EXHIBIT 10.3

                 January 11, 2001 Loan Documents with Sky Bank




<PAGE>

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
Principal     Loan Date    Maturity     Loan No.     Call   Collateral          Account      Officer      Initials
<S>           <C>          <C>          <C>          <C>    <C>                 <C>          <C>          <C>

$1,900,000.00              07-01-2001   1100120394   210      455                              205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

Borrower: International Plastics and            Lender: SKY BANK
          Equipment Corp.                               NEW CASTLE
          (TIN: 25-1754513)                             101 E. WASHINGTON STREET
          PO Box 5311                                   NEW CASTLE, PA  16101
          New Castle, PA 16105

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


PRINCIPAL AMOUNT: $1,900,000.00    INITIAL RATE: 9.500%   DATE OF NOTE:  1/11/01

PROMISE TO PAY. INTERNATIONAL PLASTICS AND EQUIPMENT CORP. ("BORROWER") PROMISES
TO PAY TO SKY BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF
AMERICA,  THE  PRINCIPAL  AMOUNT OF ONE MILLION NINE  HUNDRED  THOUSAND & 00/100
DOLLARS ($1,900,000.00),  TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE
FROM DECEMBER 29, 2000, UNTIL PAID IN FULL.

PAYMENT.  BORROWER WILL PAY THIS LOAN IN ONE PRINCIPAL  PAYMENT OF $1,900,000.00
PLUS  INTEREST ON JULY 1, 2001.  THIS PAYMENT DUE JULY 1, 2001,  WILL BE FOR ALL
PRINCIPAL  AND ACCRUED  INTEREST NOT YET PAID.  IN ADDITION,  BORROWER  WILL PAY
REGULAR  MONTHLY  PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT
DATE,  BEGINNING  FEBRUARY 1, 2001, WITH ALL SUBSEQUENT  INTEREST PAYMENTS TO BE
DUE ON THE SAME DAY OF EACH MONTH AFTER THAT.  Interest on this Note is computed
on a 365/365 simple interest basis; that is, by applying the ratio of the annual
interest rate over the number of days in a year,  multiplied by the  outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other place as Lender may designate in writing.  Unless otherwise agreed or
required by applicable  law,  payments  will be applied first to accrued  unpaid
interest,  then to principal,  and any remaining amount to any unpaid collection
costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an  independent  index which is the the highest
rate of interest as  published  daily in the "Money  Rates"  section of the Wall
Street  Journal  as  titled  "Prime  Rate"  (the  "Index").  The  Index  is  not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable  during the term of this loan,  Lender may  designate  a  substitute
index after notice to Borrower. Lender will tell Borrower the current index rate
upon Borrower's request.  Borrower  understands that Lender may make loans based
on other rates as well.  The interst  rate change will not occur more often than
each day.  THE INDEX  CURRENTLY  IS 9.500% PER ANNUM.  THE  INTEREST  RATE TO BE
APPLIED TO THE UNPAID PRINCIPAL  BALANCE OF THIS NOTE WILL BE AT A RATE EQUAL TO
THE INDEX,  RESULTING IN AN INITIAL RATE OF 9.500% PER ANNUM.  NOTICE:  Under no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing,  relieve
Borrower of Borrower's obligation to continue to make payments under the payment
schedule. Rather, they will reduce the principal balance due.

LATE  CHARGE.  If a payment  is 10 DAYS OR MORE LATE,  Borrower  will be charged
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $50.00, WHICHEVER IS GREATER.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) Any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  of this  Note.  (h) A material
adverse change occurs in Borrower's financial condition,  or Lender believes the
prospect of payment or performance of the  indebtedness is impaired.  (i) Lender
in good faith deems itself insecure.

If any default,  other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same  provision  of this Note  within
the preceding twelve (12) months,  it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default:  (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's  sole  discretion  to be sufficient to cure the default
and  thereafter  continues  and  completes all  reasonable  and necessary  steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount. Upon default,  including failure to pay upon final maturity,  Lender, at
its option,  may also, if permitted under applicable law,  increase the variable
interest  rate on this Note to 18.000%  per annum.  The  interest  rate will not
exceed the maximum rate  permitted  by  applicable  law.  Lender may hire or pay
someone else to help collect this Note if Borrower  does not pay.  Borrower also
will pay  Lender  that  amount.  This  includes,  subject  to any  limits  under
applicable law, Lender's  attorneys' fees and Lender's legal expenses whether or
not  there is a  lawsuit,  including  attorneys'  fees and  legal  expenses  for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction),  appeals, and any anticipated post-judgment collection services.
If not prohibited by applicable law,  Borrower also will pay any court costs, in
addition to all other sums provided by law. If judgment is entered in connection
with this Note,  interest will continue to accrue on this Note after judgment at
the interest rate applicable to this Note at the time judgment is entered.  THIS
NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE  COMMONWEALTH OF
PENNSYLVANIA.  IF THERE IS A LAWSUIT,  BORROWER AGREES UPON LENDER'S  REQUEST TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF LAWRENCE COUNTY, THE COMMONWEALTH OF
PENNSYLVANIA.  LENDER AND  BORROWER  HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN
ANY ACTION,  PROCEEDING,  OR  COUNTERCLAIM  BROUGHT BY EITHER LENDER OR BORROWER
AGAINST THE OTHER.  THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $10.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however  all IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts, and, at
Lender's option, to administratively freeze all such accounts to allow Lender to
protect Lender's charge and setoff rights provided on this paragraph.



<PAGE>

                                 PROMISSORY NOTE
LOAN NO 1100120394                 (CONTINUED)                            PAGE 2
================================================================================

COLLATERAL.  This Note is secured by all business  assets now owned or hereafter
acquired  by  Borrower.  This loan is cross  collateralized  with  loan  numbers
1100021329 and 1100097171.

ADDITIONAL DEFAULT  PROVISIONS.  Borrowers will also be in default if any of the
following occurs:  Borrower fails,  within 30 days of request, to provide Lender
with copies of annual Federal Tax Returns,  Balance Sheet, Income Statement,  or
Personal Financial Statements, as applicable, as deemed necessary by Lender.

PURPOSE.  This Loan is for the purpose of bridge financing.

DEPOSITORY.  Borrower  shall maintain its main  depository  accounts with Lender
during the term of this Loan.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
sighs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment,  demand  for  payment,  protest  and notice of  dishonor.  Upon any
changes in the terms of this  Note,  and unless  otherwise  expressly  stated in
writing,   no  party  who  signs  this  Note,   whether  as  maker,   guarantor,
accommodation  maker or endorser,  shall be released  from  liability.  All such
parties agree that Lender may renew or extend  (repeatedly and for any length of
time) this loan,  or release any party or  guarantor or  collateral;  or impair,
fail to realize upon or perfect  Lender's  security  interest in the collateral;
and take any other action deemed  necessary by Lender  without the consent of or
notice to anyone.  All such  parties also agree that Lender may modify this loan
without  the  consent of or notice to anyone  other than the party with whom the
modification  is made. If any portion of this Note is for any reason  determined
to be  unenforceable,  it  will  not  affect  the  enforceability  of any  other
provisions of this Note.

CONFESSION OF JUDGMENT.  BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY  OR THE  PROTHONOTARY  OR CLERK OF ANY  COURT  IN THE  COMMONWEALTH  OF
PENNSYLVANIA,  OR ELSEWHERE,  TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT
UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR
ENTER JUDGMENT AGAINST  BORROWER FOR THE ENTIRE PRINCIPAL  BALANCE OF THIS NOTE,
ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED
BY LENDER  RELATING TO ANY COLLATERAL  SECURING THIS NOTE TOGETHER WITH INTEREST
ON SUCH AMOUNTS,  TOGETHER WITH COSTS OF SUIT,  AND AN ATTORNEY'S  COMMISSION OF
TEN PERCENT  (10%) OF THE UNPAID  PRINCIPAL  BALANCE AND  ACCRUED  INTEREST  FOR
COLLECTION,  BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH
JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE  IMMEDIATELY;  AND FOR SO
DOING,  THIS  NOTE  OR A COPY  OF THIS  NOTE  VERIFIED  BY  AFFIDAVIT  SHALL  BE
SUFFICIENT  WARRANT.  THE  AUTHORITY  GRANTED IN THIS NOTE TO  CONFESS  JUDGMENT
AGAINST  BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,  BUT
SHALL  CONTINUE  FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL
AMOUNTS DUE UNDER THIS NOTE.  BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE
TO NOTICE OR TO A HEARING IN  CONNECTION  WITH ANY SUCH  CONFESSION OF JUDGMENT,
EXCEPT ANY NOTICE AND/OR HEARING  REQUIRED UNDER  APPLICABLE LAW WITH RESPECT TO
EXECUTION OF THE  JUDGMENT,  AND STATES THAT EITHER A  REPRESENTATIVE  OF LENDER
SPECIFICALLY   CALLED  THIS  CONFESSION  OF  JUDGMENT  PROVISION  TO  BORROWER'S
ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By:  /s/ JOE GIORDANO, JR.       (SEAL)    By:  /s/ CHARLES LONG, JR.     (SEAL)
     ------------------------------             --------------------------------
     Joe Giordano, Jr., President               Charles Long, Jr., Secretary/
                                                                   Treasurer



LENDER:

SKY BANK

By:  /s/  JOHN D. KLINE  SVP
     ------------------------------
        Authorized Officer
================================================================================
Variable  Rate.  Single  Pay  LASER  PRO,  Reg.  U.S.  Pat.  & T.M.  Off.,  Ver.
3.26a(c)2000   CFI   ProServices,   Inc.  All  rights   reserved.   (PA-D20F3.26
PLASTICS.LNC6OVL)



<PAGE>
                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
Principal     Loan Date    Maturity     Loan No.     Call  Collateral     Account      Officer      Initials
<S>           <C>          <C>          <C>          <C>   <C>            <C>          <C>          <C>

                                                     210      455                       205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

BORROWER:   International Plastics and          LENDER: SKY BANK
            Equipment Corp.                             NEW CASTLE
            (TIN: 25-1754513)                           101 E. WASHINGTON STREET
            PO Box 5311                                 NEW CASTLE, PA  16101
            New Castle, PA 16105

GUARANTOR:  Charles J. Long, Jr. and Cynthia Long
            RD#4, Box 62A
            New Castle, PA  16101

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

AMOUNT OF GUARANTY.  THE AMOUNT OF THIS  GUARANTY IS 100.000% OF ALL AMOUNTS DUE
NOW OR LATER FROM BORROWER TO LENDER AS PROVIDED BELOW WITHOUT LIMIT.

CONTINUING UNLIMITED GUARANTY. FOR GOOD AND VALUABLE  CONSIDERATION,  CHARLES J.
LONG,  JR.  AND  CYNTHIA  LONG  ("GUARANTOR")   ABSOLUTELY  AND  UNCONDITIONALLY
GUARANTEE AND PROMISE TO PAY,  JOINTLY AND SEVERALLY,  TO SKY BANK ("LENDER") OR
ITS ORDER,  IN LEGAL  TENDER OF THE UNITED  STATES OF  AMERICA,  100.000% OF THE
INDEBTEDNESS  (AS THAT TERM IS  DEFINED  BELOW) OF  INTERNATIONAL  PLASTICS  AND
EQUIPMENT CORP.  ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS SET FORTH IN
THIS GUARANTY.  UNDER THIS GUARANTY, THE LIABILITY OF GUARANTOR IS UNLIMITED AND
THE OBLIGATIONS OF GUARANTOR ARE CONTINUING.  GUARANTOR  AGREES THAT LENDER,  IN
ITS SOLE DISCRETION,  MAY DETERMINE WHICH PORTION OF BORROWER'S  INDEBTEDNESS TO
LENDER IS COVERED BY GUARANTOR'S PERCENTAGE GUARANTY.

DEFINITIONS.  The following words shall have the following meanings when used in
this Guaranty:

     BORROWER.  The word "Borrower" means  International  Plastics and Equipment
     Corp.

     GUARANTOR.  The word  "Guarantor"  means  Charles L. Long,  Jr. and Cynthia
     Long, who are signing this Guaranty jointly and severally.

     GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for the
     benefit of Lender dated 1-11-01.

     INDEBTEDNESS.  The word  "Indebtedness"  is used in its most  comprehensive
     sense  and  means  and  includes  any  and all of  Borrower's  liabilities,
     obligations, debts, and indebtedness to Lender, now existing or hereinafter
     incurred or created,  including,  without limitation,  all loans, advances,
     interest,  costs, debts, overdraft indebtedness,  credit card indebtedness,
     lease obligations,  other obligations,  and liabilities of Borrower, or any
     of them, and any present or future judgments  against  Borrower,  or any of
     them; and whether any such  indebtedness  is  voluntarily or  involuntarily
     incurred,   due  or  not  due,   absolute  or  contingent,   liquidated  or
     unliquidated,  determined or  undetermined;  whether Borrower may be liable
     individually  or jointly with others,  or primarily or  secondarily,  or as
     guarantor or surety;  whether  recovery on the  Indebtedness  may be or may
     become barred or unenforceable  against Borrower for any reason whatsoever;
     and whether the indebtedness arises from transactions which may be voidable
     on account of infancy, insanity, ultra vires, or otherwise.

     LENDER. The word "Lender" means SKY BANK, its successors and assigns.

     RELATED DOCUMENTS.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

NATURE OF GUARANTY.  Guarantor's liability under this Guaranty shall be open and
continuous for so long as this Guaranty remains in force.  Guarantor  intends to
guarantee at all times the performance  and prompt payment when due,  whether at
maturity or earlier by reason of acceleration or otherwise, of all indebtedness.
Accordingly,  no payments made upon the indebtedness  will discharge or diminish
the continuing  liability of Guarantor in connection with any remaining portions
of the indebtedness or any of the indebtedness which  subsequently  arises or it
thereafter incurred or contracted.  The obligations of Guarantors shall be joint
and  several.  Lender may proceed  against any of the  Guarantors  individually,
against any group of  Guarantors,  or against all the  Guarantors in one action,
without  affecting the right of Lender to proceed  against other  Guarantors for
amounts  that are covered by the  Guaranty.  Any  inability of Lender to proceed
against any  Guarantor  (whether  caused by actions of a Guarantor or of Lender)
will  not  affect  Lender's  right  to  proceed  against  any or  all  remaining
Guarantors for all or part of the amounts covered by this Guaranty.

DURATION OF GUARANTY.  This  Guaranty  will take effect when  received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower,  and will continue in full force until all indebtedness incurred or
contracted  before receipt by Lender of any notice of revocation shall have been
fully and finally  paid and  satisfied  and all other  obligations  of Guarantor
under this Guaranty  shall have been  performed in full. If Guarantor  elects to
revoke this Guaranty,  Guarantor may only do so in writing.  Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at the address
of Lender  listed above or such other place as Lender may  designate in writing.
Written  revocation  of  this  Guaranty  will  apply  only  to  advances  or new
indebtedness  created  after  actual  receipt by Lender of  Guarantor's  written
revocation. For this purpose and without limitation, the term "new indebtedness"
does not  include  indebtedness  which at the time of  notice of  revocation  is
contingent,  unliquidated,  undetermined  or not due  and  which  later  becomes
absolute, liquidated, determined or due. Notice of revocation shall be effective
only as to the particular  Guarantor  providing the notice, and shall not affect
the liability of other guarantors. This Guaranty will continue to bind Guarantor
for all  indebtedness  incurred  by  Borrower or  committed  by Lender  prior to
receipt of Guarantor's  written notice of revocation,  including any extensions,
renewals,  substitutions  or modifications  of the  indebtedness.  All renewals,
extensions,  substitutions,  and modifications of the indebtedness granted after
Guarantor's  revocation,  are contemplated under this Guaranty and, specifically
will not be considered  to be new  indebtedness.  This  Guaranty  shall bind the
estate of Guarantor as to  indebtedness  created both before and after the death
or incapacity of Guarantor,  regardless of Lender's actual notice of Guarantor's
death. Subject to the foregoing,  Guarantor's executor or administrator or other
legal  representative  may  terminate  this Guaranty in the same manner in which
Guarantor  might have  terminated  it and with the same  effect.  Release of any
other guarantor or termination of any other guaranty of the  indebtedness  shall
not affect the liability of Guarantor under this Guaranty. A revocation received
by Lender from any one or more Guarantors  shall not affect the liability of any
remaining  Guarantors under this Guaranty.  IT IS ANTICIPATED THAT  FLUCTUATIONS
MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY,  AND
IT IS SPECIFICALLY  ACKNOWLEDGED  AND AGREED BY GUARANTOR THAT REDUCTIONS IN THE
AMOUNT  OF  INDEBTEDNESS,  EVEN  TO  ZERO  DOLLARS  ($0.00),  PRIOR  TO  WRITTEN
REVOCATION OF THIS GUARANTY BY GUARANTOR  SHALL NOT  CONSTITUTE A TERMINATION OF
THIS GUARANTY.  THIS GUARANTY IS BINDING UPON GUARANTOR AND  GUARANTOR'S  HEIRS,
SUCCESSORS  AND ASSIGNS SO LONG AS ANY OF THE  GUARANTEED  INDEBTEDNESS  REMAINS
UNPAID  AND EVEN  THOUGH THE  INDEBTEDNESS  REMAINS  UNPAID AND EVEN  THOUGH THE
INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00).

GUARANTOR'S  AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation  hereof,  WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING
GUARANTOR'S  LIABILITY  UNDER  THIS  GUARANTY,  FROM TIME TO TIME:  (A) PRIOR TO
REVOCATION  AS SET  FORTH  ABOVE,  TO MAKE  ONE OR MORE  ADDITIONAL  SECURED  OR
UNSECURED LOANS TO BORROWER,  TO LEASE EQUIPMENT OR OTHER GOODS TO BORROWER,  OR
OTHERWISE TO EXTEND  ADDITIONAL  CREDIT TO BORROWER;  (B) TO ALTER,  COMPROMISE,
RENEW,  EXTEND,  ACCELERATE,  OR OTHERWISE CHANGE ONE OR MORE TIMES THE TIME FOR
PAYMENT  OR OTHER  TERMS OF THE  INDEBTEDNESS  OR ANY PART OF THE  INDEBTEDNESS,
INCLUDING  INCREASES AND DECREASES OF THE RATE OF INTEREST ON THE  INDEBTEDNESS;
EXTENSIONS  MAY BE REPEATED AND MAY BE FOR LONGER THAN THE  ORIGINAL  LOAN TERM;
(C) TO TAKE AND HOLD SECURITY FOR THE PAYMENT OF



<PAGE>
                               COMMERCIAL GUARANTY
LOAN NO 1100120394                 (CONTINUED)                            PAGE 2
================================================================================

THIS GUARANTY OR THE INDEBTEDNESS,  AND EXCHANGE,  ENFORCE, WAIVE,  SUBORDINATE,
FAIL OR DECIDE NOT TO PERFECT,  AND RELEASE ANY SUCH  SECURITY,  WITH OR WITHOUT
THE  SUBSTITUTION OF NEW COLLATERAL;  (D) TO RELEASE,  SUBSTITUTE,  AGREE NOT TO
SUE, OR DEAL WITH ANY ONE OR MORE OF BORROWER'S  SURETIES,  ENDORSERS,  OR OTHER
GUARANTORS  ON ANY TERMS OR IN ANY MANNER  LENDER MAY CHOOSE;  (E) TO  DETERMINE
HOW,  WHEN AND WHAT  APPLICATION  OF PAYMENTS  AND CREDITS  SHALL BE MADE ON THE
INDEBTEDNESS;  (F) TO APPLY SUCH SECURITY AND DIRECT THE ORDER OR MANNER OF SALE
THEREOF,  INCLUDING  WITHOUT  LIMITATION,  ANY NONJUDICIAL SALE PERMITTED BY THE
TERMS OF THE CONTROLLING  SECURITY  AGREEMENT OR DEED OF TRUST, AS LENDER IN ITS
DISCRETION MAY DETERMINE; (G) TO SELL, TRANSFER, ASSIGN, OR GRANT PARTICIPATIONS
IN ALL OR ANY PART OF THE  INDEBTEDNESS;  AND (H) TO  ASSIGN  OR  TRANSFER  THIS
GUARANTY IN WHOLE OR IN PART.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (a) no  representations  or agreements of any kind have been made to
Guarantor  which would  limit or qualify in any way the terms of this  Guaranty;
(b) this  Guaranty is executed at  Borrower's  request and not at the request of
Lender;  (c)  Guarantor  has full power,  right and authority to enter into this
Guaranty;  (d) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument  binding upon Guarantor and do
not  result  in a  violation  of any  law,  regulation,  court  decree  or order
applicable to Guarantor;  (e) Guarantor has not and will not,  without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially  all of Guarantor's  assets, or any
interest therein;  (f) upon Lender's  request,  Guarantor will provide to Lender
financial and credit  information  in form  acceptable  to Lender,  and all such
financial  information  which  currently  has  been,  and all  future  financial
information  which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
of the dates the  financial  information  is provided;  (g) no material  adverse
change has occurred in  Guarantor's  financial  condition  since the date of the
most recent  financial  statements  provided to Lender and no event has occurred
which may materially adversely affect Guarantor's  financial  condition;  (h) no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those for unpaid taxes) against  Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and (j) Guarantor has  established  adequate  means of obtaining from
Borrower  on a  continuing  basis  information  regarding  Borrower's  financial
condition.  Guarantor agrees to keep adequately  informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under this  Guaranty,  and  Guarantor  further  agrees that Lender shall have no
obligation to disclose to Guarantor  any  information  or documents  acquired by
Lender in the course of its relationship with Borrower.

GUARANTOR'S  WAIVERS.  Except as prohibited by applicable law,  Guarantor waives
any right to require  Lender (a) to continue  lending  money or to extend  other
credit to Borrower; (b) to make any presentment,  protest,  demand, or notice of
any kind,  including  notice of any  nonpayment  of the  indebtedness  or of any
nonpayment  related to any  collateral,  or notice of any action or nonaction on
the part of  Borrower,  Lender,  any surety,  endorser,  or other  guarantor  in
connection  with the  indebtedness  or in connection with the creation of new or
additional  loans or  obligations;  (c) to  resort  for  payment  or to  proceed
directly  or at  once  against  any  person,  including  Borrower  or any  other
guarantor;  (d) to proceed  directly  against or exhaust any collateral  held by
Lender from  Borrower,  any other  guarantor,  or any other person;  (e) to give
notice of the terms,  time,  and place of any public or private sale of personal
property  security  held by Lender  from  Borrower  or to comply  with any other
applicable  provisions of the Uniform  Commercial  Code; (f) to pursue any other
remedy within  Lender's power; or (g) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor  also waives any and all rights or  defenses  arising by reason of (a)
any "one  action" or  "anti-deficiency"  law or any other law which may  prevent
Lender from  bringing  any action,  including  a claim for  deficiency,  against
Guarantor,   before  or  after  Lender's   commencement  or  completion  of  any
foreclosure action, either judicially or by exercise of a power of sale; (b) any
election of remedies by Lender  which  destroys or otherwise  adversely  affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement,  including without  limitation,  any loss of rights Guarantor
may  suffer  by reason  of any law  limiting,  qualifying,  or  discharging  the
indebtedness;  (c) any  disability  or other  defense of Borrower,  of any other
guarantor,  or of any other person,  or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the indebtedness; (d) any right to claim discharge of the indebtedness on the
basis of unjustified impairment of any collateral for the indebtedness;  (e) any
statute  of  limitations,  if at any time any  action or suit  brought by Lender
against Guarantor is commenced there is outstanding  indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations;  or (f) any
defenses  given to guarantors at law or in equity other than actual  payment and
performance  of the  indebtedness.  If  payment  is  made by  Borrower,  whether
voluntarily  or  otherwise,  or by any  third  party,  on the  indebtedness  and
thereafter  Lender is forced to remit the amount of that  payment to  Borrower's
trustee  in  bankruptcy  or to any  similar  person  under any  federal or state
bankruptcy  law or law for the  relief of  debtors,  the  indebtedness  shall be
considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor  further  waives  and  agrees  not to  assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim,  counter demand,  recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and  consequences  and that,  under the  circumstances,  the
waivers are  reasonable  and not  contrary to public  policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

LENDER'S  RIGHT OF SETOFF.  In  addition  to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's  obligations to Lender under
this  Guaranty  and to the  extent  permitted  by law,  a  contractual  security
interest  in and a right  of  setoff  against,  and  Guarantor  hereby  assigns,
conveys,  delivers,  pledges,  and transfers to Lender all of Guarantor's right,
title  and  interest  in and to,  all  deposits,  moneys,  securities  and other
property of Guarantor  now or hereafter in the  possession of or on deposit with
Lender,  whether held in a general or special  account or deposit,  whether held
jointly  with  someone  else,  or whether  held for  safekeeping  or  otherwise,
excluding  however  all IRA,  Keogh,  and trust  accounts.  Every such  security
interest and right of setoff may be exercised  without  demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such right of setoff or to enforce such security  interest or by any delay in so
doing.  Every right of setoff and security interest shall continue in full force
and effect  until  such right of setoff or  security  interest  is  specifically
waived or released by an instrument in writing executed by Lender.

SUBORDINATION  OF  BORROWER'S  DEBTS TO  GUARANTOR.  Guarantor  agrees  that the
indebtedness of Borrower to Lender,  whether now existing or hereafter  created,
shall be prior to any claim that  Guarantor  may now have or  hereafter  acquire
against Borrower,  whether or not Borrower becomes  insolvent.  Guarantor hereby
expressly  subordinates any claim Guarantor may have against Borrower,  upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower,  through bankruptcy, by an assignment for the benefit of creditors, by
voluntary  liquidation,  or otherwise,  the assets of Borrower applicable to the
payment of the claims of both Lender and  Guarantor  shall be paid to Lender and
shall be first applied by Lender to the  indebtedness  of Borrower to payment of
the  claims of both  Lender and  Guarantor  shall be paid to Lender and shall be
first  applied by Lender to the  indebtedness  of Borrower to Lender.  Guarantor
does  hereby  assign to Lender all claims  which it may have or acquire  against
Borrower or against any assignee or trustee in bankruptcy of Borrower;  provided
however,  that  such  assignment  shall be  effective  only for the  purpose  of
assuring  to Lender  full  payment in legal  bankruptcy  of  Borrower;  provided
however,  that  such  assignment  shall be  effective  only for the  purpose  of
assuring to Lender full payment in legal tender of the  indebtedness.  If Lender
so requests,  any notes or credit  agreements  now or hereafter  evidencing  any
debts or obligations of Borrower to Guarantor shall be marked with a legend that
the same  are  subject  to this  Guaranty  and  shall be  delivered  to  Lender.
Guarantor  agrees,  and Lender hereby is  authorized,  in the name of Guarantor,
from time to time to execute  and file  financing  statements  and  continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to perfect,  preserve and enforce its
rights under this Guaranty.



<PAGE>

                               COMMERCIAL GUARANTY
LOAN NO 1100120394                 (CONTINUED)                            PAGE 3
================================================================================
MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     AMENDMENTS. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this  Guaranty.  No  alteration  of or amendment to this  Guaranty
     shall be  effective  unless  given in  writing  and  signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     APPLICABLE  LAW. This Guaranty has been delivered to Lender and accepted by
     Lender  in  the  Commonwealth  of  Pennsylvania.  If  there  is a  lawsuit,
     Guarantor agrees upon Lender's request to submit to the jurisdiction of the
     courts  of  LAWRENCE  County,  Commonwealth  of  Pennsylvania.  Lender  and
     Guarantor  hereby  waive  the  right  to any  jury  trial  in  any  action,
     proceeding,  or counterclaim  brought by either Lender or Guarantor against
     the other.  This Guaranty  shall be governed by and construed in accordance
     with the laws of the Commonwealth of Pennsylvania.

     ATTORNEYS'  FEES;  EXPENSES.  Guarantor  agrees to pay upon  demand  all of
     Lender's costs and expenses,  including  attorneys' fees and Lender's legal
     expenses,  incurred in connection  with the  enforcement  of this Guaranty.
     Lender may pay someone else to help enforce this  Guaranty,  and  Guarantor
     shall pay the costs and  expenses of such  enforcement.  Costs and expenses
     include Lender's attorneys' fees and legal expenses whether or not there is
     a lawsuit,  including  attorneys'  fees and legal  expenses for  bankruptcy
     proceedings  (and including  efforts to modify or vacate any automatic stay
     or  injunction),  appeals  and  any  anticipated  post-judgment  collection
     services. Guarantor also shall pay all court costs and such additional fees
     as may be directed by the court.

     NOTICES.  All  notices  required  to be given by either  party to the other
     under  this  Guaranty  shall be in  writing,  may be sent by  telefacsimile
     (unless otherwise  required by law), and, except for revocation  notices by
     Guarantor,  shall be effective  when actually  delivered or when  deposited
     with a nationally  recognized  overnight courier,  or when deposited in the
     United States mail, first class postage prepaid,  addressed to the party to
     whom the notice is to be given at the address  shown above or to such other
     addresses  as either  party may  designate  to the  other in  writing.  All
     revocation  notices by Guarantor shall be in writing and shall be effective
     only upon  delivery  to  Lender as  provided  above in the  section  titled
     "DURATION OF GUARANTY." If there is more than one Guarantor,  notice to any
     Guarantor will constitute  notice to all Guarantors.  For notice  purposes,
     Guarantor  agrees  to keep  Lender  informed  at all  times of  Guarantor's
     current address.

     INTERPRETATION.  In all  cases  where  there is more than one  Borrower  or
     Guarantor,  then all words used in this  Guaranty in the singular  shall be
     deemed to have been used in the plural  where the context and  construction
     so  require;  and  where  there  is more  than one  Borrower  named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor,  the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words  "Guarantor,"  "Borrower," and "Lender" include the
     heirs,  successors,  assigns,  and  transferees  of each of  them.  Caption
     headings in this Guaranty are for convenience  purposes only and are not to
     be used to interpret or define the provisions of this Guaranty.  If a court
     of  competent  jurisdiction  finds any  provision  of this  Guaranty  to be
     invalid or  unenforceable  as to any person or  circumstance,  such finding
     shall not render that provision  invalid or  unenforceable  as to any other
     persons or circumstances,  and all provisions of this Guaranty in all other
     respects shall remain valid and enforceable. If any one or more of Borrower
     or Guarantor  are  corporations  or  partnerships,  it is not necessary for
     Lender to  inquire  into the  powers of  Borrower  or  Guarantor  or of the
     officers,  directors,  partners,  or agents  acting or purporting to act on
     their  behalf,  and any  indebtedness  made or created in reliance upon the
     professed exercise of such powers shall be guaranteed under this Guaranty.

     WAIVER.  Lender  shall not be deemed to have  waived any rights  under this
     Guaranty  unless such  waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Guaranty  shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other  provision of this Guaranty.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Guarantor,  shall  constitute a waiver
     of any of Lender's  rights or of any of  Guarantor's  obligations as to any
     future transactions.  Whenever the consent of Lender is required under this
     Guaranty,  the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

EXCLUSIONS FOR THE UNLIMITED GUARANTEE'S. Lender hereby excludes for the purpose
of the  Unlimited  Guarantee's;  Joseph  Giordano,  Jr.  interest in Valley View
Aprtments, and Charles J. Long, Jr. interest in Hackers, Inc.

CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY  OR THE  PROTHONOTARY  OR CLERK OF ANY  COURT  IN THE  COMMONWEALTH  OF
PENNSYLVANIA,  OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT
UNDER  THIS  GUARANTY,  AND WITH OR  WITHOUT  COMPLAINT  FILED,  AS OF ANY TERM,
CONFESS OR ENTER JUDGMENT AGAINST  GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF
THIS  GUARANTY,  ALL ACCRUED  INTEREST,  LATE  CHARGES,  AND ANY AND ALL AMOUNTS
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS GUARANTY
TOGETHER  WITH INTEREST ON SUCH  AMOUNTS,  TOGETHER  WITH COSTS OF SUIT,  AND AN
ATTORNEY'S  COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL  BALANCE AND
ACCRUED  INTEREST  FOR  COLLECTION,  BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED
DOLLARS ($500) ON WHICH  JUDGMENT OR JUDGMENTS ONE OR MORE  EXECUTIONS MAY ISSUE
IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED
BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST  GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF
THAT  AUTHORITY,  BUT SHALL  CONTINUE  FROM TIME TO TIME AND AT ALL TIMES  UNTIL
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.  GUARANTOR HEREBY WAIVES
ANY RIGHT  GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN  CONNECTION  WITH ANY
SUCH  CONFESSION OF JUDGMENT,  EXCEPT ANY NOTICE AND/OR  HEARING  REQUIRED UNDER
APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER
A  REPRESENTATIVE  OF LENDER  SPECIFICALLY  CALLED THIS  CONFESSION  OF JUDGMENT
PROVISION  TO  GUARANTOR'S  ATTENTION  OR  GUARANTOR  HAS  BEEN  REPRESENTED  BY
INDEPENDENT LEGAL COUNSEL.

EACH UNDERSIGNED  GUARANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,  EACH GUARANTOR  UNDERSTANDS THAT
THIS  GUARANTY IS  EFFECTIVE  UPON  GUARANTOR'S  EXECUTION  AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE  UNTIL  TERMINATED IN THE
MANNER  SET  FORTH IN THE  SECTION  TITLED  "DURATION  OF  GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED 1/11/01.

THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GUARANTOR:

X  /s/ CHARLES J. LONG, JR.   (SEAL)         X  /s/ CYNTHIA LONG        (SEAL)
   ---------------------------                  ------------------------
    Charles J. Long Jr.                          Cynthia Long

WITNESS AS TO BOTH:

   /s/ JOHN D. KLINE
   ---------------------------


<PAGE>

                               COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
Principal     Loan Date    Maturity     Loan No.     Call   Collateral     Account      Officer      Initials
<S>           <C>          <C>          <C>          <C>    <C>            <C>          <C>          <C>

                                                     210      455                        205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

BORROWER:   International Plastics and         LENDER: SKY BANK
            Equipment Corp.                            NEW CASTLE
            (TIN: 25-1754513)                          101 E. WASHINGTON STREET
            PO Box 5311                                NEW CASTLE, PA  16101
            New Castle, PA 16105

GUARANTOR:  Joseph Giordano, Jr. and Beth Lynn Giordano
            Phillips School Rd., RD#1, Box 610
            New Castle, PA  16142

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

AMOUNT OF GUARANTY.  THE AMOUNT OF THIS  GUARANTY IS 100.000% OF ALL AMOUNTS DUE
NOW OR LATER FROM BORROWER TO LENDER AS PROVIDED BELOW WITHOUT LIMIT.

CONTINUING  UNLIMITED  GUARANTY.  FOR GOOD AND  VALUABLE  CONSIDERATION,  JOSEPH
GIORDANO,   JR.   AND  BETH   LYNN   GIORDANO   ("GUARANTOR")   ABSOLUTELY   AND
UNCONDITIONALLY GUARANTEE AND PROMISE TO PAY, JOINTLY AND SEVERALLY, TO SKY BANK
("LENDER")  OR ITS  ORDER,  IN LEGAL  TENDER OF THE  UNITED  STATES OF  AMERICA,
100.000% OF THE  INDEBTEDNESS  (AS THAT TERM IS DEFINED BELOW) OF  INTERNATIONAL
PLASTICS AND EQUIPMENT CORP.  ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS
SET FORTH IN THIS GUARANTY.  UNDER THIS GUARANTY,  THE LIABILITY OF GUARANTOR IS
UNLIMITED AND THE OBLIGATIONS OF GUARANTOR ARE CONTINUING. GUARANTOR AGREES THAT
LENDER,  IN ITS SOLE  DISCRETION,  MAY  DETERMINE  WHICH  PORTION OF  BORROWER'S
INDEBTEDNESS TO LENDER IS COVERED BY GUARANTOR'S PERCENTAGE GUARANTY.

DEFINITIONS.  The following words shall have the following meanings when used in
this Guaranty:

     BORROWER.  The word "Borrower" means  International  Plastics and Equipment
     Corp.

     GUARANTOR.  The word "Guarantor"  means Joseph Giordano,  Jr. and Beth Lynn
     Giordano, who are signing this Guaranty jointly and severally.

     GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for the
     benefit of Lender dated 1-11-01.

     INDEBTEDNESS.  The word  "Indebtedness"  is used in its most  comprehensive
     sense  and  means  and  includes  any  and all of  Borrower's  liabilities,
     obligations, debts, and indebtedness to Lender, now existing or hereinafter
     incurred or created,  including,  without limitation,  all loans, advances,
     interest,  costs, debts, overdraft indebtedness,  credit card indebtedness,
     lease obligations,  other obligations,  and liabilities of Borrower, or any
     of them, and any present or future judgments  against  Borrower,  or any of
     them; and whether any such  indebtedness  is  voluntarily or  involuntarily
     incurred,   due  or  not  due,   absolute  or  contingent,   liquidated  or
     unliquidated,  determined or  undetermined;  whether Borrower may be liable
     individually  or jointly with others,  or primarily or  secondarily,  or as
     guarantor or surety;  whether  recovery on the  Indebtedness  may be or may
     become barred or unenforceable  against Borrower for any reason whatsoever;
     and whether the indebtedness arises from transactions which may be voidable
     on account of infancy, insanity, ultra vires, or otherwise.

     LENDER. The word "Lender" means SKY BANK, its successors and assigns.

     RELATED DOCUMENTS.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

NATURE OF GUARANTY.  Guarantor's liability under this Guaranty shall be open and
continuous for so long as this Guaranty remains in force.  Guarantor  intends to
guarantee at all times the performance  and prompt payment when due,  whether at
maturity or earlier by reason of acceleration or otherwise, of all indebtedness.
Accordingly,  no payments made upon the indebtedness  will discharge or diminish
the continuing  liability of Guarantor in connection with any remaining portions
of the indebtedness or any of the indebtedness which  subsequently  arises or it
thereafter incurred or contracted.  The obligations of Guarantors shall be joint
and  several.  Lender may proceed  against any of the  Guarantors  individually,
against any group of  Guarantors,  or against all the  Guarantors in one action,
without  affecting the right of Lender to proceed  against other  Guarantors for
amounts  that are covered by the  Guaranty.  Any  inability of Lender to proceed
against any  Guarantor  (whether  caused by actions of a Guarantor or of Lender)
will  not  affect  Lender's  right  to  proceed  against  any or  all  remaining
Guarantors for all or part of the amounts covered by this Guaranty.

DURATION OF GUARANTY.  This  Guaranty  will take effect when  received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower,  and will continue in full force until all indebtedness incurred or
contracted  before receipt by Lender of any notice of revocation shall have been
fully and finally  paid and  satisfied  and all other  obligations  of Guarantor
under this Guaranty  shall have been  performed in full. If Guarantor  elects to
revoke this Guaranty,  Guarantor may only do so in writing.  Guarantor's written
notice of revocation must be mailed to Lender, by certified mail, at the address
of Lender  listed above or such other place as Lender may  designate in writing.
Written  revocation  of  this  Guaranty  will  apply  only  to  advances  or new
indebtedness  created  after  actual  receipt by Lender of  Guarantor's  written
revocation. For this purpose and without limitation, the term "new indebtedness"
does not  include  indebtedness  which at the time of  notice of  revocation  is
contingent,  unliquidated,  undetermined  or not due  and  which  later  becomes
absolute, liquidated, determined or due. Notice of revocation shall be effective
only as to the particular  Guarantor  providing the notice, and shall not affect
the liability of other guarantors. This Guaranty will continue to bind Guarantor
for all  indebtedness  incurred  by  Borrower or  committed  by Lender  prior to
receipt of Guarantor's  written notice of revocation,  including any extensions,
renewals,  substitutions  or modifications  of the  indebtedness.  All renewals,
extensions,  substitutions,  and modifications of the indebtedness granted after
Guarantor's  revocation,  are contemplated under this Guaranty and, specifically
will not be considered  to be new  indebtedness.  This  Guaranty  shall bind the
estate of Guarantor as to  indebtedness  created both before and after the death
or incapacity of Guarantor,  regardless of Lender's actual notice of Guarantor's
death. Subject to the foregoing,  Guarantor's executor or administrator or other
legal  representative  may  terminate  this Guaranty in the same manner in which
Guarantor  might have  terminated  it and with the same  effect.  Release of any
other guarantor or termination of any other guaranty of the  indebtedness  shall
not affect the liability of Guarantor under this Guaranty. A revocation received
by Lender from any one or more Guarantors  shall not affect the liability of any
remaining  Guarantors under this Guaranty.  IT IS ANTICIPATED THAT  FLUCTUATIONS
MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY,  AND
IT IS SPECIFICALLY  ACKNOWLEDGED  AND AGREED BY GUARANTOR THAT REDUCTIONS IN THE
AMOUNT  OF  INDEBTEDNESS,  EVEN  TO  ZERO  DOLLARS  ($0.00),  PRIOR  TO  WRITTEN
REVOCATION OF THIS GUARANTY BY GUARANTOR  SHALL NOT  CONSTITUTE A TERMINATION OF
THIS GUARANTY.  THIS GUARANTY IS BINDING UPON GUARANTOR AND  GUARANTOR'S  HEIRS,
SUCCESSORS  AND ASSIGNS SO LONG AS ANY OF THE  GUARANTEED  INDEBTEDNESS  REMAINS
UNPAID  AND EVEN  THOUGH THE  INDEBTEDNESS  REMAINS  UNPAID AND EVEN  THOUGH THE
INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00).

GUARANTOR'S  AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before
or after any revocation  hereof,  WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING
GUARANTOR'S  LIABILITY  UNDER  THIS  GUARANTY,  FROM TIME TO TIME:  (A) PRIOR TO
REVOCATION  AS SET  FORTH  ABOVE,  TO MAKE  ONE OR MORE  ADDITIONAL  SECURED  OR
UNSECURED LOANS TO BORROWER,  TO LEASE EQUIPMENT OR OTHER GOODS TO BORROWER,  OR
OTHERWISE TO EXTEND  ADDITIONAL  CREDIT TO BORROWER;  (B) TO ALTER,  COMPROMISE,
RENEW,  EXTEND,  ACCELERATE,  OR OTHERWISE CHANGE ONE OR MORE TIMES THE TIME FOR
PAYMENT  OR OTHER  TERMS OF THE  INDEBTEDNESS  OR ANY PART OF THE  INDEBTEDNESS,
INCLUDING  INCREASES AND DECREASES OF THE RATE OF INTEREST ON THE  INDEBTEDNESS;
EXTENSIONS  MAY BE REPEATED AND MAY BE FOR LONGER THAN THE  ORIGINAL  LOAN TERM;
(C) TO TAKE AND HOLD SECURITY FOR THE PAYMENT OF



<PAGE>
                               COMMERCIAL GUARANTY
LOAN NO 1100120394                 (CONTINUED)                            PAGE 2
================================================================================

THIS GUARANTY OR THE INDEBTEDNESS,  AND EXCHANGE,  ENFORCE, WAIVE,  SUBORDINATE,
FAIL OR DECIDE NOT TO PERFECT,  AND RELEASE ANY SUCH  SECURITY,  WITH OR WITHOUT
THE  SUBSTITUTION OF NEW COLLATERAL;  (D) TO RELEASE,  SUBSTITUTE,  AGREE NOT TO
SUE, OR DEAL WITH ANY ONE OR MORE OF BORROWER'S  SURETIES,  ENDORSERS,  OR OTHER
GUARANTORS  ON ANY TERMS OR IN ANY MANNER  LENDER MAY CHOOSE;  (E) TO  DETERMINE
HOW,  WHEN AND WHAT  APPLICATION  OF PAYMENTS  AND CREDITS  SHALL BE MADE ON THE
INDEBTEDNESS;  (F) TO APPLY SUCH SECURITY AND DIRECT THE ORDER OR MANNER OF SALE
THEREOF,  INCLUDING  WITHOUT  LIMITATION,  ANY NONJUDICIAL SALE PERMITTED BY THE
TERMS OF THE CONTROLLING  SECURITY  AGREEMENT OR DEED OF TRUST, AS LENDER IN ITS
DISCRETION MAY DETERMINE; (G) TO SELL, TRANSFER, ASSIGN, OR GRANT PARTICIPATIONS
IN ALL OR ANY PART OF THE  INDEBTEDNESS;  AND (H) TO  ASSIGN  OR  TRANSFER  THIS
GUARANTY IN WHOLE OR IN PART.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (a) no  representations  or agreements of any kind have been made to
Guarantor  which would  limit or qualify in any way the terms of this  Guaranty;
(b) this  Guaranty is executed at  Borrower's  request and not at the request of
Lender;  (c)  Guarantor  has full power,  right and authority to enter into this
Guaranty;  (d) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument  binding upon Guarantor and do
not  result  in a  violation  of any  law,  regulation,  court  decree  or order
applicable to Guarantor;  (e) Guarantor has not and will not,  without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially  all of Guarantor's  assets, or any
interest therein;  (f) upon Lender's  request,  Guarantor will provide to Lender
financial and credit  information  in form  acceptable  to Lender,  and all such
financial  information  which  currently  has  been,  and all  future  financial
information  which will be provided to Lender is and will be true and correct in
all material respects and fairly present the financial condition of Guarantor as
of the dates the  financial  information  is provided;  (g) no material  adverse
change has occurred in  Guarantor's  financial  condition  since the date of the
most recent  financial  statements  provided to Lender and no event has occurred
which may materially adversely affect Guarantor's  financial  condition;  (h) no
litigation,  claim,  investigation,  administrative proceeding or similar action
(including  those for unpaid taxes) against  Guarantor is pending or threatened;
(i) Lender has made no representation to Guarantor as to the creditworthiness of
Borrower;  and (j) Guarantor has  established  adequate  means of obtaining from
Borrower  on a  continuing  basis  information  regarding  Borrower's  financial
condition.  Guarantor agrees to keep adequately  informed from such means of any
facts,  events, or circumstances which might in any way affect Guarantor's risks
under this  Guaranty,  and  Guarantor  further  agrees that Lender shall have no
obligation to disclose to Guarantor  any  information  or documents  acquired by
Lender in the course of its relationship with Borrower.

GUARANTOR'S  WAIVERS.  Except as prohibited by applicable law,  Guarantor waives
any right to require  Lender (a) to continue  lending  money or to extend  other
credit to Borrower; (b) to make any presentment,  protest,  demand, or notice of
any kind,  including  notice of any  nonpayment  of the  indebtedness  or of any
nonpayment  related to any  collateral,  or notice of any action or nonaction on
the part of  Borrower,  Lender,  any surety,  endorser,  or other  guarantor  in
connection  with the  indebtedness  or in connection with the creation of new or
additional  loans or  obligations;  (c) to  resort  for  payment  or to  proceed
directly  or at  once  against  any  person,  including  Borrower  or any  other
guarantor;  (d) to proceed  directly  against or exhaust any collateral  held by
Lender from  Borrower,  any other  guarantor,  or any other person;  (e) to give
notice of the terms,  time,  and place of any public or private sale of personal
property  security  held by Lender  from  Borrower  or to comply  with any other
applicable  provisions of the Uniform  Commercial  Code; (f) to pursue any other
remedy within  Lender's power; or (g) to commit any act or omission of any kind,
or at any time, with respect to any matter whatsoever.

Guarantor  also waives any and all rights or  defenses  arising by reason of (a)
any "one  action" or  "anti-deficiency"  law or any other law which may  prevent
Lender from  bringing  any action,  including  a claim for  deficiency,  against
Guarantor,   before  or  after  Lender's   commencement  or  completion  of  any
foreclosure action, either judicially or by exercise of a power of sale; (b) any
election of remedies by Lender  which  destroys or otherwise  adversely  affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement,  including without  limitation,  any loss of rights Guarantor
may  suffer  by reason  of any law  limiting,  qualifying,  or  discharging  the
indebtedness;  (c) any  disability  or other  defense of Borrower,  of any other
guarantor,  or of any other person,  or by reason of the cessation of Borrower's
liability from any cause whatsoever, other than payment in full in legal tender,
of the indebtedness; (d) any right to claim discharge of the indebtedness on the
basis of unjustified impairment of any collateral for the indebtedness;  (e) any
statute  of  limitations,  if at any time any  action or suit  brought by Lender
against Guarantor is commenced there is outstanding  indebtedness of Borrower to
Lender which is not barred by any applicable statute of limitations;  or (f) any
defenses  given to guarantors at law or in equity other than actual  payment and
performance  of the  indebtedness.  If  payment  is  made by  Borrower,  whether
voluntarily  or  otherwise,  or by any  third  party,  on the  indebtedness  and
thereafter  Lender is forced to remit the amount of that  payment to  Borrower's
trustee  in  bankruptcy  or to any  similar  person  under any  federal or state
bankruptcy  law or law for the  relief of  debtors,  the  indebtedness  shall be
considered unpaid for the purpose of enforcement of this Guaranty.

Guarantor  further  waives  and  agrees  not to  assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim,  counter demand,  recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees
that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and  consequences  and that,  under the  circumstances,  the
waivers are  reasonable  and not  contrary to public  policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public policy.

LENDER'S  RIGHT OF SETOFF.  In  addition  to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's  obligations to Lender under
this  Guaranty  and to the  extent  permitted  by law,  a  contractual  security
interest  in and a right  of  setoff  against,  and  Guarantor  hereby  assigns,
conveys,  delivers,  pledges,  and transfers to Lender all of Guarantor's right,
title  and  interest  in and to,  all  deposits,  moneys,  securities  and other
property of Guarantor  now or hereafter in the  possession of or on deposit with
Lender,  whether held in a general or special  account or deposit,  whether held
jointly  with  someone  else,  or whether  held for  safekeeping  or  otherwise,
excluding  however  all IRA,  Keogh,  and trust  accounts.  Every such  security
interest and right of setoff may be exercised  without  demand upon or notice to
Guarantor.  No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such right of setoff or to enforce such security  interest or by any delay in so
doing.  Every right of setoff and security interest shall continue in full force
and effect  until  such right of setoff or  security  interest  is  specifically
waived or released by an instrument in writing executed by Lender.

SUBORDINATION  OF  BORROWER'S  DEBTS TO  GUARANTOR.  Guarantor  agrees  that the
indebtedness of Borrower to Lender,  whether now existing or hereafter  created,
shall be prior to any claim that  Guarantor  may now have or  hereafter  acquire
against Borrower,  whether or not Borrower becomes  insolvent.  Guarantor hereby
expressly  subordinates any claim Guarantor may have against Borrower,  upon any
account  whatsoever,  to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower,  through bankruptcy, by an assignment for the benefit of creditors, by
voluntary  liquidation,  or otherwise,  the assets of Borrower applicable to the
payment of the claims of both Lender and  Guarantor  shall be paid to Lender and
shall be first applied by Lender to the  indebtedness  of Borrower to payment of
the  claims of both  Lender and  Guarantor  shall be paid to Lender and shall be
first  applied by Lender to the  indebtedness  of Borrower to Lender.  Guarantor
does  hereby  assign to Lender all claims  which it may have or acquire  against
Borrower or against any assignee or trustee in bankruptcy of Borrower;  provided
however,  that  such  assignment  shall be  effective  only for the  purpose  of
assuring  to Lender  full  payment in legal  bankruptcy  of  Borrower;  provided
however,  that  such  assignment  shall be  effective  only for the  purpose  of
assuring to Lender full payment in legal tender of the  indebtedness.  If Lender
so requests,  any notes or credit  agreements  now or hereafter  evidencing  any
debts or obligations of Borrower to Guarantor shall be marked with a legend that
the same  are  subject  to this  Guaranty  and  shall be  delivered  to  Lender.
Guarantor  agrees,  and Lender hereby is  authorized,  in the name of Guarantor,
from time to time to execute  and file  financing  statements  and  continuation
statements and to execute such other documents and to take such other actions as
Lender  deems  necessary  or  appropriate  to perfect,  preserve and enforce its
rights under this Guaranty.



<PAGE>

                               COMMERCIAL GUARANTY
LOAN NO 1100120394                 (CONTINUED)                            PAGE 3
================================================================================
MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     AMENDMENTS. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this  Guaranty.  No  alteration  of or amendment to this  Guaranty
     shall be  effective  unless  given in  writing  and  signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     APPLICABLE  LAW. This Guaranty has been delivered to Lender and accepted by
     Lender  in  the  Commonwealth  of  Pennsylvania.  If  there  is a  lawsuit,
     Guarantor agrees upon Lender's request to submit to the jurisdiction of the
     courts  of  LAWRENCE  County,  Commonwealth  of  Pennsylvania.  Lender  and
     Guarantor  hereby  waive  the  right  to any  jury  trial  in  any  action,
     proceeding,  or counterclaim  brought by either Lender or Guarantor against
     the other.  This Guaranty  shall be governed by and construed in accordance
     with the laws of the Commonwealth of Pennsylvania.

     ATTORNEYS'  FEES;  EXPENSES.  Guarantor  agrees to pay upon  demand  all of
     Lender's costs and expenses,  including  attorneys' fees and Lender's legal
     expenses,  incurred in connection  with the  enforcement  of this Guaranty.
     Lender may pay someone else to help enforce this  Guaranty,  and  Guarantor
     shall pay the costs and  expenses of such  enforcement.  Costs and expenses
     include Lender's attorneys' fees and legal expenses whether or not there is
     a lawsuit,  including  attorneys'  fees and legal  expenses for  bankruptcy
     proceedings  (and including  efforts to modify or vacate any automatic stay
     or  injunction),  appeals  and  any  anticipated  post-judgment  collection
     services. Guarantor also shall pay all court costs and such additional fees
     as may be directed by the court.

     NOTICES.  All  notices  required  to be given by either  party to the other
     under  this  Guaranty  shall be in  writing,  may be sent by  telefacsimile
     (unless otherwise  required by law), and, except for revocation  notices by
     Guarantor,  shall be effective  when actually  delivered or when  deposited
     with a nationally  recognized  overnight courier,  or when deposited in the
     United States mail, first class postage prepaid,  addressed to the party to
     whom the notice is to be given at the address  shown above or to such other
     addresses  as either  party may  designate  to the  other in  writing.  All
     revocation  notices by Guarantor shall be in writing and shall be effective
     only upon  delivery  to  Lender as  provided  above in the  section  titled
     "DURATION OF GUARANTY." If there is more than one Guarantor,  notice to any
     Guarantor will constitute  notice to all Guarantors.  For notice  purposes,
     Guarantor  agrees  to keep  Lender  informed  at all  times of  Guarantor's
     current address.

     INTERPRETATION.  In all  cases  where  there is more than one  Borrower  or
     Guarantor,  then all words used in this  Guaranty in the singular  shall be
     deemed to have been used in the plural  where the context and  construction
     so  require;  and  where  there  is more  than one  Borrower  named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor,  the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words  "Guarantor,"  "Borrower," and "Lender" include the
     heirs,  successors,  assigns,  and  transferees  of each of  them.  Caption
     headings in this Guaranty are for convenience  purposes only and are not to
     be used to interpret or define the provisions of this Guaranty.  If a court
     of  competent  jurisdiction  finds any  provision  of this  Guaranty  to be
     invalid or  unenforceable  as to any person or  circumstance,  such finding
     shall not render that provision  invalid or  unenforceable  as to any other
     persons or circumstances,  and all provisions of this Guaranty in all other
     respects shall remain valid and enforceable. If any one or more of Borrower
     or Guarantor  are  corpoations  or  partnerships,  it is not  necessary for
     Lender to  inquire  into the  powers of  Borrower  or  Guarantor  or of the
     officers,  directors,  partners,  or agents  acting or purporting to act on
     their  behalf,  and any  indebtedness  made or created in reliance upon the
     professed exercise of such powers shall be guaranteed under this Guaranty.

     WAIVER.  Lender  shall not be deemed to have  waived any rights  under this
     Guaranty  unless such  waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Guaranty  shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other  provision of this Guaranty.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Guarantor,  shall  constitute a waiver
     of any of Lender's  rights or of any of  Guarantor's  obligations as to any
     future transactions.  Whenever the consent of Lender is required under this
     Guaranty,  the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required  and in all cases such  consent  may be granted or withheld in the
     sole discretion of Lender.

EXCLUSIONS FOR THE UNLIMITED GUARANTEE'S. Lender hereby excludes for the purpose
of the  Unlimited  Guarantee's;  Joseph  Giordano,  Jr.  interest in Valley View
Aprtments, and Charles J. Long, Jr. interest in Hackers, Inc.

CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY  OR THE  PROTHONOTARY  OR CLERK OF ANY  COURT  IN THE  COMMONWEALTH  OF
PENNSYLVANIA,  OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT
UNDER  THIS  GUARANTY,  AND WITH OR  WITHOUT  COMPLAINT  FILED,  AS OF ANY TERM,
CONFESS OR ENTER JUDGMENT AGAINST  GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF
THIS  GUARANTY,  ALL ACCRUED  INTEREST,  LATE  CHARGES,  AND ANY AND ALL AMOUNTS
EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS GUARANTY
TOGETHER  WITH INTEREST ON SUCH  AMOUNTS,  TOGETHER  WITH COSTS OF SUIT,  AND AN
ATTORNEY'S  COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL  BALANCE AND
ACCRUED  INTEREST  FOR  COLLECTION,  BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED
DOLLARS ($500) ON WHICH  JUDGMENT OR JUDGMENTS ONE OR MORE  EXECUTIONS MAY ISSUE
IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED
BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST  GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF
THAT  AUTHORITY,  BUT SHALL  CONTINUE  FROM TIME TO TIME AND AT ALL TIMES  UNTIL
PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.  GUARANTOR HEREBY WAIVES
ANY RIGHT  GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN  CONNECTION  WITH ANY
SUCH  CONFESSION OF JUDGMENT,  EXCEPT ANY NOTICE AND/OR  HEARING  REQUIRED UNDER
APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER
A  REPRESENTATIVE  OF LENDER  SPECIFICALLY  CALLED THIS  CONFESSION  OF JUDGMENT
PROVISION  TO  GUARANTOR'S  ATTENTION  OR  GUARANTOR  HAS  BEEN  REPRESENTED  BY
INDEPENDENT LEGAL COUNSEL.

EACH UNDERSIGNED  GUARANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,  EACH GUARANTOR  UNDERSTANDS THAT
THIS  GUARANTY IS  EFFECTIVE  UPON  GUARANTOR'S  EXECUTION  AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE  UNTIL  TERMINATED IN THE
MANNER  SET  FORTH IN THE  SECTION  TITLED  "DURATION  OF  GUARANTY."  NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED 1/11/01.

THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GUARANTOR:

X  /s/ JOSEPH GIORDANO, JR.     (SEAL)       X  /s/ BETH LYNN GIORDANO    (SEAL)
   ---------------------------                  --------------------------
    Joseph Giordano, Jr.                         Beth Lynn Giordano

WITNESS AS TO BOTH:

   /s/ JOHN D. KLINE
   ---------------------------



<PAGE>
                          COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
Principal     Loan Date    Maturity     Loan No.     Call         Collateral    Account      Officer      Initials
<S>           <C>          <C>          <C>          <C>          <C>           <C>          <C>          <C>

$1,900,000.00              07-01-2001   1100120394   210          455                        205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

BORROWER:   International Plastics and         LENDER: SKY BANK
            Equipment Corp.                            NEW CASTLE
            (TIN: 25-1754513)                          101 E. WASHINGTON STREET
            PO Box 5311                                NEW CASTLE, PA  16101
            New Castle, PA 16105


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

THIS  COMMERCIAL  SECURITY  AGREEMENT  IS  ENTERED  INTO  BETWEEN  INTERNATIONAL
PLASTICS AND  EQUIPMENT  CORP.  (REFERRED TO BELOW AS  "GRANTOR");  AND SKY BANK
(REFERRED TO BELOW AS "LENDER").  FOR VALUABLE CONSIDERATION,  GRANTOR GRANTS TO
LENDER A SECURITY  INTEREST IN THE  COLLATERAL  TO SECURE THE  INDEBTEDNESS  AND
AGREES THAT LENDER SHALL HAVE THE RIGHTS STATED IN THIS  AGREEMENT  WITH RESPECT
TO THE COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY HAVE BY LAW.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar  amounts  shall mean amounts in lawful  money of the United  States of
America.

     Agreement.  The word "Agreement" means this Commercial  Security Agreement,
     as this Commercial  Security Agreement may be amended or modified from time
     to  time,  together  with  all  exhibits  and  schedules  attached  to this
     Commercial Security Agreement from time to time.

     Collateral. The work "Collateral" means the following described property of
     Grantor,  whether now owned or hereafter acquired,  whether now existing or
     hereafter arising, and wherever located:

          ALL INVENTORY, ACCOUNTS, EQUIPMENT AND GENERAL INTANGIBLES

     In addition, the word "Collateral" includes all the following,  whether now
     owned or hereafter acquired, whether now existing or hereafter arising, and
     wherever located:

         (a) All attachments,  accessions,  accessories,  tools, parts supplies,
         increases,  and additions to and all replacements of and  substitutions
         for any property described above.

         (b) All products  and produce of any of the property  described in this
         Collateral section.

         (c) All accounts,  general  intangibles,  instruments,  rents,  monies,
         payments,  and all other rights, arising out of a sale, lease, or other
         disposition  of  any of  the  property  described  in  this  collateral
         section.

         (d)  All  proceeds  (including   insurance  proceeds)  from  the  sale,
         destruction,  loss,  or  other  disposition  of  any  of  the  property
         described in this Collateral section.

         (e) All records and data  relating to any of the property  described in
         this Collateral section, whether in the form of a writing,  photograph,
         microfilm,  microfiche,  or  electronic  media,  together  with  all of
         Grantor's right,  title,  and interest in and to all computer  software
         required to utilize,  create, maintain, and process any such records or
         data on electronic media.

     EVENT OF DEFAULT.  The words  "Event of Default"  mean and include  without
     limitation  any of the Events of  Default  set forth  below in the  section
     titled "Events of Default."

     GRANTOR.  The word  "Grantor"  means  International  Plastics and Equipment
     Corp., its successors and assigns

     GUARANTOR.  The word "Guarantor" means and includes without limitation each
     and  all  of  the  guarantors,   sureties,  and  accommodation  parties  in
     connection with the Indebtedness.

     INDEBTEDNESS.  The word "Indebtedness" means the indebtedness  evidenced by
     the Note,  including all  principal  and interest,  together with all other
     indebtedness and costs and expenses for which Grantor is responsible  under
     this Agreement or under any of the Related Documents. In addition, the word
     "Indebtedness" includes all other obligations,  debts and liabilities, plus
     interest  thereon,  of Grantor,  or any one or more of them, to Lender,  as
     well as all claims by Lender against  Grantor,  or any one or more of them,
     whether  existing now or later;  whether they are voluntary or involuntary,
     due or not due, direct or indirect,  absolute or contingent,  liquidated or
     unliquidated;  whether  Grantor may be liable  individually or jointly with
     others;   whether   Grantor  may  be   obligated  as   guarantor,   surety,
     accommodation  party or otherwise;  whether recovery upon such indebtedness
     may be or hereafter  may become barred by any statute of  limitations;  and
     whether  such  indebtedness  may be or hereafter  may become  barred by any
     statute of limitations;  and whether such  indebtedness may be or hereafter
     may become otherwise unenforceable.

     LENDER. The word "Lender" means SKY BANK, its successors and assigns.

     NOTE. The word "Note" means the note or credit agreement dated 1/11/01,  in
     the  principal  amount of  $1,900,000.00  from  International  Plastics and
     Equipment  Corp. to Lender,  together with all renewals of,  extensions of,
     modifications of, refinancings of,  consolidations of and substitutions for
     the note or credit agreement.

     RELATED DOCUMENTS.  The words "Related  Documents" mean and include without
     limitation  all  promissory  notes,  credit  agreements,  loan  agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments,  agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys,  delivers,  pledges, and transfers all of Grantor's
right,  title and interest in and to  Grantor's  accounts  with Lender  (whether
checking,  savings,  or some other  account),  including all trust  accounts for
which the grant of a  security  interest  would be  prohibited  by law.  Grantor
authorizes  Lender,  to the extent  permitted  by  applicable  law, to charge or
setoff all indebtedness against any and all such accounts.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

     PERFECTION OF SECURITY  INTEREST.  Grantor agrees to execute such financing
     statements  and to take  whatever  other actions are requested by Lender to
     perfect and continue  Lender's  security  interest in the Collateral.  Upon
     request  of  Lender,  Grantor  will  deliver  to Lender  any and all of the
     documents evidencing or constituting the Collateral,  and Grantor will note
     Lender's interest upon any and all chattel paper if not delivered to Lender
     for possession by Lender. Grantor hereby appoints Lender as its irrevocable
     attorney-in-fact  for the purpose of executing any  documents  necessary to
     perfect or to continue the  security  interest  granted in this  Agreement.
     Lender may at any time,  and without  further  authorization  from Grantor,
     file  a  carbon,  photographic  or  other  reproduction  of  any  financing
     statement or of this  Agreement for use as a financing  statement.  Grantor
     will  reimburse  Lender  for  all  expenses  for  the  perfection  and  the
     continuation of the perfection of Lender's security



<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
Loan No. 1100120394             (Continued)                               Page 2
================================================================================

     interest in the Collateral.  Grantor promptly will notify Lender before any
     change in Grantor's name including any change to the assumed business names
     of Grantor.  THIS IS A CONTINUING  SECURITY  AGREEMENT AND WILL CONTINUE IN
     EFFECT EVEN THOUGH ALL OR ANY PART OF THE  INDEBTEDNESS IS PAID IN FULL AND
     EVEN THOUGH FOR A PERIOD OF TIME GRANTOR MAY NOT BE INDEBTED TO LENDER.

     NO VIOLATION. The execution and delivery of this Agreement will not violate
     any law or agreement  governing Grantor or to which Grantor is a party, and
     its certificate or articles of incorporation and bylaws do not prohibit any
     term or condition of this Agreement.

     ENFORECABILITY  OF  COLLATERAL.  To the extent the  Collateral  consists of
     accounts,  chattel  paper,  or  general  intangibles,   the  Collateral  is
     enforceable  in accordance  with its terms,  is genuine,  and complies with
     applicable  laws  concerning  form,  content and manner of preparation  and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the  Collateral.  At the time any  Account  becomes  subject  to a
     security interest in favor of Lender, the account shall be a good and valid
     account representing an undisputed,  bona fide indebtedness incurred by the
     account debtor,  for merchandise  held subject to delivery  instructions or
     theretofore  shipped or  delivered  pursuant to a contract of sale,  or for
     services  theretofore  performed by Grantor with or for the account debtor;
     there shall be no setoffs or counterclaims against any such account; and no
     agreement under which any deductions or discounts may be claimed shall have
     been made with the  account  debtor  except  those  disclosed  to Lender in
     writing.

     LOCATION OF THE COLLATERAL.  Grantor,  upon request of Lender, will deliver
     to Lender in form  satisfactory to Lender a schedule of real properties and
     Collateral  locations relating to Grantor's  operations,  including without
     limitation the following: (a) all real property owned or being purchased by
     Grantor;  (b) all real property being rented or leased by Grantor;  (c) all
     storage facilities owned, rented, leased, or being used by Grantor; and (d)
     all other properties  where Collateral is or may be located.  Except in the
     ordinary  course of its business,  Grantor shall not remove the  Collateral
     from its existing locations without the prior written consent of Lender.

     REMOVAL OF COLLATERAL.  Grantor shall keep the Collateral (or to the extent
     the  Collateral  consists of  intangible  property  such as  accounts,  the
     records  concerning the Collateral) at Grantor's address shown above, or at
     such other  locations as are  acceptable to Lender.  Except in the ordinary
     course of its business, including the sales of inventory, Grantor shall not
     remove the Collateral from its existing locations without the prior written
     consent of Lender. To the extent that the Collateral  consists of vehicles,
     or other titled property, Grantor shall not take or permit any action which
     would  require  application  for  certificates  of title  for the  vehicles
     outside the Commonwealth of Pennsylvania, without the prior written consent
     of Lender.

     TRANSACTIONS  INVOLVING  COLLATERAL.  Except for inventory sold or accounts
     collected in the ordinary course of Grantor's  business,  Grantor shall not
     sell,  offer to sell, or otherwise  transfer or dispose of the  Collateral.
     While  Grantor is not in default  under this  Agreement,  Grantor  may sell
     inventory,  but only in the  ordinary  course of its  business  and only to
     buyers who qualify as a buyer in the ordinary course of business. A sale in
     the ordinary  course of Grantor's  business  does not include a transfer in
     partial or total satisfaction of a debt or any bulk sale. Grantor shall not
     pledge, mortgage, encumber or otherwise permit the Collateral to be subject
     to any lien,  security  interest,  encumbrance,  or charge,  other than the
     security interest provided for in this Agreement, without the prior written
     consent of Lender. This includes security interests even if junior in right
     to the security  interests  granted under this Agreement.  Unless waived by
     Lender,  all proceeds from any  disposition of the Collateral (for whatever
     reason) shall be held in trust for Lender and shall not be commingled  with
     any other funds;  provided  however,  this requirement shall not constitute
     consent by Lender to any sale or other disposition.  Upon receipt,  Grantor
     shall immediately deliver any such proceeds to Lender.

     TITLE.  Grantor  represents  and  warrants to Lender that it holds good and
     marketable  title to the  Collateral,  free  and  clear  of all  liens  and
     encumbrances except for the lien of this Agreement.  No financing statement
     covering any of the  Collateral  is on file in any public office other than
     those which reflect the security  interest  created by this Agreement or to
     which Lender has  specifically  consented.  Grantor  shall defend  Lender's
     rights in the  Collateral  against  the  claims  and  demands  of all other
     persons.

     COLLATERAL  SCHEDULES AND LOCATIONS.  As often as Lender shall require, and
     insofar as the  Collateral  consists of accounts  and general  intangibles,
     Grantor shall  deliver to Lender  schedules of such  Collateral,  including
     such information as Lender may require,  including without limitation names
     and  addresses  of account  debtors  and  agings of  accounts  and  general
     intangibles. Insofar as the Collateral consists of inventory and equipment,
     Grantor shall  deliver to Lender,  as often as Lender shall  require,  such
     lists,  descriptions,  and  designations  of such  Collateral as Lender may
     require to identify the nature,  extent,  and location of such  Collateral.
     Such   information   shall  be  submitted  for  Grantor  and  each  of  its
     subsidiaries or related companies.

     MAINTENANCE  AND  INSPECTION  OF  COLLATERAL.  Grantor  shall  maintain all
     tangible  Collateral in good condition and repair.  Grantor will not commit
     or permit  damage to or  destruction  of the  Collateral or any part of the
     Collateral. Lender and its designated representatives and agents shall have
     the  right at all  reasonable  times to  examine,  inspect,  and  audit the
     Collateral wherever located. Grantor shall immediately notify Lender of all
     cases involving the return, rejection,  repossession,  loss or damage of or
     to any Collateral;  of any request for credit or adjustment or of any other
     dispute  arising  with  respect to the  Collateral;  and  generally  of all
     happenings  and events  affecting the Collateral or the value or the amount
     of the Collateral.

     TAXES,  ASSESSMENTS  AND  LIENS.  Grantor  will  pay  when  due all  taxes,
     assessments and liens upon the Collateral,  its use or operation, upon this
     Agreement,  upon any promissory note or notes evidencing the  Indebtedness,
     or upon any of the other Related  Documents.  Grantor may withhold any such
     payment  or may  elect to  contest  any lien if  Grantor  is in good  faith
     conducting an  appropriate  proceeding to contest the obligation to pay and
     so long as  Lender's  interest  in the  Collateral  is not  jeopardized  in
     Lender's  sole opinion.  If the  Collateral is subjected to a lien which is
     not discharged within fifteen (15) days,  Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security  satisfactory to
     Lender in an amount  adequate to provide for the discharge of the lien plus
     any interest,  costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the  Collateral.  In any contest Grantor
     shall defend itself and Lender and shall satisfy and final adverse judgment
     before enforcement against the Collateral.  Grantor shall name Lender as an
     additional   obligee  under  any  surety  bond  furnished  in  the  contest
     proceedings.

     COMPLIANCE WITH  GOVERNMENTAL  REQUIREMENTS.  Grantor shall comply promptly
     with all  laws,  ordinances,  rules  and  regulations  of all  governmental
     authorities,  now or  hereafter  in effect,  applicable  to the  ownership,
     production,  disposition, or use of the Collateral.  Grantor may contest in
     good faith any such law,  ordinance or regulation  and withhold  compliance
     during any proceeding,  including  appropriate appeals, so long as Lender's
     interest in the Collateral, in Lender's opinion, is not jeopardized.

     HAZARDOUS  SUBSTANCES.  Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement  remains a lien
     on  the  Collateral,  used  for  the  generation,   manufacture,   storage,
     transportation,  treatment,  disposal, release or threatened release of any
     hazardous   waste  or  substance,   as  those  terms  are  defined  in  the
     Comprehensive  Environmental Response,  Compensation,  and Liability Act of
     1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
     Amendments and  Reauthorization  Act of 1986, Pub. L. No. 99-499  ("SARA"),
     the  Hazardous  Materials  Transportation  Act, 49 U.S.C.  Section 1801, et
     seq., the Resource  Conservation and Recovery Act, 42 U.S.C.  Section 6901,
     et seq., or other applicable  state or Federal laws,  rules, or regulations
     adopted pursuant to any of the foregoing.  The terms "hazardous  waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum   by-products   or  any  fraction   thereof  and  asbestos.   The
     representations and warranties  contained herein are based on Grantor's due
     diligence  in  investigating   the  Collateral  for  hazardous  wastes  and
     substances.  Grantor  hereby (a)  releases  and  waives  any future  claims
     against Lender for indemnity or  contribution  in the event Grantor becomes
     liable for cleanup or other  costs  under any such laws,  and (b) agrees to
     indemnify  and hold harmless  Lender  against any and all claims and losses
     resulting  from  a  breach  of  this  provision  of  this  Agreement.  This
     obligation to indemnify shall survive the payment




<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
Loan No. 1100120394             (Continued)                               Page 3
================================================================================



     of the indebtedness and the satisfaction of this Agreement.

     MAINTENANCE OF CASUALTY  INSURANCE.  Grantor shall procure and maintain all
     risks  insurance,  including  without  limitation fire, theft and liability
     coverage  together  with such other  insurance  as Lender may require  with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable  to  Lender  and  issued by a company  or  companies  reasonably
     acceptable  to Lender.  Grantor,  upon  request of Lender,  will deliver to
     Lender from time to time the policies or  certificates of insurance in form
     satisfactory to Lender,  including  stipulations that coverages will not be
     cancelled or  diminished  without at least thirty (30) days' prior  written
     notice  to  Lender  and  not  including  any  disclaimer  of the  insurer's
     liability  for failure to give such a notice.  Each  insurance  policy also
     shall  include an  endorsement  providing  that coverage in favor of Lender
     will not be impaired  in any way by an act,  omission or default of Grantor
     or any other person.  In connection  with all policies  covering  assets in
     which Lender holds or is offered a security interest,  Grantor will provide
     Lender with such loss payable or other  endorsements as Lender may require.
     If  Grantor  at any time  fails to  obtain or  maintain  any  insurance  as
     required under this  Agreement,  Lender may (but shall not be obligated to)
     obtain such  insurance  as Lender  deems  appropriate,  including  if it so
     chooses  "single  interest  insurance,"  which  will  cover  only  Lender's
     interest in the Collateral.

     APPLICATION OF INSURANCE PROCEEDS.  Grantor shall promptly notify Lender of
     any loss or  damage to the  Collateral.  Lender  may make  proof of loss if
     Grantor  fails to do so  within  fifteen  (15)  days of the  casualty.  All
     proceeds of any insurance on the  Collateral,  including  accrued  proceeds
     thereon,  shall be held by  Lender  as part of the  Collateral.  If  Lender
     consents to repair or replacement  of the damaged or destroyed  Collateral,
     Lender shall,  upon  satisfactory  proof of  expenditure,  pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender  does not  consent to repair or  replacement  of the  Collateral,
     Lender shall  retain a sufficient  amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not been  disbursed  within six (6) months  after  their  receipt and which
     Grantor has not committed to the repair of  restoration  of the  Collateral
     shall be used to prepay the indebtedness.

     INSURANCE  RESERVES.  Lender may require  Grantor to  maintain  with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by  monthly  payments  from  Grantor  of a sum  estimated  by  Lender to be
     sufficient  to produce,  at least  fifteen (15) days before the premium due
     date,  amounts at least  equal to the  insurance  premiums  to be paid.  If
     fifteen  (15)  days  before   payment  is  due,   the  reserve   funds  are
     insufficient,  Grantor shall upon demand pay any deficiency to Lender.  The
     reserve  funds  shall be held by  Lender  as a  general  deposit  and shall
     constitute  a  non-interest  bearing  account  which  Lender may satisfy by
     payment of the  insurance  premiums  required to be paid by Grantor as they
     become due.  Lender does not hold the reserve  funds in trust for  Grantor,
     and  Lender  is not the  agent of  Grantor  for  payment  of the  insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of premiums shall remain Grantor's sole responsibility.

     INSURANCE REPORTS. Grantor, upon request of Lender, shall furnish to Lender
     reports on each existing  policy of insurance  showing such  information as
     Lender may reasonably request including the following:  (a) the name of the
     insurer;  (b) the risks  insured;  (c) the  amount of the  policy;  (d) the
     property  insured;  (e) the  then  current  value  on the  basis  of  which
     insurance has been obtained and the manner of determining  that value;  and
     (f) the  expiration  date of the policy.  In addition,  Grantor  shall upon
     request  by  Lender   (however  not  more  often  than  annually)  have  an
     independent appraiser satisfactory to Lender determine, as applicable,  the
     cash value or replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and except
as  otherwise  provided  below  with  respect  to  accounts,  Grantor  may  have
possession  of the  tangible  personal  property and  beneficial  use of all the
Collateral  and may use it in any  lawful  manner  not  inconsistent  with  this
Agreement or the Related Documents,  provided that Grantor's right to possession
and  beneficial use shall not apply to any  Collateral  where  possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral.  Until otherwise notified by Lender, Grantor may collect any of
the Collateral  consisting of accounts.  At any time and even though no Event of
Default  exists,  Lender may  exercise its rights to collect the accounts and to
notify account  debtors to make payments  directly to Lender for  application to
the  Indebtedness.  If  Lender  at any time has  possession  of any  Collateral,
whether  before  or after an Event of  Default,  Lender  shall be deemed to have
exercised   Lender's  sole  discretion,   shall  deem   appropriate   under  the
circumstances,  but failure to honor any request by Grantor  shall not of itself
be deemed to be a failure  to  exercise  reasonable  care.  Lender  shall not be
required to take any steps  necessary to preserve  any rights in the  Collateral
against  prior  parties,  nor to  protect,  preserve or  maintain  any  security
interest given to secure the indebtedness.

EXPENDITURES  BY LENDER.  If not  discharged  or paid when due,  Lender may (but
shall  not  be  obligated  to)  discharge  or pay  any  amounts  required  to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes,  liens,  security interests,  encumbrances,  and other claims, at any
time  levied or  placed on the  Collateral.  Lender  also may (but  shall not be
obligated  to) pay all  costs  for  insuring,  maintaining  and  preserving  the
Collateral.  All such expenditures  incurred or paid by Lender for such purposes
will  then  bear  interest  at the rate  charged  under  the Note  from the date
incurred  or paid by  Lender  to the  date of  repayment  by  Grantor.  All such
expenses shall become a part of the Indebtedness  and, at Lender's option,  will
(a) be  payable  on  demand,  (b) be  added  to the  balance  of the Note and be
apportioned  among and be payable  with any  installment  payments to become due
during  either  (i) the  term of any  applicable  insurance  police  or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity.  This Agreement also will secure payment
of these  amounts.  Such  right  shall be in  addition  to all other  rights and
remedies to which  Lender may be  entitled  upon the  occurrence  of an Event of
Default.

EVENTS OF DEFAULT.  Each of the following  shall  constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS. Failure of Grantor to make any payment when due on
     the Indebtedness.

     OTHER  DEFAULTS.  Failure of Grantor to comply with or to perform any other
     term,  obligation,  covenant or condition contained in this Agreement or in
     any of the Related  Documents or in any other agreement  between Lender and
     Grantor.

     DEFAULT IN FAVOR OF THIRD PARTIES.  Should  Borrower or any Grantor default
     under any loan, extension of credit, security agreement,  purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's  property or Borrower's or any
     Grantor's   ability  to  repay  the  Loans  or  perform  their   respective
     obligations under this Agreement or any of the Related Documents.

     FALSE  STATEMENTS.  Any  warranty,  representation  or  statement  made  or
     furnished to Lender by or on behalf of Grantor  under this  Agreement,  the
     Note or the  Related  Documents  is false  or  misleading  in any  material
     respect, either now or at the time made or furnished.

     DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including  failure of any collateral
     documents to create a valid and perfected security interest or lien) at any
     time and for any reason.

     INSOLVENCY.  The  dissolution or  termination  of Grantor's  existence as a
     going  business,  the insolvency of Grantor,  the appointment of a receiver
     for any part of  Grantor's  property,  and  assignment  for the  benefit of
     creditors,  any  type  of  creditor  workout,  or the  commencement  of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     CREDITOR  OR  FORFEITURE   PROCEEDINGS.   Commencement  of  foreclosure  or
     forfeiture   proceedings,   whether  by  judicial  proceeding,   self-help,
     repossession  or any other  method,  by any  creditor  of Grantor or by any
     governmental agency against the Collateral or any other collateral securing
     the  indebtedness.  This includes a garnishment of any of Grantor's deposit
     accounts  with Lender.  However,  this Event of Default  shall not apply if
     there  is  a  good  faith   dispute  by  Grantor  as  to  the  validity  or
     reasonableness  of  the  claim  which  is the  basis  of  the  creditor  or
     forfeiture  proceeding  and if Grantor gives Lender  written  notice of the
     creditor or  forfeiture  proceeding  and deposits  with Lender  monies or a
     surety  bond  for the  creditor  or  forfeiture  proceeding,  in an  amount
     determined by Lender, in its sole discretion,  as being an adequate reserve
     or bond for the


<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
Loan No. 1100120394             (Continued)                               Page 4
================================================================================


     dispute.

     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
     to any  Guarantor  of any of the  indebtedness  or such  Guarantor  dies or
     becomes incompetent.  Lender, at its option, may, but shall not be required
     to, permit the Guarantor's estate to assume unconditionally the obligations
     arising  under the  guaranty in a manner  satisfactory  to Lender,  and, in
     doing so, cure the Event of Default.

     ADVERSE  CHANGE.  A material  adverse change occurs in Grantor's  financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

     INSECURITY. Lender, in good faith, deems itself insecure.

     RIGHT TO CURE.  If any default,  other than a Default on  Indebtedness,  is
     curable and if Grantor has not been given a prior notice of a breach of the
     same provision of this Agreement,  it may be cured (and no Event of Default
     will have occurred) if Grantor, after Lender sends written notice demanding
     cure of such default,  (a) cures the default  within  fifteen (15) days, or
     (b),  if the  cure  requires  more  than  fifteen  (15)  days,  immediately
     initiates  steps which  Lender  deems in  Lender's  sole  discretion  to be
     sufficient to cure the default and  thereafter  continues and completes all
     reasonable and necessary steps sufficient to produce  compliance as soon as
     reasonably practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the  Pennsylvania  Uniform  Commercial Code. In addition and without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

     ACCELERATE  INDEBTEDNESS.  Lender  may  declare  the  entire  indebtedness,
     including  any  prepayment  penalty which Grantor would be required to pay,
     immediately due and payable, without notice.

     ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to Lender all or
     any portion of the  Collateral  and any and all  certificates  of title and
     other documents  relating to the Collateral.  Lender may require Grantor to
     assemble  the  Collateral  and make it available to Lender at a place to be
     designated  by Lender.  Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral  contains  other goods not covered by this Agreement at the time
     of repossession,  Grantor agrees Lender may take such other goods, provided
     that  Lender  makes  reasonable  efforts to return  them to  Grantor  after
     repossession.

     SELL THE COLLATERAL. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the  Collateral or proceeds  thereof in its own name
     or that of Grantor.  Lender may sell the  Collateral  at public  auction or
     private sale. Unless the Collateral  threatens to decline speedily in value
     or is of a type customarily sold on a recognized  market,  Lender will give
     Grantor  reasonable  notice of the time after which any private sale or any
     other   intended   disposition  of  the  Collateral  is  to  be  made.  The
     requirements  of reasonable  notice shall be met if such notice is given at
     least  ten  (10)  days  before  the time of the  sale or  disposition.  All
     expenses  relating to the disposition of the Collateral,  including without
     limitation the expenses of retaking, holding, insuring,  preparing for sale
     and selling the Collateral, shall become a part of the Indebtedness secured
     by this Agreement and shall be payable on demand, with interest at the Note
     rate from date of expenditure until repaid.

     APPOINT  RECEIVER.  To the extent permitted by applicable law, Lender shall
     have the  following  rights and remedies  regarding  the  appointment  of a
     receiver:  (a) Lender may have a receiver  appointed  as a matter of right,
     (b) the receiver may be an employee of Lender and may serve  without  bond,
     and (c) all fees of the receiver and his or her attorney  shall become part
     of the  indebtedness  secured  by this  Agreement  and shall be  payable on
     demand,  with  interest  at the Note rate from  date of  expenditure  until
     repaid.

     COLLECT  REVENUES,  APPLY  ACCOUNTS.  Lender,  either  itself or  through a
     receiver,  may collect the payments,  rents,  income, and revenues from the
     Collateral.  Lender  may  at  any  time  in  its  discretion  transfer  any
     Collateral  into  its  own  name or that of its  nominee  and  receive  the
     payments,  rents,  income,  and  revenues  therefrom  and  hold the same as
     security for the indebtedness or apply it to payment of the indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel paper,  chooses in action, or similar property,  Lender may demand,
     collect,  receipt for, settle,  compromise,  adjust, sue for, foreclose, or
     realize  on  the  Collateral  as  Lender  may  determine,  whether  or  not
     indebtedness or Collateral is then due. For these purposes,  Lender may, on
     behalf of and in the name of  Grantor,  receive,  open and  dispose of mail
     addressed to Grantor;  change any address to which mail and payments are to
     be sent;  and endorse notes,  checks,  drafts,  money orders,  documents of
     title, instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and obligors on any Collateral to make payments directly to Lender.

     OBTAIN DEFICIENCY.  If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment  against Grantor for any deficiency  remaining
     on the indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this  Agreement.  Grantor shall
     be  liable  for a  deficiency  even if the  transaction  described  in this
     subsection is a sale of accounts or chattel paper.

     OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and remedies of
     a secured creditor under the provisions of the Uniform  Commercial Code, as
     may be amended from time to time.  In  addition,  Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether evidenced
     by this Agreement or the Related  Documents or by any other writing,  shall
     be cumulative and may be exercised singularly or concurrently.  Election by
     Lender to pursue any remedy shall not exclude pursuit of any of the remedy,
     and an  election  to make  expenditures  or to take  action to  perform  an
     obligation  of Grantor under this  Agreement,  after  Grantor's  failure to
     perform,  shall not  affect  Lender's  right to  declare  a default  and to
     exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     AMENDMENTS.   This   Agreement,   together  with  any  Related   Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement  shall be  effective  unless  given in writing  and signed by the
     party or  parties  sought  to be  charged  or bound  by the  alteration  or
     amendment.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted by
     Lender in the Commonwealth of Pennsylvania.  If there is a lawsuit, Grantor
     agrees upon Lender's request to submit to the jurisdiction of the courts of
     LAWRENCE  County,  the  Commonwealth  of  Pennsylvania.  Lender and Grantor
     hereby  waive the right to any jury  trial in any  action,  proceeding,  or
     counterclaim  brought by either Lender or Grantor  against the other.  This
     Agreement shall be governed by and construed in accordance with the laws of
     the Commonwealth of Pennsylvania.

     ATTORNEYS'  FEES;  EXPENSES.  Grantor  agrees  to pay  upon  demand  all of
     Lender's costs and expenses,  including  attorneys' fees and Lender's legal
     expenses,  incurred in connection  with the  enforcement of this Agreement.
     Lender may pay someone  else to help enforce  this  Agreement,  and Grantor
     shall pay the costs and  expenses of such  enforcement.  Costs and expenses
     include Lender's attorneys' fees and legal expenses whether or not there is
     a lawsuit,  including  attorneys'  fees and legal  expenses for  bankruptcy
     proceedings  (and including  efforts to modify or vacate any automatic stay
     or  injunction),  appeals,  and any  anticipated  post-judgment  collection
     services.  Grantor also shall pay all court costs and such  additional fees
     as may be directed by the court.

     CAPTION  HEADINGS.  Caption  headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the  provisions
     of this Agreement.



<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
Loan No. 1100120394             (Continued)                               Page 5
================================================================================

     MULTIPLE  PARTIES;  CORPORATE  AUTHORITY.  All obligations of Grantor under
     this  Agreement  shall be joint and several,  and all references to Grantor
     shall mean each and every  Grantor.  This  means  that each of the  persons
     signing below is reasonable for all obligations in this Agreement.

     NOTICES.  All notices  required to be given under this  Agreement  shall be
     given in writing,  may be sent by telefacsimile  (unless otherwise required
     by law), and shall be effective  when actually  delivered or when deposited
     with a nationally  recognized  overnight courier or deposited in the United
     States mail, first class,  postage prepaid,  addressed to the party to whom
     the notice is to be given at the address shown above.  Any party may change
     its address for  notices  under this  Agreement  by giving  formal  written
     notice to the other parties,  specifying  that the purpose of the notice is
     to change the party's  address.  To the extent permitted by applicable law,
     if there is more than one Grantor's current address(es).

     POWER OF ATTORNEY.  Grantor hereby  appoints  Lender as its true and lawful
     attorney-in-fact,  irrevocably,  with full power of  substitution to do the
     following:  (a) to demand, collect,  receive,  receipt for, sue and recover
     all sums of money or other property which may now or hereafter  become due,
     owning or payable from the Collateral; (b) to execute, sign and endorse any
     and all claims, instruments, receipts, checks, drafts or warrants issued in
     payment for the Collateral;  (c) to settle or compromise any and all claims
     arising under the  Collateral,  and, in the place and stead of Grantor,  to
     execute and deliver its release and  settlement  for the claim;  and (d) to
     file any  claim  or  claims  or to take any  action  or  institute  or take
     necessary  or   advisable.   This  power  is  given  as  security  for  the
     indebtedness,   and  the  authority   hereby  conferred  is  and  shall  be
     irrevocable  and shall remain in full force and effect  until  renounced by
     Lender.

     SEVERABILITY.  If a court of competent  jurisdiction finds any provision of
     this  Agreement  to be  invalid  or  unenforceable  as  to  any  person  or
     circumstance,  such  finding  shall not render  that  provision  invalid or
     unenforceable as to any other persons or  circumstances.  If feasible,  any
     such  offending  provision  shall be deemed to be modified to be within the
     limits of enforceablility or validity;  however, if the offending provision
     cannot be so  modified,  it shall be stricken and all other  provisions  of
     this Agreement in all other respects shall remain valid and enforceable.

     SUCCESSOR  INTERESTS.  The terms of this  Agreement  shall be binding  upon
     Grantor, and upon Grantor's heirs, personal representatives, successor, and
     assigns, and shall be enforceable by Lender and its successors and assigns.

     WAIVER.  Lender  shall not be deemed to have  waived any rights  under this
     Agreement  unless such waiver is given in writing and signed by Lender.  No
     delay or  omission  on the part of Lender  in  exercising  any right  shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement.  No prior waiver by Lender,  nor any
     course of dealing between Lender and Grantor,  shall constitute a waiver of
     any of Lender's rights or of any of Grantor's  obligations as to any future
     transactions.  Whenever  the  consent  of Lender  is  required  under  this
     Agreement,  the granting of such  consent by Lender isn any instance  shall
     not  constitute  continuing  consent  to  subsequent  instances  where such
     consent  is  required  and in all cases  such  consent  may be  granted  or
     withheld in the sole discretion of Lender.

GRANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED   1/11/01.

THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GRANTOR:

International Plastics and Equipment Corp.

By: /s/ JOE GIORDANO, JR.         (SEAL)   By: /s/ CHARLES LONG, JR.      (SEAL)
    ---------------------------                ---------------------------
    Joe Giordano, Jr., President               Charles Long, Jr., Secretary
                                                                 /Treasurer

LENDER:

SKY BANK

By: /s/ JOHN D. KLINE,  SVP
    ------------------------------
      Authorized Officer