EXHIBIT 10.1

                     December 23, 1998 Loan Documents with
                               First Western 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>

$1,350,000.00                           1100021329   410          27                         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.

<TABLE>
<CAPTION>
<S>           <C>                                          <C>
Borrower:     International Plastics and Equipment Co      Lender:      FIRST WESTERN BANK, NATIONAL ASSOC
              R.D. #3, Box 7A                                           COMMERCIAL LOAN DEPARTMENT
              PO Box 5311                                               101 EAST WASHINGTON STREET
              New Castle, PA 16105                                      NEW CASTLE, PA  16101
</TABLE>

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


PRINCIPAL AMOUNT: $1,350,000.00   INTEREST RATE: 7.900%  DATE OF NOTE:  12-23-98

PROMISE TO PAY. International Plastics and Equipment Corp. ("Borrower") promises
to pay to FIRST WESTERN BANK,  NATIONAL  ASSOCIATION  ("Lender"),  or order,  in
lawful  money of the  United  States of  America,  the  principal  amount of One
Million Three Hundred Fifty Thousand & 00/100 Dollars ($1,350,000.00),  together
with interest on the unpaid principal balance from 12-23-98, until paid in full.

PAYMENT.  Borrower will pay this loan in accordance  with the following  payment
schedule:

         83 payments of $20,975.00  each payment and an irregular  last payment.
         Borrower's  first payment is due February 1, 1999,  and all  subsequent
         payments  are due on the same day each  month  after  that.  Borrower's
         final  payment  will be due on  January  1,  2006,  and will be for all
         principal and all accrued not yet paid.  Payments include principal and
         interest.

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.

PREPAYMENT  PENALTY.  Upon  prepayment  of this Note,  Lender is entitled to the
following prepayment penalty: Borrower shall pay a prepayment penalty if loan is
refinanced by another financial  institution prior to maturity equal to the then
outstanding principal balance times the following percentages:  Year 1: 3%; Year
2: 2 1/2%; Year 3: 1 1/2%; Year 4: 3/4%; Year 5: 1/2%; Year 6: 1/4%; Year 7: 0%;
prepayment  penalty(s)  shall  be  waived  in  the  event  company  is  sold  by
shareholders  to an  independent  third  party and  Lender is paid off or in the
event that First Western Bank, National Association, after being merged into Sky
Financial Group, Inc. as contemplated by the definitive agreement dated December
14, 1998, is subsequently sold to any other independent  financial  institution.
Except for the  foregoing,  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
and may result in Borrower making fewer payments.

LATE  CHARGE.  If a payment  is 15 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment.

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 interest
rate on this Note 2.000 percentage points. 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  existing  interest  rate  provided  for in this  Note.  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 $20.00 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  possessory  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.

COLLATERAL.  This Loan is secured by a secured  interest in  inventory,  chattel
paper, accounts, equipment, general intangibles, and fixtures of the



<PAGE>



                                 PROMISSORY NOTE
                                    (Continued)                           Page 2
================================================================================

Borrower as evidenced by a Commercial Security Agreement of even date herewith.

PURPOSE.  This Loan is for the purpose of  refinancing  existing  line of credit
with term debt used for molds..

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

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
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment,  demand for payment, and notice of dishonor. Upon any change 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  REASONABLE  ATTORNEY'S
COMMISSION,  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. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES  RECEIPT OF
A COPLETED COPY OF THE NOTE.

THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By: /S/ JOSEPH GIORDANO, JR.        (SEAL)   By: /S/ CHARLES J. LONG, JR. (SEAL)
    --------------------------------             -------------------------------
    Joseph Giordano, Jr., President              Charles J. Long, Jr., Secretary
                                                                      /Treasurer

ATTEST:
/S/ CHARLES J. LONG, JR.                (Corporate Seal)
------------------------
Secretary or Assistant Secretary




<PAGE>


<TABLE>

                                           SCHEDULE OF PROMISSORY NOTES
<CAPTION>

LOAN NO.         PRINCIPAL         INTEREST         PAYMENT TERMS                           COLLATERAL
                 AMOUNT            RATE
<S>              <C>               <C>              <C>                                     <C>

1100021361       $900,000          7.9%             83 payments of $13,983 each and         purchase money secured
                                                    an irregular last payment beginning     interest in five (5)
                                                    2-1-1999, with final payment due        Sardetto Injection
                                                    1-1-2006                                Molding Machines

1100021353       $900,000          7.9%             83 payments of $13,983 each and         five (5) Sardetto Injection
                                                    an irregular last payment beginning     Molding Machines
                                                    6-1-1999, with a final payment due
                                                    5-1-2006

1300063203       $1,122,000        7.5%             60 payments of $11,280 each             inventory, chattel paper,
                                                    beginning 2-1-1999; interest rate to    accounts, equipment,
                                                    be adjusted 1-1-2004 and every          general intangibles, and
                                                    60th month thereafter and payment       fixtures; first lien on the
                                                    adjusting on 2-1-2004 and on first      IPEC's premises at
                                                    day of each month following             Northgate Industrial Park,
                                                    interest rate adjustment; payable in    New Castle, Pennsylvania
                                                    full by 1-1-2012

1100021337       $2,500,000        7.75%            72 payments of $43,529 each and         inventory, chattel paper,
                                                    an irregular last payment beginning     accounts, equipment,
                                                    2-15-1999, with a final payment         general intangibles and
                                                    due 1-15-2005                           fixtures

</TABLE>


<PAGE>



                             BUSINESS LOAN AGREEMENT
================================================================================
Borrower: International Plastics and   Lender: FIRST WESTERN BANK, NATIONAL
          Equipment Corp.                      ASSOC
          R.D. #3, Box 7A                      COMMERCIAL LOAN DEPARTMENT
          PO Box 5311                          101 EAST WASHINGTON STREET
          New Castle, PA 1610                  NEW CASTLE, PA  16101
--------------------------------------------------------------------------------

THIS BUSINESS LOAN AGREEMENT between International  Plastics and Equipment Corp.
("Borrower") and FIRST WESTERN BANK, NATIONAL ASSOCIATION ("Lender") is made and
executed on the  following  terms and  conditions.  Borrower has received  prior
commercial  loans from Lender or has applied to Lender for a commercial  loan or
loans and other financial accommodations, including those which may be described
on any  exhibit  or  schedule  attached  to this  Agreement.  All such loans and
financial   accommodations,   together  with  all  future  loans  and  financial
accommodations  from  Lender to  Borrower,  are  referred  to in this  Agreement
individually as the "Loan" and collectively as the "Loans." Borrower understands
and agrees that:  (a) in granting,  renewing,  or extending any Loan,  Lender is
relying upon Borrower's  representations,  warranties,  and  agreements,  as set
forth in this Agreement; (b) the granting, renewing, or extending of any Loan by
Lender at all times shall be subject to Lender's sole  judgment and  discretion;
and (c) all such Loans shall be and shall remain subject to the following  terms
and conditions of this Agreement.

TERM.  This  Agreement  shall be effective as of  12-23-98,  and shall  continue
thereafter  until all  indebtedness  of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

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 Business Loan Agreement, as
         this  Business  Loan  Agreement may be amended or modified from time to
         time,  together  with  all  exhibits  and  schedules  attached  to this
         Business Loan Agreement from time to time.

         BORROWER.   The  word  "Borrower"  means  International   Plastics  and
         Equipment Corp.. The word "Borrower" also includes, as applicable,  all
         subsidiaries  and  affiliates  of  Borrower  as  provided  below in the
         paragraph titled "Subsidiaries and Affiliates."

         CERCLA.  The  word  "CERCLA"  means  the  Comprehensive   Environmental
         Response, Compensation, and Liability Act of 1980, as amended.

         COLLATERAL. The word "Collateral" means and includes without limitation
         all  property  and assets  granted as  collateral  security for a Loan,
         whether  real  or  personal  property,   whether  granted  directly  or
         indirectly,  whether granted now or in the future,  and whether granted
         in  the  form  of  a  security  interest,   mortgage,  deed  of  trust,
         assignment,  pledge,  chattel mortgage,  chattel trust,  factor's lien,
         equipment trust, conditional sale, trust receipt, lien, charge, lien or
         title retention contract,  lease or consignment  intended as a security
         device,  or any other  security or lien  interest  whatsoever,  whether
         created by law, contract, or otherwise.

         ERISA. The word "ERISA" means the Employee  Retirement  Income Security
         Act of 1974, as amended.

         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 and includes without limitation each
         and all of the persons or entities  granting a Security Interest in any
         Collateral  for the  indebtedness,  including  without  limitation  all
         Borrowers granting such a Security Interest.

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

         INDEBTEDNESS.  The  word  "Indebtedness"  means  and  includes  without
         limitation all Loans,  together with all other  obligations,  debts and
         liabilities of Borrower to Lender,  or any one or more of them, as well
         as all claims by Lender against  Borrower,  or any one or more of them;
         whether now or hereafter existing, voluntary or involuntary, due or not
         due,  absolute  or  contingent,  liquidated  or  unliquidated;  whether
         Borrower may be liable  individually  or jointly  with others;  whether
         Borrower may be obligated as a guarantor, surety, or otherwise; whether
         recovery upon such  indebtedness  may be or hereafter may become barred
         by any statue of limitations;  and whether such  indebtedness may be or
         hereafter may become otherwise unenforceable.

         LENDER.   The  word  "Lender"   means  FIRST  WESTERN  BANK,   NATIONAL
         ASSOCIATION, its successors and assigns.

         LOAN. The word "Loan" or "Loans" means and includes without  limitation
         any and all commercial loans and financial  accommodations  from Lender
         to Borrower,  whether now or hereafter existing, and however evidenced,
         including without  limitation those loans and financial  accommodations
         described  herein or described  on any exhibit or schedule  attached to
         this Agreement from time to time.

         NOTE. The word "Note" means and includes without limitation  Borrower's
         promissory   note  or  notes,  if  any,   evidencing   Borrower's  Loan
         obligations in favor of Lender, as well as any substitute,  replacement
         or refinancing note or notes therefor.

         PERMITTED  LIENS.  The  words  "Permitted  Liens"  mean:  (a) liens and
         security  interests  securing  indebtedness owed by Borrower to Lender;
         (b) liens for taxes, assessments, or similar charges either not yet due
         or being contested in good faith; (c) liens of materialmen,  mechanics,
         warehousemen,  or carriers, or other like liens arising in the ordinary
         course  of  business  and  securing   obligations  which  are  not  yet
         delinquent;  (d)  purchase  money  liens  or  purchase  money  security
         interests  upon or in any property  acquired or held by Borrower in the
         ordinary course of business to secure  indebtedness  outstanding on the
         date of this  Agreement or permitted to be incurred under the paragraph
         of this  Agreement  titled  "Indebtedness  and  Liens";  (e)  liens and
         security  interests which, as of the date of this Agreement,  have been
         disclosed to and approved by the Lender in writing; and (f) those liens
         and security interests which in the aggregate  constitute an immaterial
         and  insignificant  monetary  amount  with  respect to the net value of
         Borrower's assets.

         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.

         SECURITY  AGREEMENT.  The words  "Security  Agreement" mean and include
         without limitation any agreements,  promises, covenants,  arrangements,
         understandings or other agreements,  whether created by law,  contract,
         or  otherwise,  evidencing,  governing,  representing,  or  creating  a
         Security Interest.

         SECURITY  INTEREST.  The words  "Security  Interest"  mean and  include
         without limitation any type of collateral security, whether in the form
         of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
         mortgage,  chattel trust,  factor's lien, equipment trust,  conditional
         sale,  trust  receipt,  lien or  title  retention  contract,  lease  or
         consignment  intended as a security  device,  or any other  security or
         lien  interest  whatsoever,   whether  created  by  law,  contract,  or
         otherwise.



<PAGE>



                             BUSINESS LOAN AGREEMENT
                                   (CONTINUED)                            PAGE 2
================================================================================

         SARA.   The  word   "SARA"   means   the   Superfund   Amendments   and
         Reauthorization Act of 1986 as now or hereafter amended.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to make the initial
Loan Advance and each  subsequent  Loan Advance  under this  Agreement  shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

         LOAN DOCUMENTS.  Borrower shall provide to Lender in form  satisfactory
         to Lender  the  following  documents  for the Loan:  (a) the Note,  (b)
         Security  Agreements  granting  to  Lender  security  interests  in the
         Collateral,  (c)  Financing  Statements  perfecting  Lender's  Security
         Interests;  (d) evidence of insurance  as required  below;  and (e) any
         other  documents  required  under  this  Agreement  or by Lender or its
         counsel, including without limitation any guaranties described below.

         BORROWER'S  AUTHORIZATION.  Borrower  shall have  provided  in form and
         substance satisfactory to Lender properly certified  resolutions,  duly
         authorizing the execution and delivery of this Agreement,  the Note and
         the  Related  Documents,   and  such  other  authorizations  and  other
         documents  and  instruments  as Lender or its  counsel,  in their  sole
         discretion, may require.

         PAYMENT OF FEES AND  EXPENSES.  Borrower  shall have paid to Lender all
         fees,  charges,  and other  expenses  which are then due and payable as
         specified in this Agreement or any Related Document.

         REPRESENTATIONS AND WARRANTIES.  The representations and warranties set
         forth in this Agreement, in the Related Documents,  and in any document
         or  certificate  delivered to Lender under this  Agreement are true and
         correct.

         NO EVENT OF DEFAULT. There shall not exist at the time of any advance a
         condition  which  would  constitute  an Event  of  Default  under  this
         Agreement.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any indebtedness exists:

         ORGANIZATION.  Borrower  is a  corporation  which  is  duly  organized,
         validly  existing,   and  in  good  standing  under  the  laws  of  the
         Commonwealth  of  Pennsylvania  and is  validly  existing  and in  good
         standing in all states in which  Borrower is doing  business.  Borrower
         has the full power and authority to own its  properties and to transact
         the businesses in which it is presently  engaged or presently  proposes
         to engage. Borrower also is duly qualified as a foreign corporation and
         is in good  standing  in all states in which the  failure to so qualify
         wold have a material  adverse  effect on its  businesses  or  financial
         condition.

         AUTHORIZATION.   The  execution,  delivery,  and  performance  of  this
         Agreement  and all Related  Documents by Borrower,  to the extent to be
         executed, delivered or performed by Borrower, have been duly authorized
         by all  necessary  action by  Borrower;  do not  require the consent or
         approval of any other  person,  regulatory  authority  or  governmental
         body; and do not conflict with, result in a violation of, or constitute
         a default under (a) any provision of its articles of  incorporation  or
         organization,  or bylaws, or any agreement or other instrument  binding
         upon Borrower or (b) any law, governmental regulation, court decree, or
         order applicable to Borrower.

         FINANCIAL INFORMATION. Each financial statement of Borrower supplied to
         Lender truly and completely disclosed Borrower's financial condition as
         of the date of the  statement,  and there has been no material  adverse
         change in Borrower's  financial condition subsequent to the date of the
         most recent  financial  statement  supplied to Lender.  Borrower has no
         material  contingent  obligations except as disclosed in such financial
         statements.

         LEGAL EFFECT. This Agreement  constitutes,  and any instrument required
         hereunder  to be given by  Borrower  when  delivered  will  constitute,
         legal, valid and binding  obligations of Borrower  enforceable  against
         Borrower in accordance with their respective terms.

         PROPERTIES.  Except as  contemplated by this Agreement or as previously
         disclosed in  Borrower's  financial  statements or in writing to Lender
         and as accepted by Lender,  and except for property tax liens for taxes
         not presently due and payable,  Borrower owns and has good title to all
         of Borrower's properties free and clear of all Security Interests,  and
         has  not  executed  any  security  documents  or  financing  statements
         relating to such properties. All of Borrower's properties are titled in
         Borrower's  legal name, and Borrower has not used, or filed a financing
         statement under, any other name for at least the last five (5) years.

         HAZARDOUS   SUBSTANCES.   The  terms  "hazardous   waste,"   "hazardous
         substance," "disposal," "release," and "threatened release," as used in
         this  Agreement,  shall  have the  same  meanings  as set  forth in the
         "CERCLA," "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.
         Except as disclosed to and acknowledged by Lender in writing,  Borrower
         represents  and  warrants  that:  (a) During  the period of  Borrower's
         ownership  of the  properties,  there  has  been  no  use,  generation,
         manufacture, storage treatment, disposal, release or threatened release
         of any hazardous  waste or substance by any person on, under,  about or
         from any of the properties. (b) Borrower has no knowledge of, or reason
         to believe  that there has been (i) any use,  generation,  manufacture,
         storage,  treatment,  disposal,  release,  or threatened release of any
         hazardous waste or substance on, under, about or from the properties by
         any prior  owners or occupants  of any of the  properties,  or (ii) any
         actual or  threatened  litigation  or claims of any kind by any  person
         relating  to  such  matters.  (c)  Neither  Borrower  nor  any  tenant,
         contractor,  agent or other  authorized  user of any of the  properties
         shall use, generate,  manufacture, store, treat, dispose of, or release
         any hazardous  waste or substance  on, under,  about or from any of the
         properties; and any such activity shall be conducted in compliance with
         all  applicable  federal,  state,  and  local  laws,  regulations,  and
         ordinances,  including without  limitation those laws,  regulations and
         ordinances  described above.  Borrower authorizes Lender and its agents
         to enter  upon the  properties  to make such  inspections  and tests as
         Lender may deem  appropriate to determine  compliance of the properties
         with this section of the  Agreement.  Any  inspections or tests made by
         Lender shall be at  Borrower's  expense and for Lender's  purposes only
         and shall not be construed to create any responsibility or liability on
         the  part  of  Lender  to  Borrower  or  to  any  other   person.   The
         representations and warranties contained herein are based on Borrower's
         due diligence in  investigating  the properties for hazardous waste and
         hazardous  substances.  Borrower  hereby  (a)  releases  and waives any
         future claims against Lender for indemnity or contribution in the event
         Borrower 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, losses, liabilities, damages, penalties, and expenses which
         Lender may directly or indirectly  sustain or suffer  resulting  from a
         breach of this section of the Agreement or as a consequence of any use,
         generation,  manufacture,  storage,  disposal,  release  or  threatened
         release  occurring  prior to  Borrower's  ownership  or interest in the
         properties,  whether  or not the same was or should  have been known to
         Borrower.  The provisions of this section of the  Agreement,  including
         the  obligation  to  indemnify,   shall  survive  the  payment  of  the
         indebtedness  and the  termination  or expiration of this Agreement and
         shall not be affected by Lender's acquisition of any interest in any of
         the properties, whether by foreclosure or otherwise.

         LITIGATION   AND   CLAIMS.   No   litigation,   claim,   investigation,
         administrative proceeding or similar action (including those for unpaid
         taxes) against  Borrower is pending or  threatened,  and no other event
         has occurred which may materially adversely affect Borrower's financial
         condition  or  properties,  other  than  litigation,  claims,  or other
         events,  if any, that have been disclosed to and acknowledged by Lender
         in writing.

         TAXES. To the best of Borrower's knowledge, all tax returns and reports
         of Borrower that are or were required to be filed, have been filed, and
         all taxes, assessments and other governmental charges have been paid in
         full,  except those  presently  being or to be contested by Borrower in
         good faith in the ordinary  course of business  and for which  adequate
         reserves have been provided.

         LIEN  PRIORITY.  Unless  otherwise  previously  disclosed  to Lender in
         writing,  Borrower  has  not  entered  into  or  granted  any  Security
         Agreements,  or  permitted  the filing or  attachment  of any  Security
         interests on or affecting any of the Collateral  directly or indirectly
         securing repayment of



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                             BUSINESS LOAN AGREEMENT
                                   (CONTINUED)                            PAGE 3
================================================================================

         Borrower's Loans and Notes,  that would be prior or that may in any way
         be superior to Lender's  Security  Interests  and rights in and to such
         Collateral.

         BINDING  EFFECT.  This  Agreement,  the Note,  all Security  Agreements
         directly or indirectly  securing  repayment of Borrower's Loan and Note
         and all of the Related  Documents  are binding upon Borrower as well as
         upon  Borrower's  successors,  representatives  and  assigns,  and  are
         legally enforceable in accordance with their respective terms.

         COMMERCIAL  PURPOSES.  Borrower intends to use the Loan proceeds solely
         for business or commercial related purposes.

         EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower
         may have any  liability  complies  in all  material  respects  with all
         applicable  requirements of law and regulations,  and (i) no Reportable
         Event nor  Prohibited  Transaction  (as defined in ERISA) has  occurred
         with respect to any such plan, (ii) Borrower has not withdrawn from any
         such plan or  initiated  steps to do so, (iii) no steps have been taken
         to terminate any such plan, and (iv) there are no unfunded  liabilities
         other than those previously disclosed to Lender in writing.

         LOCATION  OF  BORROWER'S  OFFICES  AND  RECORDS.  Borrower's  place  of
         business,  or Borrower's Chief executive  office,  if Borrower has more
         than one place of  business,  is located at R.D.  #3, Box 7A, P.O.  Box
         5311, New Castle, PA 16105. Unless Borrower has designated otherwise in
         writing  this  location  is also the office or offices  where  Borrower
         keeps its records concerning the Collateral.

         INFORMATION.  All information heretofore or contemporaneously  herewith
         furnished  by Borrower to Lender for the  purposes of or in  connection
         with this Agreement or any transaction  contemplated hereby is, and all
         information  hereafter  furnished by or on behalf of Borrower to Lender
         will be, true and accurate in every material  respect on the date as of
         which  such  information  is  dated  or  certified;  and  none  of such
         information  is or will be incomplete by omitting to state any material
         fact necessary to make such information not misleading.

         SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  Borrower  understands and
         agrees that Lender, without independent investigation,  is relying upon
         the above representations and warranties in making the above referenced
         Loan  to  Borrower.   Borrower   further   agrees  that  the  foregoing
         representations  and warranties shall be continuing in nature and shall
         remain  in  full  force  and  effect  until  such  time  as  Borrower's
         indebtedness  shall be paid in full, or until this  Agreement  shall be
         terminated  in the  manner  provided  above,  whichever  is the last to
         occur.

AFFIRMATIVE COVENANTS.  Borrower  covenants and  agrees with  Lender that, while
this Agreement is in effect, Borrower will:

         LITIGATION.  Promptly  inform  Lender in  writing  of (a) all  material
         adverse changes in Borrower's financial condition, and (b) all existing
         and all threatened litigation, claims,  investigations,  administrative
         proceedings  or similar  actions  affecting  Borrower or any  Guarantor
         which could  materially  affect the financial  condition of Borrower or
         the financial condition of any Guarantor.

         FINANCIAL  RECORDS.  Maintain its books and records in accordance  with
         generally  accepted  accounting  principles,  applied  on a  consistent
         basis,  and permit  Lender to examine  and audit  Borrower's  books and
         records at all reasonable times.

         ADDITIONAL   INFORMATION.   Furnish  such  additional  information  and
         statements, lists of assets and liabilities,  agings of receivables and
         payables,  inventory schedules,  budgets,  forecasts,  tax returns, and
         other  reports  with  respect to  Borrower's  financial  condition  and
         business operations as Lender may request from time to time.

         INSURANCE.  Maintain fire and other risk  insurance,  public  liability
         insurance,  and such other insurance as Lender may require with respect
         to Borrower's  properties and operations,  in form, amounts,  coverages
         and with insurance companies reasonably acceptable to Lender. Borrower,
         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.  Each  insurance  policy  also  shall  include  an  endorsement
         providing  that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Borrower or any other person. In
         connection  with all policies  covering assets in which Lender holds or
         is offered a security  interest  for the Loans,  Borrower  will provide
         Lender  with such loss  payable  or other  endorsements  as Lender  may
         require.

         INSURANCE REPORTS.  Furnish to Lender, upon request of Lender,  reports
         on each existing  insurance  policy showing such  information as Lender
         may reasonably request, including without limitation the following: (a)
         the name of the insurer;  (b) the risks insured;  (c) the amount of the
         policy;  (d) the  properties  insured;  (e) the then  current  property
         values  on the  basis of which  insurance  has been  obtained,  and the
         manner of determining those values;  and (f) the expiration date of the
         policy.  In addition,  upon  request of Lender  (however not more often
         than   annually),   Borrower   will  have  an   independent   appraiser
         satisfactory to Lender determine, as applicable,  the actual cash value
         or replacement cost of any Collateral. The cost of such appraisal shall
         be paid by Borrower.

         GUARANTIES.  Prior  to  disbursement  of  any  Loan  proceeds,  furnish
         executed  guaranties  of the Loans in favor of Lender,  executed by the
         guarantors named below, on Lender's forms, and in the amounts and under
         the conditions spelled out in those guaranties.

            GUARANTORS                                     AMOUNTS
            ----------                                     -------
            Joseph Giordano, Jr. and Beth Lynn Giordano    $8,772,000.00
            Charles J. Long, Jr. and Cynthia L. Long       $8,772,000.00

         OTHER  AGREEMENTS.  Comply with all terms and  conditions  of all other
         agreements, whether now or hereafter existing, between Borrower and any
         other party and notify Lender  immediately in writing of any default in
         connection with any other such agreements.

         LOAN PROCEEDS.  Use all Loan proceeds  solely for  Borrower's  business
         operations,  unless specifically consented to the contrary by Lender in
         writing.

         TAXES,  CHARGES  AND  LIENS.  Pay  and  discharge  when  due all of its
         indebtedness  and  obligations,   including   without   limitation  all
         assessments,  taxes,  governmental  charges,  levies ad liens, of every
         kind and nature,  imposed upon borrower or its properties,  income,  or
         profits,  prior to the date on which  penalties  would attach,  and all
         lawful claims that,  if unpaid,  might become a lien or charge upon any
         of  Borrower's  properties,   income,  or  profits.  Provided  however,
         Borrower will not be required to pay and discharge any such assessment,
         tax,  charge,  levy,  lien or claim so long as (a) the  legality of the
         same shall be contested in good faith by appropriate  proceedings,  and
         (b)  Borrower  shall  have  established  on its  accounting  practices.
         Borrower,  upon demand of Lender,  will  furnish to Lender  evidence of
         payment of the assessments,  taxes,  charges,  levies, liens and claims
         and will authorize the appropriate  governmental official to deliver to
         Lender  at any time a  written  statement  of any  assessments,  taxes,
         charges,  levies,  liens  and  claims  against  Borrower's  properties,
         income, or profits.

         PERFORMANCE.  Perform  and  comply  with  all  terms,  conditions,  and
         provisions set forth in this Agreement and in the Related  Documents in
         a timely manner,  and promptly  notify Lender if borrower learns of the
         occurrence  of any event which  constitutes  an Event of Default  under
         this Agreement or under any of the Related Documents.

         OPERATIONS.   Maintain   executive  and   management   personnel   with
         substantially  the same  qualifications  and  experience as the present
         executive and management personnel; provide written notice to Lender of
         any change in executive and management personnel;  conduct its business
         affairs in a reasonable and prudent  manner and in compliance  with all
         applicable  federal,  state and municipal laws,  ordinances,  rules and
         regulations  respecting  its  properties,   charters,   businesses  and
         operations, including without limitation, compliance with the Americans
         With  Disabilities Act and with all minimum funding standards and other
         requirements of ERISA and other laws applicable to Borrower's  employee
         benefit plans.



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                             BUSINESS LOAN AGREEMENT
                                   (CONTINUED)                            PAGE 4
================================================================================

         INSPECTION. Permit employees or agents of Lender at any reasonable time
         to inspect any and all  Collateral for the Loan or Loans and Borrower's
         other  properties and to examine or audit Borrower's  books,  accounts,
         and records  and to make  copies and  memoranda  of  Borrower's  books,
         accounts,  and  records.  If  Borrower  now  or at any  time  hereafter
         maintains any records (including without limitation  computer generated
         records and  computer  software  programs  for the  generation  of such
         records) in the possession of a third party, Borrower,  upon request of
         Lander,  shall  notify such party to permit  Lender free access to such
         records at all  reasonable  times and to provide  Lender with copies of
         any records it may request, all at Borrower's expense.

         COMPLIANCE  CERTIFICATE.  Unless  waived in writing by Lender,  provide
         Lender at least  quarterly and at the time of initial  disbursement  of
         Loan(s)  proceeds  with a  certificate  executed  by  Borrower's  chief
         financial  officer,  or other  officer or person  acceptable to Lender,
         certifying  that the  representations  and warranties set forth in this
         Agreement  are true and correct as of the date of the  certificate  and
         further certifying that, as of the date of the certificate, no Event of
         Default exists under this Agreement.

         ENVIRONMENTAL  COMPLIANCE  AND  REPORTS.  Borrower  shall comply in all
         respects with all  environmental  protection  federal,  state and local
         laws,  statutes,  regulations  and  ordinances;  not cause or permit to
         exist,  as a  result  of an  intentional  or  unintentional  action  or
         omission  on its part or on the part of any third  party,  on  property
         owned and/or  occupied by Borrower,  and  environmental  activity where
         damage  may  result  to  the  environment,  unless  such  environmental
         activity is  pursuant to and in  compliance  with the  conditions  of a
         permit issued by the appropriate  federal,  state or local governmental
         authorities;  shall furnish to Lender  promptly and in any event within
         thirty (30) days after receipt  thereof a copy of any notice,  summons,
         lien,  citation,  directive,  letter  or other  communication  from any
         governmental  agency or  instrumentality  concerning any intentional or
         unintentional  action or omission on Borrower's part in connection with
         any  environmental  activity  whether  or not  there is  damage  to the
         environment and/or other natural resources.

         ADDITIONAL  ASSURANCES.  Make,  execute  and  deliver  to  Lender  such
         promissory  notes,  mortgages,  deeds of  trust,  security  agreements,
         financing  statements,  instruments,  documents and other agreements as
         Lender or its attorneys may  reasonably  request to evidence and secure
         the Loans and to perfect all Security Interests.

NEGATIVE COVENANTS.  Borrower  covenants and  agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

         INDEBTEDNESS  AND LIENS.  (a) Except  for trade  debt  incurred  in the
         normal course of business and  indebtedness  to Lender  contemplated by
         this  Agreement,  create,  incur or assume  indebtedness  for  borrowed
         money,  including capital leases,  (b) except as allowed as a Permitted
         Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security
         interest in, or encumber  any of  Borrower's  assets,  or (c) sell with
         recourse any of Borrower's accounts, except to Lender.

         CONTINUITY  OF  OPERATIONS.  (a)  Engage  in  any  business  activities
         substantially  different  than  those in which  Borrower  is  presently
         engaged, (b) cease operations,  liquidate,  merge, transfer, acquire or
         consolidate with any other entity,  change ownership,  change its name,
         dissolve or transfer or sell  Collateral out of the ordinary  course of
         business,  (c)  pay any  dividends  on  Borrower's  stock  (other  than
         dividends payable in its stock), provided, however that notwithstanding
         the foregoing, but only so long as no Event of Default has occurred and
         is  continuing  or would  result  from the  payment  of  dividends,  if
         Borrower is a  "Subchapter S  Corporation"  (as defined in the Internal
         Revenue Code of 1986, as amended),  Borrower may pay cash  dividends on
         its stock to its shareholders from time to time in amounts necessary to
         enable the  shareholders to pay income taxes and make estimated  income
         tax payments to satisfy their  liabilities  under federal and state law
         which arise solely from their status as  Shareholders of a Subchapter S
         Corporation  because of their ownership of shares of stock of Borrower,
         or (d) purchase or retire any of Borrower's outstanding shares or alter
         or amend Borrower's capital structure.

         LOANS,  ACQUISITIONS  AND  GUARANTIES.  (a) Loan,  invest in or advance
         money or assets,  (b)  purchase,  create or acquire any interest in any
         other  enterprise or entity,  or (c) incur any  obligation as surety or
         guarantor other than in the ordinary course of business.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
Guarantor  has with Lender;  (b) Borrower or any  Guarantor  becomes  insolvent,
files a  petition  in  bankruptcy  or  similar  proceedings,  or is  adjudged  a
bankrupt;  (c) there occurs a material  adverse  change in Borrower's  financial
condition,  in the  financial  condition,  in  the  financial  condition  of any
Guarantor,  or in the  value  of any  Collateral  securing  any  Loan;  (d)  any
Guarantor seeks,  claims or otherwise  attempts to limit,  modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in
good faith deems  itself  insecure,  even though no Event of Default  shall have
occurred.

GUARANTOR(S)  FINANCIAL  STATEMENTS.   Guarantor(s)  continually  represent  and
warrant to Lender that each financial  statement of Guarantor supplied to Lender
does and will truly and completely disclose  Guarantor's  financial condition as
of the date of the statement,  and there has been no material  adverse change in
Guarantor's  financial  condition  subsequent  to the  date of the  most  recent
financial  statement  supplied  to  Lender  and  Guarantor(s)  has  no  material
contingent   obligations   except   disclosed  in  such  financial   statements.
Guarantor(s)  covenant  and agree with Lender that,  while this  Agreement is in
effect,  Guarantor(s) will furnish Lender with, as soon as available,  but in no
event  later  than  ninety  (90)  days  after  the  end  of  each  fiscal  year,
Guarantor(s)  personal  financial  statement and Federal Tax Return for the year
ended,  complied by a certified public  accountant  satisfactory to Lender.  All
financial reports required to be provided under this Agreement shall be prepared
in  accordance  with  generally  accepted  accounting  principles,  applied on a
consistent basis, and certified by Guarantor(s) as being true and correct.

PURPOSE.  This Loan is for the purpose of  refinancing  existing  line of credit
with term debt used for molds.

FINANCIAL STATEMENTS. Borrower covenants and agrees with Lender that, while this
Agreement is in effect, Borrower will furnish Lender with, as soon as available,
but in no event later that ninety (90) days after  the end of each fiscal  year,
Borrower's balance sheet and income statement for the year ended,  reviewed by a
certified public accountant satisfactory to Lender, and as soon as available but
in no event 30 days after the end of each  fiscal  quarter,  Borrower's  balance
sheet and profit and loss  statement for the period ended,  including  Officer's
compliance certificate,  prepared and certified as correct to the best knowledge
and belief by  Borrower's  chief  financial  officer or other  officer or person
acceptable to Lender.  All financial  reports required to be provided under this
Agreement shall be prepared in accordance with accounting  principles acceptable
to Lender,  applied on a consistent  basis,  and  certified by Borrower as being
true and correct.

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

TANGIBLE NET WORTH.  The Borrower agrees to maintain at all times a tangible net
worth of not less than Five hundred Thousand dollars  ($500,000.00),  based upon
fiscal year end 1998 statements and One million dollars  ($1,000,000.00),  based
upon fiscal year end 1999 statements.

DEBT SERVICE COVERAGE RATIO. Based on fiscal year end statements,  Borrower must
maintain a debt service  coverage  ratio of not less than 1.20:  1.0, based upon
fiscal year end financial statements.

LEVERAGE  RATIO.  The Borrower  will  maintain a ratio of total  liabilities  to
tangible  net worth of not greater  than 2.50 : 1.00 in fiscal year end 1998 and
2.0 : 1.0 in  fiscal  year end  1999,  based  upon  fiscal  year  end  financial
statements.  Debt  subordinated to Lender shall be deemed equity for calculation
purposes.

1999 BUDGET.  The  Borrower  shall make  available to Lender  copies of all 1999
Contracts and Agreements upon which 1999 budget was based.



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                             BUSINESS LOAN AGREEMENT
                                  (CONTINUED)                             PAGE 5
================================================================================

RIGHT OF SETOFF.  Borrower  grants to Lender a contractual  possessory  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 the  indebtedness  against
any and all such accounts.

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

         DEFAULT ON  INDEBTEDNESS.  Failure of Borrower to make any payment when
         due on the Loans. FAILURE SHALL CONTINUE FOR FIVE (5) DAYS.

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

         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 Borrower  or any Grantor  under
         this  Agreement or the Related  Documents is false or misleading in any
         material  respect at the time made or  furnished,  or becomes  false or
         misleading at any time thereafter.

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

         INSOLVENCY. The dissolution or termination of Borrower's existence as a
         going  business,  the  insolvency  of Borrower,  the  appointment  of a
         receiver for any part of Borrower's  property,  any  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
         Borrower.

         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  Borrower,  any
         creditor  of  any  Grantor   against  any   collateral   securing   the
         indebtedness,   or  by  any  governmental   agency.   This  includes  a
         garnishment,  attachment,  or levy on or of any of  Borrower's  deposit
         accounts with Lender. However, this Event of Default shall not apply if
         there is a good faith  dispute by Borrower or Grantor,  as the case may
         be, as the validity or  reasonableness  of the claim which is the basis
         of the creditor or  forfeiture  proceeding,  and if Borrower or Grantor
         gives Lender  written  notice of the creditor or forfeiture  proceeding
         and furnishes  reserves or a surety bond for the creditor or forfeiture
         proceeding satisfactory to Lender.

         EVENTS  AFFECTING  GUARANTOR.  Any of the preceding  events occurs with
         respect to any  Guarantor of any of the  indebtedness  or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability  under,  any  Guaranty of the  indebtedness.  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.

         CHANGE IN OWNERSHIP.  Any change in ownership of  twenty-five  (25%) or
         more of the common stock of Borrower.

         ADVERSE  CHANGE.   A  material  adverse  change  occurs  in  Borrower'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  Borrower  or Grantor,  as the case may be, has not been
         given a notice of a similar  default  within the preceding  twelve (12)
         months, it may be cured (and no Event of Default will have occurred) if
         Borrower or Grantor, as the case may be, after receiving written notice
         from  Lender  demanding  cure of such  default:  (a) cures the  default
         withing  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.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will  terminate  and,  at  Lender's  option,  all
indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the related  Documents or available at law,  inequity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
performance  obligation of Borrower or of any Grantor shall not affect  Lender's
right to declare a default and to exercise its rights and 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,  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 Agreement shall be governed
         by and construed in  accordance  with the laws of the  Commonwealth  of
         Pennsylvania.

         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.

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

         CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
         sale or transfer,  whether now or later,  of one or more  participation
         interests in the Loans to one or more  purchasers,  whether  related or
         unrelated  to  Lender.  Lender  may  provide,  without  any  limitation
         whatsoever, to any one or more purchasers, or potential purchasers, any
         information  or knowledge  Lender may have about  Borrower or about any
         other  matter  relating to the Loan,  and  Borrower  hereby  waives any
         rights to privacy it may have with  respect to such  matters.  Borrower
         additionally  waives  any and  all  notices  of  sale of  participation
         interests,   as  well  as  all  notices  of  any   repurchase  of  such
         participation  interests.  Borrower also agrees that the  purchasers of
         any such  participation  interests  will be  considered as the absolute
         owners of such interests in the Loans and will have all the



<PAGE>
                             BUSINESS LOAN AGREEMENT
                                   (CONTINUED)                            PAGE 6
================================================================================

         rights  granted  under  the   participation   agreement  or  agreements
         governing the sale of such  participation  interests.  Borrower further
         waives  all  rights of offset or  counterclaim  that it may have now or
         later against  Lender or against any purchaser of such a  participation
         interests may enforce its interests irrespective of any personal claims
         or defenses that Borrower may have against Lender.

         COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of Lender's
         expenses,  including without  limitation  attorneys' fees,  incurred in
         connection with the preparation,  execution, enforcement,  modification
         and collection of this  Agreement or in connection  with the Loans made
         pursuant to this Agreement. Lender may pay someone else to help collect
         the Loans and to enforce this  Agreement,  and  Borrower  will pay 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  for  bankruptcy
         proceedings  (including  efforts to modify or vacate any automatic stay
         or injunction),  appeals, and any anticipated  post-judgment collection
         services.  Borrower  also will pay any court costs,  in addition to all
         other sums provided by law.

         NOTICES. All notices required to be given under this Agreement shall be
         given in writing, may be sent by telefacsimile,  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 Borrower, notice to any Borrower will constitute
         notice to all Borrowers. For notice purposes, Borrower will keep Lender
         informed at all times of Borrower's current address(es).

         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.

         SUBSIDIARIES  AND AFFILIATES OF BORROWER.  To the extent the context of
         any  provisions  of this  Agreement  makes  it  appropriate,  including
         without  limitation  any  representation,  warranty  or  covenant,  the
         "Borrower" as used herein shall include all subsidiaries and affiliates
         of  Borrower.   Notwithstanding   the  foregoing   however,   under  no
         circumstances  shall this  Agreement be construed to require  Lender to
         make any Loan or other  financial  accommodation  to any  subsidiary or
         affiliate of Borrower.

         SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on
         behalf of  Borrower  shall bind its  successors  and  assigns and shall
         inure to the benefit of Lender,  its successors  and assigns.  Borrower
         shall not,  however,  have the right to assign  its  rights  under this
         Agreement or any interest therein, without the prior written consent of
         Lender.

         SURVIVAL.  All  warranties,  representations,  and  covenants  made  by
         Borrower in this Agreement or in any  certificate  or other  instrument
         delivered  by  Borrower  to  Lender  under  this  Agreement   shall  be
         considered  to have been  relied  upon by Lender and will  survive  the
         making of the Loan and  delivery  to Lender of the  Related  Documents,
         regardless of any investigation made by Lender or on Lender's behalf.

         TIME IS OF THE ESSENCE.  Time is of the essence in the  performance  of
         this Agreement.

         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  Borrower,  or  between  Lender  and  any  Grantor,   shall
         constitute a waiver of any of Lender's  rights or of any obligations of
         Borrower or of any Grantor as to any future transactions.  Whenever the
         consent of Lender is required  under this  Agreement,  the  granting of
         such consent by Lender in any instance shall not constitute  continuing
         consent in subsequent instances where such consent is required,  and in
         all  cases  such  consent  may be  granted  or  withheld  in  the  sole
         discretion of Lender.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT,  AND  BORROWER  AGREES TO ITS TERMS.  THIS  AGREEMENT  IS DATED AS OF
12-23-98.

THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By: /S/ JOSEPH GIORDANO, JR.     (SEAL)      By: /S/ CHARLES J. LONG, JR. (SEAL)
    -----------------------------                -------------------------------
    Joseph Giordano, Jr., President              Charles J. Long, Jr., Secretary
                                                                      /Treasurer

ATTEST:


/S/ CHARLES J. LONG, JR.                                      (Corporate Seal)
--------------------------------------
Secretary or Assistant Secretary

LENDER:

FIRST WESTERN BANK, NATIONAL ASSOCIATION

By: /S/ JOHN D. KLINE
    -----------------------------------
      Authorized Officer


<PAGE>




                          COMMERCIAL SECURITY AGREEMENT
================================================================================
<TABLE>
<CAPTION>

PrincipalLoan Date    Loan Date     Maturity     Loan No.     Call     Collateral    Account    Officer     Initials
<S>                   <C>           <C>          <C>          <C>      <C>           <C>        <C>         <C>

$1,350,000.00                       01-01-2006   1100021329   410      27                       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:  FIRST WESTERN BANK, NATIONAL
          Equipment Corp.                        ASSOC
          R.D. #3, Box 7A                        COMMERCIAL LOAN DEPARTMENT
          PO Box 5311                            101 EAST WASHINGTON STREET
          New Castle, PA 16105                   NEW CASTLE, PA  16101
--------------------------------------------------------------------------------

THIS  COMMERCIAL  SECURITY  AGREEMENT  IS  ENTERED  INTO  BETWEEN  INTERNATIONAL
PLASTICS AND EQUIPMENT CORP. (REFERRED TO BELOW AS "GRANTOR"); AND FIRST WESTERN
BANK,  NATIONAL  ASSOCIATION  (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  word  "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, CHATTEL PAPER, ACCOUNTS, EQUIPMENT, GENERAL
                  INTANGIBLES AND FIXTURES

         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.

         Fixtures are and will be located on the following described real
         estate:

                  PARCEL E AND E-1,  NORTH GATE  CIRCLE,  NORTH GATE  INDUSTRIAL
                  PARK,  NESHANNOCK  TOWNSHIP,   LAWRENCE  COUNTY,  NEW  CASTLE,
                  PENNSYLVANIA.

         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  statue of  limitations;  and  whether  such
         indebtedness may be or hereafter may become otherwise unenforceable.

         LENDER.   The  word  "Lender"   means  FIRST  WESTERN  BANK,   NATIONAL
         ASSOCIATION, its successors and assigns.

         NOTE.  The  word  "Note"  means  the  note or  credit  agreement  dated
         12-23-98,  in the principal amount of $1,350,000.00  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 possessory 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 accounts held
jointly  with  someone  else and all  accounts  Grantor  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. 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


<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
LOAN NO. 1100021329                (CONTINUED)                            PAGE 2
================================================================================

         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  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.

         ENFORCEABILITY 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,  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.  Some or
         all of the  Collateral  may be located at the real  property  described
         above.  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;  or 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 any 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


<PAGE>



                          COMMERCIAL SECURITY AGREEMENT
LOAN NO. 1100021329                (CONTINUED)                            PAGE 3
================================================================================

         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
         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 Grantor has not committed to the
         repair or  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 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  reasonable care in the custody and  preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in 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  policy  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 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,  any  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


<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
LOAN NO. 1100021329                (CONTINUED)                            PAGE 4
================================================================================

         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 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 or any other 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 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



<PAGE>



                         COMMERCIAL SECURITY AGREEMENT
LOAN NO. 1100021329               (CONTINUED)                             PAGE 5
================================================================================

         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.

         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  responsible  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,  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 changes 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,  notice to any Grantor will  constitute
         notice to all Grantors.  For notice purposes,  Grantor will keep Lender
         informed at all times of 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,  owing 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  part  in any
         proceedings,  either  in its own  name or in the  name of  Grantor,  or
         otherwise,  which in the  discretion of Lender may seem to be necessary
         or advisable. This power is given as security for the Indebtedness, and
         the authority hereby conferred is and shall be irrecoverable  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  enforceability  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,
         successors,  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 os 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 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.

PROPERTY.  The term property as used above in the definition of collateral  does
not include hazardous substances or hazardous waste.

GRANTOR  ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT,  AND GRANTOR AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED 12/23/98.


THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GRANTOR:

International Plastics and Equipment Corp.

By:   /S/ JOSEPH GIORDANO, JR.    (SEAL)    By:  /S/ CHARLES L. LONG, JR. (SEAL)
    ------------------------------             ---------------------------------
    Joseph Giordano, Jr., President            Charles J. Long, Jr., Secretary/
                                                                       Treasurer

ATTEST:

    /S/ CHARLES L. LONG JR.
-------------------------------------
 Secretary or Assistant Secretary                  (CORPORATE SEAL)

================================================================================



<PAGE>



                   SCHEDULE OF COMMERCIAL SECURITY AGREEMENTS


LOAN NO.         PRINCIPAL         COLLATERAL
                 AMOUNT
1100021361       $900,000          All equipment, together with the following
                                   specifically described property:  Five (5)
                                   Sardetto Injection Molding Machines Model
                                   Series Eight Advantage 225/1334,25:1 Mixing
                                   Screw with SEF 100 Controller

1100021353       $900,000          All equipment, together with the following
                                   specifically described property:  Five (5)
                                   Sardetto Injection Molding Machines Model
                                   Series Eight Advantage 225/1334, 25:1 mixing
                                   screw with SEF 100 Controller

1100021337       $2,500,000        All inventory, chattel paper, accounts,
                                   equipment, general intangibles and fixtures
                                   located at Parcel E and E-1, North Gate
                                   Circle, North Gate Industrial Park,
                                   Neshannock Township, Lawrence County, New
                                   Castle, Pennsylvania



<PAGE>



                             SUBORDINATION AGREEMENT
================================================================================

Borrower: International Plastics and     Lender:  FIRST WESTERN BANK, NATIONAL
          Equipment Copr.                         ASSOC
          R.D. #3, Box 7A                         COMMERCIAL LOAN DEPARTMENT
          PO Box 5311                             101 EAST WASHINGTON STREET
          New Castle, PA 16105                    NEW CASTLE, PA  16101

Creditor: Joseph Giordano, Jr.
          R.R. #1, Box 610, Phillips School Road
          New Wilmington, PA  16142
--------------------------------------------------------------------------------


THIS SUBORDINATION  AGREEMENT IS ENTERED INTO AMONG  INTERNATIONAL  PLASTICS AND
EQUIPMENT CORP.  ("BORROWER"),  WHOSE ADDRESS IS R.D. #3, BOX 7A, P.O. BOX 5311,
NEW CASTLE, PA 16105; FIRST WESTERN BANK, NATIONAL ASSOCIATION ("LENDER"), WHOSE
ADDRESS  IS 101 EAST  WASHINGTON  STREET,  NEW  CASTLE,  PA  16101;  AND  JOSEPH
GIORDANO,  JR. ("CREDITOR"),  WHOSE ADDRESS IS R.R. #1, BOX 610, PHILLIPS SCHOOL
ROAD, NEW WILMINGTON, PA 16142. As of this date, 12-23-98,  Borrower is indebted
to Creditor in the  AGGREGATE  AMOUNT OF ONE MILLION  THREE  HUNDRED  THOUSAND &
00/100 Dollars  ($1,300,000.00).  This amount is the total indebtedness of every
kind from  Borrower  to  Creditor.  Borrower  and  Creditor  each want Lender to
provide  financial  accommodations  to Borrower in the form of (a) new credit or
loan advances,  (b) an extension of time to pay or other  compromises  regarding
all or part of Borrower's present  indebtedness to Lender, or (c) other benefits
to Borrower. Borrower and Creditor each represent and acknowledge to Lender that
Creditor will benefit as a result of these financial  accommodations from Lender
to Borrower,  and Creditor  acknowledges  receipt of valuable  consideration for
entering into this Agreement.  BASED ON THE  REPRESENTATIONS AND ACKNOWLEDGMENTS
CONTAINED IN THIS AGREEMENT, CREDITOR AND BORROWER AGREE WITH LENDER AS FOLLOWS:

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 Subordination Agreement, as
         the  Subordination  Agreement  may be amended or modified  from time to
         time,  together  with  all  exhibits  and  schedules  attached  to this
         Subordination Agreement from time to time.

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

         CREDITOR. The word "Creditor" means Joseph Giordano, Jr..

         LENDER.   The  word  "Lender"   means  FIRST  WESTERN  BANK,   NATIONAL
         ASSOCIATION, its successors and assigns.

         SECURITY  INTEREST.  The words  "Security  Interest"  mean and  include
         without limitation any type of collateral security, whether in the form
         of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
         mortgage,  chattel trust,  factor's lien, equipment trust,  conditional
         sale,  trust  receipt,  lien or  title  retention  contract,  lease  or
         consignment  intended as a security  device,  or any other  security or
         lien  interest  whatsoever,   whether  created  by  law,  contract,  or
         otherwise.

         SUBORDINATED INDEBTEDNESS.  The words "Subordinated  Indebtedness" mean
         and include  without  limitation  all present and future  indebtedness,
         obligations, liabilities, claims, rights, and demands of any kind which
         may be now or  hereafter  owing from  BORROWER  TO  CREDITOR.  The term
         "Subordinated  Indebtedness" is used in its broadest sense and includes
         without  limitation  all  principal,   all  interest,   all  costs  and
         attorneys' fees, all sums paid for the purpose of protecting the rights
         of a holder of security  (such as a secured  party paying for insurance
         on collateral if the owner fails to do so), all contingent  obligations
         of Borrower (such as a guaranty), and all other obligations, secured or
         unsecured, of any nature whatsoever.

         SUPERIOR  INDEBTEDNESS.  The  words  "Superior  Indebtedness"  mean and
         include  without  limitation  all  present  and  future   indebtedness,
         obligations, liabilities, claims, rights, and demands of any kind which
         may be now or  hereafter  owing  from  BORROWER  TO  LENDER.  The  term
         "Superior  Indebtedness"  is used in its  broadest  sense and  includes
         without  limitation  all  principal,   all  interest,   all  costs  and
         attorneys'  fees, all sums paid for the purpose of protecting  Lender's
         rights in security  (such as paying for  insurance on collateral if the
         owner fails to do so), all contingent  obligations of Borrower (such as
         a guaranty),  all obligations  arising by reason of Borrower's accounts
         with Lender (such as an overdraft on a checking account), and all other
         obligations of Borrower to Lender, secured or unsecured,  of any nature
         whatsoever.

SUBORDINATION.  ALL  SUBORDINATED  INDEBTEDNESS  OF  BORROWER TO CREDITOR IS AND
SHALL BE SUBORDINATED  IN ALL RESPECTS TO ALL SUPERIOR  INDEBTEDNESS OF BORROWER
TO  LENDER.  If  Creditor  holds one or more  Security  Interests,  whether  now
existing or hereafter  acquired,  in any of Borrower's real property or personal
property,  Creditor also subordinates all its Security Interests to all Security
Interests held by Lender,  whether the Lender's  Security  Interest or Interests
exist now or are acquired later.

PAYMENTS TO CREDITOR.  Borrower will not make and Creditor  will not accept,  at
any time while any Superior  Indebtedness is owing to Lender,  (a) any PRINCIPAL
payment  upon any  Subordinated  Indebtedness,  (b) any  advance,  transfer,  or
assignment of assets to Creditor in any form whatsoever that would reduce at any
time or in any way the amount of Subordinated Indebtedness,  or (c) any transfer
of any  assets  as  security  for the  Subordinated  Indebtedness,  except  upon
Lender's prior written consent.  INTEREST PAYMENTS ARE LIMITED AS PER COMMITMENT
LETTER DATED 12-14-98.

In the event of any distribution,  division, or application,  whether partial or
complete,  voluntary or involuntary, by operation of law or otherwise, of all or
any part of Borrower's assets, or the proceeds of Borrower's assets, in whatever
form, to creditors of Borrower or upon any indebtedness of Borrower,  whether by
reason of the liquidation,  dissolution or other  winding-up of Borrower,  or by
reason  of  any  execution  sale,   receivership,   insolvency,   or  bankruptcy
proceeding,   assignment   for  the  benefit  of  creditors,   proceedings   for
reorganization,  or readjustment of Borrower or Borrower's properties,  then and
in such event,  (a) the Superior  Indebtedness  shall be paid in full before any
payment is made upon the  Subordinated  Indebtedness,  and (b) all  payments and
distributions,  of any kind or  character  and  whether  in cash,  property,  or
securities,  which  shall be  payable or  deliverable  upon or in respect of the
Subordinated  Indebtedness  shall be paid or  delivered  directly  to Lender for
application  in payment of the  amounts  then due on the  Superior  Indebtedness
until the Superior Indebtedness shall been paid in full.

In order that Lender may establish its right to prove claims and recover for its
own account  dividends  based on the  Subordinated  Indebtedness,  Creditor does
hereby  assign all its right,  title,  and  interest  in such  claims to Lender.
Creditor further agrees to supply such information and evidence,  provide access
to and copies of such of Creditor's  records as may pertain to the  Subordinated
Indebtedness,  and  execute  such  instruments  as may be  required by Lender to
enable Lender to enforce all such claims and collect all dividends, payments, or
other disbursements made thereon in whatever form the same may be paid or issued
and to apply the same on account of the Superior Indebtedness.

Should any payment,  distribution,  security, or proceeds thereof be received by
Creditor at any time on the Subordinated Indebtedness contrary to the


<PAGE>



                             SUBORDINATION AGREEMENT
                                   (CONTINUED)                            PAGE 2
================================================================================

terms of this Agreement, Creditor immediately will deliver the same to Lender in
precisely  the form  received  (except  for the  endorsement  or  assignment  of
Creditor  where  necessary),  for  application  on or  to  secure  the  Superior
Indebtedness,  whether  it is due or not due,  and until so  delivered  the same
shall be held in trust by Creditor as property of Lender.  In the event Creditor
fails to make any such endorsement or assignment, Lender, or any of its officers
on behalf of Lender,  is hereby  irrevocably  authorized by Creditor to make the
same.

CREDITOR'S NOTES. Creditor agrees to deliver to Lender, at Lender's request, all
notes  of  Borrower  to  Creditor,   or  other  evidence  of  the   Subordinated
Indebtedness,  now held or hereafter  acquire by Creditor,  while this Agreement
remains in effect. At Lender's  request,  Borrower also will execute and deliver
to  Creditor  a  promissory  note  evidencing  any book  account or claim now or
hereafter  owed by Borrower to  Creditor,  which note also shall be delivered by
Creditor to Lender.  Creditor  agrees not to sell,  assign,  pledge or otherwise
transfer any of such notes  except  subject to all the terms and  conditions  of
this Agreement.

CREDITOR'S  REPRESENTATIONS AND WARRANTIES.  Creditor represents and warrants to
Lender that: (a) no  representations or agreements of any kind have been made to
Creditor  which would  limit or qualify in any way the terms of this  Agreement;
(b) this  Agreement is executed at Borrower's  request and not at the request of
Lender;   (c)  Lender  has  made  no   representation  to  Creditor  as  to  the
creditworthiness of Borrower; and (d) Creditor has established adequate means of
obtaining from Borrower on a continuing basis information  regarding  Borrower's
financial condition. Creditor agrees to keep adequately informed from such means
of any facts,  events, or circumstances which might in any way affect Creditor's
risks under this Agreement,  and Creditor  further agrees that Lender shall have
no obligation to disclose to Creditor information or material acquired by Lender
in the course of its relationship with Borrower.

CREDITOR'S  WAIVERS.  Creditor waives any right to require Lender:  (a) to make,
extend,  renew,  or modify any loan to Borrower or to grant any other  financial
accommodations  to Borrower  whatsoever;  (b) to make any presentment,  protest,
demand,  or notice  of any  kind,  including  notice  of any  nonpayment  of the
Superior Indebtedness or of any nonpayment related to any Security Interests, or
notice of any action or nonaction on the part of Borrower,  Lender,  any surety,
endorser, or other guarantor in connection with the Superior Indebtedness, or in
connection with the creation of new or additional Superior Indebtedness;  (c) to
resort  for  payment or to  proceed  directly  or at once  against  any  person,
including  Borrower;  (d) to proceed  directly  against or exhaust any  Security
Interests  held by  Lender  from  Borrower,  any other  guarantor,  or any other
person; (e) to give notice of the 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, at any time, with respect to any matter whatsoever.

LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to the
Superior  Indebtedness or any Security  Interests for the Superior  Indebtedness
without  affecting  whatsoever any of Lender's rights under this  Agreement.  In
particular,  without  limitation,  Lender  may,  without  notice  of any kind to
Creditor,  (a)  make  one or more  additional  secured  or  unsecured  loans  to
Borrower;  (b) repeatedly  alter,  compromise,  renew,  extend,  accelerate,  or
otherwise   change  the  time  for  payment  or  other  terms  of  the  Superior
Indebtedness or any part thereof,  including increases and decreases of the rate
of interest on the Superior Indebtedness;  extensions may be repeated and may be
for longer than the original loan term; (c) take and hold Security Interests for
the payment of the Superior  Indebtedness,  and exchange,  enforce,  waive,  and
release any such Security  Interests,  with or without the  substitution  of new
collateral;  (d) release,  substitute,  agree not to sue, or deal with an one or
more of  Borrower's  sureties,  endorsers,  or guarantors on any terms or manner
Lender  chooses;  (e) determine  how, when and what  application of payments and
credits, shall be made on the Superior Indebtedness; (f) apply such security and
direct  the order or manner of sale  thereof,  as Lender in its  discretion  may
determine; and (g) assign this Agreement in whole or in part.

DEFAULT BY BORROWER.  If Borrower becomes insolvent or bankrupt,  this Agreement
shall   remain  in  full  force  and  effect.   In  the  event  of  a  corporate
reorganization or corporate  arrangement of Borrower under the provisions of the
Bankruptcy  Code,  as amended,  this  Agreement  shall  remain in full force and
effect and the court having jurisdiction over the reorganization or arrangement.
Any default by Borrower under the terms of the  Subordinated  Indebtedness  also
shall be a default under the terms of the Superior Indebtedness to Lender.

DURATION  AND  TERMINATION.  This  Agreement  will take effect when  received by
Lender,  without  the  necessity  of any  acceptance  by  Lender,  in writing or
otherwise,  and will remain in full force and effect until Creditor shall notify
Lender in writing at the address  shown above to the  contrary.  Any such notice
shall not affect the Superior  Indebtedness  owed Lender by Borrower at the time
of such notice,  nor shall such notice affect Superior  Indebtedness  thereafter
granted in  compliance  with a  commitment  made by Lender to Borrower  prior to
receipt  of such  notice,  nor shall  such  notice  affect  any  renewals  of or
substitutions  for  any  of  the  foregoing.   Such  notice  shall  affect  only
indebtedness  of Borrower to Lender arising after receipt of such notice and not
arising from  financial  assistance  granted by Lender to Borrower in compliance
with  Lender's  obligations  under a  commitment.  Any notes  lodged with Lender
pursuant to the section  titled  "Creditor's  Notes"  above need not be returned
until this Agreement has no further force or effect.

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

         APPLICABLE  LAW.  This  Agreement  has been  delivered  to  Lender  and
         accepted by Lender in the Commonwealth of  Pennsylvania.  If there is a
         lawsuit, Creditor and Borrower agree upon Lender's request to submit to
         the  jurisdiction  of the courts of Lawrence  County,  Commonwealth  of
         Pennsylvania.  Lender,  Creditor and Borrower hereby waive the right to
         any jury trial in any action,  proceeding,  or counterclaim  brought by
         either Lender,  Creditor or Borrower against the other.  This Agreement
         shall be governed by and construed in  accordance  with the laws of the
         Commonwealth of Pennsylvania.  No provision contained in this Agreement
         shall be construed  (a) as requiring  Lender to grant to Borrower or to
         Creditor any financial  assistance or other  accommodations,  or (b) as
         limiting  or  precluding  Lender  from the  exercise  of  Lender's  own
         judgment and  discretion  about  amounts and times of payment in making
         loans or extending accommodations to Borrower.

         AMENDMENTS.  This Agreement  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 made in writing and signed by Lender, Borrower, and Creditor.

         ATTORNEYS'  FEES;  EXPENSES.  Creditor and  Borrower  agree 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 Creditor and Borrower 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. Creditor and Borrower also shall pay all court costs and such
         additional fees as may be directed by the court.

         SUCCESSORS.  The  Agreement  shall  extend  to and bind the  respective
         heirs, personal representatives,  successors and assigns of the parties
         to  this  Agreement,   and  the  covenants  of  Borrower  and  Creditor
         respecting  subordination of the Subordinated  Indebtedness in favor of
         Lender shall extend to,  include,  and be enforceable by any transferee
         or  endorsee  to whom Lender may  transfer  any or all of the  Superior
         Indebtedness.

         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  constitute a waiver of any of Lender's rights or
         of  any  of  Creditor's  obligations  as to  any  future  transactions.
         Whenever the consent of Lender is required  under this  Agreement,  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.



<PAGE>
                             SUBORDINATION AGREEMENT
                                   (CONTINUED)                            PAGE 3
================================================================================

BORROWER  AND  CREDITOR  ACKNOWLEDGE  HAVING  READ  ALL THE  PROVISIONS  OF THIS
SUBORDINATION  AGREEMENT,  AND BORROWER AND  CREDITOR  AGREE TO ITS TERMS.  THIS
AGREEMENT IS DATED AS OF 12/23/98.

THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By: /S/ JOSEPH GIODANO, JR.   (SEAL)         By: CHARLES J. LONG, JR.     (SEAL)
    -------------------------                    -------------------------
    Joseph Giordano, Jr., President              Charles J. Long, Jr., Secretary
                                                                      /Treasurer

ATTEST:

CHARLES J. LONG, JR.                                 (Corporate Seal)
--------------------------------
Secretary or Assistant Secretary

CREDITOR:

Joseph Giordano, Jr.

By: /S/ JOSEPH GIORDANO, JR.     (SEAL)
    ----------------------------




<PAGE>



                             SUBORDINATION AGREEMENT
================================================================================

Borrower: International Plastics and      Lender:  FIRST WESTERN BANK, NATIONAL
          Equipment Corp.                          ASSOC
          R.D. #3, Box 7A                          COMMERCIAL LOAN DEPARTMENT
          PO Box 5311                              101 EAST WASHINGTON STREET
          New Castle, PA 16105                     NEW CASTLE, PA  16101

Creditor: Charles J. Long, Jr.
          R.R. #4, Box 62A
          New Castle, PA  16101
--------------------------------------------------------------------------------

THIS SUBORDINATION  AGREEMENT IS ENTERED INTO AMONG  INTERNATIONAL  PLASTICS AND
EQUIPMENT CORP.  ("BORROWER"),  WHOSE ADDRESS IS R.D. #3, BOX 7A, P.O. BOX 5311,
NEW CASTLE, PA 16105; FIRST WESTERN BANK, NATIONAL ASSOCIATION ("LENDER"), WHOSE
ADDRESS  IS 101 EAST  WASHINGTON  STREET,  NEW  CASTLE,  PA  16101;  and  Joseph
Giordano,  Jr. ("Creditor"),  whose address is R.R. #1, Box 610, Phillips School
Road, New Wilmington, PA 16142. As of this date, 12-23-98,  Borrower is indebted
to Creditor in the  AGGREGATE  AMOUNT OF ONE MILLION  THREE  HUNDRED  THOUSAND &
00/100 Dollars  ($1,300,000.00).  This amount is the total indebtedness of every
kind from  Borrower  to  Creditor.  Borrower  and  Creditor  each want Lender to
provide  financial  accommodations  to Borrower in the form of (a) new credit or
loan advances,  (b) an extension of time to pay or other  compromises  regarding
all or part of Borrower's present  indebtedness to Lender, or (c) other benefits
to Borrower. Borrower and Creditor each represent and acknowledge to Lender that
Creditor will benefit as a result of these financial  accommodations from Lender
to Borrower,  and Creditor  acknowledges  receipt of valuable  consideration for
entering into this Agreement.  BASED ON THE  REPRESENTATIONS AND ACKNOWLEDGMENTS
CONTAINED IN THIS AGREEMENT, CREDITOR AND BORROWER AGREE WITH LENDER AS FOLLOWS:

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 Subordination Agreement, as
         the  Subordination  Agreement  may be amended or modified  from time to
         time,  together  with  all  exhibits  and  schedules  attached  to this
         Subordination Agreement from time to time.

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

         CREDITOR.  The word "Creditor" means Joseph Giordano, Jr..

         LENDER.   The  word  "Lender"   means  FIRST  WESTERN  BANK,   NATIONAL
         ASSOCIATION, its successors and assigns.

         SECURITY  INTEREST.  The words  "Security  Interest"  mean and  include
         without limitation any type of collateral security, whether in the form
         of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
         mortgage,  chattel trust,  factor's lien, equipment trust,  conditional
         sale,  trust  receipt,  lien or  title  retention  contract,  lease  or
         consignment  intended as a security  device,  or any other  security or
         lien  interest  whatsoever,   whether  created  by  law,  contract,  or
         otherwise.

         SUBORDINATED INDEBTEDNESS.  The words "Subordinated  Indebtedness" mean
         and include  without  limitation  all present and future  indebtedness,
         obligations, liabilities, claims, rights, and demands of any kind which
         may be now or  hereafter  owing from  BORROWER  TO  CREDITOR.  The term
         "Subordinated  Indebtedness" is used in its broadest sense and includes
         without  limitation  all  principal,   all  interest,   all  costs  and
         attorneys' fees, all sums paid for the purpose of protecting the rights
         of a holder of security  (such as a secured  party paying for insurance
         on collateral if the owner fails to do so), all contingent  obligations
         of Borrower (such as a guaranty), and all other obligations, secured or
         unsecured, of any nature whatsoever.

         SUPERIOR  INDEBTEDNESS.  The  words  "Superior  Indebtedness"  mean and
         include  without  limitation  all  present  and  future   indebtedness,
         obligations, liabilities, claims, rights, and demands of any kind which
         may be now or  hereafter  owing  from  BORROWER  TO  LENDER.  The  term
         "Superior  Indebtedness"  is used in its  broadest  sense and  includes
         without  limitation  all  principal,   all  interest,   all  costs  and
         attorneys'  fees, all sums paid for the purpose of protecting  Lender's
         rights in security  (such as paying for  insurance on collateral if the
         owner fails to do so), all contingent  obligations of Borrower (such as
         a guaranty),  all obligations  arising by reason of Borrower's accounts
         with Lender (such as an overdraft on a checking account), and all other
         obligations of Borrower to Lender, secured or unsecured,  of any nature
         whatsoever.

SUBORDINATION.  ALL  SUBORDINATED  INDEBTEDNESS  OF  BORROWER TO CREDITOR IS AND
SHALL BE SUBORDINATED  IN ALL RESPECTS TO ALL SUPERIOR  INDEBTEDNESS OF BORROWER
TO  LENDER.  If  Creditor  holds one or more  Security  Interests,  whether  now
existing or hereafter  acquired,  in any of Borrower's real property or personal
property,  Creditor also subordinates all its Security Interests to all Security
Interests held by Lender,  whether the Lender's  Security  Interest or Interests
exist now or are acquired later.

PAYMENTS TO CREDITOR.  Borrower will not make and Creditor  will not accept,  at
any time while any Superior  Indebtedness is owing to Lender,  (a) any PRINCIPAL
payment  upon any  Subordinated  Indebtedness,  (b) any  advance,  transfer,  or
assignment of assets to Creditor in any form whatsoever that would reduce at any
time or in any way the amount of Subordinated Indebtedness,  or (c) any transfer
of any  assets  as  security  for the  Subordinated  Indebtedness,  except  upon
Lender's prior written consent.  INTEREST PAYMENTS ARE LIMITED AS PER COMMITMENT
LETTER DATED 12-14-98.

In the event of any distribution,  division, or application,  whether partial or
complete,  voluntary or involuntary, by operation of law or otherwise, of all or
any part of Borrower's assets, or the proceeds of Borrower's assets, in whatever
form, to creditors of Borrower or upon any indebtedness of Borrower,  whether by
reason of the liquidation,  dissolution or other  winding-up of Borrower,  or by
reason  of  any  execution  sale,   receivership,   insolvency,   or  bankruptcy
proceeding,   assignment   for  the  benefit  of  creditors,   proceedings   for
reorganization,  or readjustment of Borrower or Borrower's properties,  then and
in such event,  (a) the Superior  Indebtedness  shall be paid in full before any
payment is made upon the  Subordinated  Indebtedness,  and (b) all  payments and
distributions,  of any kind or  character  and  whether  in cash,  property,  or
securities,  which  shall be  payable or  deliverable  upon or in respect of the
Subordinated  Indebtedness  shall be paid or  delivered  directly  to Lender for
application  in payment of the  amounts  then due on the  Superior  Indebtedness
until the Superior Indebtedness shall been paid in full.

In order that Lender may establish its right to prove claims and recover for its
own account  dividends  based on the  Subordinated  Indebtedness,  Creditor does
hereby  assign all its right,  title,  and  interest  in such  claims to Lender.
Creditor further agrees to supply such information and evidence,  provide access
to and copies of such of Creditor's  records as may pertain to the  Subordinated
Indebtedness,  and  execute  such  instruments  as may be  required by Lender to
enable Lender to enforce all such claims and collect all dividends, payments, or
other disbursements made thereon in whatever form the same may be paid or issued
and to apply the same on account of the Superior Indebtedness.

Should any payment,  distribution,  security, or proceeds thereof be received by
Creditor at any time on the Subordinated Indebtedness contrary to the


<PAGE>
                             SUBORDINATION AGREEMENT
                                  (CONTINUED)                             PAGE 2
================================================================================

terms of this Agreement, Creditor immediately will deliver the same to Lender in
precisely  the form  received  (except  for the  endorsement  or  assignment  of
Creditor  where  necessary),  for  application  on or  to  secure  the  Superior
Indebtedness,  whether  it is due or not due,  and until so  delivered  the same
shall be held in trust by Creditor as property of Lender.  In the event Creditor
fails to make any such endorsement or assignment, Lender, or any of its officers
on behalf of Lender,  is hereby  irrevocably  authorized by Creditor to make the
same.

CREDITOR'S NOTES. Creditor agrees to deliver to Lender, at Lender's request, all
notes  of  Borrower  to  Creditor,   or  other  evidence  of  the   Subordinated
Indebtedness,  now held or hereafter  acquire by Creditor,  while this Agreement
remains in effect. At Lender's  request,  Borrower also will execute and deliver
to  Creditor  a  promissory  note  evidencing  any book  account or claim now or
hereafter  owed by Borrower to  Creditor,  which note also shall be delivered by
Creditor to Lender.  Creditor  agrees not to sell,  assign,  pledge or otherwise
transfer any of such notes  except  subject to all the terms and  conditions  of
this Agreement.

CREDITOR'S  REPRESENTATIONS AND WARRANTIES.  Creditor represents and warrants to
Lender that: (a) no  representations or agreements of any kind have been made to
Creditor  which would  limit or qualify in any way the terms of this  Agreement;
(b) this  Agreement is executed at Borrower's  request and not at the request of
Lender;   (c)  Lender  has  made  no   representation  to  Creditor  as  to  the
creditworthiness of Borrower; and (d) Creditor has established adequate means of
obtaining from Borrower on a continuing basis information  regarding  Borrower's
financial condition. Creditor agrees to keep adequately informed from such means
of any facts,  events, or circumstances which might in any way affect Creditor's
risks under this Agreement,  and Creditor  further agrees that Lender shall have
no obligation to disclose to Creditor information or material acquired by Lender
in the course of its relationship with Borrower.

CREDITOR'S  WAIVERS.  Creditor waives any right to require Lender:  (a) to make,
extend,  renew,  or modify any loan to Borrower or to grant any other  financial
accommodations  to Borrower  whatsoever;  (b) to make any presentment,  protest,
demand,  or notice  of any  kind,  including  notice  of any  nonpayment  of the
Superior Indebtedness or of any nonpayment related to any Security Interests, or
notice of any action or nonaction on the part of Borrower,  Lender,  any surety,
endorser, or other guarantor in connection with the Superior Indebtedness, or in
connection with the creation of new or additional Superior Indebtedness;  (c) to
resort  for  payment or to  proceed  directly  or at once  against  any  person,
including  Borrower;  (d) to proceed  directly  against or exhaust any  Security
Interests  held by  Lender  from  Borrower,  any other  guarantor,  or any other
person; (e) to give notice of the 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, at any time, with respect to any matter whatsoever.

LENDER'S RIGHTS. Lender may take or omit any and all actions with respect to the
Superior  Indebtedness or any Security  Interests for the Superior  Indebtedness
without  affecting  whatsoever any of Lender's rights under this  Agreement.  In
particular,  without  limitation,  Lender  may,  without  notice  of any kind to
Creditor,  (a)  make  one or more  additional  secured  or  unsecured  loans  to
Borrower;  (b) repeatedly  alter,  compromise,  renew,  extend,  accelerate,  or
otherwise   change  the  time  for  payment  or  other  terms  of  the  Superior
Indebtedness or any part thereof,  including increases and decreases of the rate
of interest on the Superior Indebtedness;  extensions may be repeated and may be
for longer than the original loan term; (c) take and hold Security Interests for
the payment of the Superior  Indebtedness,  and exchange,  enforce,  waive,  and
release any such Security  Interests,  with or without the  substitution  of new
collateral;  (d) release,  substitute,  agree not to sue, or deal with an one or
more of  Borrower's  sureties,  endorsers,  or guarantors on any terms or manner
Lender  chooses;  (e) determine  how, when and what  application of payments and
credits, shall be made on the Superior Indebtedness; (f) apply such security and
direct  the order or manner of sale  thereof,  as Lender in its  discretion  may
determine; and (g) assign this Agreement in whole or in part.

DEFAULT BY BORROWER.  If Borrower becomes insolvent or bankrupt,  this Agreement
shall   remain  in  full  force  and  effect.   In  the  event  of  a  corporate
reorganization or corporate  arrangement of Borrower under the provisions of the
Bankruptcy  Code,  as amended,  this  Agreement  shall  remain in full force and
effect and the court having jurisdiction over the reorganization or arrangement.
Any default by Borrower under the terms of the  Subordinated  Indebtedness  also
shall be a default under the terms of the Superior Indebtedness to Lender.

DURATION  AND  TERMINATION.  This  Agreement  will take effect when  received by
Lender,  without  the  necessity  of any  acceptance  by  Lender,  in writing or
otherwise,  and will remain in full force and effect until Creditor shall notify
Lender in writing at the address  shown above to the  contrary.  Any such notice
shall not affect the Superior  Indebtedness  owed Lender by Borrower at the time
of such notice,  nor shall such notice affect Superior  Indebtedness  thereafter
granted in  compliance  with a  commitment  made by Lender to Borrower  prior to
receipt  of such  notice,  nor shall  such  notice  affect  any  renewals  of or
substitutions  for  any  of  the  foregoing.   Such  notice  shall  affect  only
indebtedness  of Borrower to Lender arising after receipt of such notice and not
arising from  financial  assistance  granted by Lender to Borrower in compliance
with  Lender's  obligations  under a  commitment.  Any notes  lodged with Lender
pursuant to the section  titled  "Creditor's  Notes"  above need not be returned
until this Agreement has no further force or effect.

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

         APPLICABLE  LAW.  This  Agreement  has been  delivered  to  Lender  and
         accepted by Lender in the Commonwealth of  Pennsylvania.  If there is a
         lawsuit, Creditor and Borrower agree upon Lender's request to submit to
         the  jurisdiction  of the courts of Lawrence  County,  Commonwealth  of
         Pennsylvania.  Lender,  Creditor and Borrower hereby waive the right to
         any jury trial in any action,  proceeding,  or counterclaim  brought by
         either Lender,  Creditor or Borrower against the other.  This Agreement
         shall be governed by and construed in  accordance  with the laws of the
         Commonwealth of Pennsylvania.  No provision contained in this Agreement
         shall be construed  (a) as requiring  Lender to grant to Borrower or to
         Creditor any financial  assistance or other  accommodations,  or (b) as
         limiting  or  precluding  Lender  from the  exercise  of  Lender's  own
         judgment and  discretion  about  amounts and times of payment in making
         loans or extending accommodations to Borrower.

         AMENDMENTS.  This Agreement  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 made in writing and signed by Lender, Borrower, and Creditor.

         ATTORNEYS'  FEES;  EXPENSES.  Creditor and  Borrower  agree 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 Creditor and Borrower 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. Creditor and Borrower also shall pay all court costs and such
         additional fees as may be directed by the court.

         SUCCESSORS.  The  Agreement  shall  extend  to and bind the  respective
         heirs, personal representatives,  successors and assigns of the parties
         to  this  Agreement,   and  the  covenants  of  Borrower  and  Creditor
         respecting  subordination of the Subordinated  Indebtedness in favor of
         Lender shall extend to,  include,  and be enforceable by any transferee
         or  endorsee  to whom Lender may  transfer  any or all of the  Superior
         Indebtedness.

         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  constitute a waiver of any of Lender's rights or
         of  any  of  Creditor's  obligations  as to  any  future  transactions.
         Whenever the consent of Lender is required  under this  Agreement,  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.



<PAGE>



                             SUBORDINATION AGREEMENT
                                   (CONTINUED)                            PAGE 3
================================================================================

BORROWER  AND  CREDITOR  ACKNOWLEDGE  HAVING  READ  ALL THE  PROVISIONS  OF THIS
SUBORDINATION  AGREEMENT,  AND BORROWER AND  CREDITOR  AGREE TO ITS TERMS.  THIS
AGREEMENT IS DATED AS OF 12/23/98.

THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

BORROWER:

International Plastics and Equipment Corp.

By: /S/ JOSEPH GIODANO, JR.   (SEAL)      By: /s/ CHARLES J. LONG, JR.  (SEAL)
    -------------------------                 -------------------------
    Joseph Giordano, Jr., President           Charles J. Long, Jr., Secretary/
                                                                    Treasurer

ATTEST:

/s/ CHARLES J. LONG, JR.                                 (Corporate Seal)
--------------------------------
Secretary or Assistant Secretary

CREDITOR:

Charles J. Long, Jr.

By: /S/ CHARLES J. LONG, JR.     (SEAL)
    ----------------------------




<PAGE>



                               COMMERCIAL GUARANTY
================================================================================

Borrower: International Plastics and     Lender:  FIRST WESTERN BANK, NATIONAL
          Equipment Copr.                         ASSOC
          R.D. #3, Box 7A                         COMMERCIAL LOAN DEPARTMENT
          PO Box 5311                             101 EAST WASHINGTON STREET
          New Castle, PA 16105                    NEW CASTLE, PA  16101

Creditor: Joseph Giordano, Jr. and Beth Lynn Giordano
          R.R. #1, Box 610, Phillips School Road
          New Wilmington, PA  16142-9547
--------------------------------------------------------------------------------


AMOUNT OF GUARANTY. THE PRINCIPAL AMOUNT OF THIS GUARANTY IS EIGHT MILLION SEVEN
HUNDRED SEVENTY TWO THOUSAND & 00/100 DOLLARS ($8,772,000.00).

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 FIRST  WESTERN BANK,  NATIONAL  ASSOCIATION
("LENDER") OR ITS ORDER,  IN LEGAL TENDER OF THE UNITED  STATES OF AMERICA,  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.

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 12-23-98.

         INDEBTEDNESS. The word "Indebtedness" means the Note, including (a) all
         principal,  (b) all interest,  (c) all late charges,  (d) all loan fees
         and loan charges, and (e) all collection costs and expenses relating to
         the  Note or to any  collateral  for the  Note.  Collection  costs  and
         expenses include without limitation all of Lender's attorneys' fees and
         Lender's  legal  expenses,  whether  or not  suit  is  instituted,  and
         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.

         LENDER.   The  word  "Lender"   means  FIRST  WESTERN  BANK,   NATIONAL
         ASSOCIATION, its successors and assigns.

         NOTE.  The word "Note" means the  promissory  note or credit  agreement
         dated 12-23-98,  in the original principal amount of $7,398,000.00 from
         Borrower to Lender,  together  with all  renewals  of,  extensions  of,
         modifications of, refinancings of, consolidations of, and substitutions
         for the promissory note or 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.

MAXIMUM LIABILITY.  THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY SHALL
NOT  EXCEED AT ANY ONE TIME THE SUM OF THE  PRINCIPAL  AMOUNT OF  $8,772,000.00,
PLUS ALL INTEREST THEREON, PLUS ALL OF LENDER'S COSTS,  EXPENSES, AND ATTORNEYS'
FEES  INCURRED  IN  CONNECTION  WITH OR RELATING  TO (A) THE  COLLECTION  OF THE
INDEBTEDNESS, (B) THE COLLECTION AND SALE OF ANY COLLATERAL FOR THE INDEBTEDNESS
OR THIS  GUARANTY,  OR (C) THE  ENFORCEMENT OF THIS  GUARANTY.  ATTORNEYS'  FEES
INCLUDE, WITHOUT LIMITATION,  ATTORNEYS' FEES WHETHER OR NOT THERE IS A LAWSUIT,
AND IF THERE IS A LAWSUIT, ANY FEES AND COSTS FOR TRIAL AND APPEALS.

The above  limitation  on  liability is not a  restriction  on the amount of the
indebtedness  of Borrower to Lender  either in the aggregate or at any one time.
If  Lender  presently  holds  one or  more  guaranties,  or  hereafter  receives
additional guaranties from Guarantor,  the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below
to the contrary) affect or invalidate any such other  guaranties.  The liability
of Guarantor  will be the  aggregate  liability of Guarantor  under the terms of
this Guaranty and any such other unterminated guaranties.

NATURE OF GUARANTY.  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  within the limits set forth in
the preceding  section of this Guaranty.  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 this  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  shall have
been fully and finally paid and satisfied and all other obligations of Guarantor
under this  Guaranty  shall have been  performed  in full.  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.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, WITHOUT NOTICE
OR DEMAND AND WITHOUT LESSENING GUARANTOR'S LIABILITY UNDER THIS GUARANTY,  FROM
TIME TO TIME: (A) 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 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,


<PAGE>

                               COMMERCIAL GUARANTY
                                  (CONTINUED)                             PAGE 2
================================================================================

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  possessory
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 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  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.

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 REASONABLE 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


<PAGE>
                               COMMERCIAL GUARANTY
                                   (CONTINUED)                            PAGE 3
================================================================================

         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,
         and 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.
         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.

GUARANTOR(S)  FINANCIAL  STATEMENTS.   Guarantor(s)  continually  represent  and
warrant to Lender that each financial  statement of Guarantor supplied to Lender
does and will truly and completely disclose  Guarantor's  financial condition as
of the date of the statement,  and there has been no material  adverse change in
Guarantor's  financial  condition  subsequent  to the  date of the  most  recent
financial  statement  supplied  to  Lender  and  Guarantor(s)  has  no  material
contingent   obligations   except   disclosed  in  such  financial   statements.
Guarantor(s)  covenant  and agree with Lender that,  while this  Agreement is in
effect,  Guarantor(s) will furnish Lender with, as soon as available,  but in no
event  later  than  ninety  (90)  days  after  the  end  of  each  fiscal  year,
Guarantor(s)  personal  financial  statement and Federal Tax Return for the year
ended,  complied by a certified public  accountant  satisfactory to Lender.  All
financial reports required to be provided under this Agreement shall be prepared
in  accordance  with  general  accepted  accounting  principles,  applied  on  a
consistent basis, and certified by Guarantor(s) as being true and correct..

ADDITION TO GUARANTOR'S  WAIVERS.  Guarantor  hereby waives any claim,  right or
remedy which such Guarantor may now have or hereafter  acquire against  Borrower
that arises  hereunder  and/or from the performance by any Guarantor  hereunder,
including,  without  limitation,  any  claim,  remedy  or right of  subrogation,
reimbursement,  exoneration, contribution,  indemnification, or participation in
any claim,  right or remedy of Lender  against  Borrower or any  security  which
Lender now has or hereafter acquires, whether or not such claim, right or remedy
arises in equity, under contract, by statue, under common law or otherwise.

AGREEMENT TO LIMIT  GUARANTEE.  Joseph  Giordano,  Jr. and Beth Lynn  Giordano's
guarantee  excludes their interest in Valley View  Apaprtments.  Charles J. Long
and Cynthia L. Long's guarantee  excludes their interest in Hacker's,  Inc. said
guarantees  shall be released  upon  company  achieving a 1.30x or greater  debt
service   coverage  ratio,  a  minimum   tangible  net  worth,   including  debt
subordinated to Lender of $2,000,000.00  and a debt to worth plus sub-debt ratio
of 1.50 : 1.0 or less based upon fiscal  year end  certified  public  accountant
prepared financial  statements.  If any one of the aforementioned  covenants are
violated at any time while a loan balance to Borrower is still  outstanding with
Lender, said guarantees shall then be in full force and effect.

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  THE
INDEBTEDNESS  TOGETHER  WITH  INTEREST ON SUCH  AMOUNTS,  TOGETHER WITH COSTS OF
SUIT, AND REASONABLE  ATTORNEY'S COMMISSION 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 12/23/98.

THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GUARANTOR:



<PAGE>

                               COMMERCIAL GUARANTY
                                   (CONTINUED)                            PAGE 4
================================================================================


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

Signed, acknowledged and delivered in the presence of:

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

X
  -----------------------------------------



<PAGE>
                               COMMERCIAL GUARANTY
================================================================================

Borrower: International Plastics and    Lender:  FIRST WESTERN BANK, NATIONAL
          Equipment Corp.                        ASSOC
          R.D. #3, Box 7A                        COMMERCIAL LOAN DEPARTMENT
          PO Box 5311                            101 EAST WASHINGTON STREET
          New Castle, PA 16105                   NEW CASTLE, PA  16101

Creditor: Charles J. Long, Jr. and Cynthia L. Long
          R.R. #4, Box 62A
          New Castle, PA  16101
--------------------------------------------------------------------------------


AMOUNT OF GUARANTY. THE PRINCIPAL AMOUNT OF THIS GUARANTY IS EIGHT MILLION SEVEN
HUNDRED SEVENTY TWO THOUSAND & 00/100 DOLLARS ($8,772,000.00).

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 FIRST  WESTERN BANK,  NATIONAL  ASSOCIATION
("LENDER") OR ITS ORDER,  IN LEGAL TENDER OF THE UNITED  STATES OF AMERICA,  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.

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 12-23-98.

         INDEBTEDNESS. The word "Indebtedness" means the Note, including (a) all
         principal,  (b) all interest,  (c) all late charges,  (d) all loan fees
         and loan charges, and (e) all collection costs and expenses relating to
         the  Note or to any  collateral  for the  Note.  Collection  costs  and
         expenses include without limitation all of Lender's attorneys' fees and
         Lender's  legal  expenses,  whether  or not  suit  is  instituted,  and
         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.

         LENDER.   The  word  "Lender"   means  FIRST  WESTERN  BANK,   NATIONAL
         ASSOCIATION, its successors and assigns.

         NOTE.  The word "Note" means the  promissory  note or credit  agreement
         dated 12-23-98,  in the original principal amount of $7,398,000.00 from
         Borrower to Lender,  together  with all  renewals  of,  extensions  of,
         modifications of, refinancings of, consolidations of, and substitutions
         for the promissory note or 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.

MAXIMUM LIABILITY.  THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY SHALL
NOT  EXCEED AT ANY ONE TIME THE SUM OF THE  PRINCIPAL  AMOUNT OF  $8,772,000.00,
PLUS ALL INTEREST THEREON, PLUS ALL OF LENDER'S COSTS,  EXPENSES, AND ATTORNEYS'
FEES  INCURRED  IN  CONNECTION  WITH OR RELATING  TO (A) THE  COLLECTION  OF THE
INDEBTEDNESS, (B) THE COLLECTION AND SALE OF ANY COLLATERAL FOR THE INDEBTEDNESS
OR THIS  GUARANTY,  OR (C) THE  ENFORCEMENT OF THIS  GUARANTY.  ATTORNEYS'  FEES
INCLUDE, WITHOUT LIMITATION,  ATTORNEYS' FEES WHETHER OR NOT THERE IS A LAWSUIT,
AND IF THERE IS A LAWSUIT, ANY FEES AND COSTS FOR TRIAL AND APPEALS.

The above  limitation  on  liability is not a  restriction  on the amount of the
indebtedness  of Borrower to Lender  either in the aggregate or at any one time.
If  Lender  presently  holds  one or  more  guaranties,  or  hereafter  receives
additional guaranties from Guarantor,  the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below
to the contrary) affect or invalidate any such other  guaranties.  The liability
of Guarantor  will be the  aggregate  liability of Guarantor  under the terms of
this Guaranty and any such other unterminated guaranties.

NATURE OF GUARANTY.  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  within the limits set forth in
the preceding  section of this Guaranty.  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 this  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  shall have
been fully and finally paid and satisfied and all other obligations of Guarantor
under this  Guaranty  shall have been  performed  in full.  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.

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, WITHOUT NOTICE
OR DEMAND AND WITHOUT LESSENING GUARANTOR'S LIABILITY UNDER THIS GUARANTY,  FROM
TIME TO TIME: (A) 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 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,


<PAGE>
                               COMMERCIAL GUARANTY
                                   (CONTINUED)                            PAGE 2
================================================================================

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  possessory
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 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  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.

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 REASONABLE 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


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                               COMMERCIAL GUARANTY
                                   (CONTINUED)                            PAGE 3
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         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,
         and 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.
         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.

GUARANTOR(S)  FINANCIAL  STATEMENTS.   Guarantor(s)  continually  represent  and
warrant to Lender that each financial  statement of Guarantor supplied to Lender
does and will truly and completely disclose  Guarantor's  financial condition as
of the date of the statement,  and there has been no material  adverse change in
Guarantor's  financial  condition  subsequent  to the  date of the  most  recent
financial  statement  supplied  to  Lender  and  Guarantor(s)  has  no  material
contingent   obligations   except   disclosed  in  such  financial   statements.
Guarantor(s)  covenant  and agree with Lender that,  while this  Agreement is in
effect,  Guarantor(s) will furnish Lender with, as soon as available,  but in no
event  later  than  ninety  (90)  days  after  the  end  of  each  fiscal  year,
Guarantor(s)  personal  financial  statement and Federal Tax Return for the year
ended,  complied by a certified public  accountant  satisfactory to Lender.  All
financial reports required to be provided under this Agreement shall be prepared
in  accordance  with  general  accepted  accounting  principles,  applied  on  a
consistent basis, and certified by Guarantor(s) as being true and correct..

ADDITION TO GUARANTOR'S  WAIVERS.  Guarantor  hereby waives any claim,  right or
remedy which such Guarantor may now have or hereafter  acquire against  Borrower
that arises  hereunder  and/or from the performance by any Guarantor  hereunder,
including,  without  limitation,  any  claim,  remedy  or right of  subrogation,
reimbursement,  exoneration, contribution,  indemnification, or participation in
any claim,  right or remedy of Lender  against  Borrower or any  security  which
Lender now has or hereafter acquires, whether or not such claim, right or remedy
arises in equity, under contract, by statue, under common law or otherwise.

AGREEMENT TO LIMIT  GUARANTEE.  Joseph  Giordano,  Jr. and Beth Lynn  Giordano's
guarantee  excludes their interest in Valley View  Apaprtments.  Charles J. Long
and Cynthia L. Long's guarantee  excludes their interest in Hacker's,  Inc. said
guarantees  shall be released  upon  company  achieving a 1.30x or greater  debt
service   coverage  ratio,  a  minimum   tangible  net  worth,   including  debt
subordinated to Lender of $2,000,000.00  and a debt to worth plus sub-debt ratio
of 1.50 : 1.0 or less based upon fiscal  year end  certified  public  accountant
prepared financial  statements.  If any one of the aforementioned  covenants are
violated at any time while a loan balance to Borrower is still  outstanding with
Lender, said guarantees shall then be in full force and effect.

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  THE
INDEBTEDNESS  TOGETHER  WITH  INTEREST ON SUCH  AMOUNTS,  TOGETHER WITH COSTS OF
SUIT, AND REASONABLE  ATTORNEY'S COMMISSION 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 12/23/98.

THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED.

GUARANTOR:



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                               COMMERCIAL GUARANTY
                                   (CONTINUED)                            PAGE 4
================================================================================


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

Signed, acknowledged and delivered in the presence of:

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

X
  ------------------------------------