside on its books the proper amounts (subject to year-end
adjustments) or accruals for depreciation, obsolescence,
amortization, bad debts, current and deferred taxes, prepaid
expenses and for such other purposes as shall be required by GAAP.
Borrower shall deliver to Bank:

     (a)  As soon as practicable after the end of each month in each
     year, and in any event within twenty (20) days thereafter, a balance
     sheet of Borrower as of the end of such month, and statements of
     income and cash flows and shareholders' equity of Borrower for such
     month, certified as complete and correct by the principal financial
     officer of Borrower, subject to changes resulting from year-end
     adjustments;

     (b)  As soon as practicable after the end of each fiscal year, and
     in any event within ninety (90) days thereafter, a balance sheet of
     Borrower as of the end of such year, and statements of income and
     cash flows and shareholders' equity of Borrower for such year, as
     audited, setting forth in each case in comparative form the figures
     for the previous fiscal year, all in reasonable detail and certified
     without qualification by independent certified public accountants of
     recognized standing, selected by Borrower and acceptable to Bank,
     which financial statements shall be prepared in accordance with GAAP
     consistently applied;

     (c)  Together with each set of financial statements required by
     subparagraphs (a) and (b) above, a certificate by the chief
     financial officer or other authorized officer of Borrower stating
     whether or not, to the best of such officer's knowledge, there
     exists any Event of Default or Potential Default, specifying the
     nature and period of existence thereof and what action, if any,
     Borrower has taken, is taking or proposes to take with respect
     thereto;

     (d)  As soon as practicable after the end of each month and in any
     event within twenty (20) days thereafter, Borrower shall furnish to
     Bank in form and substance acceptable to Bank (i) reports designated
     as "Aging Report of Accounts Receivable" and "Aging Report of
     Accounts Payable", each substantiated by detailed supporting
     schedules, (ii) a schedule of its Inventory (detailing Eligible
     Finished Goods Inventory and Eligible Parts Inventory) showing the
     cost or market value (calculated on a first-in, first-out basis)
     thereof, whichever is lower, (iii) a schedule of Notes Receivable
     detailing whether or not each note Receivable is currentand (iv)
     such other reports as Bank may reasonably request, which shall be
     prepared in accordance with GAAP consistently applied;

     (e)  As soon as practicable, and in any event within twenty (20)
     days, after Borrower becomes aware that an ERISA Event materially
     adverse to Borrower has occurred, the Borrower shall provide Bank
     with notice of such ERISA Event in the form of a certificate by the
     chief financial officer or other authorized officer of the Borrower
     setting forth the details of the event and the action the Borrower
     or another Controlled Group member proposes to take with respect
     thereto, and

     (f)  Promptly, such other data and information as from time to time
     may be reasonably requested by Bank.

5.2  Insurance: Maintenance of Properties.   Borrower shall obtain,
and at all times maintain, insurance upon its Insurable Collateral
in such form, written by such companies, in such amounts, for such
periods, and against such risks as may be acceptable to Bank, with
provisions acceptable to Bank for payment of all losses thereunder
to Bank and it, as their interests may appear (loss payable
endorsement in favor of Bank), and, if required by Bank, Borrower
shall furnish a schedule of all insurance carried by it to Bank or
deposit the policies with Bank.  Any such policies of insurance
shall provide for no less than ten (10) days prior written amendment
or cancellation notice to Bank.  Any sums received by Bank in
payment of insurance losses, returns or unearned premiums under the
policies may, at the option of Bank, be applied upon any Obligation
whether or not the same is then due and payable, or may be delivered
to Borrower for the purpose of replacing, repairing or restoring
such Collateral.  Notwithstanding the foregoing, Bank shall deliver
such sums to Borrower for the purpose of replacing, repairing and
restoring its such Collateral if (a) no Event of Default or
Potential Default shall have occurred and be continuing, and (b)
such sum is not in excess of One Hundred Thousand Dollars
($100,000).  Borrower hereby assigns to Bank any return of unearned
premium, to the extent applicable to Borrower, which may be due upon
cancellation of any such policies for any reason and directs the
insurers to pay Bank any amount so due.  Bank, or Bank's designated
agent, is hereby constituted and appointed Borrower's attorney-in-
fact to (either in the name of Borrower or in the name of Bank),
make adjustments of all insurance losses, sign all applications,
receipts, releases and other papers necessary for the collection of
any such loss and any return of unearned premium, execute proofs of
loss, make settlements, and endorse and collect all Instruments
payable to Borrower or issued in connection therewith.
Notwithstanding any action by Bank hereunder, any and all risk of
loss or damage to such Collateral to the extent of any and all
deficiencies in the effective insurance coverage thereof is hereby
expressly assumed by Borrower.  Borrower shall maintain, in good
repair, working order and condition, all Collateral used in its
business.

5.3  Existence, Business.   Borrower shall cause to be done all
things commercially reasonable to preserve and keep in full force
and effect its existence and rights, to conduct its business in a
prudent manner, and to maintain in full force and effect, and renew
from time to time, its franchises, permits, licenses, patents and
trademarks that are necessary to operate its business.  Borrower
shall comply in all material respects with all valid laws and
regulations now in effect or hereafter promulgated by any properly
constituted governmental authority having jurisdiction; provided,
however, Borrower shall not be required to comply with any law or
regulation which it is contesting in good faith by appropriate
proceedings as long as either the effect of such law or regulation
is stayed pending, the resolution of such proceedings or the effect
of not complying with such law or regulation does not jeopardize any
franchise, permit, license, patent or trademark necessary to its
business.

5.4  Payment of Taxes.   Borrower shall pay all taxes, assessments,
and other governmental charges levied upon any of its properties or
assets or in respect of its franchises, business, income, or profits
before the same become delinquent, except that no such taxes,
assessments or other charges need be paid if contested by it in good
faith and by appropriate proceedings promptly initiated and
diligently conducted and if it has set aside proper amounts,
determined in accordance with GAAP, for the payment of all such
taxes, assessments and other charges.

5.5  Adverse Changes.   Borrower shall promptly notify Bank in
writing of any material adverse change in the condition, business,
and, to the extent reasonably foreseeable, of any material adverse
change in the financial prospects of it.

5.6  Notice of Default.   Borrower shall promptly notify Bank of any
Event of Default or Potential Default and any demands made upon it
by any Person for the acceleration and immediate payment of any
Indebtedness owed to such Person.

5.7  Notification.   Borrower shall promptly provide Bank with prior
written notification of:

     (a)  any change in any location where its Inventory or Equipment is
     maintained, and anv new locations where its Inventory or Equipment
     is to be maintained,

     (b)  any change in the location of the office where its records
     pertaining to its Accounts and Contract Rights are kept,

     (c)  the location of any new place of business and the changing or
     closing of any existing place of business,

     (d)  any change in Borrower's Location, and

     (e)  any change in its name.

5.8  Inspection.   Borrower shall (a) make available for
examination, inspection and copying by duly authorized
representatives of Bank, during normal business hours, its books,
records and properties (including Inventory and Equipment) when
reasonably requested to do so, (b) furnish Bank such information as
Bank may request regarding its business affairs and financial
condition within a reasonable time after written request therefor
and (c) at all reasonable times allow Bank by its duly authorized
representatives to arrange for verification of its Accounts
Receivable, under reasonable procedures, directly with Account
Debtors or by other methods.

5.9  Additional Statements.   Borrower shall promptly furnish Bank
upon reasonable request (a) additional statements and information
with respect to the Collateral, and all writings and information
relating to or evidencing any of its Accounts Receivable, computer
printouts or typewritten reports listing the mailing addresses of
all present Account Debtors and (b) any other writings and
information as Bank may request including, without limitation,
financing statements, so as to completely vest in and ensure to Bank
its rights hereunder and in or to the Collateral.  If certificates
of title are issued or outstanding with respect to any of its
Inventory or Equipment, each Borrower shall cause the interest of
Bank to be properly noted thereon at its expense.  If any of its
Accounts Receivable arise out of contracts with or orders from the
United States or any of its departments, agencies or
instrumentalities, Borrower shall immediately notify Bank in writing
of same and shall execute any writing or take any action required by
Bank with reference to the Federal Assignment of Claims Act.

5.10 Cash Flow.

     (a)  Borrower shall maintain an Operating Cash Flow Coverage Ratio,
     which shall be calculated at the end of the fiscal period of
     Borrower ending closest to the end of each calendar quarter
     identified below based upon a cumulative calendar year calculation
     of 1.05 to 1.00.

5.11 Closing Expenses, Costs.   Within thirty (30) days after the
date hereof, Borrower shall reimburse Bank for all out-of-pocket
expenses and costs incurred by Bank and any other bank or financial
institution that participates in the Loans in connection with the
Loans including, without limitation, title examination fees, UCC
searches, survey costs, title charges and preliminary appraisal
fees, the fees and expenses of counsel to Bank (and any other bank
or financial institution that participates in the Loans).

5.12 Environmental Disclosure and Inspection.

     (a)  Borrower shall promptly advise Bank in writing and in
     reasonable detail of (i) any Release of any Hazardous Materials
     required to be reported to any federal, state or local governmental
     or regulatory agency under any applicable Environmental Laws, (ii)
     any and all written communications with respect to Environmental
     Claims or any Release of Hazardous Materials required to be reported
     to any federal, state or local governmental or regulatory agency,
     (iii) any remedial action taken by the Borrower or any other Person
     in response to (A) any Hazardous Materials on, under or about any
     facility, the existence of which could result in an Environmental
     Claim having a material adverse effect on the Borrower or (B) any
     Environmental Claim that could have a material adverse effect on the
     Borrower, (iv) the Borrower's discovery of any occurrence or
     condition on any real property adjoining or in the vicinity of any
     facility that could cause such facility or any part thereof to be
     subject to any restrictions on the ownership, occupancy,
     transferability or use thereof under any Environmental Laws, and (v)
     any request for information from any governmental agency that
     indicates such agency is investigating whether Borrower may be
     potentially responsible for a Release of Hazardous Materials.

5.13 Hazardous Materials: Remedial Action.   Borrower shall promptly
take, and shall cause each of its Subsidiaries promptly to take, any
and all necessary remedial action required by all applicable
Environmental Laws, and shall perform such action in accordance with
all Environmental Laws and Permits.

5.14 Lock Box Account.   Borrower shall establish a lock box account
(the "Lock Box Agreement") with Bank, or another financial
institution acceptable to Bank and Borrower.

5.15 Trademarks and Patents.   Borrower shall (a) act prudently and
in good faith with respect to the preservation of its rights in the
Marks and Patents, (b) taking into account the value of the Marks
and Patents and giving consideration to the Borrower's relationships
with its customers, take all actions reasonably necessary or
appropriate to preserve, protect and defend Borrower's rights in and
ownership of the Marks and Patenti, and (c) notify Bank in writing,
with reasonable supporting detail, of each pending or, to Borrower's
knowledge, threatened, action, suit, proceeding, claim or assertion
that Borrower's use of any of the Marks or Patents violates the
rights of any third party, to the extent that such action, suit,
proceeding, claim or assertion, if adversely decided or resolved,
would have a material adverse effect.

Without limitation of any other provision of this Agreement, (i)
Borrower shall execute, for delivery and filing with the United
States Patent and Trademark Office in connection with the Closing, a
Security Agreement with respect to Patents, Trademark and Licenses,
in substantially in the form set forth in Exhibit K attached hereto,
duly completed, with respect to all of the Designated Marks or
Patents in existence on the attached, and (ii) thereafter, Borrower
shall not, and shall not permit any of its agents, employees,
licensees or designees, to file an application for the registration
of any Mark or Patent with the United States Patent and Trademark
Office or any similar office or agency of any other goverrunental
authority unless it promptly informs Bank thereof and, upon request
of Bank from time to time, executes and delivers to Bank an
appropriate instrument in substantially the form of Exhibit K hereto
or such other form as Bank may request from time to time, for filing
with the appropriate office or agency.

1.   NEGATIVE COVENANTS.   Borrower undertakes, covenants and agrees
that, until the full and complete payment, performance and
observance of all Obligations:

6.1  Sale or Purchase of Assets.  Merger or Consolidation.
Borrower shall not, directly or indirectly, (a) purchase, lease or
otherwise acquire any assets except in the ordinary course of
business or as otherwise permitted by any provision of this
Agreement, or, (b) sell, lease, transfer or otherwise dispose of any
plant or any manufacturing facility or other properties or assets
except for (i) properties and assets sold for full and adequate
consideration which the Board of Directors or senior management of
Borrower has determined to be worn out, obsolete or no longer needed
or useful in its business and which, in the aggregate, do not exceed
Seventy-Five Thousand Dollars ($75,000.00) in value during any
fiscal year of Borrower and (ii) Inventory sold in the ordinary
course of business provided that the Borrower receives full and
adequate consideration in exchange for such properties and assets.
Notwithstanding the foregoing, in no event shall Borrower merge or
consolidate with or into, or enter into any merger or consolidation
agreement with any other Person withoutBank's prior written consent.

6.2  Liens.   Borrower shall not, directly or indirectly, create,
incur, assume or permit to exist any Lien with respect to any
property or asset of the Borrower now owned or hereafter acquired
other than:

     (a)  Liens for taxes or governmental assessments, charges or levies
     the payment of which is not at the time required by Section 5.4 of
     this Agreement,

     (b)  Liens imposed by law, such as liens of landlords, carriers,
     warehousemen, mechanics and materialmen arising in the ordinary
     course of business for sums not yet due or being contested by
     appropriate proceedings promptly initiated and diligently conducted,
     provided the Borrower has set aside proper amounts, determined in
     accordance with GAAP, for the payment of all such sums,

     (c)  Liens incurred in the ordinary course of business in connection
     with worker's compensation, unemployment insurance and other similar
     programs, or to secure the performance of tenders, statutory
     obligations and surety and appeal bonds, or to secure the
     performance and return of money bonds and other similar obligations,
     but excluding Indebtedness, and

     (d)  Liens in favor of Bank or permitted by the Security
     Instruments;

     (e)  Permitted Liens.

6.3  Indebtedness.   Borrower shall not, directly or indirectly,
create, incur or assume any Indebtedness, or otherwise become liable
with respect to any Indebtedness, other than:

     (a)  Indebtedness now or hereafter payable, directly or indirectly,
     by the Borrower to Bank,

     (b)  Indebtedness to officers and employees of the Borrower, not to
     exceed $ 50,000 in the aggregate,

     (c)  Capitalized leases or expenditures to the extent permitted by
     Section 6.11 of this Agreement,

     (d)  Subordinated Debt, and
     (e)  Permiited Indebtedness

6.4  Investments: Loans: Dividends.   Borrower shall not, directly
or indirectly, (a) form or acquire any Subsidiary, (b) purchase or
otherwise acquire or own any stock or other securities of any other
Person, (c) make or permit to be outstanding any loan or advance
(other than trade advances in the ordinary course of business) or
enter into any arrangement to provide funds or credit to any ' other
Person (except that the Borrower may purchase or otherwise acquire
and own marketable U.S. Treasury and agency obligations,
certificates of deposit and bankers' acceptances issued or created
by any domestic commercial bank) or (d) pay or declare dividends in
any fiscal year (except for the following: (i) payments pursuant to
a tax sharing agreement with Pubco Corporation, in form and
substance acceptable to Bank, so long as amount paid is equivalent
to the amount that would have been paid by Borrower in taxes, if
Borrower had filed a separate return, and/or (ii) dividends declared
by Borrower, provided that no Event of Default would exist following
the payment of such dividends).

6.5  Guaranties.   Except for guarantees to Bank, Borrower shall not
guarantee, directly or indirectly, or otherwise become surety
(including, without limitation, liability by way of agreement,
contingent or otherwise, to purchase, to provide funds for payment,
to supply funds to or otherwise invest in any Person, or enter into
any working capital maintenance or similar agreement) in respect of
any obligation or Indebtedness of any other Person, except
guaranties by endorsement of negotiable instruments for deposit,
collection or similar transactions in the ordinary course of
business.

6.6  Leverage.   Borrower shall not permit the ratio of its Adjusted
Debt to its Tangible Net Worth, measured and reviewed monthly, to
exceed 2.00 to 1.00 at any time..

6.7  Intentionally left blank.

6.8  Use of Collateral.   Borrower shall not use any Collateral in
violation of any applicable statute, ordinance or regulation.

6.9   Intentionally left blank.

6.10 Transactions with Related Parties.

     (a)  Borrower shall not, without Bank's prior written consent, enter
     into or become a party to any transaction or arrangement including,
     without limitation, the purchase, sale, lease or exchange of
     property or the rendering of any service, with any Related Party,
     except for any lease or arrangement with Pubco Corporation and
     except in the ordinary course of business and pursuant to the
     reasonable requirements of the Borrower's business and upon fair and
     reasonable terms no less favorable to Borrower than would obtain in
     a comparable arm's-length transaction with a Person not a Related
     Party.

6.11 Capitalized Expenditures.   Borrower shall not make capitalized
expenditures or contracts for capitalized expenditures including
capitalized leases which are capitalized on the books of the
Borrower (excluding expenditures of insurance proceeds), in an
aggregate amount in excess of  Three Hundred Thousand Dollars
($300,000) during any calendar year thereafter, unless such
expenditures are fully paid for by insurance proceeds in accordance
with this Agreement.

6.12 Obligations to Bank.   Borrower shall not permit its aggregate
Obligations to Bank pursuant to Section 2.1 hereof at any time to
exceed the Borrower's currently approved Revolving Credit Loan.

6.13 Pension Plans.   Except as provided in Schedule 4.13, Borrower
does not sponsor, maintain or contribute any Pension Plan subject to
Title IV of ERISA.

6.14 Change of Ownership and Management.   Until the Loans are
repaid in full, each of the shareholdings of the shareholders of
Borrower shall not be reduced by more than 10% of their
shareholdings.  Borrower shall give Bank prompt written notice of
the death, disability or discharge from. employment as an executive
officer of Borrower of any Principal.  Without first obtaining the
written consent of Bank, none of the shareholders of Borrower shall
allow any restriction, lien or encumbrance to be imposed upon the
capital stock of Borrower except any pledge to Bank.

6.15 Fiscal Year.   Borrower shall not change its fiscal year-end
without sixty (60) days prior written notice to Bank and Bank's
written approval thereof

1.   COLLECTION AND RECEIPT OF PROCEEDS BY BORROWER.

     (a)  Prior to exercise by Bank of its rights under Section 8 of this
     Agreement, and except as provided in Subsection 7(b) of this
     Agreement, both (i) the lawful collection and enforcement of each of
     the Borrower's Accounts Receivable and (ii) the lawful receipt and
     retention by Borrower of all Proceeds of all of its Collateral,
     including Accounts Receivable and Inventory shall be as Bank's
     agent.  Borrower shall cause all remittances representing
     collections and Proceeds of Collateral to be mailed or delivered to
     Borrower's Lock Box Account, to which Bank shall have access for
     processing such items in accordance with the provisions, terms and
     conditions of the Lock Box Agreement.  All such lawful collections
     of Borrower's Accounts Receivable and such Proceeds of each
     Borrower's Accounts Receivable and Inventory which are received by
     Borrower, shall be remitted daily by Borrower to Bank in the form in
     which they are received by the Borrower, either by mailing or by
     delivering such collections and Proceeds to Bank, appropriately
     endorsed for deposit in the Cash Collateral Account.  Borrower shall
     not commingle such collections or Proceeds with any of its other
     funds or property, but shall hold such collections and Proceeds
     separate and apart therefrom upon an express trust for Bank.  Bank
     may, in its sole discretion, at any time and from time to time,
     apply all or any portion of the account balance in the Cash
     Collateral Account as a credit to any Obligations allowing one (1)
     day for collection and clearance of remittances; provided, however,
     that, in the event the Bank applies any Proceeds from the Cash
     Collateral Account and such payment includes uncollected funds,
     Borrower shall incur a charge for those uncollected funds at the
     rate payable on Advances.  If any remittance shall be dishonored, or
     if, upon final payment, any claim with respect thereto shall be made
     against Bank on its warranties of collection, Bank may charge the
     amount of such item against the Cash Collateral Account or any other
     Deposit Account maintained t)y the Borrower with Bank, and, in any
     event, retain same and Borrower's interest therein as additional
     security for the Obligations.  In such event, no allowance is made
     for collection and clearance.  The Bank may, in its sole discretion,
     release funds from the Cash Collateral Account to Borrower for use
     in the Borrower's business.  The balance in the Cash Collateral
     Account may be withdrawn by the Borrower upon termination of this
     Agreement.

     (b)  With respect to each Borrower's Instruments, Chattel Paper and
     Documents:

          (i)  Borrower shall daily deliver, or cause to be delivered, to Bank
          all of Borrower's Instruments, Chattel Paper and Documents,
          appropriately endorsed either, at Bank's option, (A) to Bank's
          order, without limitation or qualification, or (B) for deposit in
          the Cash Collateral Account.  Bank, or Bank's designated agent, is
          hereby constituted and appointed the Borrower's attorney-in-fact
          with authority and power to endorse any and all Instruments,
          Documents and Chattel Paper upon the Borrower's failure to do so.
          Such authority and power, being coupled with an interest, shall be
          (A) irrevocable until all Obligations are paid, performed and
          observed in full, (B) exercisable by Bank at any time and without
          any request upon the Borrower by Bank to so endorse and (C)
          exercisable in Bank's name or the Borrower's name,

          (ii) Borrower hereby waives presentment, demand, notice of dishonor,
          protest, notice of protest, and any and all other similar notices
          with respect thereto, regardless of the form of any endorsement
          thereof, and

          (iii)     Bank shall not be bound or obligated to take any action to
          preserve any rights therein against prior parties thereto.

1.   COLLECTION AND RECEIPT OF PROCEEDS BY BANK.   Borrower hereby
constitutes and appoints Bank, or Bank's designated agent, as its
attorney-in-fact to exercise, at any time, all or any of the
following powers which, being coupled with an interest, shall be
irrevocable until the complete and full payment, performance and
observance of all Obligations:

     (a)  to receive, retain, acquire, take, endorse, assign, deliver,
     accept and deposit, in Bank's name or the Borrower's name, any and
     all of the Borrower's cash, Instruments, Chattel Paper, Documents,
     Proceeds of Accounts Receivable, Proceeds of Inventory, and any
     other writings relating to any of the Collateral,

     (b)  (i) to transmit to Account Debtors, on any or all of the
     Borrower's Accounts Receivable, notice of assignment to Bank thereof
     and Bank's security interest therein, and (ii) to request from such
     Persons at any time, in Bank's name or in the Borrower's name,
     information concerning the Borrower's Accounts Receivable and the
     amounts owing thereon,

     (c)  to transmit to purchasers of any or all of the Borrower's
     Inventory, notice of Bank's security interest therein, and to
     request from such Persons at any time, in Bank's name or in the
     Borrower's name, information concerning the Borrower's Inventory and
     the amounts owing thereon by such purchasers,

     (d)  upon an Event of Default or Potential Default, to notify and
     require Account Debtors on the Borrower's Accounts Receivable and
     purchasers of the Borrower's Inventory to make payment of their
     indebtedness directly to Bank,

     (e)  to take or bring, in Bank's name or the Borrower's name, all
     steps, actions, suits or proceedings deemed by Bank necessary or
     desirable to effect the receipt, enforcement and collection of the
     Collateral, and

     (f)  to accept all collections in any form relating to the
     Collateral, including remittances which may reflect deductions, and
     to deposit the same into the Borrower's Cash Collateral Account or,
     at Bank's option, to apply them as a payment against the Loan
     Account.

1.   USE OF INVENTORY AND EOUIPMENT.   Until any Event of Default:

(a)  Borrower may retain possession of and use its Inventory and
Equipment in any lawful manner not inconsistent with this Agreement
or with the terms, conditions or provisions of any policy of
insurance thereon, and

(b)  Borrower may use and consume any raw materials or supplies, the
use and consumption of which are necessary in order to carry on its
business.

1.   EVENTS OF DEFAULT.   The occurrence of any one or more of the
following events shall constitute an Event of Default:

10.1 Failure to Pay; Certain Violations.   Borrower fails to pay any
installment of principal of or interest on the Note or Obligations
or any other sums of money when due and payable under this
Agreement, or Borrower breaches Sections 5.2, 5.7, 5.10 or  6.6 of
this Agreement.

10.2 Failure of Performance of this Agreement.   Borrower fails to
perform or observe any covenant or agreement contained in this
Agreement, other than payment of any sums of money payable hereunder
or as otherwise specified in Section 10.1 above, and such failure
remains unremedied for ten (10) days after receipt of written notice
from Bank.

10.3 Event of Default Under Any Security Instrument.   An event of
default occurs (with passage of time or service of notice, or both)
and is continuing under the terms of any Security Instrument.

10.4 Misrepresentation.   Any warranty, representation, or statement
made or furnished to Bank in connection with this Agreement or any
other writing evidencing or given -is security for any of the
Obligations by or on behalf of any Borrower proves to have been
false in any material respect when made, furnished or at any time
thereafter.

10.5 Cross-Default.   Borrower (a) fails to pay any Indebtedness
(other than as evidenced by the Notes) owing by the Borrower (with
respect to any indebtedness owed by the Borrower) when due, whether
at maturity, by acceleration, or otherwise, which individually
indebtedness is individually in excess of Twenty Five Thousand
Dollars ($25,000) or in the aggregate in excess of Fifty Thousand
Dollars ($50,000), or (b) fails to perform any term, covenant, or
agreement on its part to be performed under any agreement or
instrument (other than the Loan Documents) evidencing, securing, or
relating to Indebtedness, which indebtedness is individually, in
excess of Twenty Five Thousand Dollars ($25,000) or, in the
aggregate, Fifty Thousand Dollars ($50,000), when required to be
performed, or is otherwise in default thereunder, if the effect of
such failure is to accelerate, or to permit the holder(s) of such
Indebtedness or the trustee(s) under any such agreement or
instrument to accelerate, the maturity of such Indebtedness, whether
or not such failure shall be waived by such holder(s) or trustee(s).

10.6 Loss of Collateral.   Loss, damage, theft, destruction, levy,
seizure or attachment to, of or upon any of the Collateral which
could reasonably be expected to have a material adverse effect on
any of the Borrower's businesses, including any attempt to
accomplish the foregoing.

10.7 Sale of Collateral.   Except in the ordinary course of each
Borrower's business, the sale, lease, transfer, assignment,
encumbrance or other disposition of any of the Collateral material
to its business, except as contemplated hereby or by the Security
Instruments, without Bank's prior written authorization therefor,
including any attempt to accomplish the foregoing.

10.8 Lien.   Any lien resulting from a purchase money security
interest in excess of $35,000 in the aggregate,  any lien resulting
from operating leases in excess of $100,000 in the agreegate or any
other lien not perimitted under this Agreement or the Credit
Agreement shall be filed against Borrower or any of its property by
any Person, or any federal, state or municipal authority and shall
not be released or bonded off within twenty (20) days from its
attachment.

10.9 ERISA Default.   The occurrence of one or more ERISA Events
which Bank determines could have a material adverse effect on the
financial condition of Borrower.

10.10     Financial Impairment of Borrower.   Financial Impairment
of any Borrower.

If there shall occur any Event of Default set forth in 10.1 through
10.09 above, Bank, by written notice to the Borrower, may (a)
declare the unpaid principal of and accrued interest on all
Obligations to be immediately due and payable and (b) immediately
terminate Bank's commitment to make further Advances under this
Agreement, whereupon the Obligations shall become and be forthwith
due and payable, and such commitment shall be terminated, without
any further notice, presentment or demand of any kind, all of which
are hereby expressly waived by the Borrower.  If there shall occur
any Event of Default set forth in 10.10 above, all Obligations shall
automatically become and be immediately due and payable, and Bank's
commitment to make further Advances shall automatically be
terminated, without notice, presentment or demand of any kind, all
of which are hereby expressly waived by the Borrower.

2.   RIGHT AND REMEDIES UPON EVENT OF DEFAULT.   Upon the occurrence
of any Event of Default and at all times thereafter, Bank shall have
the rights and remedies of a secured party under the Uniform
Commercial Code in effect where the applicable Collateral is located
in addition to the rights and remedies of a secured party provided
elsewhere within this Agreement or in any other writing executed by
Borrower.  Bank may require the Borrower to assemble the Collateral
and make it available to Bank at a reasonably convenient place to be
designated by Bank.  Unless the Collateral is perishable, threatens
to decline speedily in value, or is of a type customarily sold on a
recognized market, Bank shall give the Borrower reasonable notice of
the time and place of any public sale of the Collateral or of the
time after which any private sale or other intended disposition
thereof is to be made.  The requirement of reasonable notice shall
be met if such notice is mailed (deposited for delivery, postage
prepaid, by U.S. mail) to either, at Bank's option (a) Borrower's
Location set forth in Subsection 4.19 of this Agreement (as modified
by any change therein of which Borrower has supplied notice in
writing to Bank), or (b) Borrower's address at which Bank
customarily communicates with Borrower, at least ten (10) days
before the time of the public sale or the time after which any
private sale or other intended disposition thereof is to be made.
Bank shall not be obligated to make any sale of the Collateral if it
shall determine not to do so, regardless of the fact that notice of
sale of the Collateral may have been given.  At any such public or
private sale, Bank may purchase the Collateral.  After deduction for
Bank's Related Expenses, the residue of any such sale or other
disposition shall be applied in satisfaction of the Obligations in
such order as Bank may determine.  Any excess, to the extent
permitted by law, shall be paid to the Borrower, and the Borrower
shall remain liable for any deficiency.  Bank's sole duty with
respect to the custody, safekeeping and physical preservation of the
Collateral in its possession shall be to deal with it in the same
manner as Bank deals with similar property for its own account.
Neither Bank nor any of its representatives, employees or agents
shall be liable for failure to demand, collect or realize upon all
or any part of the Collateral or for any delay in doing so nor shall
be under any obligation to sell or otherwise dispose of any
Collateral upon the request of Borrower or otherwise.

Upon the occurrence of an Event of Default, or in the event that a
petition is filed by or against Borrower under any provision of
Title 11 (the "Bankruptcy Code") of the United States Code, or in
the event there is an entry of an order for relief respecting
Borrower, or in the event of the appointment of a receiver, trustee
or custodian for Borrower or in the event that Borrower becomes a
debtor in possession, which actions in and of themselves do not
constitute a default pursuant to the provisions of the Bankruptcy
Code, Borrower, its successor in interest, or any other party
succeeding to Borrower's interests shall not under any circumstances
sell or in any way dispose of any or all of the Collateral without
the prior written consent of Bank which may demand (A) the immediate
return of the Collateral in the possession of Borrower or its
successor in interest or (B) an immediate cash payment of all of the
Obligations.  The option to accept the return of the Collateral and
Proceeds shall in no way relieve Borrower or its successor in
interest of any deficiency respecting the Obligations.

3.   ENVIRONMENTAL INDEMNITY.   Borrower shall defend, indemnify and
hold Bank harmless from and against any and all liabilities
(including strict liability), suits, actions, causes of action,
claims, demands, penalties, damages (including, without limitation,
damages to property or individuals, interest, penalties and monetary
sanctions), losses, costs and expenses (including, without
limitation, attorneys' fees if and to the extent permitted by law)
and remedial and clean-up costs (collectively, "Liabilities") that
may now or hereinafter be incurred or suffered by Bank because of,
resulting from, in connection with or arising in any manner
whatsoever out of the breach of any warranty or covenant or the
inaccuracy of any representation of Borrower contained or referred
to in Section 4.31 of this Agreement or that may be asserted as a
direct or indirect result of the presence, handling, treatment,
storage, transportation, removal, disposal, escape, seepage,
leakage, spillage, discharge, emission or release on or from any
Owned Real Estate of, or contamination by, any Hazardous Materials,
whether occasioned wholly or in part by any condition, accident or
event caused by any act or omission of Borrower.  Such Liabilities
shall include, without limitation: (i) injury to or death of any
person; (ii) damage to or loss of the use of any property; (iii) the
cost of any demolition and rebuilding of any improvements on any
Owned Real Estate and the repair, remediation, preparation for and
completion of any activity required by any federal, state or local
governmental agency, entity or authority having jurisdiction over
any Owned Real Estate ("Governmental Authority"); (iv) any lawsuit
brought or threatened, good faith settlement reached, or
governmental order relating to the presence, disposal, release or
threatened release of any Hazardous Materials on, from or under any
Owned Real Estate; and (v) the imposition and removal of any lien on
any Owned Real Estate arising from the activity of any Borrower on
any Owned Real Estate or from the existence of or contamination by
Hazardous Materials in, on or under any Owned Real Estate.  Any
amounts expended by Bank in connection with any Liabilities,
together with interest thereon at the Default Rate from and after
the date of advancement, shall be a part of the Obligations until
Borrower reimburses Bank for the cost thereof.  Notwithstanding the
foregoing, this indemnity shall survive repayment of the
Obligations, transfer of any Owned Real Estate by Borrower
(including without limitation foreclosure sale of any Owned Real
Estate or delivery of a deed in lieu of foreclosure) and assignment,
assumption, modification, amendment, cancellation, release,
termination or discharge of the Obligations, and shall not be
subject to any anti-deficiency laws.  In the event that Borrower
fails to remove any Hazardous Materials and/or cure any direct or
indirect violation of any Governmental Authority, Bank may cause any
Owned Real Estate to be remediated of any Hazardous Materials or
otherwise brought into conformance as required by any Governmental
Authority and any cost in connection therewith shall be a part of
the Obligations and shall bear interest thereafter until paid at the
Default Rate.

4.   CONDITIONS OF LENDING.

13.1 First Loans.   The obligation of Bank to make Loans shall be
subject to satisfaction in a manner satisfactory to Bank of the
following conditions on or prior to the making of such Loans, unless
waived in writing by Bank:

     (a)  all legal matters and Loan Documents incident to the
     transactions contemplated hereby shall be satisfactory, in form and
     substance, to Bank's counsel;

     (b)  Bank shall have received (i) certificates by an authorized
     officer of Borrower, upon which Bank may conclusively rely until
     superseded by similar certificates delivered to Bank, certifying (A)
     all requisite action taken in connection with the transactions
     contemplated hereby and (B) the names, signatures, and authority of
     each of Borrower's authorized signers executing the Loan Documents,
     and (ii) such other documents as Bank may reasonably require to be
     executed by, or delivered on behalf of, Borrower;

     (c)  Bank shall have received the Note with all blanks appropriately
     completed, executed by authorized signers of Borrower;

     (d)  Intentionally left blank;

     (e)  Bank shall have received the written opinion of legal counsel
     selected by the Borrower and acceptable to Bank, dated the date of
     this Agreement and covering such matters as Bank may reasonably
     require;

     (f)  Bank shall have received written instructions from Borrower
     with respect to disbursement of the proceeds of the Loans;

     (g)  Bank shall have received all Security Instruments duly executed
     by all parties thereto and any and all additional documents required
     under any Security Instrument; and

     (h)  there shall have occurred no substantial change to the facts
     and/or circumstances of Borrower's operations, Collateral or the
     financial conditions of Borrower or of its principals prior to the
     Closing;

13.2 Each Advance.   The obligation of Bank to make any Advance
shall be subject to initial compliance with Section 13.1 of this
Agreement and also subject to satisfaction of the conditions that at
the date of making such Advance, and after giving effect thereto:

     (a)  no Event of Default or Potential Default shall have occurred
     and be then continuing;

     (b)  each representation and warranty set forth in Section 4 of this
     Agreement shall be true and correct as if then made;

     (c)  the making of such Advance shall not contravene any law, rule
     or regulation applicable to Bank;

     (d)  not later than 2:00 p.m., Cleveland time, on such date Bank
     shall have received, in writing, a request by Borrower to Bank for
     an Advance in the requested amount;

     (e)  Bank shall have received such other approvals, opinions or
     documents as it may reasonably request. Borrower shall, at the time
     of each borrowing under this Agreement, deliver to Bank a Borrower's
     Certificate fully completed as to all figures and information called
     for therein and certified complete and correct by a duly authorized
     officer of Borrower.  The acceptance by Borrower of the proceeds of
     any Advance shall be deemed to constitute as of the date of
     acceptance: (a) a representation and warranty by Borrower that all
     conditions to making such Advance set forth in this Agreement have
     been satisfied, and (b) a confirmation by Borrower of the granting
     and continuance of the Lien in favor of Bank created by the Security
     Instruments.

1.   GENERAL.

     (a)  If any provision, term or portion of this Agreement (including,
     without limitation, (i) any indebtedness, obligation, liability,
     contract, agreement, indenture, warranty, covenant, guaranty,
     representation or condition of this Agreement made, assumed or
     entered into, (ii) any act or action taken under this Agreemeit or
     (iii) any application of the Agreement) or the other Loan Documents
     is for  any reason held to be illegal or invalid, such illegality or
     invalidity shall not affect any either such provision, term or
     portion of this Agreement or the other Loan Documents, each of which
     shall be construed and enforced as if such illegal or invalid
     provision, term, or portion were not contained in this Agreement or
     the other Loan Documents.  Any illegality or invalidity of any
     application of this Agreement or the other Loan Documents shall not
     affect any legal and valid application of this Agreement or the
     other Loan Documents, and each provision, term and portion of this
     Agreement or the other Loan Documents shall be deemed to be
     effective, operative, made, entered into or taken in the manner and
     to the full extent permitted by law.

     (b)  Bank shall not be deemed to have waived any of Bank's rights
     under this Agreement or the other Loan Documents or under any other
     agreement, instrument or document executed by Borrower, unless such
     waiver be in writing and signed by Bank.  No delay or omission on
     the part of Bank in exercising any right shall operate as a waiver
     of such right or any other right.  A waiver on any one occasion
     shall not be construed as a bar to or waiver of any right or remedy
     on any future occasion.  The acceptance by Bank of any partial
     payments of the Obligations after an Event of Default shall not
     constitute a waiver of such Event of Default, nor extend any
     applicable cure period.  All of Bank's rights and remedies, whether
     evidenced by this Agreement or the other Loan Documents or by any
     other agreement, instrument or document, shall be cumulative and may
     be exercised singularly or concurrently.

     (c)  Any notice or communication given under the Loan Documents
     shall be in writing and shall be given by personal delivery, by
     registered or certified mail, return receipt requested, postage
     prepaid, or by overnight delivery service (provided a receipt is
     given therefor), addressed as follows:

To Bank:                             National City Bank
                                        1900 East Ninth Street,
                                        Locator #2083
                                        Cleveland, Ohio 44114
                                        Attention:  Anthony DiMare,
                                        Corporate Banking

To Borrower:                         Allied Construction Products,
Inc.
                                        3900 Kelley Avenue
                                        Cleveland, Ohio  44114
                                        Attention:  Richard E.
                                        Hojnacki, COO

                                        and

                                        Stephen R. Kalette, Esq.
                                        General Counsel,  Pubco
                                        Corporation
                                        3830 Kelley Avenue
                                        Cleveland, Ohio 44114

     or to such other addresses or parties as either party may
     designate by notice given in accordance herewith.  Any notice
     given in the manner set forth herein shall be deemed received
     as follows: (i) if personally delivered, on the date delivered;
     (ii) if mailed through the United States Postal Service by
     registered or certified mail, return receipt requested, postage
     prepaid, three (3) days after the date of deposit in the mail;
     (iii) if sent by overnight delivery, one (1) day after deposit
     with such delivery service.

     (d)  If at any time or times, by assignment or otherwise, Bank
     transfers any of the Obligations or any part of the Collateral to
     another Person, such transfer shall carry with it Bank's powers and
     rights under this Agreement and the other Loan Documents with
     respect to the Obligation or Collateral so transferred and the
     transferee shall have said powers and rights, whether or not they
     are specifically referred to in the transfer.  To the extent that
     Bank retains any other of the Obligations or any part of the
     Collateral, Bank shall continue to have the rights and powers with
     respect to such Obligations and the Collateral as set forth in this
     Agreement.  No amendment to this Agreement shall be effective unless
     in writing and signed by Borrower and Bank.

     (e)  The laws of the State of Ohio shall govern the construction of
     this Agreement (including, without limitation, any terms not
     specifically defined in the Agreement that may be so specifically
     defined pursuant to Ohio Revised Code Sections 1309.01-1309.50,
     inclusive, and including any amendments thereof or any substitutions
     therefor) and the rights and duties of the Borrower and Bank.  This
     Agreement shall be binding upon and inure to the benefit of the
     Borrower and Bank and their respective successors and assigns.  The
     rights and powers given in this Agreement to Bank are in addition to
     those otherwise created or existing in the same Collateral by virtue
     of other agreements or writings.

     (f)  Borrower (i) hereby irrevocably submits to the jurisdiction of
     the state courts of the State of Ohio and to the jurisdiction of the
     United States District Court for the Northern District of Ohio, for
     the purpose of any suit, action or other proceeding arising out of
     or based upon this Agreement or any other Loan Document or the
     subject matter hereof or thereof brought by Bank or its successors
     or assigns, (ii) hereby waives, and agrees not to assert, by way of
     motion, as a defense or otherwise, in any such suit, action or
     proceeding, any claim that it is not subject personally to the
     jurisdiction of the above-named courts, that its property is exempt
     or immune from attachment or execution, that the suit, action or
     proceeding is brought in an inconvenient forum, that the venue of
     the suit, action or proceeding is improper or that this Agreement or
     any other Loan Document or the subject matter hereof or thereof may
     not be enforced in or by such court, (iii) hereby waives any right
     to demand trial by jury and (iv) hereby waives and agrees not to
     seek any review by any court of any jurisdiction other than the
     State of Ohio and the Northern District of Ohio which may be called
     upon to grant an enforcement of the judgment of any such Ohio state
     or federal court.  Borrower hereby consents to service of process by
     registered or certified mail at the address to which notices are to
     be given.  Borrower agrees that its submission to jurisdiction and
     its consent to service of process by mail is made for the express
     benefit of Bank.  Final judgment against Borrower in any such
     action, suit or proceeding may be enforced in other jurisdictions by
     suit, action or proceedings on the judgment, or in any other manner
     provided by or pursuant to the laws of such other jurisdictions;
     provided, however, that Bank may at its option bring suit, or
     institute other judicial proceedings, against Borrower or any of its
     assets in any state or federal court of the United States or of any
     country or place where Borrower, or such assets, may be found.

     (g)  Borrower may terminate this Agreement by giving Bank not less
     than ten (10) days prior written . notice of termination and by
     paying, performing and observing in full all Obligations, including,
     without limitation, applicable prepayment penalties.
     Notwithstanding the termination of the Revolving Credit Loan
     hereunder, however, this Agreement and the security interest in the
     Collateral shall continue in full force and effect after such
     termination until all Obligations of the Borrower to Bank have been
     paid, performed, and observed in full.

     (h)  In this Agreement, unless the context otherwise requires, words
     in the singular include the plural, and in the plural include the
     singular.  Words in the masculine, feminine and neuter include the
     others.

     (i)  Borrower hereby releases Bank from and agrees to indemnify and
     hold harmless Bank, and its officers, agents and employees, from and
     against any and all claims or demands of Borrower or any other
     Person for damage or loss caused by any act or acts under this
     Agreement or in furtherance of this Agreement whether by omission or
     commission, and whether based upon any error of judgment or mistake
     of law or fact (except willful misconduct) on the part of Bank or
     its officers, agents and employees.

     (j)  Bank shall have the right, in addition to all other rights and
     remedies available to it, to set off at any time the Unpaid balance
     of the Loan Account and any other Obligations against any
     indebtedness or obligations owing Borrower by Bank including,
     without limitation, all Cash Security.

     (k)  Bank is hereby authorized to fill in all blank spaces in this
     Agreement, to correct patent errors in this Agreement, to complete
     or correct the description of the Collateral and to date this
     Agreement.  Borrower shall, upon request of Bank, promptly take such
     action and promptly make, execute and deliver all such additional
     and further items, deeds, assurances and instruments as Bank may
     reasonably require, including, without limitation, financing
     statements, so as to completely vest in and ensure to Bank its
     rights hereunder and in and to the Collateral.

     (l)  Borrower hereby authorizes Bank or Bank's designated agent (but
     without obligation by Bank to do so) to incur Related Expenses
     (whether prior to, upon or subsequent to any Event of Default), and
     Borrower shall promptly repay, reimburse and indemnify Bank for any
     and all Related Expenses.  Bank may, at its option, debit Related
     Expenses directly to the Loan Account.

     (m)  Whenever any Payment under this Agreement or under the Notes
     becomes due on a date which Bank is not open for the transaction of
     business, such payment shall be due on the next succeeding business
     day and such extension of time shall be included in computing
     interest in connection with such payment.

     IN WITNESS WHEREOF, the parties hereto have caused this Credit
Facility and Security Agreement to be executed on the day and year
first above written.

                                   BORROWER:

                                   ALLIED CONSTRUCTION PRODUCTS,
                                   INC.



                                   By:__________________________
                                   Name:  Richard E. Hojnacki
                                   Title:    Executive Vice
                                   President



                                   And By:______________________
                                   Name:     Stephen R. Kalette
                                   Title:       Secretary


                                   BANK:

                                   NATIONAL CITY BANK


                                   By:_________________________
                                   Anthony J. DiMare
                                   Senior Vice President


                      REVOLVING CREDIT NOTE

$3,000,000            Cleveland, Ohio,         November 1, 2001

FOR VALUE RECEIVED, the undersigned, ALLIED CONSTRUCTION PRODUCTS,
INC. (Borrower),  a Delaware corporation, promises to pay to the
order of NATIONAL CITY BANK, at the payee's main office in
Cleveland, Ohio, the principal sum of

 THREE MILLION DOLLARS

(or, if less, the aggregate unpaid principal balance from time to
time shown on the books and records of the payee), together with
interest computed thereon in accordance with the Credit Agreement
referred to below, which principal and interest is payable in
accordance with the provisions in the Credit Agreement.

This note is issued pursuant to a certain Credit Facility and
Security Agreement (the "Credit Agreement") made as of October 23,
2001 by and between the payee and Borrower.  The Credit Agreement
contains definitions applicable to this note, provisions governing
the making of loans, the acceleration of the maturity thereof,
rights of prepayment and other provisions applicable to this note.
Each endorsement, if any, on the reverse side of this note (or any
allonge thereto) shall be prima facie evidence of the data so
endorsed.

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 the indebtedness represented by this note
shall have become due, whether by lapse of time or by acceleration
of maturity, to waive the issuance and service of process, to
present this note (together with any endorsement or endorsements
thereon) to the court, to admit the maturity thereof and the
nonpayment thereof when due, to confess judgment against Borrower in
favor of the holder of this note 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 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, the holder of this note may
nevertheless utilize the foregoing warrant of attorney in thereafter
obtaining additional judgment or judgments against Borrower.

Address:                                  ALLIED CONSTRUCTION PRODUCTS, INC.
  3900 Kelley Avenue
  Cleveland, Ohio  44114
                                          By:_________________________
                                          Name:  Richard E. Hojnacki
                                          Title: Executive Vice President

                                          And By:_____________________
                                          Name:  Stepehen R. Kalette
                                          Title: Secretary



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 COLLECTFROM 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.


<PAGE>
1/03/02                                                 EXHIBIT 10.38

                 AMENDMENT NO. 1 TO CREDIT AGREEMENT


      This Amendment to Credit Agreement (this "Amendment") is  made
as  of January 3, 2002, by and between ALLIED CONSTRUCTION PRODUCTS,
LLC  (successor  by  merger to Allied Construction  Products,  Inc.)
("Borrower") and  NATIONAL CITY BANK (the "Bank").

       WHEREAS,  Allied  Construction  Products,  Inc.,  a  Delaware
corporation,  and  Bank  have entered into  a  Credit  Facility  and
Security  Agreement  dated as of October 23, 2001,  as  such  Credit
Facility  and  Security Agreement may be amended   and  supplemented
from  time  to  time  (the  "Credit Agreement")  pursuant  to  which
$3,000,000  of  revolving credit was granted to Allied  Construction
Products, Inc.; and

      WHEREAS, Allied Construction Products, Inc. granted to Bank  a
lien  on  its personal property and fixtures pursuant to a  Security
Agreement  dated as of October 23, 2001 (the "Security  Agreement");
and

      WHEREAS,  Borrower has advised Bank that a new entity,  Allied
Construction  Products,  LLC, a Nevada  limited  liability  company,
qualified  to  transact  business in the State  of  Ohio  (the  "New
Entity"),  has  been formed, effective January 1, 2002,  and  Allied
Construction Products, Inc. (the "Old Entity") has been merged  into
the New Entity; and

     WHEREAS, Borrower and the Bank desire to make certain
amendments to the Credit Agreement and the Security Agreement to
evidence the New Entity as the borrower/grantor thereunder.

      NOW  THEREFORE, in consideration of the premises  and  of  the
respective  covenants and conditions herein contained, Borrower  and
Bank hereby agree as follows:

          1.   Borrower and Bank hereby specifically acknowledge and
agree that Allied Construction Products, Inc., a Delaware
corporation, has been merged into Allied Construction Products, LLC,
a Nevada limited liability company, resulting in Allied Construction
Products, LLC becoming the successor entity and the Borrower under
the Credit Agreement and grantor under the Security Agreement.

          2.   Borrower and Bank further acknowledge and agree that,
by executing this Amendment, Allied Construction Products, LLC, as
the successor by merger to Allied Construction Products, Inc.,
hereby assumes any and all of the liabilities, obligations, rights
and privileges of the Borrower under the Credit Agreement and the
Revolving Credit Note dated November 1, 2001 (the "Revolving Credit
Note") and as grantor under the Security Agreement.

          3.   Borrower further agrees to execute and deliver such
documents and instruments as may be requested by the Bank to
evidence and effectuate the foregoing.

           4.    All  of  the  terms and conditions  of  the  Credit
Agreement, the Revolving Credit Note and the Security Agreement  not
specifically amended or supplemented by this Amendment shall  remain
in full force and effect.
<PAGE>

      IN  WITNESS  WHEREOF,  Borrower and Bank  have  executed  this
Amendment as of the date first above written.

NATIONAL CITY BANK.                   ALLIED CONSTRUCTION
                                      PRODUCTS, LLC




By ________________________        By ________________________
   Name:  Anthony J. Dimare           Name:
   Title: Senior Vice President       Title:

                                      And By _____________________
                                      Name:
                                      Title:
2788:
<PAGE>
                                                        EXHIBIT 10.39








                   C R E D I T   A G R E E M E N T


                               between


                          PUBCO CORPORATION


                                 and

                         NATIONAL CITY BANK

                           August 6, 2001

                 ($10,000,000 of Revolving Credits)






















<PAGE>


                          CREDIT AGREEMENT


Agreement made as of  August 6, 2001 by and between PUBCO
CORPORATION  (Borrower) and NATIONAL CITY BANK (Bank):

1A.  CROSS-REFERENCE -- Certain terms are defined in section 9.

1B.   SUMMARY -- This Agreement sets forth the terms and  conditions
upon  which  the  Borrower may obtain Subject Loans on  a  revolving
basis  until  the Expiration Date.  This Agreement also  sets  forth
covenants and warranties made by the parties to induce each other to
enter into this Agreement and contains other Material provisions.

2A.  SUBJECT COMMITMENT -- The basic terms of the Subject Commitment
and the compensation therefor are as follows:

     2A.01   AMOUNT -- The amount of the Subject Commitment  is  ten
     million  dollars ($10,000,000), but that amount may be  reduced
     from  time to time pursuant to subsection 2A.03 and the Subject
     Commitment may be terminated pursuant to section 5B.

     2A.02  TERM -- The Subject Commitment shall commence as of  the
     date  of  this  Agreement  and shall  remain  in  effect  on  a
     revolving  basis  until  June 30, 2003  (the  Expiration  Date)
     EXCEPT  that  a  later Expiration Date may be established  from
     time  to time pursuant to subsection 2A.05 and EXCEPT that  the
     Subject  Commitment  shall end in any event  upon  any  earlier
     reduction thereof to zero pursuant to subsection 2A.03  or  any
     earlier termination pursuant to section 5B.

     2A.03  OPTIONAL REDUCTIONS -- Borrower shall have the right, at
     all   times  and  without  the  payment  of  any  premium,   to
     permanently  reduce  the amount of the  Subject  Commitment  by
     giving  Bank  one  Banking Day's prior written  notice  of  the
     amount  of  each such reduction and the effective date  thereof
     subject, however, to the following:

          (a)  No such reduction shall reduce the Subject Commitment
          to a lesser aggregate amount than the sum of the aggregate
          unpaid  principal  balance of the  Fixed-Rate  Loans  then
          outstanding plus the aggregate unpaid principal balance of
          any  Fixed-Rate  Loans  to  be obtained  pursuant  to  any
          unfulfilled Credit Request under subsection 2B.02 plus the
          aggregate unpaid principal balance of the prior loans,  if
          any, then outstanding.

          (b)   Concurrently  with  each  reduction  Borrower  shall
          prepay  such part, if any, of the principal of the Subject
          Loans  then outstanding as may be in excess of the  amount
          of the Subject Commitment as so reduced.  Subsection 2B.13
          and section 6C shall apply to each such prepayment.

     2A.04   COMMITMENT  FEE  --  Borrower  agrees  to  pay  Bank  a
     commitment fee

          (a)   based  on the average daily difference  between  the
          amount  of  the Subject Commitment from time  to  time  in
          effect  and the aggregate unpaid principal balance of  the
          Subject Loans and Subject LC's then outstanding,

          (b)   computed at the rate of one-quarter of  one  percent
          (1/4%) per annum so long as the Subject Commitment remains
          in effect and

          (c)    payable  in  arrears  on  September  30,  2001  and
          quarter-annually thereafter and at the end of the  Subject
          Commitment.

     2A.05   EXTENSION  OF SUBJECT COMMITMENT --  Whenever  Borrower
     furnishes its audited financial statements to Bank pursuant  to
     clause (b) of subsection 3A.01, commencing with the year ending
     December  31,  2001,  Borrower may  request  that  the  Subject
     Commitment  be extended one year to the June 30 next  following
     the  Expiration  Date  then in effect.   Bank  agrees  to  give
     consideration to each such request; but in no event shall  Bank
     be  committed to extend the Subject Commitment, nor  shall  the
     Subject  Commitment  be  so extended,  unless  and  until  both
     Borrower  and  Bank  shall  have  executed  and  delivered   an
     extension agreement substantially in the form of Exhibit C with
     the blanks appropriately filled.

2B.   SUBJECT  LOANS  -- Bank agrees that so  long  as  the  Subject
Commitment remains in effect Bank will, subject to the conditions of
this  Agreement, grant Borrower such Subject Loans as  Borrower  may
from time to time request.

     2B.01  SUBJECT NOTE -- The Subject Loans shall be evidenced  at
     all times by a Subject Note executed and delivered by Borrower,
     payable to the order of Bank in a principal amount equal to the
     dollar  amount  of the Subject Commitment as in effect  at  the
     execution  and delivery of the Subject Note and  being  in  the
     form  and  substance of Exhibit B with the blanks appropriately
     filled.

          (a)   Whenever Borrower shall obtain a Subject Loan,  Bank
          shall endorse an appropriate entry on the Subject Note  or
          make  an  appropriate entry in a loan  account  in  Bank's
          books  and  records, or both.  Each entry shall  be  prima
          facie evidence of the data entered; but such entries shall
          not be a condition to Borrower's obligation to pay.

          (b)   No  holder  of  any Subject Note  shall  transfer  a
          Subject Note, or seek a judgment or file a proof of  claim
          based  on  a  Subject  Note, without in  each  case  first
          endorsing  the  Subject Note to reflect  the  true  amount
          owing thereon.

     2B.02   CREDIT REQUESTS -- Whenever Borrower desires to  borrow
     pursuant  to  this  Agreement,  Borrower  shall  give  Bank  an
     appropriate notice (a Credit Request) with such information  as
     Bank  may  reasonably  request.  The Credit  Request  shall  be
     irrevocable  and shall (EXCEPT in the case of any  obtained  at
     the  execution and delivery of this Agreement) be given to Bank
     not later than 12:00 noon Cleveland time

          (a)   on the Banking Day the proceeds of any requested  RR
          Loan is to be disbursed to Borrower and

          (b)   on  the third (3d) Banking Day prior to the  Banking
          Day  on which the proceeds of any requested LIBOR Loan are
          to be disbursed to Borrower.

     Each  Credit  Request shall be made either  in  writing  or  by
     telephone,  PROVIDED  that  any  telephone  request  shall   be
     promptly  confirmed in writing and Borrower  shall  assume  the
     risk of misunderstanding.

     2B.03  CONDITION:  NO DEFAULT -- Borrower shall not be entitled
     to obtain any Subject Loan if

          (a)  any Default Under This Agreement shall then exist  or
          would thereupon begin to exist or

          (b)   any  representation or warranty made in  subsections
          4B.01 through 4B.08 (both inclusive) shall have ceased  to
          be true and complete in any Material respect or

          (c)  there shall have occurred any Material adverse change
          in  Borrower's financial condition, properties or business
          since  the  date of Borrower's Most Recent 4A.04 Financial
          Statements   or   in   its  then  most  recent   financial
          statements,   if  any,  furnished  to  Bank  pursuant   to
          subsection 3A.01.

     Each Credit Request, both when made and when honored, shall  of
     itself  constitute a continuing representation and warranty  by
     Borrower  that  Borrower is entitled to  obtain,  and  Bank  is
     obligated to make, the requested Subject Loan.

     2B.04   CONDITION:   PURPOSE  -- Borrower  shall  not  use  the
     proceeds  of any Subject Loan in any manner that would  violate
     or  be  inconsistent with Regulation U or X  of  the  Board  of
     Governors  of the Federal Reserve System; nor will it  use  any
     such  proceeds for the purpose of financing the acquisition  of
     any corporation or other business entity if the acquisition  is
     publicly  opposed by the latter's management and if Bank  deems
     that  its participation in the financing would involve it in  a
     conflict of interest.

     2B.05   LOAN  MIX  --  The  Subject  Loans  at  any  one   time
     outstanding  may  consist of RR Loans or  LIBOR  Loans  or  any
     combination  thereof as Borrower may from  time  to  time  duly
     elect.

     2B.06  AMOUNT -- No Subject Loan shall be made if, after giving
     effect  thereto, the aggregate unpaid principal balance of  the
     Subject Loans would exceed the amount of the Subject Commitment
     then in effect.  Each Fixed-Rate Loan shall be in the principal
     sum  of  one million dollars ($1,000,000) or any greater amount
     (subject  to  the aforesaid limitations) that is a multiple  of
     one hundred thousand dollars ($100,000).

     2B.07   CONTRACT  PERIODS -- Each Fixed-Rate  Loan  shall  have
     applicable  thereto  a Contract Period to be  duly  elected  by
     Borrower in the Credit Request therefor.  Each Contract  Period
     shall  begin on the date the loan proceeds are to be  disbursed
     and shall end on such date, not later than the Expiration Date,
     as Borrower may select subject, however, to the following:

          The  Contract  Period for each LIBOR Loan  shall  end  one
          month  or  two or three or six months after  the  date  of
          borrowing; PROVIDED, that

               (1)   if any such Contract Period otherwise would end
               on  a  day  that is not a Banking Day, it  shall  end
               instead on the next following Banking Day unless that
               day  falls in another calendar month, in which latter
               case  the  Contract Period shall end instead  on  the
               last  Banking  Day  of  the next  preceding  calendar
               month, and

               (2)   if  the Contract Period commences on a day  for
               which  there  is  no  numerical  equivalent  in   the
               calendar  month in which the Contract  Period  is  to
               end,  it  shall end on the last Banking Day  of  that
               calendar month.

     2B.08   MATURITIES -- The stated maturity of each RR Loan shall
     be the Expiration Date.  The stated maturity of each Fixed-Rate
     Loan  shall  be the last day of the Contract Period  applicable
     thereto.   In  no event, however, shall the stated maturity  of
     any Subject Loan be later than the Expiration Date.

     2B.09  ROLLOVER -- If

          (a)   prior  to  the Expiration Date any  Fixed-Rate  Loan
          shall  not be paid in full at the stated maturity  thereof
          and

          (b)  Borrower shall have failed to duly give Bank a timely
          Credit Request in respect thereof,

     Borrower  shall  be  deemed to have duly given  Bank  a  timely
     Credit Request to obtain (and Bank shall accordingly make) a RR
     Loan in a principal amount equal to the unpaid principal of the
     Fixed-Rate  Loan then due, the proceeds of which RR Loan  shall
     be  applied to the payment in full of the Fixed-Rate Loan  then
     due; PROVIDED that no such RR Loan shall of itself constitute a
     waiver of any then-existing Default Under This Agreement.

     2B.10   INTEREST:   RR LOANS -- The principal  of  and  overdue
     interest on the RR Loans shall bear interest payable in arrears
     on  the  first  business day of each January, April,  July  and
     October  and  at  maturity  and computed  (in  accordance  with
     subsection 8.10)

          (a)  prior to maturity, at a fluctuating rate equal to the
          Reference Rate from time to time in effect;  and

          (b)  after maturity (whether occurring by lapse of time or
          by  acceleration),  at a fluctuating  rate  equal  to  the
          Reference  Rate  from  time to time  in  effect  plus  the
          applicable  RR margin (if any) plus two percent  (2%)  per
          annum,

     with  each  change  in  the Reference  Rate  automatically  and
     immediately changing the rate thereafter applicable to  the  RR
     Loans; PROVIDED, that in no event shall the rate applicable  to
     the  RR Loans after the maturity thereof be less than the  rate
     applicable thereto immediately after maturity.

     2B.11   INTEREST:  FIXED-RATE LOANS --  The  principal  of  and
     overdue  interest on each Fixed-Rate Loan shall  bear  interest
     computed  (in accordance with subsection 8.10) and  payable  as
     follows:

          (a)  Prior to maturity each LIBOR Loan shall bear interest
          at a rate equal to

               the  LIBOR Pre-Margin Rate in effect at the start  of
               the applicable Contract Period plus

               the applicable LIBOR margin, namely, one and one half
               percent (1.5%) per annum prior to the Expiration Date
               and  three and one half percent (3.5%) per  annum  on
               and after the Expiration Date.

          (b)  After maturity (whether occurring by lapse of time or
          by acceleration), each Fixed-Rate Loan shall bear interest
          computed and payable in the same manner as in the case  of
          RR Loans EXCEPT that in no event shall any Fixed-Rate Loan
          bear  interest after maturity at a lesser rate  than  that
          applicable thereto immediately after maturity.

          (c)  Interest on each Fixed-Rate Loan shall be payable  in
          arrears  on the last day of the Contract Period applicable
          thereto  and at maturity and, in the case of any  Contract
          Period  having a longer term than ninety (90) days,  shall
          also  be  payable every three (3) months (in the  case  of
          LIBOR Loans) after the first day of the Contract Period.

     2B.12  DISBURSEMENT -- Bank shall disburse the proceeds of each
     Subject  Loan to Borrower's general checking account with  Bank
     in  the  absence of written instructions from Borrower  to  the
     contrary.

     2B.13  PREPAYMENTS -- Borrower may from time to time prepay the
     principal of the RR Loans in whole or in part and may from time
     to  time prepay the principal of any given series of Fixed-Rate
     Loans in whole or in part, subject to the following:

          (a)   Each prepayment of Fixed-Rate Loans shall be applied
          solely  to  a single Fixed-Rate Loan, shall aggregate  one
          million  dollars ($1,000,000) or any multiple  of $100,000
          or  an amount equal to the then aggregate unpaid principal
          balance thereof.

          (b)   Each prepayment of the RR Loans may be made  without
          penalty  or  premium.  Any prepayment  of  any  Fixed-Rate
          Loans  (regardless of the reason for the prepayment) shall
          be  subject  to the payment of any indemnity  required  by
          section 6C.

          (c)   No  prepayment  shall of itself reduce  the  Subject
          Commitment.

          (d)   Concurrently  with each prepayment,  Borrower  shall
          prepay the interest accrued on the prepaid principal.

     2B.14  FIXED-RATE LOANS:  UNAVAILABILITY -- If at any time

          (a)   Bank  shall  determine that dollar deposits  of  the
          relevant amount for the relevant Contract Period  are  not
          available  in the London interbank eurodollar  market  (in
          the  case of a LIBOR Loan) for the purpose of funding  the
          Fixed-Rate Loan in question, or

          (b)   Bank  shall  determine that circumstances  affecting
          that  market  make it impracticable for Bank to  ascertain
          the rate or rates applicable to such Fixed-Rate Loans,

     then  and  in each such case Bank shall, by written  notice  to
     Borrower,  suspend Borrower's right thereafter to obtain Fixed-
     Rate  Loans  of  the kind in question, which  suspension  shall
     remain  in  effect until such time, if any, as  Bank  may  give
     written  notice to Borrower that the condition giving  rise  to
     the suspension no longer prevails.

     2B.15   FIXED-RATE  LOANS:  ILLEGALITY -- If  any  governmental
     authority  shall assert that it is unlawful for Bank  to  fund,
     make or maintain any Fixed-Rate Loans,

          (a)   Bank  shall  give  Borrower  prompt  written  notice
          thereof and

          (b)  Borrower shall promptly pay in full the principal  of
          and  interest on the Fixed-Rate Loan in question and  make
          the reimbursement, if any, required by section 6C.

2C.  LETTERS OF CREDIT -- Borrower and Bank agree that Borrower may
request the issuance of letters of credit (each a "Subject LC")
having stated amounts in the aggregate not to exceed $7,500,000.
Borrower agrees that any Subject LC amount shall reduce the
availability of the Revolving Commitment.

     2C.01  REIMBURSEMENT -- Borrower agrees that in respect of  any
     Subject LC, the Borrower shall execute and deliver to the  Bank
     a reimbursement agreement in form and substance satisfactory to
     the  Bank.  Unless  otherwise  set  forth  in  a  reimbursement
     agreement, the issuance fees, commission and draw fees relating
     to such Subject LC shall be in accordance with the following:

                       Standby LC's           Commercial/Import LC's

      Issuance Fee     $200                   $75.00
      Commission       flat 1% (per year)
      Draw  Fee        $100/draw              % flat fee ($75.00 min)

     Such  other fees as may be provided to Borrower from Bank  from
     time  to time in accordance with the fee schedule set forth  on
     Attachment A hereto, as such fee schedule may be amended and/or
     supplemented from time to time.

     2C.02   SUBJECT LC LOAN BACK-UP -- Borrower agrees that in  the
     event   Borrower  for  any  reason  fails  to  make  a   timely
     reimbursement (together with interest, if any, thereon) to  any
     Bank  in respect of any draft or other item paid by such  Bank,
     the Bank is irrevocably authorized in each case to prepare,  to
     sign Borrower's name to, and to deliver on Borrower's behalf an
     appropriate  Credit Request requesting a Series of Prime  Loans
     in  an aggregate amount equal to the reimbursement amount  plus
     any  interest  thereon.  The Bank agrees that on the  specified
     date, the Bank will make the requested Prime Loans even if  any
     Default  Under  This Agreement shall then  exist  and  even  if
     Borrower  for  any other reason would, but for this  provision,
     then  be  not entitled to obtain any Subject Loan.  Bank  shall
     disburse  all such loan proceeds directly to satisfy Borrower's
     aforesaid reimbursement liability.

     2C.03   UNCONDITIONAL OBLIGATION -- The obligation of the  Bank
     to  make,  and of Borrower to pay, each Series of  Prime  Loans
     made  pursuant  to  subsection  2C.02  shall  be  absolute  and
     unconditional  and shall be performed under all  circumstances,
     including (without limitation)

          (a)  any lack of validity or enforceability of any Subject
          LC,

          (b)   the existence of any claim, offset, defense or other
          right  that  Borrower may have against the beneficiary  of
          any Subject LC or any successor in interest,

          (c)   the existence of any claim, offset, defense or other
          right  that any Bank may have against Borrower or  any  of
          its Subsidiaries or against the beneficiary of any Subject
          LC  or  against  any successor in interest  owing  to  the
          foregoing,

          (d) the existence of any fraud or misrepresentation in the
          presentment  of any or any draft or other item  drawn  and
          paid under any Subject LC or

          (e)  any  payment of any draft or other item by  any  Bank
          which  does  not  strictly comply with the  terms  of  any
          Subject   LC   provided  such  payment  shall   not   have
          constituted gross negligence or willful misconduct.

3A.   INFORMATION  -- Borrower agrees that so long  as  the  Subject
Commitment  remains  in  effect  and thereafter  until  the  Subject
Indebtedness shall have been paid in full, Borrower will perform and
observe each of the following:

     3A.01  FINANCIAL STATEMENTS -- Borrower will furnish to Bank

          (a)  within forty-five (45) days after the end of each  of
          the   first  three  quarter-annual  periods  of  each   of
          Borrower's  fiscal years, Borrower's internally  generated
          consolidated and consolidating balance sheet as at the end
          of  the period and its statements of cash flow, income and
          surplus reconciliation for Borrower's current fiscal  year
          to  date,  all  prepared on a comparative basis  with  the
          prior  year, in accordance with GAAP (EXCEPT as  disclosed
          therein) and in form and detail satisfactory to Bank,

          (b)   as soon as available (and in any event within ninety
          (90)  days  after  the  end of each of  Borrower's  fiscal
          years),  a  complete copy of an annual consolidated  audit
          report   (including,  without  limitation,  all  financial
          statements therein and notes thereto) of Borrower for that
          year which shall be

               (1)   prepared on a comparative basis with the  prior
               year,  in  accordance with GAAP (EXCEPT as  disclosed
               therein) and in form and detail satisfactory to Bank,

               (2)  certified (without qualification as to GAAP)  by
               independent  public accountants selected by  Borrower
               and satisfactory to Bank, and

               (3)   accompanied by a copy of any management report,
               letter  or  similar writing furnished to Borrower  by
               the  accountants  in  respect of Borrower's  systems,
               operations, financial condition or properties,

          (c)   along  with  each  annual audit  report,  internally
          generated   consolidated   and   consolidating   financial
          statements  setting forth the financial condition  of  the
          Borrower  and  each  of  its  subsidiaries,  in  form  and
          substance satisfactory to Bank,

          (d)   concurrently  with  the delivery  of  any  financial
          statement  to  Bank  pursuant to  clause  (a)  or  (b),  a
          certificate by Borrower's chief financial officer

               (1)   certifying  that to the best of  the  officer's
               knowledge and belief,  (A) those financial statements
               fairly  present  in all Material respects  Borrower's
               financial condition and the results of its operations
               in  accordance  with GAAP subject,  in  the  case  of
               interim  financial  statements, to  routine  year-end
               audit  adjustments  and  (B) no  Default  Under  This
               Agreement  then  exists  or  if  any  does,  a  brief
               description of the default and Borrower's  intentions
               in respect thereof, and

               (2)  setting forth calculations indicating whether or
               not  Borrower  is  in  compliance  with  the  general
               financial standards of section 3B,

          (e)   promptly when filed (in final form) or sent, a  copy
          of

               (1)   each  registration statement, Form 10-K  annual
               report,  Form 10-Q quarterly report, Form 8-K current
               report or similar document filed by Borrower with the
               Securities  and Exchange Commission (or  any  similar
               federal  agency  having regulatory jurisdiction  over
               Borrower's securities) and

               (2)     each   proxy   statement,   annual    report,
               certificate,  notice  or  other  document   sent   by
               Borrower to the holders of any of its securities  (or
               any trustee under any indenture which secures any  of
               its  securities or pursuant to which such  securities
               are issued) and

          (f)   forthwith  upon Bank's written request,  such  other
          information   in   writing  about   Borrower's   financial
          condition,  properties and operations and about Borrower's
          employee benefit plans, if any, as Bank may from  time  to
          time reasonably request.

     3A.02   NOTICE  --  Borrower  will cause  its  chief  financial
     officer,  or  in  his  absence another  officer  designated  by
     Borrower,  to  give  Bank prompt written  notice  whenever  any
     officer of Borrower

          (a)   reasonably  believes (or receives  notice  from  any
          governmental  agency alleging) that any  Reportable  Event
          has  occurred  in  respect of any  Pension  Plan  or  that
          Borrower  has  become in non-compliance with  any  law  or
          governmental  order  referred to in  subsection  3C.06  if
          non-compliance  therewith would Materially  and  adversely
          affect Borrower's financial condition or its properties,

          (b)   receives  from the Internal Revenue Service  or  any
          other  federal,  state  or  local  taxing  authority   any
          allegation  of any default by Borrower in the  payment  of
          any  tax  that  is  Material in amount or  notice  of  any
          assessment in respect thereof,

          (c)  learns there has been brought against Borrower before
          any   court,  administrative  agency  or  arbitrator   any
          litigation or proceeding which, if successful, might  have
          a Material, adverse effect on Borrower,

          (d)   reasonably  believes  that  any  representation   or
          warranty  made  in subsections 4B.01 through  4B.08  (both
          inclusive) which would have a Material adverse  effect  on
          the  financial  condition or operations  of  the  Borrower
          shall  have ceased in any respect to be true and  complete
          or  that  any  Default  Under This  Agreement  shall  have
          occurred which would have a Material adverse effect on the
          financial condition or operations of the Borrower, or

          (e)  reasonably believes that there has occurred or  begun
          to  exist any other event, condition or thing that  likely
          may   have   a  Material,  adverse  effect  on  Borrower's
          financial condition, operations or properties.

3B.  GENERAL FINANCIAL STANDARDS -- Borrower agrees that so long  as
the  Subject Commitment remains in effect and thereafter  until  the
Subject  Indebtedness shall have been paid in  full,  Borrower  will
observe each of the following:

     3B.01  NET WORTH -- Borrower will not suffer or permit the  sum
     of  its consolidated Net Worth at any time to be less than  the
     required minimum amount, as measured at the end of each  fiscal
     quarter.   The  required minimum amount  shall  be  forty  five
     million dollars ($45,000,000) EXCEPT that that amount shall  be
     permanently  increased, as of end of each fiscal  year,  by  an
     amount  equal  to  fifty percent (50%) of net income  for  such
     year.

     3B.02 INTEREST COVERAGE -- Borrower will not, during any fiscal
     quarter  measurement period (measured on  a  four  quarter  (4)
     rolling basis) (commencing with the present quarter), suffer or
     permit  the  aggregate of its consolidated pre-tax income  plus
     its  consolidated interest expense divided by its  consolidated
     interest expense to be less than 3.00 to 1.00 for that period.

     3B.03  FIXED CHARGE COVERAGE RATIO - Borrower will not,  during
     any  fiscal quarter measurement period (measured on a four  (4)
     quarter  rolling basis) (commencing with the present  quarter),
     suffer  or  permit its Fixed Charge Coverage Ratio to  be  less
     than  1.25  to  1.00. Fixed Charge Coverage Ratio  shall   mean
     consolidated net income plus interest expense plus depreciation
     plus amortization plus income taxes divided by  current portion
     of  long term debt plus interest expense plus income taxes plus
     capital expenditures net of Bank financings plus dividends.

3C.   AFFIRMATIVE COVENANTS-- Borrower agrees that so  long  as  the
Subject  Commitment  remains  in effect  and  thereafter  until  the
Subject  Indebtedness shall have been paid in  full,  Borrower  will
perform and observe each of the following:

     3C.01  TAXES -- Borrower will pay in full

          (a)  prior in each case to the date when penalties for the
          nonpayment  thereof  would attach, all taxes,  assessments
          and governmental charges and levies for which it may be or
          become subject and

          (b)  prior in each case to the date the claim would become
          delinquent  for  non-payment,  all  other  lawful   claims
          (whatever  their kind or nature) which, if  unpaid,  might
          become a lien or charge upon its property;

     PROVIDED,  that  no item need be paid so long  as  and  to  the
     extent  that  it is contested in good faith and by  timely  and
     appropriate proceedings which are effective to stay enforcement
     thereof,  or,  if found to be owed, would not have  a  Material
     adverse effect on the financial condition or operations of  the
     Borrower.

     3C.02   FINANCIAL RECORDS -- Borrower will at  all  times  keep
     true  and  complete financial records in accordance  with  GAAP
     and,  without  limiting the generality of the  foregoing,  make
     appropriate  accruals to reserves for estimated and  contingent
     losses and liabilities.

     3C.03    VISITATION  --  Borrower  will  permit  Bank  at   all
     reasonable times

          (a)   to  visit  and  inspect  Borrower's  properties  and
          examine  its records at Bank's expense and to make  copies
          of and extracts from such records and

          (b)   to  consult  with  Borrower's  directors,  officers,
          employees,  accountants,  actuaries,  trustees  and   plan
          administrators  in  respect of  its  financial  condition,
          properties  and operations and the financial condition  of
          its  employee  benefit plans, each  of  which  parties  is
          hereby  authorized to make such information  available  to
          Bank to the same extent that it would be to Borrower.

     3C.04  INSURANCE -- Borrower will

          (a)   keep  itself  and  all of its  insurable  properties
          insured   at   all  times  to  such  extent,   with   such
          deductibles, by such insurers and against such hazards and
          liabilities  as is generally and prudently  done  by  like
          businesses,  EXCEPT  that if a more specific  standard  is
          provided   in  any  Related  Writing,  the  more  specific
          standard shall prevail and

          (b)   forthwith  upon Bank's written request,  furnish  to
          Bank  such information about Borrower's insurance as  Bank
          may   from   time   to  time  reasonably  request,   which
          information   shall  be  prepared  in  form   and   detail
          reasonably  satisfactory  to  Bank  and  certified  by  an
          officer of Borrower.

     3C.05   CORPORATE  EXISTENCE  -- Borrower  will  at  all  times
     maintain its corporate existence, rights and franchises.

     3C.06   COMPLIANCE WITH LAW -- Borrower will  comply  with  all
     laws  (whether  federal, state or local and whether  statutory,
     administrative  or  judicial or other) and  with  every  lawful
     governmental  order (whether administrative or judicial)  if  a
     failure to comply would have a Material adverse affect  on  the
     financial  condition or operations of the Borrower,  and  will,
     without limiting the generality of the foregoing,

          (a)   use and operate all of its facilities and properties
          in  Material  compliance with all Environmental  Laws  and
          handle  all  hazardous  materials in  Material  compliance
          therewith;  keep  in  full effect each  permit,  approval,
          certification, license or other authorization required  by
          any  enviromnmental law for the conduct  of  any  Material
          portion  of its business; and comply in all other Material
          respects with all Environmental Laws;

          (b)   make  a full and timely payment of premiums required
          by  ERISA  and  perform and observe all such  further  and
          other  requirements of ERISA such that  no  Default  under
          ERISA shall occur or begin to exist and

          (c)    comply  with  all  Material  requirements  of   all
          occupational health and safety laws;

     PROVIDED,  that this subsection shall not apply to any  of  the
     foregoing

          (i)  if and to the extent that the same shall be contested
          in  good faith by timely and appropriate proceedings which
          are  effective  to  stay enforcement thereof  and  against
          which appropriate reserves shall have been established or

          (ii)   in any other case so long as no Default Under  This
          Agreement  would occur or begin to exist  if  the  maximum
          liability   of   all   such  items   (including,   without
          limitation,  those  referred  to  in  clause   (i))   were
          reflected  in  Borrower's  balance  sheet  as  a   current
          liability.

           3C.07   PROPERTIES  -- Borrower will maintain  all  fixed
     assets  necessary to its continuing operations in good  working
     order and condition, ordinary wear and tear excepted.

          3C.08     SEASIDE FACTORS, L.L.C.   So long as any Subject
     Indebtedness  or  any  Subject  LC  shall  remain  outstanding,
     Seaside  Factors, L.L.C. shall remain a wholly-owned subsidiary
     of the Borrower.

            3C.09   ACTIVE  SUBSIDIARIES  -  If  Borrower,  or   any
     subsidiary  of Borrower, shall acquire or create a  new  Active
     subsidiary,  or any current non-active subsidiary shall  become
     Active,  Borrower shall cause such Active subsidiary to execute
     and  deliver a guaranty of payment guaranteeing the obligations
     of the Borrower as defined in that Guaranty of Payment dated as
     of  August 1, 2001 and attached hereto as Attachment A  hereto.
     For purposes of this subsection, Active subsidiary shall a mean
     a  subsidiary  described as Active by the Borrower to the Bank,
     but   shall  not  be  deemed  to  include  Allied  Construction
     Products,  Inc.   The Borrower shall advise  the  Bank  of  its
     Active  subsidiaries  on  an annual basis  when  providing  its
     annual financial statements.

3D.   NEGATIVE  COVENANTS -- Borrower agrees that  so  long  as  the
Subject  Commitments  remain  in effect  and  thereafter  until  the
Subject  Indebtedness shall have been paid in  full,  Borrower  will
observe,  and  will cause each Subsidiary to observe,  such  of  the
following provisions as are on their respective parts to be complied
with, namely:

     3D.01  EQUITY TRANSACTIONS -- Borrower will not

           (a)   be  a party to any merger,  consolidation or  other
     corporate reorganization,

          (b)   purchase  or otherwise acquire all or  substantially
          all of the assets and business of any corporation or other
          business enterprise,

          (c)   create,  acquire or have any Subsidiary,  or  be  or
          become  a  party  to any joint venture or partnership,  or
          make  or keep any investment in any stocks or other equity
          securities   of  any  kind  other  than   the   types   of
          investments  fully  disclosed in  Borrower's  Most  Recent
          4A.04 Financial Statements or in the Supplemental Schedule
          or

          (d)   lease  as lessor, sell, sell-leaseback or  otherwise
          transfer  (whether  in  one transaction  or  a  series  of
          transactions)  all or any substantial part  of  its  fixed
          assets EXCEPT chattels that shall have become obsolete  or
          no longer useful in its present business;

     PROVIDED,  that if no Default Under This Agreement  shall  then
     exist and if none would thereupon begin to exist, and no Change
     of   Control  shall  have  occurred  or  be  continuing,   this
     subsection  shall not apply to any transaction referred  to  in
     clause  (a),  (b) (c)  or (d) if  (1) any new subsidiary  shall
     execute   and  deliver  to  the  Bank  a  guaranty  of  payment
     guaranteeing the obligations of the Borrower hereunder and  (2)
     the  Borrower shall be the surviving corporation.  For purposes
     of this Section, Change of Control shall mean that the majority
     and  controlling shareholder of the Borrower as of the date  of
     this  Agreement shall no longer be the majority and controlling
     shareholder of the Borrower.

     3D.02  Intentionally left blank.

     3D.03   BORROWINGS -- Borrower will not create, assume or  have
     outstanding at any time any indebtedness for borrowed money  or
     any  Funded  Indebtedness  of any  kind;  PROVIDED,  that  this
     subsection shall not apply to

           (i)  the Subject Indebtedness or any other Debt owing  to
     Bank,

          (ii)  any Subordinated indebtedness,

          (iii)   any existing or future indebtedness secured  by  a
          purchase  money security interest permitted by  subsection
          3D.04  or  incurred under a lease permitted by  subsection
          3D.04,

          (iv)    any  existing  indebtedness  fully  disclosed   in
          Borrower's  Most Recent 4A.04 Financial Statements  or  in
          the  Supplemental  Schedule or any  renewal  or  extension
          thereof in whole or in part,

          (v)   the  Loan  Agreement between the  Borrower  and  the
          County of Cuyahoga, Ohio dated as of August 1, 2001, to be
          secured  by  a  letter  of credit  issued  pursuant  to  a
          Reimbursement Agreement dated as of August 1, 2001 between
          Borrower and Bank, or

          (vi)   the  secured and unsecured indebtedness of Borrower
          and  its  affiliates to Key Bank and Seaside Factors,  LLC
          from time to time disclosed to the Bank.

     3D.04  LIENS, LEASES -- Borrower will not

          (a)   lease any property as lessee or acquire or hold  any
          property   subject   to   any  land  contract,   inventory
          consignment or other title retention contract,

          (b)   sell or otherwise transfer any Receivables,  whether
          with or without recourse or

          (c)    suffer  or  permit  any  of  borrower's  equipment,
          inventory,  receivables or other property  or  assets  now
          owned  or  hereafter  acquired  by  it  to  be  or  become
          encumbered  by  any mortgage, security interest,  lien  or
          financing statement;

     PROVIDED, that this subsection shall not apply to

          (i)    any   tax  lien,  or  any  lien  securing  workers'
          compensation or unemployment insurance obligations, or any
          mechanic's,  carrier's or landlord's  lien,  or  any  lien
          arising  under  ERISA,  or any security  interest  arising
          under article four (bank deposits and collections) or five
          (letters of credit) of the Uniform Commercial Code, or any
          similar security interest or other lien, EXCEPT that  this
          clause  (i)  shall  apply only to security  interests  and
          other liens arising by operation of law (whether statutory
          or  common law) and in the ordinary course of business and
          shall  not  apply to any security interest or  other  lien
          that  secures any indebtedness for borrowed money  or  any
          Guaranty  thereof or any obligation that  is  in  Material
          default in any manner (other than any default contested in
          good faith by timely and appropriate proceedings effective
          to stay enforcement of the security interest or other lien
          in question),

          (ii)    zoning   or  deed  restrictions,  public   utility
          easements, minor title irregularities and similar  matters
          having  no  adverse effect as a practical  matter  on  the
          ownership or use of any of the property in question,

          (iii)  any lien securing or given in lieu of surety, stay,
          appeal  or  performance bonds, or securing performance  of
          contracts or bids (other than contracts for the payment of
          money   borrowed),  or  deposits  required   by   law   or
          governmental  regulations or by any court  order,  decree,
          judgment  or rule or as a condition to the transaction  of
          business  or  the  exercise of  any  right,  privilege  or
          license, EXCEPT that this clause (iii) shall not apply  to
          any  lien  or deposit securing an obligation  that  is  in
          Material  default  in any manner (other than  any  default
          contested   in  good  faith  by  timely  and   appropriate
          proceedings effective to stay enforcement of the  security
          interest or other lien in question),

          (iv)   any  mortgage,  security  interest  or  other  lien
          securing only Borrower's Debt to Bank or any affiliate  of
          Bank,

          (v)  any lease other than any capitalized lease (it  being
          agreed  that a capitalized lease is a lien rather  than  a
          lease  for the purposes of this Agreement) so long as  the
          aggregate annual rentals of all such leases do not  exceed
          two hundred thousand dollars ($200,000),

          (vi)   any mortgage, security interest or other lien which
          (together with the indebtedness secured thereby) is  fully
          disclosed   in  Borrower's  Most  Recent  4A.04  Financial
          Statements or in the Supplemental Schedule,

          (vii)   any  financing  statement  perfecting  a  security
          interest that would be permissible under this subsection,

          (viii)  leases for business premises, or

          (ix)    liens from Borrower and/or its affiliates in favor
          of  Seaside  Factors, LLC, from time to time disclosed  to
          Bank.

4A.   CLOSING -- Prior to or at the execution and delivery  of  this
Agreement  Borrower  shall have complied or caused  compliance  with
each of the following:

     4A.01   SUBJECT  NOTE  --  Borrower  shall  have  executed  and
     delivered  a Subject Note to Bank in accordance with subsection
     2B.01.

     4A.02    RESOLUTIONS/INCUMBENCY  --  Borrower's  secretary   or
     assistant secretary shall have certified to Bank  (a) a copy of
     resolutions  duly adopted by Borrower's board of  directors  in
     respect  of  this  Agreement  and   (b)  the  names  and   true
     signatures  of officers authorized to execute and deliver  this
     Agreement and Related Writings on behalf of Borrower.

     4A.03   LEGAL OPINION -- Borrower's counsel shall have rendered
     to  Bank  their  written  opinion in  respect  of  the  matters
     referred to in subsections 4B.01, 4B.02, 4B.03 and 4B.04, which
     opinion shall be in such form and substance (and may be subject
     only to such qualifications and exceptions, if any) as shall be
     satisfactory to Bank.

     4A.04  FINANCIAL STATEMENTS -- Borrower shall have furnished to
     Bank  at  least  one  true and complete copy  of  each  of  the
     following:  Borrower's annual audit report (including,  without
     limitation, all financial statements therein and notes  thereto
     and  the  accompanying accountants' certificate and  management
     report)  prepared  as  at December 31, 2000  and  annual  audit
     reports for each of Borrower's two next preceding fiscal  years
     (each  having  been  certified  by  Ernst  &  Young  LLC)   and
     Borrower's  unaudited interim financial statements prepared  as
     at March 31, 2001

     4A.05 GUARANTY -- The active subsidiaries and affiliates of the
     Borrower and any other newly created subsidiaries or affiliates
     of  Borrower, but excluding Allied Construction Products, Inc.,
     shall each have executed and delivered to Bank their joint  and
     several  Guaranty  of Payment of the Subject  Indebtedness  and
     Borrower's other Debt, if any, to Bank.

     4A.06    DOCUMENTATION  FEE  --  Borrower  shall  pay  Bank   a
     documentation  fee  of  four  thousand  five  hundred   dollars
     ($4,500).

4B.  WARRANTIES -- Subject only to such additions and exceptions, if
any,  as  may  be  set  forth  in the Supplemental  Schedule  or  in
Borrower's   Most   Recent  4A.04  Financial  Statements,   Borrower
represents and warrants as follows:

     4B.01   EXISTENCE -- Borrower is a duly organized  and  validly
     existing  Delaware corporation in good standing.   Borrower  is
     duly  qualified  to transact business in each  state  or  other
     jurisdiction in which it owns or leases any real property or in
     which   the  nature  of  the  business  conducted  makes   such
     qualification necessary or, if not so qualified,  such  failure
     to qualify will have no Material adverse effect upon Borrower's
     financial  condition  and  its ability  to  transact  business.
     Borrower has  delivered to Bank a listing of its active and non-
     active Subsidiaries and affiliates.

     4B.02   GOVERNMENTAL  RESTRICTIONS -- No registration  with  or
     approval of any governmental agency of any kind is required  on
     the  part of Borrower for the due execution and delivery or for
     the  enforceability  of this Agreement or any  Related  Writing
     other  than  the filing or recording of documents  with  public
     officials.

     4B.03   CORPORATE AUTHORITY -- Borrower has requisite corporate
     power  and authority to enter into this Agreement and to obtain
     and  secure the Subject Loan in accordance with this Agreement.
     The  officer executing and delivering this Agreement on  behalf
     of  Borrower has been duly authorized to do so and  to  execute
     and  deliver  a  Subject  Note and other  Related  Writings  in
     accordance with section 4A.  Neither the execution and delivery
     of  this  Agreement or any Related Writing by Borrower nor  its
     performance and observance of the respective provisions thereof
     will  violate any existing provision in its charter or  by-laws
     or  any  applicable  law or violate or otherwise  constitute  a
     default under any contract or other obligation now existing and
     binding upon it.  Upon the execution and delivery thereof, this
     Agreement and the aforesaid Related Writings will each become a
     valid  and  binding  obligation  enforceable  against  Borrower
     according to their respective tenors subject, however,  to  any
     applicable   insolvency   or   bankruptcy   law   of    general
     applicability and general principles of equity.

     4B.04   LITIGATION  -- No litigation or proceeding  is  pending
     against  Borrower  before any court, administrative  agency  or
     arbitrator which might, if successful, have a Material  adverse
     effect on Borrower.

     4B.05   TAXES -- Borrower has filed all federal and such  state
     and  local tax returns the failure to file of which  would have
     a  material  adverse affect on the financial condition  of  the
     Borrower and paid all taxes due as shown thereon (EXCEPT to the
     extent,  if any, permitted by subsection 3C.01).  The  Internal
     Revenue  Service  has  audited Borrower's tax  returns  through
     fiscal  year 1997 and has not alleged any Material  default  by
     Borrower  in  the  payment of any tax  Material  in  amount  or
     threatened to make any assessment in respect thereof which  has
     not  been  reflected in Borrower's Most Recent 4A.04  Financial
     Statements.

     4B.06   TITLE -- Borrower has good and marketable title to  all
     assets  reflected in its Most Recent 4A.04 Financial Statements
     EXCEPT  for changes resulting from transactions in the ordinary
     course of business.  All such assets are clear of any mortgage,
     security  interest  or other lien of any kind  other  than  any
     permitted  by  subsection  3D.04, liens  in  favor  of  Seaside
     Factors,  LLC from Borrower and/or its affiliates and excluding
     liens  on  the assets of the Guarantors under the  Guaranty  of
     Payment.

     4B.07   LAWFUL OPERATIONS -- Borrower's operations have at  all
     relevant  times been and continue to be in compliance with  all
     requirements  imposed by such laws, whether federal,  state  or
     local,   whether  statutory,  regulatory  or  other,  including
     (without   limitation)  ERISA,  all  Environmental  Laws,   and
     occupational safety and health laws and all zoning  ordinances,
     the  failure to comply with which would have a Material adverse
     effect  on  the  financial  condition  or  operations  of   the
     Borrower.  Without limiting the generality of the foregoing,

          (a)   no condition exists at, on or under any facility  or
          other  property now or previously owned by Borrower  which
          would  give  rise  to  any Material  liability  under  any
          Environmental  Law;  and Borrower  has  not  received  any
          notice from any governmental agency, court or anyone  else
          that  it  is  a  potentially  responsible  party  for  the
          clean-up  of any environmental waste site, is in violation
          of  any environmental permit or law or has been placed  on
          any  registry  of solid or hazardous waste disposal  site,
          which liability or violation would have a Material adverse
          effect  on  the financial condition or operations  of  the
          Borrower;

          (b)   No  Accumulated Funding Deficiency exists in respect
          of  any  of  Borrower's Pension Plans; and  no  Reportable
          Event  has occurred in respect of any such plan  which  is
          continuing  and  which  constitutes  grounds  either   for
          termination  of  the plan or for court  appointment  of  a
          trustee for the administration thereof that would  have  a
          Material  adverse  effect on the  financial  condition  or
          operations of the Borrower.

     4B.08  INSURANCE -- Borrower's insurance coverage complies with
     the standards set forth in subsection 3C.04 and those set forth
     in  the  Related Writings referred to in subsections 4A.05  and
     4A.06.

     4B.09  FINANCIAL STATEMENTS -- Each of the financial statements
     referred to in subsection 4A.04 has been prepared in accordance
     with  generally  accepted accounting principles  applied  on  a
     basis  consistent with those used by Borrower during  its  then
     next  preceding full fiscal year EXCEPT to the extent, if  any,
     specifically noted therein and fairly presents in all  Material
     respects (subject to routine year-end audit adjustments in  the
     case  of  the  unaudited financial statements)  it's  financial
     condition  as of the date thereof (including a full  disclosure
     of  Material contingent liabilities, if any) and the results of
     its  operations,  if  any, for the fiscal period  then  ending.
     There  has  been  no  Material  adverse  change  in  Borrower's
     financial condition, properties or business since the  date  of
     Borrower's  Most  Recent  4A.04 Financial  Statements  nor  any
     change in its accounting procedures since the end of Borrower's
     latest full fiscal year covered by those statements.

     4B.10  DEFAULTS -- No Default Under This Agreement exists,  nor
     will any exist immediately after the execution and delivery  of
     this Agreement.

5A.  EVENTS OF DEFAULT -- Each of the following shall constitute  an
Event of Default hereunder:

     5A.01   PAYMENTS  -- If any principal included in  the  Subject
     Indebtedness shall not be paid in full promptly when  the  same
     becomes   payable;  or  if  any  Subject  Indebtedness  (EXCEPT
     principal) or any of Borrower's other Debt to Bank shall not be
     paid  in full promptly when the same becomes payable and  shall
     remain   unpaid   for  three  (3)  consecutive  Business   Days
     thereafter.

     5A.02   WARRANTIES  --  If  any  representation,  warranty   or
     statement  made  in  this Agreement or in any  Related  Writing
     referred  to in section 4A shall be false or erroneous  in  any
     Material  respect;  or  if  any  representation,  warranty   or
     statement  hereafter made by or on behalf of  Borrower  in  any
     Related Writing not referred to in section 4A shall be false or
     erroneous in any Material respect.

     5A.03   COVENANTS WITHOUT GRACE -- If Borrower  shall  fail  or
     omit to perform or observe any provisions in subsections 3B.

     5A.04   COVENANTS WITH GRACE -- If anyone (other than Bank  and
     its  agents)  shall  fail or omit to perform  and  observe  any
     agreement (other than those referred to in subsections 5A.01 or
     5A.03) contained in this Agreement or any Related Writing  that
     is  on  its  part  to  be complied with, and  that  failure  or
     omission shall not have been fully corrected within thirty (30)
     days  after  the giving of written notice to Borrower  by  Bank
     that it is to be remedied.

     5A.05   CROSS-DEFAULT -- If any of Borrower's indebtedness  for
     borrowed  money (regardless of maturity) or any of  its  Funded
     Indebtedness  shall  be  or  become "in  default"  (as  defined
     below).   In this subsection, in default means that  (a)  there
     shall  have  occurred  (or  shall  exist)  in  respect  of  the
     indebtedness in question (either as in effect at  the  date  of
     this  Agreement  or as in effect at the time in  question)  any
     event,  condition  or other thing which constitutes,  or  which
     with  the giving of notice or the lapse of any applicable grace
     period  or  both would constitute, a default which  accelerates
     (or  permits  any  creditor or creditors or  representative  or
     creditors to accelerate) the maturity of any such indebtedness;
     or   (b)  any  such  indebtedness (other than  any  payable  on
     demand)  shall  not  have  been paid  in  full  at  its  stated
     maturity; or (c) any such indebtedness payable on demand  shall
     not  have been paid in full within ten (10) Banking Days  after
     any actual demand for payment.

     5A.06     BORROWER'S  SOLVENCY  --  If   (a)   Borrower   shall
     discontinue  operations, or  (b) Borrower  shall  commence  any
     Insolvency  Action of any kind or admit (by answer, default  or
     otherwise)  the  Material allegations of,  or  consent  to  any
     relief  requested  in,  any  Insolvency  Action  of  any   kind
     commenced against Borrower by its creditors or any thereof,  or
     (c)  any  creditor or creditors shall commence against Borrower
     any  Insolvency Action of any kind which shall remain in effect
     (neither  dismissed  nor  stayed) for thirty  (30)  consecutive
     days.

5B.  EFFECTS OF DEFAULT -- Notwithstanding any contrary provision or
inference in this Agreement or in any Related Writing:

     5B.01  OPTIONAL DEFAULTS -- If any Event of Default referred to
     in  subsection 5A.01 through 5A.05, both inclusive, shall occur
     and be continuing, Bank shall have the right in its discretion,
     by giving written notice to Borrower,

          (a)   to  terminate the Subject Commitment (if not already
          expired  or  reduced to zero pursuant  to  section  2A  or
          terminated  pursuant to this section) and Bank shall  have
          no  obligation  thereafter to grant any  Subject  Loan  to
          Borrower, and

          (b)   to accelerate the maturity of all of Borrower's Debt
          to  Bank  (other  than  Debt,  if  any,  already  due  and
          payable),  and  all such Debt shall thereupon  become  and
          thereafter be immediately due and payable in full  without
          any presentment or demand and without any further or other
          notice  of  any  kind, all of which are hereby  waived  by
          Borrower.

     5B.02   AUTOMATIC DEFAULTS -- If any Event of Default  referred
     to in subsection 5A.06 shall occur,

          (a)    the  Subject  Commitment  shall  automatically  and
          immediately terminate (if not already expired  or  reduced
          to  zero pursuant to section 2A or terminated pursuant  to
          this section) and Bank shall have no obligation thereafter
          to grant any Subject Loan to Borrower, and

          (b)   all of Borrower's Debt to Bank (other than Debt,  if
          any,  already due and payable) shall thereupon become  and
          thereafter  be immediately due and payable  in  full,  all
          without  any  presentment, demand or notice of  any  kind,
          which are hereby waived by Borrower.

     5B.03   OFFSETS  -- If there shall occur or exist  any  Default
     Under This Agreement referred to in subsection 5A.06, then,  so
     long  as  that Default Under This Agreement exists, Bank  shall
     have  the  right  at  any  time  to  set  off  against  and  to
     appropriate  and  apply  toward  the  payment  of  the  Subject
     Indebtedness  then owing to it, whether or not the  same  shall
     then  have matured, any and all deposit balances then owing  by
     Bank  to  or for the credit or account of Borrower, all without
     notice to or demand upon Borrower, all such notices and demands
     being hereby expressly waived.

6A.  INDEMNITY: STAMP TAXES -- Borrower will pay all stamp taxes and
similar  taxes,  if any, including interest and penalties,  if  any,
payable in respect of the issuance of the Subject Indebtedness.

6B.  INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS -- If

     (a)   there shall be introduced or changed any treaty, statute,
     regulation or other law, or there shall be made any  change  in
     the interpretation or administration thereof, or there shall be
     made  any  request  from  any  central  bank  or  other  lawful
     governmental authority, the effect of any of which events shall
     be  to   (1)  impose, modify or deem applicable any reserve  or
     special deposit requirements against assets held by or deposits
     in or loans by any national banking association (whether or not
     applicable to Bank) or by Bank or  (2) subject Bank to any tax,
     duty, fee, deduction or withholding or  (3) change the basis of
     taxation of payments due to Bank from Borrower (otherwise  than
     by  a  change in taxation of Bank's overall net income) or  (4)
     impose  on Bank any penalty in respect of any Fixed-Rate  Loans
     and

     (b)   in Bank's sole opinion any such event  (1) increases (or,
     if  the event were applicable to Bank, would increase) the cost
     of  making, funding or maintaining any Fixed-Rate Loan or   (2)
     reduces the amount of any payment to be made to Bank in respect
     of  the  principal or interest on any Fixed-Rate Loan or  other
     payment under this Agreement,

then, upon Bank's demand, Borrower shall from time to time pay  Bank
an  amount  equal to each such cost increase or reduced payment,  as
the case may be.

6C.   INDEMNITY: FUNDING COSTS  -- Borrower agrees to indemnify Bank
against  any loss relating in any way to its funding of  any  Fixed-
Rate Loan paid before its stated maturity (whether a prepayment or a
payment following any acceleration of maturity) and to pay Bank,  as
liquidated damages for any such loss, an amount (discounted  to  the
present  value in accordance with standard financial practice  at  a
rate equal to the treasury yield) equal to interest computed on  the
principal  payment  from the payment date to the  respective  stated
maturities thereof at a rate equal to the difference of the contract
rate  less  the  treasury yield, all as determined by  Bank  in  its
reasonable  discretion.  Treasury yield means the  annual  yield  on
direct  obligations of the United States having a  principal  amount
and maturity similar to that of the principal being paid.

6D.   CREDIT REQUESTS --  Whenever Borrower shall revoke any  Credit
Request for a Fixed-Rate Loan, or shall for any other reason fail to
borrow pursuant thereto or otherwise comply therewith, or shall fail
to  honor  any prepayment notice, then, in each case on  any  bank's
demand,  Borrower shall pay each bank such amount as will compensate
it  for  any loss, cost or expense incurred by it by reason  of  its
liquidation or reemployment of deposits or other funds.

6E.  INDEMNITY: UNFRIENDLY TAKEOVERS -- Borrower agrees to indemnify
Bank   and  hold  Bank  harmless  from  and  against  any  and   all
liabilities,  losses,  damages,  costs  and  expenses  of  any  kind
(including,   without   limitation,   the   reasonable   fees    and
disbursements  of  counsel  in connection  with  any  investigative,
administrative or judicial proceeding, whether or not Bank shall  be
designated  a party thereto) which may be incurred by Bank  relating
to  or arising out of any actual or proposed use of proceeds of  the
Subject Loans in connection with the financing of an acquisition  of
any  corporation or other business entity, PROVIDED that Bank  shall
have  no  right  to  be  indemnified hereunder  for  its  own  gross
negligence  or  willful  misconduct as  determined  by  a  court  of
competent jurisdiction.

6F.  INDEMNITY: CAPITAL REQUIREMENTS -- If

     (a)   at  any  time  any governmental authority  shall  require
     National  City  Corporation  or  Bank,  whether  or   not   the
     requirement  has the force of law, to maintain, as support  for
     the  Subject Commitment, capital in a specified minimum  amount
     that either is not required or is greater than that required at
     the  date  of  this  Agreement,  whether  the  requirement   is
     implemented  pursuant  to the "risk-based  capital  guidelines"
     (published  at  12  CFR  3  in  respect  of  "national  banking
     associations",  12 CFR 208 in respect of "state  member  banks"
     and  12  CFR  225  in respect of "bank holding  companies")  or
     otherwise, and

     (b)   as  a  result thereof the rate of return  on  capital  of
     National City Corporation or Bank or both (taking into  account
     their  then  policies as to capital adequacy and assuming  full
     utilization  of their capital) shall be directly or  indirectly
     reduced by reason of any new or added capital thereby allocable
     to the Subject Commitment,

then  and  in  each such case Borrower shall, on Bank's demand,  pay
Bank  as an additional fee such amounts as will in Bank's reasonable
opinion  reimburse National City Corporation and Bank for  any  such
reduced rate of return; provided, however, that Borrower shall  have
the right to terminate this Agreement and pre-pay (within 30 days of
Bank's  demand) all outstanding indebtedness in lieu of paying  Bank
such additional fee.

6G.   INDEMNITY: COLLECTION COSTS -- If any Event of  Default  shall
occur  and shall be continuing, Borrower will pay Bank such  further
amounts, to the extent permitted by law, as shall cover Bank's costs
and  expenses  (including, without limitation, the reasonable  fees,
interdepartmental charges and disbursements of its counsel) incurred
in collecting the Subject Indebtedness or in otherwise enforcing its
rights and remedies in respect thereof.

6H.   CERTIFICATE  FOR INDEMNIFICATION -- Each demand  by  Bank  for
payment  pursuant to section 6A, 6B, 6C, 6D, 6E, 6F or 6G  shall  be
accompanied  by  a  certificate setting forth  the  reason  for  the
payment, the amount to be paid, and the computations and assumptions
in determining the amount, which certificate shall be presumed to be
correct in the absence of manifest error.  In determining the amount
of   any  such  payment,  Bank  may  use  reasonable  averaging  and
attribution methods.

7.   BANK'S PURPOSE -- Bank represents and warrants to Borrower that
Bank is familiar with the Securities Act of 1933 as amended and  the
rules  and  regulations  thereunder and is not  entering  into  this
Agreement  with any intention of violating that Act or any  rule  or
regulation thereunder, it being understood, however, that Bank shall
at all times retain full control of the disposition of its assets.

8.   INTERPRETATION -- This Agreement and the Related Writings shall
be governed by the following provisions:

     8.01   WAIVERS -- Bank may from time to time in its  discretion
     grant  Borrower  waivers  and  consents  in  respect  of   this
     Agreement  or  any  Related Writing  or  assent  to  amendments
     thereof,  but  no such waiver or consent shall be binding  upon
     Bank  unless  specifically granted by Bank  in  writing,  which
     writing  shall  be  strictly construed.  Without  limiting  the
     generality of the foregoing, Borrower agrees that 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.

     8.02   CUMULATIVE PROVISIONS -- Each right, power or  privilege
     specified  or  referred  to in this Agreement  or  any  Related
     Writing  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.

     8.03   BINDING  EFFECT -- The provisions of this Agreement  and
     the  Related Writings shall bind and benefit Borrower and  Bank
     and  their  respective successors and assigns,  including  each
     subsequent holder, if any, of the Subject Notes or any thereof;
     PROVIDED,  that  no  person or entity other than  Borrower  may
     obtain  Subject Loans; and PROVIDED, further, that neither  any
     holder  of  any  Subject Note or assignee of any Subject  Loan,
     whether  in  whole  or in part, shall thereby become  obligated
     thereafter to grant Borrower any Subject Loan.

     8.04   SURVIVAL  OF  PROVISIONS  --  All  representations   and
     warranties made in or pursuant to this Agreement or any Related
     Writing  shall  survive  the execution  and  delivery  of  this
     Agreement  and the Subject Notes.  The provisions  of  sections
     6A,  6B,  6C  and 6D shall survive the payment of  the  Subject
     Indebtedness.

     8.05   IMMEDIATE  U.S. FUNDS -- Any reference  to  money  is  a
     reference  to  lawful  money of the United  States  of  America
     which,  if  in  the  form of credits, shall be  in  immediately
     available funds.

     8.06   CAPTIONS  -- The several captions to different  sections
     and  subsections of this Agreement are inserted for convenience
     only  and  shall  be  ignored  in interpreting  the  provisions
     thereof.

     8.07   SUBSECTIONS  -- 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.

     8.08   ILLEGALITY -- If any provision in this Agreement or  any
     Related Writing shall for any reason be or become illegal, void
     or unenforceable, that illegality, voidness or unenforceability
     shall not affect any other provision.

     8.09   OHIO LAW -- This Agreement and the Related Writings  and
     the  respective  rights and obligations of the  parties  hereto
     shall  be construed in accordance with and governed by internal
     Ohio law.

     8.10   INTEREST/FEE COMPUTATIONS -- All interest and  all  fees
     for  any given period shall accrue on the first day thereof but
     not  on the last day thereof and in each case shall be computed
     on  the  basis of a 360-day year and the actual number of  days
     elapsed.   In  no event shall interest accrue at a higher  rate
     than the maximum rate, if any, permitted by law.

     8.11   NOTICE  -- A notice to or request of Borrower  shall  be
     deemed  to have been given or made under this Agreement or  any
     Related  Writing either upon the delivery of a writing to  that
     effect  (either in person or by transmission of a telecopy)  to
     -any  one or more of the President, Chief Financial Officer  or
     General Counsel of Borrower or five (5) days after a writing to
     that effect shall have been deposited in the United States mail
     and  sent,  with  postage prepaid, by registered  or  certified
     mail,   properly  addressed  to  Borrower  (Attention:    chief
     financial officer).  No other method of actually giving  actual
     notice  to or making a request of Borrower is hereby precluded.
     Every  notice  required to be given to Bank  pursuant  to  this
     Agreement or any Related Writing shall be delivered (either  in
     person  or by transmission of a telecopy) to an Account Officer
     of  Bank.  A notice or request by mail is properly addressed to
     a  party when addressed to it at the address set forth opposite
     its  signature below or at such other address as that party may
     furnish  to each of the others in writing for that purpose.   A
     telecopy  is  transmitted to a party when  transmitted  to  the
     telecopy number set forth opposite that party's signature below
     (or at such other telecopy number as that party may furnish  to
     the other in writing for that purpose).

     8.12   ACCOUNTING  TERMS -- Any accounting term  used  in  this
     Agreement  shall  have  the meaning ascribed  thereto  by  GAAP
     subject,  however,  to such modification, if  any,  as  may  be
     provided by section 9 or elsewhere in this Agreement.

     8.13   ENTIRE  AGREEMENT  --  This Agreement  and  the  Related
     Writings  referred  to  in or otherwise  contemplated  by  this
     Agreement set forth the entire agreement of the parties  as  to
     the transactions contemplated by this Agreement.

     8.14  WAIVER OF JURY TRIAL -- The parties acknowledge and agree
     that  any  controversy that may arise under this Agreement  and
     the Related Writings would involve difficult and complex issues
     and  therefore  agree  that any law  suit  growing  out  of  or
     incidental to any such controversy will be tried in a court  of
     competent jurisdiction by a judge sitting without a jury.

     8.15   LATE  CHARGE; APPLICATION OF PAYMENTS --  If  Borrower
     fails  to  pay  any  amount  due hereunder,  or  any  fee  in
     connection herewith, in full within ten (l0) days  after  its
     due date, Borrower will, in each case, incur and shall pay  a
     late  charge equal to the greater of twenty dollars  ($20.00)
     or five percent (5%) of the unpaid amount.  The payment of  a
     late charge will not cure or constitute a waiver of any Event
     of  Default under this Agreement.  Except as otherwise agreed
     in  writing,  payments will be applied first to  accrued  but
     unpaid  interest and fees, in that order, on  an  invoice  by
     invoice  basis  in the order of their respective  due  dates,
     until  paid  in  full,  then  to late  charges  and  then  to
     principal.

     8.16   SHARING OF INFORMATION -- Bank shall have the  right  to
     furnish  to  its  Affiliates, and  to  such  other  persons  or
     entities  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 Debt  of
     Borrower,  and  the  terms, conditions,  and  other  provisions
     applicable to the respective parts thereof.

     8.17  JURISDICTION AND VENUE.  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  Agreement  or  any
     Related   Writing,   the   administration,   enforcement,    or
     negotiation  of this Agreement or any Related Writing,  or  the
     performance  of any obligation in respect of this Agreement  or
     any  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.   DEFINITIONS  -- As used in this Agreement and  in  the  Related
Writings, EXCEPT where the context clearly requires otherwise,

     Account  Officer means that officer who at the time in question
     is   designated   by  Bank  as  the  officer   having   primary
     responsibility for giving consideration to Borrower's  requests
     for  credit  or,  in  that  officer's absence,  that  officer's
     immediate superior or any other officer who reports directly to
     that superior officer;

     Accumulated Funding Deficiency shall have the meaning  ascribed
     thereto in section 302(a)(2) of ERISA;

     Affiliate  means,  when used with reference to  any  person  or
     entity (the subject), a person or entity 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 or entity, whether through the ownership of voting
     securities, by contract, or otherwise;

     Agreement means this Agreement and includes each amendment,  if
     any, to this Agreement;

     Bank  means  National City Bank, a national banking association
     headquartered in Cleveland, Ohio;

     Banking  Day means  (a) in the case of a LIBOR Loan, a  day  on
     which  banks  in  the London Interbank Market  deal  in  United
     States  dollar  deposits and on which banking institutions  are
     generally  open  for  domestic and  international  business  in
     Cleveland,  Ohio  and in New York City and  (b)  in  any  other
     case,  any  day other than a Saturday or a Sunday or  a  public
     holiday   or  other  day  on  which  banking  institutions   in
     Cleveland,  Ohio,  are generally closed and do  not  conduct  a
     general banking business;

     Borrower means Pubco Corporation,  a Delaware corporation;

     Company  refers to Borrower or to a Subsidiary of Borrower,  as
     the case may be;

     Compensation  includes  all considerations  (including  without
     limitation, deferred compensation and disbursements to trusts),
     whatever the form or kind, for services rendered;

     Contract Period is defined in subsection 2B.07;

     Credit  Request  means  a request made pursuant  to  subsection
     2B.02;

     Debt  means,  collectively, all liabilities  of  the  party  or
     parties  in  question to Bank, whether owing by one such  party
     alone  or with one or more others 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 or tort, statute or other operation  of  law  or
     other, and whether participated to or from Bank in whole or  in
     part; and in the case of Borrower includes, without limitation,
     the Subject Indebtedness;

     Default under ERISA means  (a) the occurrence or existence of a
     Material  Accumulated Funding Deficiency in respect of  any  of
     the  Companies' respective Pension Plans,  (b) any  failure  by
     the  Companies  to make a full and timely payment  of  premiums
     required   by  ERISA  for  insurance  against  any   employer's
     liability in respect of any such plan,  (c) any Material breach
     of a fiduciary duty by any Company or trustee in respect of any
     such plan or  (d) the existence of any action for the forceable
     termination of any such plan;

     Default Under This Agreement means an event, condition or thing
     which  constitutes (or which with the lapse of  any  applicable
     grace  period or the giving of notice or both would constitute)
     an Event of Default referred to in section 5A and which has not
     been  appropriately waived in writing in accordance  with  this
     Agreement or corrected to Bank's full satisfaction;

     Distribution means a payment made, liability incurred or  other
     consideration  (other than any stock dividend  or  stock  split
     payable  solely  in  capital stock of Borrower)  given  by  any
     Company for the purchase, acquisition, redemption or retirement
     of  any  capital stock of Borrower or as a dividend, return  of
     capital  or other distribution in respect of Borrower's capital
     stock; and Distribute means to make a Distribution;

     Environmental   Law   means  the  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
     6901 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
     any  and  all  analogous future federal, or present  or  future
     state  or  local,  statutes  and  the  regulations  promulgated
     pursuant thereto;

     ERISA means the Employee Retirement Income Security Act of 1974
     (P.L. 93-406) as amended from time to time and in the event  of
     any amendment affecting any section thereof referred to in this
     Agreement, that reference shall be a reference to that  section
     as amended, supplemented, replaced or otherwise modified;

     ERISA  Regulator  means any governmental agency  (such  as  the
     Department  of  Labor,  the Internal Revenue  Service  and  the
     Pension  Benefit  Guaranty Corporation) having  any  regulatory
     authority over any of the Companies' Pension Plans;

     Event of Default is defined in section 5A;

     Expiration  Date  means  the  date  referred  to  as  such   in
     subsection  2A.02, EXCEPT that in the event  of  any  extension
     pursuant  to subsection 2A.05, Expiration Date shall  mean  the
     latest date to which the Subject Commitment shall have been  so
     extended;

     FDIC  Assessment  Rate means the gross annual  assessment  rate
     (rounded upwards, if necessary, to the next higher 1/16 of  1%)
     actually  incurred to the Federal Deposit Insurance Corporation
     (or  any successor) by Bank for insurance on deposits in United
     States dollars at Bank's main office;

     Federal Funds Rate means a fluctuating interest rate per annum,
     as  in  effect  at  the  time in question,  that  is  the  rate
     determined  by  NCB to be the opening Federal  Funds  Rate  per
     annum  paid  or  payable by it on the day in  question  in  its
     regional  federal  funds market for overnight  borrowings  from
     other banking institutions;

     Fixed-Rate Loan means a Subject Loan that is not a RR Loan;

     Funded  Indebtedness means indebtedness of the person or entity
     in  question which matures or which (including each renewal  or
     extension, if any, in whole or in part) remains unpaid for more
     than  twelve  months  after the date  originally  incurred  and
     includes,  without limitation  (a) any indebtedness (regardless
     of  its maturity) if it is renewable or refundable in whole  or
     in  part solely at the option of that person or entity (in  the
     absence of default) to a date more than one year after the date
     of determination,  (b) any capitalized lease,  (c) any Guaranty
     of  Funded  Indebtedness owing by another person or entity  and
     (d)  any  Funded  Indebtedness secured by a security  interest,
     mortgage or other lien encumbering any property owned or  being
     acquired  by the person or entity in question even if the  full
     faith and credit of that person or entity is not pledged to the
     payment thereof; PROVIDED, that in the case of any indebtedness
     payable in installments or evidenced by serial notes or calling
     for  sinking  fund  payments, those  payments  maturing  within
     twelve  months  after  the  date  of  determination  shall   be
     considered current indebtedness rather than Funded Indebtedness
     for  the purposes of section 3B but shall be considered  Funded
     Indebtedness for all other purposes;

     GAAP means generally accepted accounting principles applied  in
     a manner consistent with those used in Borrower's latest fiscal
     year-end financial statements referred to in subsection 4A.04;

     Guarantor means one who pledges his credit or property  in  any
     manner   for   the   payment  or  other  performance   of   the
     indebtedness,  contract  or  other obligation  of  another  and
     includes   (without  limitation)  any  guarantor  (whether   of
     collection  or payment), any obligor in respect  of  a  standby
     letter  of  credit  or  surety bond issued  for  the  obligor's
     account, any surety, any co-maker, any endorser, and anyone who
     agrees conditionally or otherwise to make any loan, purchase or
     investment  in  order thereby to enable another to  prevent  or
     correct  a  default  of  any  kind;  and  Guaranty  means   the
     obligation of a Guarantor;

     Insider,  as  applied to Subordinated indebtedness,  refers  to
     Subordinated  indebtedness which at the  time  in  question  is
     owing to any person who is a director or officer of Borrower or
     who is the record and beneficial owner of ten percent (10%)  or
     more  of  Borrower's capital stock or who is a  member  of  the
     immediate family of any such director, officer or stockholder;

     Insolvency  Action  means either  (a) a pleading  of  any  kind
     filed by the person, corporation or entity (an "insolvent")  in
     question  to  seek  relief from the insolvent's  creditors,  or
     filed  by  the  insolvent's creditors or any  thereof  to  seek
     relief  of  any kind against that insolvent, in  any  court  or
     other  tribunal pursuant to any law (whether federal, state  or
     other)  relating  generally to the rights of creditors  or  the
     relief of debtors or both, or  (b) any other action of any kind
     commenced by an insolvent or the insolvent's creditors  or  any
     thereof  for the purpose of marshalling the insolvent's  assets
     and  liabilities for the benefit of the insolvent's  creditors;
     and  Insolvency Action includes (without limitation) a petition
     commencing  a  case  pursuant to any  chapter  of  the  federal
     bankruptcy  code,  any  application for the  appointment  of  a
     receiver, trustee, liquidator or custodian for the insolvent or
     any  substantial  part  of  the  insolvent's  assets,  and  any
     assignment  by  an  insolvent for the general  benefit  of  the
     insolvent's creditors;

     LIBOR  Pre-Margin  Rate  means  the  rate  per  annum  (rounded
     upwards,  if  necessary, to the next higher  1/16  of  1%),  as
     determined by Bank which equals the average rate per  annum  at
     which  deposits  in  United  States  dollars  are  offered  for
     deposits of the maturity and amount in question, at 11:00  A.M.
     London  time (or as soon thereafter as practicable) two Banking
     Days prior to the first day of the Contract Period in question,
     to  Bank by prime banking institutions in any Eurodollar market
     reasonably selected by Bank;

     LIBOR  Loan  means  a  Subject Loan having  a  Contract  Period
     described  in  clause  (b)  of  subsection  2B.07  and  bearing
     interest in accordance with clause (b) of subsection 2B.11;

     Material means an action that would have a substantial  adverse
     affect  on  the  financial  condition  or  operations  of   the
     Borrower;

     Most  Recent  4A.04 Financial Statements means Borrower's  most
     recent  financial statements that are referred to in subsection
     4A.04;

     Net  Income  means Net Income as determined in accordance  with
     GAAP,  after  taxes and after extraordinary items, but  without
     giving  effect  to any gain resulting from any  reappraisal  or
     write-up of any asset;

     Net  Worth  means the excess (as determined on  a  consolidated
     basis and in accordance with GAAP) of the net book value (after
     deducting   all  applicable  valuation  reserves  and   without
     consideration to any reappraisal or write-up of assets) of  the
     tangible  assets (i.e., all assets other than intangibles  such
     as  patents, costs of businesses over net assets acquired, good
     will and treasury stock) of the corporation or corporations  in
     question over their Total Liabilities;

     Pension  Plan  means  a defined benefit  plan  (as  defined  in
     section  3(35)  of ERISA) of the Companies or any  thereof  and
     includes,  without  limitation,  any  such  plan  that   is   a
     multi-employer  plan  (as defined in section  3(37)  of  ERISA)
     applicable to any of the Companies' employees;

     Prime  Rate  means  the fluctuating rate of interest  which  is
     publicly  announced from time to time by Bank at its  principal
     place  of  business as being its "prime rate"  or  "base  rate"
     thereafter  in  effect,  with each change  in  the  Prime  Rate
     automatically,  immediately  and without  notice  changing  the
     fluctuating  interest rate thereafter applicable hereunder,  it
     being agreed that the  Prime Rate is not necessarily the lowest
     rate  of interest then available from Bank on fluctuating  rate
     loans;

     Receivable  means  a  claim for money due  or  to  become  due,
     whether  classified as an account, instrument,  chattel  paper,
     general intangible, incorporeal hereditament or otherwise,  and
     any proceeds of the foregoing;

     Reference Rate means, on any given date, either the Prime  Rate
     in  effect for that day or a rate equal to one percent (1%) per
     annum  plus  the  Federal Funds Rate in effect  for  that  day,
     whichever rate shall be the higher for that day;

     Related  Writing means any note, mortgage, security  agreement,
     other  lien  instrument,  financial  statement,  audit  report,
     notice, legal opinion, Credit Request, officer's certificate or
     other  writing of any kind which is delivered to the  Bank  and
     which  is  relevant  in  any manner to this  Agreement  or  any
     Related  Writing and includes, without limitation, the  Subject
     Notes and the other writings referred to in sections 3A and 4A;

     Reportable Event has the meaning ascribed thereto by ERISA;

     RR  Loan  means a Subject Loan maturing in the manner described
     in  the first sentence of subsection 2B.08 and bearing interest
     in accordance with subsection 2B.11;

     Subject Commitment means Bank's commitment to extend credit  to
     Borrower  pursuant to sections 2A and 2B of this Agreement  and
     upon the terms, subject to the conditions of this Agreement and
     in accordance with the other provisions of this Agreement;

     Subject Indebtedness means, collectively, the principal of  and
     interest   on  the  Subject  Loans  and  all  fees  and   other
     liabilities, if any, incurred by Borrower to Bank  pursuant  to
     this Agreement or any Related Writing;

     Subject Loan means a loan obtained by Borrower pursuant to this
     Agreement;

     Subject  Note means a note executed and delivered  by  Borrower
     and  being  in  the form and substance of Exhibit  B  with  the
     blanks appropriately filled;

     Subsidiary  means  a  corporation or other business  entity  if
     shares constituting a majority of its outstanding capital stock
     (or  other form of ownership) or constituting a majority of the
     voting   power  in  any  election  of  directors   (or   shares
     constituting both majorities) are (or upon the exercise of  any
     outstanding warrants, options or other rights would  be)  owned
     directly  or  indirectly  at  the  time  in  question  by   the
     corporation   in  question  or  another  Subsidiary   of   that
     corporation or any combination of the foregoing;

     Supplemental Schedule means the schedule incorporated into this
     Agreement as Exhibit A;

     Total Liabilities means the aggregate (without duplication)  of
     all  liabilities of the corporation or corporations in question
     and  includes, without limitation,  (a) any indebtedness  which
     is  secured by any mortgage, security interest or other lien on
     any of their property even if the full faith and credit of none
     of   them   is  pledged  to  the  payment  thereof,   (b)   any
     indebtedness for borrowed money or Funded Indebtedness  of  any
     kind  if  any  such corporation or corporations is a  Guarantor
     thereof and  (c) any Subordinated indebtedness; PROVIDED,  that
     there  shall  be  excluded any liability under a  reimbursement
     agreement relating to a letter of credit issued to finance  the
     importation or exportation of goods;

     Wholly-Owned, as applied to a Subsidiary, means that all of the
     outstanding   shares  of  stock  and  all  of  the  outstanding
     warrants,  options  and other rights to purchase  stock,  other
     than  directors'  qualifying shares, are  held  of  record  and
     beneficially owned by Borrower;

     the foregoing definitions shall be applicable to the respective
     plurals of the foregoing defined terms.

           IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS
     AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.


Address:                                     PUBCO CORPORATION
3830 Kelley Avenue
Cleveland, Ohio 44114
                                             By:_______________________
                                             Name: Robert H. Kanner
                                             Title President

Address:                                     NATIONAL CITY BANK
  1900 East Ninth Street
  Attn: Northcoast Middle Market Division
  Cleveland, Ohio 44114-3484
                                             By:_______________________
                                             Name:  Anthony J. DiMare
                                             Title: Senior Vice President


<PAGE>
                        SUPPLEMENTAL SCHEDULE



There  is  no item which Borrower must disclose in this Supplemental
Schedule  in order to be in full compliance with subsections  3D.01,
3D.03  and  3D.04,  nor is there any addition or  exception  to  the
representations and warranties in section 4B.



































<PAGE>

                              EXHIBIT A

                                NOTE

$10,000,000                Cleveland, Ohio,         August 6, 2001

FOR  VALUE  RECEIVED, the undersigned, PUBCO CORPORATION (Borrower),
a  Delaware  corporation, promises to pay to the order  of  NATIONAL
CITY  BANK,  at  the  payee's main office in  Cleveland,  Ohio,  the
principal sum of

                         TEN MILLION DOLLARS

(or,  if  less, the aggregate unpaid principal balance from time  to
time  shown  on  the books and records of the payee), together  with
interest  computed thereon in accordance with the  Credit  Agreement
referred  to  below,  which principal and  interest  is  payable  in
accordance with the provisions in the Credit Agreement.

This  note  is  issued pursuant to a certain Agreement (the  "Credit
Agreement") made as of  August 6, 2001 by and between the payee  and
Borrower.   The Credit Agreement contains definitions applicable  to
this   note,   provisions  governing  the  making  of   loans,   the
acceleration of the maturity thereof, rights of prepayment and other
provisions  applicable to this note.  Each endorsement, if  any,  on
the  reverse  side  of this note (or any allonge thereto)  shall  be
prima facie evidence of the data so endorsed.

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 the indebtedness represented by this  note
shall  have  become due, whether by lapse of time or by acceleration
of  maturity,  to  waive  the issuance and service  of  process,  to
present  this  note (together with any endorsement  or  endorsements
thereon)  to  the  court,  to admit the  maturity  thereof  and  the
nonpayment thereof when due, to confess judgment against Borrower in
favor  of the holder of this note 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  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, the holder of  this  note  may
nevertheless utilize the foregoing warrant of attorney in thereafter
obtaining additional judgment or judgments against Borrower.

Address:                                PUBCO CORPORATION
  3830 Kelley Avenue
  Cleveland, Ohio  44114
                                        By:_________________________


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 COLLECTFROM 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.

<PAGE>
                              EXHIBIT B

                         EXTENSION AGREEMENT


This  extension agreement made as of ___________________,  20___  by
and  between  Pubco  Corporation (Borrower) and National  City  Bank
(Bank):

The  parties have executed and delivered a certain credit  agreement
dated   August  6,  2001 which provides for, among other  things,  a
Subject   Commitment  aggregating  $10,000,000  and   available   to
Borrower, upon certain terms and conditions until June 30, 2003 (the
Expiration  Date now in effect) subject to any earlier reduction  or
termination pursuant to the credit agreement.

In  consideration  of our mutual agreements and for  other  valuable
considerations,  the  parties agree that  subsection  2A.02  of  the
credit  agreement (captioned "TERM") is hereby amended  by  deleting
the  date  June  30,  2003  and by substituting  therefor  the  date
"______________, 20____", which latter date shall be the  Expiration
Date hereafter in effect.

In  all  other  respects the credit agreement shall remain  in  full
effect.


                                        PUBCO CORPORATION


                                        By__________________________
                                        Name:
                                        Title:



                                        NATIONAL CITY BANK

                                        By__________________________
                                        Name:
                                        Title:











<PAGE>
                                                        EXHIBIT 10.40
                            PROJECT NOTE

$3,500,000                                        August 23, 2001

     Pubco Corporation, a Delaware corporation (the "Borrower"), for
value  received, promises to pay to National City Bank,  as  trustee
(the  "Trustee")  under the Indenture hereinafter  referred  to  the
principal sum of

             THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
                            ($3,500,000)

on  August 1, 2013, or the next Business Day, if such date is not  a
Business Day, and to pay (i) interest on the unpaid balance of  such
principal  sum from and after the date of this Note at the  interest
rate  or interest rates borne by the Project Bonds and (ii) interest
on overdue principal, and to the extent permitted by law, on overdue
interest,  at  the  interest rate provided under the  terms  of  the
Project Bonds.

      This  Note  has  been executed and delivered by  the  Borrower
pursuant to a certain Loan Agreement (the "Agreement"), dated as  of
August  1, 2001, between the County of Cuyahoga, Ohio (the "Issuer")
and  the Borrower. Terms used but not defined herein shall have  the
meanings  ascribed to such terms in the Agreement and the Indenture,
as defined below.

      Under  the  Agreement, the Issuer has loaned the Borrower  the
proceeds  received  from the sale of $3,500,000 aggregate  principal
amount  of  County of Cuyahoga, Ohio Variable Rate Demand Industrial
Development Revenue Bonds, Series 2001 (Pubco Corporation  Project),
dated as of the date of their issuance (the "Project Bonds"), to  be
applied to assist in the financing of the Project.  The Borrower has
agreed  to repay such loan by making Loan Payments at the times  and
in  the amounts set forth in this Note.  The Project Bonds have been
issued,  concurrently with the execution and delivery of this  Note,
pursuant   to,  and  are  secured  by,  the  Trust  Indenture   (the
"Indenture"), dated as of August 1, 2001, between the Issuer and the
Trustee.

     To provide funds to pay the Bond Service Charges on the Project
Bonds as and when due, or to reimburse the Bank for draws under  the
Letter  of Credit to make such payments, the Borrower hereby  agrees
to  and  shall make Loan Payments as follows:  (A) On each  Interest
Payment  Date, the amount equal to the interest due on  the  Project
Bonds  on such Interest Payment Date, and, (B) on any date on  which
principal of the Project Bonds is redeemed or upon maturity  of  the
Project  Bonds, the amount equal to the principal due on the Project
Bonds on that date (each such day being a "Loan Payment Date").   In
addition,  to provide funds to pay the Bond Service Charges  on  the
Project Bonds as and when due at any other time, the Borrower hereby
agrees  to and shall make Loan Payments on any other date  on  which
any  Bond  Service  Charges on the Project Bonds shall  be  due  and
payable, whether at maturity, upon acceleration, call for redemption
or otherwise in an amount equal to those Bond Service Charges.
<PAGE>
      If  payment  or provision for payment in accordance  with  the
Indenture  is  made in respect of the Bond Service  Charges  on  the
Project Bonds from moneys other than Loan Payments, this Note  shall
be  deemed paid to the extent such payments or provision for payment
of Bond Service Charges has been made.  The Borrower shall receive a
credit against its obligation to make Loan Payments hereunder to the
extent  of  any  other  amounts on deposit  in  the  Bond  Fund  and
available to pay Bond Service Charges on the Project Bonds  pursuant
to  the  Indenture except for moneys made available to  the  Trustee
under  and pursuant to the Letter of Credit for the payment of  Bond
Service Charges.  Subject to the foregoing, all Loan Payments  shall
be in the full amount required hereunder.

      All  Loan  Payments shall be payable in lawful  money  of  the
United States of America in immediately available funds and shall be
made to the Trustee at its corporate trust office for the account of
the  Issuer, deposited in the Bond Fund and used as provided in  the
Indenture.

      The  obligation of the Borrower to make the payments  required
hereunder shall be absolute and unconditional and the Borrower shall
make  such  payments  without  abatement,  diminution  or  deduction
regardless  of  any  cause  or circumstances  whatsoever  including,
without limitation, any defense, set-off, recoupment or counterclaim
which  the  Borrower  may  have or assert against  the  Issuer,  the
Trustee, the Bank or any other person.

      This  Note is subject to optional, extraordinary optional  and
mandatory  prepayment,  in  whole or in part,  upon  the  terms  and
conditions  set forth in Article VI of the Agreement.  Any  optional
or extraordinary optional prepayment is also subject to satisfaction
of any applicable notice, deposit or other requirements set forth in
the Agreement or the Indenture.

     Whenever an Event of Default under Section 7.1 of the Agreement
shall  have occurred, the unpaid principal amount of and any premium
and  accrued interest on this Note may be declared or may become due
and  payable  as provided in Section 7.2 of the Agreement;  provided
that any annulment of a declaration of acceleration with respect  to
the Bonds under the Indenture shall also constitute an annulment  of
any corresponding declaration with respect to this Note.

     IN WITNESS WHEREOF, the Borrower has signed this Note as of the
date first above written.


                                   PUBCO CORPORATION


                                   By: /s/ Robert H. Kanner
                                      ----------------------
                                        Robert H. Kanner
                                        President