<PAGE>   1
                             SPLIT DOLLAR AGREEMENT

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


         This agreement made and entered into at Columbus, Ohio, this eleventh
day of September 1997, by and between PH Group Inc., a for-profit corporation,
having its principal office at 2365 Scioto Harper Drive, Columbus, Ohio 43204
(hereinafter called "Corporation") and an employee of said corporation, residing
at 354 Whitaker Avenue, Powell, Ohio 43065 (hereinafter called "Insured").

         WHEREAS, Charles T. Sherman has been employed by the Corporation and
renders valuable and vital services to and for the benefit of the Corporation:
and

         WHEREAS, the Corporation desires to maintain and continue harmonious
relations with said Employee in order to retain the services of said Employee:
and

         WHEREAS, the Corporation is willing to pay a portion of the premiums
for the mutual benefit of the parties hereto, for investments in life insurance
on the life of said Employee so as to provide life insurance protection.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

         1.       This agreement shall be funded by a Flexible Premium Variable
                  Life Insurance policy. When issued, such policy shall be
                  identified and be made part of this agreement by inserting in
                  Schedule A, attached hereto, the policy number and specified
                  amount. Additional life coverage on the Insured may be made
                  subject to the terms of this agreement by an inc- rease in the
                  coverage (as permitted by the terms) of the life policy and by
                  including any such increase in coverage in Schedule A. Other
                  insurance policies on the life of said Insured may be made
                  subject to the terms of this agreement by including them on
                  Schedule A.

         2.       Said Owner shall be designated Owner of the policy and may
                  exercise ownership rights permitted to such Owner by the terms
                  of such policy, except that said policy shall be collaterally
                  assigned to the Corporation. The policy shall be subject to
                  said collateral assignment.

         3.       Said Employee shall have all powers or rights in and/or
                  affecting the aforesaid life insurance policy subject to the
                  aforesaid collateral assignment provided the collateral
                  assignment has not been released by the Corporation.

         4.       Payment of Premiums. The following provisions shall govern the

<PAGE>   2

                  payment of premiums with respect to the policy:

                           a)       Corporate Payment of Premiums. On or before
                                    the due date of each policy premium, or
                                    within any grace period, corporate shall (i)
                                    pay the full amount of the premium to the
                                    insurer AND (ii) promptly furnish evidence
                                    to the Employee of its timely payment of
                                    such premium.

                           (b)      Employee Reimbursement of Computed Economic
                                    Benefit. Employee shall reimburse the
                                    Corporation for a portion of each premium
                                    paid by the corporation. The amount of such
                                    reimbursement shall equal the economic
                                    benefit attributed to the life insurance
                                    protection, on the Employee's life, that is
                                    provided under this Agreement. The value of
                                    such economic benefit shall be calculated
                                    using the lesser of (i) the rates known as
                                    "P.S. 58" rates or (ii) the insurer's
                                    published premium rates for an individual
                                    one-year term life insurance policy
                                    available to all standard risks-in either
                                    case, based in the Employee's age at the due
                                    date of the premium payment.

                  5.       In the event that the policy shall mature as a death
                           claim while this agreement remains in force, the
                           Corporation shall be entitled to claim from the
                           proceeds payable hereunder the sum total of all of
                           its contributions towards the premium payments then
                           outstanding. Said payment shall be considered a
                           return of capital to the Corporation and a
                           termination of this agreement. The balance of such
                           proceeds shall be paid to the beneficiary or
                           beneficiaries designated by the Employee in the
                           manner and in the amount provided under the terms of
                           said policy and any subsequent beneficiary
                           designation. "Premium Payment Then Outstanding," as
                           used in the agreement, means the aggregate amount of
                           payments advanced by employer in payment of premiums
                           as provided above, less any amounts received by
                           employer under the policy or from insured in
                           reimbursement of such payments.

                  6.       This agreement shall be terminated upon the happening
                           of any of the following events:

                           (a)      By mutual consent of the parties hereto.
                           (b)      By termination, other than retirement, of
                                    the Insured's employment with the said
                                    Corporation.
                           (c)      In the event this agreement is terminated
                                    under this Paragraph 6, the Corporation
                                    shall be entitled to a sum equal to the
                                    total sum of the Corporation's contributions


<PAGE>   3

                                    toward premium payments then outstanding in
                                    said policy. Upon such payment, the
                                    corporation shall deliver to the Owner the
                                    assignment pertinent to each policy. The
                                    terms of said payments are as follows:

                                    i)      A lump sum payment by said Owner of
                                            the entire sum within thirty (30)
                                            days after the termination of this
                                            agreement. If said payment is to be
                                            made by either a loan or withdrawal
                                            of existing policy cash values, the
                                            30-day payment period applies only
                                            if the insurance company is solvent
                                            and not in any form of
                                            rehabilitation. Should the
                                            availability of cash value from the
                                            policy be unavailable, for any
                                            reason, the Owner's payment period
                                            to said corporation will be extended
                                            until such time as the insurance
                                            company can and will release the
                                            existing policy cash values, or

                                    ii)     Installment payment of the premium
                                            payments then outstanding plus
                                            interest of the rate of 8% per
                                            annum. Said payments shall be paid
                                            in equal monthly installments within
                                            two (2) years after the termination
                                            date of this agreement. Said
                                            payments shall be evidenced by a
                                            series of promissory notes in like
                                            amounts.

                                    iii)    Said owner shall have five (5) days
                                            after the termination of this
                                            agreement to elect the method of
                                            payment and shall notify the
                                            corporation thereof. If no election
                                            is made by said Owner, the full
                                            purchase price shall become due and
                                            payable at the option of said
                                            Corporation within thirty(30) days
                                            after notice is given to said Owner
                                            by the Corporation in accordance
                                            with the notice requirements set
                                            forth at Paragraph 10 of this
                                            agreement. In the event the amount
                                            due the Corporation is not paid, the
                                            Corporation as assignee, shall be
                                            entitled to exercise and all rights
                                            given to it by the assignment.

                  7.       The parties hereto agree that any insurance company
                           funding this agreement shall be fully discharged as
                           to any policy issued by it by the payment of the
                           death benefit thereunder to the beneficiaries named
                           in the insurance policy, subject to the terms and
                           condition of such policy. In no event shall any such
                           insurance company be considered a party to this
                           agreement nor to any modifications or amendments
                           thereof or any agreement


<PAGE>   4

                           supplementary thereto. Nothing in this agreement nor
                           in any modifications, amendments or supplements
                           hereto shall in any way affect the obligations of
                           said insurance company as expressly provided by the
                           policy (or policies) of insurance issued by it or the
                           collateral assignment pertaining to each policy. It
                           is further agreed that the insurance company, acting
                           in good faith, may rely on the statement of the
                           Corporation of any amount due the Corporation under
                           the collateral assignment and this agreement.

                  8.       This agreement may not be amended or modified except
                           by a written instrument signed by the parties or
                           their successors in interest hereto.

                  9.       This agreement shall be binding upon the parties
                           hereto and their successors, assigns executor or
                           administrators and beneficiaries.

                  10.      All notices required by this agreement are to be in
                           writing and sent be certified or registered mail to
                           the addresses above stated.

                  11.      This agreement shall be subject to and interpreted
                           according to the laws of the state of Ohio.

                  IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written.

                  ATTEST:

                  -------------------                -----------------------
                  Secretary                          Chairman

                  WITNESS:

                  -------------------                ------------------------
                                                     Employee






<PAGE>   5






                                   SCHEDULE A
                               INSURANCE POLICIES
--------------------------------------------------------------------------------


INSURANCE CARRIER    POLICY NUMBER     FACE AMOUNT     TYPE OF POLICY

Pacific Mutual       VP6051182-0       $425,000        Flexible Premium
                                                       Variable Life