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Exhibit 10.2



OHIO AFFILIATES                  5/3  Fifth Third Bank                         2
             Note:  Retain Customer Copy for your records.    Revolving Note

OFFICER No. 902                                    NOTE No.  904084928-00026
$**500,000.00**/RENEWAL                            May 21, 2000 (effective date)
City   Columbus,   State   OHIO

On or before the Due Date below, the undersigned, a corporation, for value
received and if more than one jointly and severally, promise to pay to the order
of FIFTH THIRD BANK, CENTRAL OHIO, 21 E. STATE STREET, COLUMBUS, OHIO 43215
(hereinafter referred to as "Bank") the sum of FIVE HUNDRED THOUSAND AND NO/100
dollars (hereinafter refereed to as the "borrowing") plus interest as provided
herein, less such amounts as shall have been repaid in accordance with this
note. The outstanding balance of this note will appear on a supplemental bank
record and is not necessarily the face amount of this note. Such record shall be
conclusive as to the balance due of this note at any time.

The principal sum outstanding shall bear interest per annum at the rate of 3.00%
greater than the "Prime Rate" (the rate announced by the Bank from time to time)
on the above Effective Date. In the event of a change in said Prime Rate, the
rate of this note shall be changed immediately to that rate which shall be
greater than the new Prime Rate by the amount stated in this clause. Interest
shall be computed based on a year of 360 days and charged for the actual number
of days elapsed.

Prior to the Due Date, Bank may (but is not obligated to) lend to the
undersigned such amounts as may from time to time be requested by the
undersigned provided that the principal amount borrowed shall not at any time
exceed the Borrowing and further provided that no Event of Default as defined
herein shall exist.

Principal shall be due and payable at maturity of the principal amount then
owing plus all interest due therein. Principal and interest payments shall be
made at Bank's address above unless other wise designed to Bank in writing.
Interest shall be due and payable on the 1st of each month beginning March 1,
2000.

To secure repayment of this note and all modification extensions an renewals
thereof, and all the Obligations (as herein defined) of the undersigned to Bank,
the undersigned grants Bank a security interest in all of the undersigned's now
owned or hereafter accrued interested in all property in which Bank is, at any
time, granted alien for any Obligations, and all property in possession of Bank
including, without limitation, money, securities, instruments, documents,
letters of credit, chattel paper, or other property delivered to Bank in
transit, for safekeeping, or for collection or exchange for other property, all
distributions, dividends, warrants, securities for other rights in addition to
such property, all rights to payment from and claims against Bank and all
proceed thereof, and all real and personal property described below
("Collateral'). The undersigned agrees to immediately deliver such additional
dividends, warrants, securities or other property or rights thereto to Bank
immediately upon receipt as additional Collateral and until delivery to hold
same in trust for Bank. The undersigned agrees that the Bank may, at any time,
call for additional Collateral satisfactory to it. All documents executed in
connection with this note and all Collateral, including without limitation the
following, further secure the Obligations:
SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE FOR A
COMPLETE DESCRIPTION OF COLLATERAL PURSUANT TO SECURITY AGREEMENT DATED OCTOBER
21, 1999 TOGETHER WITH UNLIMITED PAYMENT GUARANTIES OF C. T. SHERMAN AND PHOENIX
MANAGEMT, LTD DATED OCTOBER 21, 1999

The Obligations secured by the Collateral (herein the `Obligation') shall
include this note and each and every liability of the undersigned jointly or
severally to Bank and all affiliates of Fifth Third Bancorp however crated,
direct or contingent, due or to become due whether now existing or hereafter
arising, participated in whole or in part, crated by trust agreement, leave,
overdraft, agreement or otherwise, in any manner by the undersigned. The
undersigned also grants Bank a security interest in all of the Collateral as
agent for all affiliates of Fifth Third Bancorp for all Obligations of the
undersigned to such affiliates. Said security interest shall not be enforced to
the extent prohibited by the Truth in Lending Act as implemented by Federal
reserve Regulation Z.

The undersigned certifies that the proceeds of this lean are to be used for
business purposes. If this note is a renewal, in whole or in part, of a previous
Obligation, the acceptance by Bank of this note shall not effectuate a payment
but rather a continuation of the previous Obligation.

Bank may charge, and the undersigned agrees to pay on the above Effective Date,
a note processing fee in an amount determined by Bank.

Events of Default
This note, and all other Obligations of the undersigned to Bank, shall be and
become immediately due and payable at the option of the Bank, without any demand
or notice whatsoever, upon the occurrence of any of the following described
events, each of which shall constitute an Event of Default:



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1)     Any failure to make any payment when due of the principal or interest on
       this note, the occurrence of any event of default as therein defined on
       any other Obligation of the undersigned, or a default in the Obligations
       under any security agreement.

2)     The death or dissolution of the undersigned, of any endorser or
       guarantor, or if the undersigned is a partnership, the death or
       dissolution of a general partner.

3)     Any failure to submit to Bank current financial information upon request.

4)     The creation of any lien (except a lien to Bank) or the issuance of an
       attachment against or seizure of any of the property of, or the entry of
       a judgement against, the undersigned.

5)     In the judgement of Bank, any adverse change occurs in the ability of the
       undersigned to repay the Obligations, or the Bank deems itself insecure.

6)     An assignment for the benefit of the creditors of, or the commencement of
       any bankruptcy, receivership, insolvency, reorganization, or liquidation
       proceedings by or against the undersigned or any enforcer or guarantor
       hereof.

7)     The institution of any garnishment proceedings by attachment, levy or
       otherwise, against any Collateral, any deposit balance maintained or any
       property deposited with the Bank by the undersigned or any endorser or
       guarantor hereof.

8)     Bank has called for additional security and the undersigned has not
       furnished satisfactory additional security on demand.

Upon the occurrence of an Event of Default herein described Bank may, at its
option, cease making advances hereunder, declare this note and all other
Obligation of the undersigned, to be fully due and payable in their aggregate
amount together with accrued interest plus any applicable prepayment premiums,
fees, and charges.

In addition to any other remedy permitted by law, the Bank may at any time,
without notice, apply the Collateral to this note or such other Obligations,
whether due or not, and Bank may, at its option, proceed to enforce and protect
its rights by an action at law or in equity or by any other appropriate
proceedings. Notwithstanding any other legal or equitable rights of Bank, Bank,
in the Event of Default, is (a) hereby irrevocably appointed and constituted
attorney-in-fact, with full power of substitution, to exercise all rights of
ownership with respect to Collateral including, but not limited to, the right to
collect all income of other distributions arising therefrom and to exercise all
voting rights connected with Collateral; and (b) is hereby given full power to
collect, sell, assign, transfer and deliver all of said Collateral or any part
thereof, or any substitutes therefor, or any additions thereto, through any
private or public sale without either demand or notice to the undersigned, or
any advertisement, the same being hereby expressly waived, at which sale Bank is
authorized to purchase said property or any part thereof, free from any right of
redemption on the part of the undersigned, which is hereby expressly waived and
released. In case of sale for any cause, after deducting all costs and expenses
of every kind, Bank may apply, as it shall deem proper, the residue of the
proceeds of such sale toward the payment of any one or more or all of the
Obligations of the undersigned, whether due or not due, to Bank; after such
application and the return of any surplus, the undersigned agrees to be and
remains liable to Bank for any and every deficiency after application as
aforesaid upon this and any other Obligation. The undersigned shall pay all
costs of collection incurred by Bank, including its attorney's fees, if this
note is referred to an attorney for collection, whether or not payment is
obtained before entry of judgement, which costs and fees are Obligations secured
by the Collateral.

If any payment is not paid when due (whether by acceleration or otherwise) or
within 10 days thereafter, the undersigned agrees to pay Bank a late payment fee
as provided for in any loan agreement or 5% of the payment amount, whichever is
greater, with a minimum fee of $20.00. After an Event of default, the
undersigned agrees to pay to Bank a fixed charge of $25.00, or the undersigned
agrees that Bank may, without notice, increase the above stated interest rate by
6%, whichever is greater. Under no circumstances shall said interest rate by
raised to a rate which shall be in excess of the maximum interest rate allowable
under the state and/or federal usury laws in force at the time of such change.

The undersigned may prepay all or part of this note, which prepaid amounts shall
be applied to the amounts due in reverse order of their due dates. Upon such
prepayments, including involuntary prepayment by acceleration, the undersigned
shall pay a premium of 2% of the maximum principal amount permitted under this
note. Partial prepayments shall not excuse any subsequent payment due.

ENTIRE AGREEMENT: The undersigned agrees that there are no conditions or
understandings which are not expressed n this note and the documents refereed to
herein.

WAIVER: No failure on the part of Bank to exercise any of its rights hereunder
shall be deemed a waiver of any such rights or of any default. Demand,
presentment, protest, and notice of dishonor, notice of protest, and notice of
default are hereby waived. Each of the undersigned, including but not limited to
all co-makers and accommodation makers of this note, hereby waives all
suretyship defenses including but not limited to all defenses based upon
impairment of collateral and all suretyship defenses described in Section 3-605
of the Uniform Commercial Code, as revised in 1990 (the "UCC'). Such waiver is
entered to the full extent permitted by Section 3-605(ii) of the UCC.

JURY WAIVER: THE UNDERSIGNED, AND ANY ENDORSER OR GUARANTOR HEREOF, WAIVE THE
RIGHT TO A TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE OR THE
TRANSCATION COMTEMPLATED HEREBY.

The declaration of invalidity of any provision of this note shall not affect any
part of the remainder of the provisions.

This note is supplemented by the terms and conditions of a loan agreement dated
___________ between the undersigned and Bank.



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Warrant of attorney: The undersigned, jointly and severally, authorize any
attorney-at-law to appear in any court of record after maturity of this note,
whether by acceleration or otherwise, to waive the issuance and service of
process and to confess judgement against them in favor of the Bank for the
principal sum due herein together with interest, charges, court costs and
attorney's fees, and to waive and release all errors, rights of appeal,
exemptions an stay of execution. The undersigned also agrees that the attorney
acting for the undersigned as set forth in this paragraph may be compensated by
Bank for such services, and the undersigned waive any conflict of interest
caused by such representation and compensation arrangement. This warrant of
attorney to confess judgement shall be construed under the laws of the State of
Ohio.

WARNING- BY SIGNING THIS PAPER YOU GIVE YOU YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DONOT PAY ON TIME A COURT HUDEGEMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE SUED TO COLLECT
FROMYOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RTURNED GOODS, FAULTY GOODS, FAILUE ON HIS PART TO COMPLY WITH THE GREEMENT, OR
ANY OTHER CAUSE.

DUE DATE        SEPTEMBER 21, 2000                      PH GROUP INC.
ADDRESS         2241 CITYGATE DRIVE                     BY:  C. T. Sherman
                COLUMBUS, OHIO  43219                        C. T. SHERMAN


                                   EXHIBIT "A"

(A)    ACCOUNTS RECEIVALBE: All accounts, contract rights, instruments,
       documents, chattel paper, and all obligations in any form arising out of
       the sale or lease of goods or the rendition of services by Debtor; all
       guarantees, letters of credit and other security for any of the above;
       all merchandise returned or reclaimed by Debtor (collectively the
       "Accounts"); and all books and records (including computer programs,
       tapes and data processing software) evidencing an interest in or relating
       to the above.

(b)    INVENTORY: Any and all goods, supplies, wares, merchandise and other
       tangible personal property, including raw materials, work in process,
       supplies and components, materials used or consumed in its business, and
       finished goods, whether held for sale or lease, or furnished or to be
       furnished under any contract for service, and also including products of
       and accessories to inventory, packing and shipping materials, and all
       documents of title, whether negotiable or non-negotiable, representing
       any of the foregoing.

(c)    EQUIPMENT: All machinery, machine tools, equipment, fixtures, office
       equipment, furniture, furnishings, motors, motor vehicles, tools, dies,
       parts, jigs, goods (including, without limitation, each of the items of
       equipment set forth on any schedule attached hereto), and all
       attachments, accessories, accessions, replacements, substitutions,
       additions, and improvements thereto, and all supplies used or useful in
       connection therewith.

9d)    GERNERAL INTANGIBLES: All general intangibles, chooses in action, causes
of action, obligations or indebtedness owed to Debtor from any source
whatsoever, and all other intangible personal property of every kind and nature
(other than Accounts) including, without limitation, patents, trademarks, trade
names, service marks, copyrights and applications for any of the above, and
goodwill, trade secrets, licenses, franchises, rights under agreements, tax
refund claims, and all books and records listing all computer programs, disks,
tapes, printouts, customer lists, credit files and other business and financial
records, and the equipment containing any such information.

(d)    All cash and non-cash proceeds and products of Collateral and all
       additions and accessions to, replacements of, insurance or condemnation
       proceeds of, and documents covering Collateral, all tort or other claims
       against third parties arising out of damage or destruction of collateral,
       all property received wholly or partly in trade or exchange for
       Collateral, all leases of collateral and all rents, revenues, issues,
       profits and proceeds arising from the sale, lease, license, encumbrance,
       collection, or any other temporary or permanent disposition, of the
       Collateral or any interest therein.

(e)    All instruments, documents, securities, money or other property, now
       owned or hereafter acquired by Debtor or in which Debtor has an interest,
       which now or hereafter are at any time in the possessions or control of
       Secured Party or in transit my mail or carrier to or in the possession of
       any third party acting on behalf of Secured Party, without regard to
       whether Secured Party received the same in pledge, for safekeeping, as
       agent for collection or transmission or otherwise or whether Secured
       party had conditionally released the same, and any deposit accounts of
       Debtor with Secured party, including all demand, time, savings, passbook
       or other accounts.

PH GROUP INC.

BY:      /S/  C. T. Sherman
ITS:     President
DATE:    5/21/00



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